UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________ TO __________
Commission File Number 0-9781
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2099724
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(Address of principal executive offices)
(Zip Code)
713-834-2950
(Registrant's telephone number, including area code)
Indicate by check mark whether registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No _____
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.
Yes X No _____
_______________
As of July 19, 1996, 9,280,000 shares of Class A common stock and
46,636,026 shares of Class B common stock were outstanding.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K are amended and restated
in their entirety as follows:
(a) Exhibits:
3.1 Amended and Restated Certificate of Incorporation
of the Company -- incorporated by reference to
Exhibit 4.1(a) to Continental's Form S-8
Registration Statement (No. 333-06993) (the "1996
S-8").
3.2 By-Laws of the Company -- incorporated by
reference to Exhibit 4.2 to the 1996 S-8.
4.1 Amendment to Stockholders' Agreement dated April
19, 1996 among the Company, Air Partners and Air
Canada -- incorporated by reference to Exhibit
10.1 to Continental's Form S-3 Registration
Statement (No. 333-02701) (the "1996 S-3").
4.2 Amended and Restated Registration Rights
Agreement dated April 19, 1996 among the Company,
Air Partners and Air Canada -- incorporated by
reference to Exhibit 10.2 to the 1996 S-3.
10.1* Amended and restated employment agreement between
the Company and Gordon M. Bethune. (1)
10.2* Amended and restated employment agreement between
the Company and Gregory D. Brenneman. (1)
10.3* Amended and restated employment agreement between
the Company and Lawrence W. Kellner. (1)
10.4* Form of amendment to employment agreement between
the Company and Lawrence W. Kellner, C. D. McLean
and Barry P. Simon. (1)
10.5* Second Amendment to Continental Airlines, Inc.
1994 Incentive Equity Plan -- incorporated by
reference to Exhibit 4.3(c) to the 1996 S-8.
10.6 Supplemental Agreement No. 6 to Purchase
Agreement No. 1783 between the Company and
Boeing, dated June 13, 1996, relating to the
purchase of Boeing 757-224 aircraft. (2)
10.6(a) Supplemental Agreement No. 7 to Purchase
Agreement No. 1783 between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 757-224 aircraft. (2)
10.7 Supplemental Agreement No. 4 to Purchase
Agreement No. 1785 between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 777-224 aircraft. (2)
10.8 Purchase Agreement No. 1951, including exhibits
and side letters thereto, between the Company and
Boeing, dated July 23, 1996, relating to the
purchase of Boeing 737-724 and 737-824 aircraft.
(2)
11.1 Statement Regarding Computation of Per Share
Earnings
27.1 Financial Data Schedule.
(b) Reports on Form 8-K:
(i) Report dated May 7, 1996, reporting an Item 5.
"Other Event". No financial statements were filed
with the report which announced the filing of a
preliminary proxy statement with the Securities and
Exchange Commission.
(ii) Report dated June 27, 1996 reporting an Item 5.
"Other Event". No financial statements were filed
with the report which announced the filing of a
definitive proxy statement with the Securities and
Exchange Commission and that the Company's Board of
Directors had approved a two-for-one stock split,
payable on July 16, 1996 to holders of record of
its Class B common stock and Class A common stock
on July 2, 1996.
__________
*These exhibits relate to management contracts or
compensatory plans or arrangements.
(1) Filed herewith.
(2) The Commission has granted confidential treatment for
a portion of this exhibit.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTINENTAL AIRLINES, INC.
(Registrant)
Date: April 22, 1997 by: /s/ Lawrence W. Kellner
Lawrence W. Kellner
Executive Vice President and
Chief Financial Officer
(On behalf of Registrant)
Date: April 22, 1997 /s/ Michael P. Bonds
Michael P. Bonds
Vice President and Controller
(Chief Accounting Officer)
Exhibit 10.6
Supplemental Agreement No. 6
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of June 13,
1996 by and between THE BOEING COMPANY, a Delaware corporation
with its principal office in Seattle, Washington, (Boeing) and
Continental Airlines, Inc., a Delaware corporation with its
principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate certain other changes;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents and Articles:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement as of the date of this
Supplemental Agreement. [Superseded by Supplemental Agreement
No. 7]
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate a revised delivery schedule for the the
Rescheduled Aircraft. [Superseded by Supplemental Agreement No.
7]
1.3 Remove and replace, in its entirety, Article 3, Price
of Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Rescheduled Aircraft.
[Superseded by Supplemental Agreement No. 7]
1.4 Remove and replace, in its entirety, the Delivery
Schedule for Model 757-224 Aircraft, following Article 15, with a
a revised delivery schedule (attached hereto) to incorporate
current Aircraft delivery data and the Rescheduled Aircraft.
2. Letter Agreements:
2.1 Add new Letter Agreement 1783-10, Option Aircraft, to
incorporate purchase option provisions for Buyer [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] which will be offered to Buyer subject to Boeing's
then available delivery positions when Buyer exercises a purchase
option.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Agreement to Revise the Business Offer for Model 757
Aircraft.
The parties have commited to negotiate in good faith toward
the execution of a Purchase Agreement for New Generation Model
737 Aircraft (the 737 Agreement) not later than June 30, 1996.
Conditioned upon execution of the 737 Agreement by such date, or
by such later date as the parties may hereafter mutually agree,
Boeing and Buyer will concurrently execute a Supplemental
Agreement further revising Purchase Agreement 1783 (the 757
Agreement) to incorporate Boeing's revised business offer for
Model 757 Aircraft, which is contained in Boeing letter 6-1162-
RGP-1226R1, dated May 15, 1996. The effective date of the
revised business offer with respect to the Rescheduled Aircraft
and Option Aircraft shall be retroactive to the execution date of
this Supplemental Agreement No. 6 to the 757 Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY Continental Airlines, Inc.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
Continental Airlines, Inc.
Delivery Schedule for Model 757-224 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
1783-10
June 13, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1783-10 to
Purchase Agreement No. 1783 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Purchase Agreement) between THE BOEING
COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating
to Model 757-224 aircraft (Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] to Buyer, on the same terms and conditions set forth
in the Purchase Agreement, except as otherwise described in
Attachment A hereto, and subject to the terms and conditions set
forth below.
1. Delivery.
The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3. Option Aircraft Deposit.
In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with Buyer's payment to Boeing of initial advance payments
required under Supplemental Agreement No. 6 to the Purchase
Agreement for the Aircraft, Buyer will pay a deposit to Boeing of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] for each Option Aircraft (the Option
Deposit). In the event Buyer exercises an option herein for an
Option Aircraft, the amount of the Option Deposit for such Option
Aircraft will be credited against the first advance payment due
for such Option Aircraft pursuant to the advance payment schedule
set forth in Article 5 of the Purchase Agreement.
In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.
4. Option Exercise.
To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:
Option Aircraft Option Exercise Date
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).
In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.
6. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this letter
agreement, or in the Purchase Agreement, as the case may be:
(i) purchase of an Aircraft under the Purchase Agreement
for any reason not attributable to the cancelling party;
(ii) payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or
(iii) exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft. Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.
7. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
that are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
Agreement.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
Model 757-224 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D924N104-3, dated March
18, 1993, as amended and revised pursuant to the Purchase
Agreement.
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 757-200
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Standard Certificate
of Airworthiness.
1.3 Effect of Changes. Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.
2. Price Description.
2.1 Price Adjustments.
2.1.1 Base Price Adjustments. The base airframe and
base engine price (pursuant to Article 3 of the Purchase
Agreement) of the Option Aircraft will be adjusted to Boeing's
and the engine manufacturer's then-current prices as of the date
of execution of the Option Aircraft Supplemental Agreement.
2.1.2 Special Features. The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.
2.1.3 Escalation Adjustments. The base airframe and
special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Purchase Agreement.
Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
the signing the Option Aircraft Supplemental Agreement. In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.
2.1.4 Price Adjustments for Changes. Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.
2.1.5 BFE to SPE. An estimate of the total price for
items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up. The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Advance Payments.
3.1 Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.<PAGE>
6-1162-MMF-289
June 13, 1996
Continental Airlines, Inc.
Suite 1923
2929 Allen Parkway
Houston,TX 77019
Subject: Letter Agreement No. 6-1162-MMF-289 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 (the
Agreement) between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Buyer) relating to Model 757 aircraft (the
Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
Considerations provided to Buyer by Boeing herein for the
Aircraft are conditioned upon simultaneous execution of
Supplemental Agreement No. 6 to Purchase Agreement No. 1783.
Supplemental Agreement No. 6 to Purchase Agreement No. 1783
relates to the acceleration of certain 757-200 aircraft yet to be
delivered.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Boeing and Buyer agree that certain commercial and
financial information contained in this Letter Agreement is
confidential and subject to the confidentiality provisions of
Letter Agreement 6-1162-WLJ-367R2, Disclosure of Confidential
Information.
If this Letter Agreement correctly states your understanding of
the matters treated herein, please so indicate by signature
below.
Very truly yours,
THE BOEING COMPANY
/s/ Monica Fix
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 13 day of June, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: Vice President
<PAGE>
Date: ____________________
Continental Airlines, Inc.
Suite 1923
2929 Allen Parkway
Houston,TX 77019
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By:
Its: __________________
<PAGE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-WLJ-375R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-375R2 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R1 is hereby cancelled and superceded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
11. Confidential Treatment. Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential. Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 6-
1162-WLJ-367R1.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-367R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-367R2 to
Purchase Agreement No. 1783 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 757-224 aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-367R1 is hereby cancelled and
superceded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-WLJ-359.
2. Letter Agreement No. 6-1162-WLJ-367R1.
3. Letter Agreement No. 6-1162-WLJ-369.
4. Letter Agreement No. 6-1162-WLJ-372.
5. Letter Agreement No. 6-1162-WLJ-375R2.
6. Letter Agreement No. 6-1162-WLJ-380.
7. Letter Agreement No. 6-1162-WLJ-384.
8. Letter Agreement No. 6-1162-WLJ-391R1.
9. Letter Agreement No. 6-1162-WLJ-393.
10. Letter Agreement No. 6-1162-WLJ-405.
11. Letter Agreement No. 6-1162-WLJ-409.
12. Letter Agreement No. 6-1162-WLJ-497R1.
13. Letter Agreement No. 6-1162-RGP-945.
14. Letter Agreement No. 6-1162-RGP-946.
15. Letter Agreement No. 6-1162-MMF-289
16. Letter Agreement No. 6-1162-WLJ-367R2.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Exhibit 10.6(a)
Supplemental Agreement No. 7
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
July 23, 1996 by and between THE BOEING COMPANY, a Delaware
corporation with its principal office in Seattle, Washington,
(Boeing) and Continental Airlines, Inc., a Delaware corporation
with its principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate certain contractual matters and adjust the advance
payment base prices for the Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents, Articles and Exhibits:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement as of the date of this
Supplemental Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to differentiate Block A-1 from Block A Aircraft as a
result [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices as a result [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
1.4 Add a new Exhibit A-1, Aircraft Configuration, in its
entirety and attached hereto, which applies to the Block A-1
Aircraft and reflects [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
1.5 Add a revised page 1 to Exhibit D, Price Adjustment Due
to Econonic Fluctuations Airframe Price Adjustment, which
incorporates Block A-1 Aircraft (attached hereto). All remaining
pages to Exhibit D remain unchanged.
2. Letter Agreements:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.3 Add revised Letter Agreement 6-1162-WLJ-367R3,
Disclosure of Confidential Information, which incorporates
certain Letter Agreements into this Letter Agreement.
4. Payment of Advance Payment Credits.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the
extent herein provided and as so supplemented will continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ARTICLES Page Rev. By
ARTICLE 1. Subject Matter of Sale . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss . 2-1 SA#7
ARTICLE 3. Price of Aircraft. . . . . . . . . 3-1 SA#7
ARTICLE 4. Taxes. . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payments . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable Delay. . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail
Specification. . . . . . . . . . . 7-1 SA#4
ARTICLE 8. Federal Aviation Requirements and
Certificates . . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection,
Flights and Test Data. . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease. . . . 10-1
ARTICLE 11. Termination for Certain Events . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance. . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts. . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests . 14-1
ARTICLE 15. Miscellaneous. . . . . . . . . . . 15-1
Schedule for Delivery of Model 757-224 Aircraft SA#6
EXHIBITS
EXHIBIT A Aircraft Configuration . . . . . . A-1 SA#2
EXHIBIT B Product Assurance Document . . . . B-1 SA#2
EXHIBIT C Customer Support Document. . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic. D-1 SA#4
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment Provisions
Document . . . . . . . . . . . . . E-1 SA#4
EXHIBIT F Defined Terms Document . . . . . . F-1 SA#2
LETTER AGREEMENTS
1783-1 Spare Parts Support. . . . . . . . SA#2
1783-2 Seller Purchased Equipment . . . . SA#2
1783-4 Waiver of Aircraft Demonstration . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-6 Configuration Matters. . . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-8 Spare Parts Provisioning . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-10 Option Aircraft. . . . . . . . . . SA#6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6-1162-WLJ-367R3 Disclosure of Confidential SA#7
Info
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 July 15, 1994
Supplemental Agreement No. 4 March 31, 1995
Supplemental Agreement No. 5 November 30, 1995
Supplemental Agreement No. 6 June 13, 1996
Supplemental Agreement No. 7 July 23, 1996
<PAGE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft,
in accordance with the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at
least 7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for
each Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
<PAGE>
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in
Exhibit A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 Engine Price is the price established by the
Engine manufacturer for the Engines installed on the Aircraft
including all accessories, equipment and parts set forth in
Exhibit D.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to
the Aircraft Basic Price (Base Airframe, Engine and Special
Features) as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to
pay for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price
published by Boeing for the same model of aircraft to be
delivered in the same general time period as the affected
Aircraft and is used to establish the Base Airframe Price when
the Base Airframe Price was not established at the time of
execution of this Agreement.
3.2 Aircraft Basic Price.
3.2.1 Block A Aircraft. The Aircraft Basic Price of
the Block A Aircraft, expressed in July 1992 dollars, is set
forth below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
Engine Price SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Block A Aircraft COMMISSION PURSUANT TO
Basic Price A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2 Block A-1 Aircraft. The Aircraft Basic Price of
the Block A-1 Aircraft with delivery, expressed in July 1992
dollars, is set forth below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
Engine Price SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Block A-1 Aircraft COMMISSION PURSUANT TO
Basic Price A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The special features value above for the Block A-1 Aircraft
incorporates the special features reprice activity noted in
Exhibit A-1 which includes Exhibit A, Change Orders, 1, 2 and 3
plus accepted Master Changes as of June 1, 1996.
3.3 Aircraft Price.
3.3.1 Block A Aircraft and Block A-1 Aircraft. The
Aircraft Price of the Block A Aircraft and Block A-1 Aircraft
will be established at the time of delivery of such Aircraft to
Buyer and will be the sum of:
3.3.1.1 the Block A Aircraft Basic Price, which
is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and the Block A-1 Aircraft which is
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]; plus
3.3.1.2 the Economic Price Adjustments for the
respective Aircraft Basic Price, as calculated pursuant to the
formulas set forth in Exhibit D (Price Adjustments Due to
Economic Fluctuations - Airframe and Engine - Block A and A-1
Aircraft) plus
3.3.1.3 other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance payment
purposes, the following estimated delivery prices of the Aircraft
have been established, using currently available forecasts of the
escalation factors used by Boeing as of the date of signing this
Agreement. The Advance Payment Base Price of each Aircraft is
set forth below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
Block A Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.4.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft. No later than 25 months before the
scheduled month of delivery of the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Price pursuant to this Agreement and
(ii) the then-current forecasted escalation factors used by
Boeing. Boeing will provide the adjusted Advance Payment Base
Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A-1 to Purchase Agreement Number 1783
<PAGE>
EXHIBIT A
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 757-224 BLOCK A-1 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-
44010 dated April 16, 1990, (excluding the option features
defined within the Configuration Specification) as amended to
reflect the effect of the changes set forth in the Change
Requests listed below, including the effects of such changes on
Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OWE). Such Change Requests are set forth in Boeing Document D9-
24N104-3, Revision E, dated April 15, 1996. As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price reflects and includes all
effects of such changes of price, except such Aircraft Basic
Price does not include the price effects of Change Requests
changing Buyer Furnished Equipment to Seller Purchased Equipment.
This Exhibit A-1 includes the reprice activity for special
features in Exhibit A plus Change Orders No. 1, 2, and 3 plus
accepted Master Changes as of June 1, 1996 yet to be incorporated
into a Change Order.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
Exhibit D
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1992 Base Price)
(Relating to Block A and A-1 Aircraft)
1. Formula.
The Airframe Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P = Aircraft Basic Price (as set forth in Article 3.2
of this Agreement) less the base price of Engines
(as defined in this Exhibit D) in the amount of
$12,854,400.
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months
of March, June, September and December, calculated as
follows: A three-month arithmetic average value
(expressed as a decimal and rounded to the nearest
tenth) will be determined using the months set forth in
the table below for the applicable Aircraft, with the
released Employment Cost Index value described above for
the month of March also being used for the months of
January and February; the value for June also used for
April and May; the value for September also used for
July and August; and the value for December also used
for October and November.
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement
6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-375R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-375R3 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R2 is hereby cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
11. Confidential Treatment. Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential. Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 6-
1162-WLJ-367R1.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
Continental Airlines, Inc.
Purchase Agreement 1783 - Model 757
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-WLJ-367R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-367R3 to
Purchase Agreement No. 1783 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model
757-224 aircraft (the Aircraft). Letter Agreement
6-1162-WLJ-367R2 is hereby cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
<PAGE>
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-WLJ-359.
2. Letter Agreement No. 6-1162-WLJ-367R3.
3. Letter Agreement No. 6-1162-WLJ-369.
4. Letter Agreement No. 6-1162-WLJ-372.
5. Letter Agreement No. 6-1162-WLJ-375R3.
6. Letter Agreement No. 6-1162-WLJ-380.
7. Letter Agreement No. 6-1162-WLJ-384.
8. Letter Agreement No. 6-1162-WLJ-391R1.
9. Letter Agreement No. 6-1162-WLJ-393.
10. Letter Agreement No. 6-1162-WLJ-405.
11. Letter Agreement No. 6-1162-WLJ-409.
12. Letter Agreement No. 6-1162-WLJ-497R1.
13. Letter Agreement No. 6-1162-RGP-945.
14. Letter Agreement No. 6-1162-RGP-946R1.
15. Letter Agreement No. 6-1162-MMF-289
16. Letter Agreement No. 6-1162-MMF-319
<PAGE>
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Exhibit 10.7
Supplemental Agreement No. 4
to
Purchase Agreement No. 1785
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of July 23,
1996 by and between THE BOEING COMPANY, a Delaware corporation
with its principal office in Seattle, Washington, (Boeing) and
Continental Airlines, Inc., a Delaware corporation with its
principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 777-224 aircraft (the Agreement); and
WHEREAS, Boeing has offered to reschedule delivery of
aircraft (Rescheduled Aircraft), currently scheduled to deliver
to Buyer starting in 1999, to 2002 under the Agreement, in
consideration of Buyer's execution of Purchase Agreement No.
1951, relating to the purchase by Buyer of Boeing Model
737-700/-800 Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents and Articles:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate the delivery schedule for the Rescheduled
Aircraft.
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Rescheduled Aircraft.
1.4 Remove and replace, in its entirety, the Schedule for
Delivery of Model 777-224 Aircraft following Article 15, with a
new schedule (attached hereto) to incorporate the Rescheduled
Aircraft.
2. Letter Agreements.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Add revised Letter Agreement 6-1162-WLJ-353R2,
Disclosure of Confidential Information, which incorporates
certain letter agreements into this Letter Agreement.
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ARTICLES Page Rev. By
ARTICLE 1. Subject Matter of Sale. . . . . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss. . . . . 2-1 SA#4
ARTICLE 3. Price of Aircraft . . . . . . . . . . . . 3-1 SA#4
ARTICLE 4. Taxes . . . . . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payment . . . . . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable DelaY . . . . . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail Specification . . . 7-1 SA#3
ARTICLE 8. Federal Aviation Requirements and
Certificates. . . . . . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection, Flights
and Test Data . . . . . . . . . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease . . . . . . . 10-1
ARTICLE 11. Termination for Certain Events. . . . . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance . . . . . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts . . . . . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests. . . . . 14-1
ARTICLE 15. Miscellaneous . . . . . . . . . . . . . . 15-1
EXHIBITS
EXHIBIT A Aircraft Configuration. . . . . . . . . . A-1 SA#2
EXHIBIT B Product Assurance Document. . . . . . . . B-1 SA#2
EXHIBIT C Customer Support Document . . . . . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic . . . . D-1 SA#3
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment . . . . . . . . E-1 SA#3
Document
EXHIBIT F Defined Terms Document. . . . . . . . . . F-1 SA#2
LETTER AGREEMENTS
1785-1 Spare Parts Support . . . . . . . . . . . SA#2
1785-2 Seller Purchased Equipment. . . . . . . . SA#2
1785-4 Waiver of Aircraft Demonstration. . . . . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1785-6 Configuration Matters . . . . . . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1785-8 Spare Parts Provisioning. . . . . . . . . SA#2
6-1162-WLJ-353R2 Disclosure of Confidential . . . . SA#4
Information
</TABLE>
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 March 31, 1995
Supplemental Agreement No. 4 July 23, 1996
<PAGE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to Buyer
by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the following schedule:
Month and Year
of Delivery Quantity of Aircraft
Block A Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at least
7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for each
Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
<PAGE>
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in Exhibit
A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 Engine Price is the price established by the Engine
manufacturer for the Engines installed on the Aircraft including
all accessories, equipment and parts set forth in Exhibit D.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to the
Aircraft Basic Price (Base Airframe, Engine and Special Features)
as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to pay
for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price published
by Boeing for the same model of aircraft to be delivered in the
same general time period as the affected Aircraft and is used to
establish the Base Airframe Price when the Base Airframe Price
was not established at the time of execution of this Agreement.
3.2 Aircraft Basic Price.
3.2.1 Block A Aircraft. The Aircraft Basic Price of the
Block A Aircraft, expressed in July 1992 dollars, is set forth
below:
Base Airframe Price: [CONFIDENTIAL MATTER OMITTED
Special Features AND FILED SEPARATELY WITH THE
Engine Price SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
Block A Aircraft REQUEST FOR CONFIDENTIAL
Basic Price TREATMENT.]
3.3 Aircraft Price.
3.3.1 Block A Aircraft. The Aircraft Price of the Block
A Aircraft will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, as determined in
accordance with this Article; plus
3.3.2 the Economic Price Adjustments for the Aircraft
Basic Price, as calculated pursuant to the formulas set forth in
Exhibit D (Price Adjustment Due to Economic Fluctuations -
Airframe and Engine); plus
3.3.3 such price adjustments for changes to the
escalation formula applicable to the Airframe and Engines made
pursuant to this Article; plus
3.3.5 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and
Buyer.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.6.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft. No later than 25 months before the
scheduled month of delivery of the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Price pursuant to this Agreement and
(ii) the then-current forecasted escalation factors used by
Boeing. Boeing will provide the adjusted Advance Payment Base
Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.
<PAGE>
Schedule of Delivery of Model 777-224 Aircraft
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Cont Cont Tab Reg Eng1 Eng2 Delivery
A/C # Dlvy Blk MSN Blk No. S/N S/N Date
1 8/02 A01 27577
2 9/02 A02 27578
3 3/03 A03 27579
4 4/03 A04 27580
5 8/03 A05 27581
</TABLE>
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement
6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-WLJ-353R2
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-353R2 to
Purchase Agreement No. 1785 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1785 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 777-224 Aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-353R1 is cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
<PAGE>
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-WLJ-353R2.
2. Letter Agreement No. 6-1162-WLJ-354.
3. Letter Agreement No. 6-1162-WLJ-355R1.
4. Letter Agreement No. 6-1162-WLJ-356.
5. Letter Agreement No. 6-1162-WLJ-357R1.
6. Letter Agreement No. 6-1162-WLJ-358.
7. Letter Agreement No. 6-11162-WLJ-382.
8. Letter Agreement No. 6-1162-WLJ-386.
9. Letter Agreement No. 6-1162-WLJ-388.
10. Letter Agreement No. 6-1162-WLJ-395.
11. Letter Agreement No. 6-1162-WLJ-407.
12. Letter Agreement No. 6-1162-WLJ-409.
13. Letter Agreement No. 6-1162-WLJ-497R1.
14. Letter Agreement No. 6-1162-RGP-945.
15. Letter Agreement No. 6-1162-RGP-946.
16. Letter Agreement No. 6-1162-MMF-319.
<PAGE>
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
by /s/ Brian Davis
Its Vice President
Exhibit 10.8
PURCHASE AGREEMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Relating to Boeing Model 737-724/-824 Aircraft
Purchase Agreement Number 1951
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page SA
Number Number
ARTICLES
<S> <C> <C> <C>
1. Subject Matter of Sale . . . . . . . . . . . . . 1-1
2. Delivery, Title and Risk of Loss . . . . . . . . 2-1
3. Price of Aircraft. . . . . . . . . . . . . . . . 3-1
4. Taxes. . . . . . . . . . . . . . . . . . . . . . 4-1
5. Payment. . . . . . . . . . . . . . . . . . . . . 5-1
6. Excusable Delay. . . . . . . . . . . . . . . . . 6-1
7. Changes to the Detail Specification. . . . . . . 7-1
8. Federal Aviation Requirements and
Certificates and Export License. . . . . . . . . 8-1
9. Representatives, Inspection, Flights and
Test Data. . . . . . . . . . . . . . . . . . . . 9-1
10. Assignment, Resale or Lease. . . . . . . . . . . 10-1
11. Termination for Certain Events . . . . . . . . . 11-1
12. Product Assurance; Disclaimer and Release;
Exclusion of Liabilities; Customer Support;
Indemnification and Insurance. . . . . . . . . . 12-1
13. Buyer Furnished Equipment and Spare Parts. . . . 13-1
14. Contractual Notices and Requests . . . . . . . . 14-1
15. Miscellaneous. . . . . . . . . . . . . . . . . . 15-1
TABLES
1. Aircraft Deliveries and Descriptions . . . . . . T-1
</TABLE>
<PAGE>
TABLE OF CONTENTS
SA
Number
EXHIBITS
A Aircraft Configuration . . . . . . . . . . . . .
B Product Assurance Document . . . . . . . . . . .
C Customer Support Document. . . . . . . . . . . .
D Price Adjustments Due to Economic
Fluctuations - Aircraft. . . . . . . . . . . . .
E Buyer Furnished Equipment Provisions
Document . . . . . . . . . . . . . . . . . . . .
F Defined Terms Document . . . . . . . . . . . . .
LETTER AGREEMENTS
1951-1 Not Used. . . . . . . . . . . . . . . . . . .
1951-2 Seller Purchased Equipment. . . . . . . . . .
1951-3 Option Aircraft . . . . . . . . . . . . . . .
1951-4 Waiver of Aircraft Demonstration. . . . . . .
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1951-6 Configuration Matters . . . . . . . . . . . .
1951-7 Spares Inital Provisioning. . . . . . . . . .
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6-1162-MMF-308 Disclosure of Confidential . . . . .
Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
PURCHASE AGREEMENT NO. 1951
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Agreement is entered into as of July 23, 1996 by and
between The Boeing Company, a Delaware corporation, with its
principal office in Seattle, Washington (Boeing), and Continental
Airlines, Inc., a Delaware corporation, with its principal office
in Houston, Texas (Buyer).
Accordingly, Boeing and Buyer agree as follows:
<PAGE>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver to
Buyer and Buyer will purchase and accept delivery from Boeing
Eighteen (18) Boeing Model 737-724 and Thirty (30) Boeing Model
737-824 aircraft (the Aircraft) manufactured in accordance with
Boeing detail specification as described in Exhibit A and as
modified from time to time in accordance with this Agreement
(Detail Specification).
1.2 Additional Goods and Services. In connection with the
sale of the Aircraft, Boeing will also provide to Buyer certain
other things under this Agreement, including data, documents,
training and services, all as described in this Agreement.
1.3 Performance Guarantees. Any performance guarantees
applicable to the Aircraft will be expressly included in this
Agreement. Where performance guarantees are included in this
Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
<PAGE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft,
in accordance with the schedule set forth in Table 1.
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at least
7 days notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Bill of Sale. Upon delivery of an Aircraft Boeing will
deliver to Buyer a bill of sale conveying good title to such
Aircraft, free of any encumbrances.
<PAGE>
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated in
Exhibit A which have been selected by Buyer.
3.1.2 Base Aircraft Price is the Aircraft Basic Price
excluding the price of Special Features.
3.1.3 Aircraft Basic Price is comprised of the Base
Aircraft Price and the price of the Special Features.
3.1.4 Economic Price Adjustment is the adjustment to the
Aircraft Basic Price (Base Aircraft and Special Features) as
calculated pursuant to Exhibit D.
3.1.5 Aircraft Price is the total amount Buyer is to pay
for the Aircraft at the time of delivery.
3.2 Aircraft Basic Price.
The Aircraft Basic Price, expressed in July 1995 dollars,
is set forth below:
737-724 737-824
Base Aircraft Price [CONFIDENTIAL MATERIAL OMITTED AND
Special Features FILED WITH THE SECURITIES AND EXCHANGE
Aircraft Basic Price COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.3 Aircraft Price. The Aircraft Price will be established
at the time of delivery of such Aircraft to Buyer and will be the
sum of:
3.3.1 the Aircraft Basic Price, set forth in Table 1, plus
3.3.2 the Economic Price Adjustments for the Aircraft
Basic Price, as calculated pursuant to the formulas set forth in
Exhibit D (Price Adjustments Due to Economic Fluctuations -
Aircraft); plus
3.3.3 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and
Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance payment
purposes, the estimated delivery prices of the Aircraft have been
established, using currently available forecasts of the
escalation factors used by Boeing as of the date of signing this
Agreement. The Advance Payment Base Price of each Aircraft is
set forth in Table 1.
3.4.2 Adjustment of Advance Payment Base Prices - Long-Lead
Aircraft. For Aircraft scheduled for delivery 36 months or more
after the date of this Agreement, the Advance Payment Base Prices
appearing in Article 3.4.1 will be used to determine the amount
of the first advance payment to be made by Buyer on the Aircraft.
No later than 25 months before the scheduled month of delivery of
each affected Aircraft, Boeing will increase or decrease the
Advance Payment Base Price of such Aircraft as required to
reflect the effects of (i) any adjustments in the Aircraft Basic
Price pursuant to this Agreement and (ii) the then-current
forecasted escalation factors used by Boeing. Boeing will
provide the adjusted Advance Payment Base Prices for each
affected Aircraft to Buyer, and the advance payment schedule will
be considered amended to substitute such adjusted Advance Payment
Base Prices.<PAGE>
ARTICLE 4. Taxes.
4.1 Taxes. Buyer will pay all Taxes imposed by any domestic
or foreign taxing authority arising out of or in connection with
this Agreement or performance pursuant to it. In this Agreement,
"Taxes" are defined as all taxes, fees, charges or duties and any
interest, penalties, fines, or other additions to tax, including,
but not limited to, sales, use, value added, gross receipts,
stamp, excise, transfer and similar taxes, except U.S. federal
income taxes and Washington State business and occupation tax
imposed on Boeing.
4.2 Taxes Relating to Buyer Furnished Equipment. Buyer is
responsible for the proper filing of all tax returns, reports and
declarations and payment of all taxes related to or imposed on
Buyer Furnished Equipment.
4.3 Reimbursement of Boeing. Buyer will promptly reimburse
Boeing on demand, net of additional taxes thereon, for any Taxes
that are imposed on and paid by Boeing or for which Boeing is
responsible for collecting.
<PAGE>
ARTICLE 5. Payment.
5.1 Advance Payment Schedule. Advance payment for each
Aircraft will be made to Boeing by Buyer as follows:
Due Date of Payment Amount Due per Aircraft
(Percentage times
Advance Payment Base Price)
Upon signing the Agreement 1% (less the
Deposit)
24 months prior to the first 4%
day of the scheduled delivery
month of the Aircraft
21 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
18 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
12 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
9 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
6 months prior to the first 5%
day of the scheduled delivery
month of the Aircraft
Total 30%
5.2 Advance Payment Adjustment. For each Aircraft scheduled
for delivery 36 months or more after the date of this Agreement
and for which the Advance Payment Base Price is adjusted, Buyer
will:
5.2.1 pay the advance payment due 24 months prior to the
scheduled month of delivery for each affected Aircraft in an
amount equal to 5% of an amount equal to the adjusted Advance
Payment Base Price of such Aircraft, after subtracting the total
amount of all Deposits and advance payments for such Aircraft
previously paid to Boeing, and
5.2.2 use the adjusted Advance Payment Base Price in
determining the amount of remaining advance payments due Boeing
for such Aircraft.
5.3 Payment at Delivery. The Aircraft Price, less Advance
Payments received by Boeing, is due on delivery of such Aircraft
to Buyer.
5.4 Form of Payments. All payments due hereunder will be made
by Buyer to Boeing by unconditional deposit in a bank account in
the United States designated by Boeing or in other immediately
available funds. All prices and payments set forth in this
Agreement are in United States Dollars.
5.5 Monetary and Government Regulations. Buyer will be
responsible for complying with all monetary control regulations
and for obtaining necessary governmental authorizations related
to payments hereunder.
<PAGE>
ARTICLE 6. Excusable Delay.
6.1 General. Boeing will not be liable for or be deemed to be
in default under this Agreement on account of any delay in
delivery of any Aircraft or other performance hereunder arising
out of causes such as: acts of God; war, armed hostilities,
riots, fires, floods, earthquakes or serious accidents;
governmental acts or failures to act affecting materials,
facilities or Aircraft; strikes or labor troubles causing
cessation, slowdown or interruption of work; damage to an
Aircraft; failure of or delay in transportation; or inability,
after due and timely diligence, to procure materials, systems,
accessories, equipment or parts; or arising out of any other
cause to the extent it is beyond Boeing's control or not
occasioned by Boeing's fault or negligence. A delay resulting
from such causes is referred to as an "Excusable Delay".
6.2 Excusable Delay of 12 Months.
6.2.1 Anticipated Delay. If Boeing concludes, based on
its appraisal of the facts and normal scheduling procedures, that
due to an Excusable Delay, delivery of an Aircraft will be
delayed more than 12 months beyond the month in which delivery is
scheduled, Boeing will promptly so notify Buyer in writing and
either party may then terminate this Agreement with respect to
such Aircraft by giving written notice to the other within 15
days after receipt by Buyer of Boeing's notice. Failure of a
party to terminate the purchase of an Aircraft for an Excusable
Delay pursuant to this paragraph results in a waiver of that
party's right to terminate the purchase of such Aircraft for any
delay in delivery caused by such Excusable Delay.
6.2.2 Actual Delay. If, due to an Excusable Delay,
delivery of an Aircraft is delayed for more than 12 months beyond
the month in which delivery is scheduled, and such right to
terminate has not been waived under paragraph 6.2.1, either party
may terminate this Agreement with respect to such Aircraft by
giving written notice to the other within 15 days after the
expiration of such 12-month period.
6.3 Aircraft Damaged Beyond Repair. If, prior to delivery, an
Aircraft is destroyed or damaged beyond economic repair due to
any cause, Boeing will promptly notify Buyer in writing and
either party may then terminate this Agreement with respect to
such Aircraft. If Boeing does not so terminate this Agreement
with respect to such Aircraft, such notice will specify the
earliest date reasonably possible, consistent with Boeing's other
contractual commitments and production capabilities, by which
Boeing will deliver a replacement for such Aircraft. This
Agreement will thereupon terminate as to such Aircraft, unless
Buyer gives Boeing written notice, within 30 days after receipt
of Boeing's notice, that Buyer desires the proposed replacement
for such Aircraft.
6.4 Agreement Revision. If an Aircraft is delayed, or
destroyed or damaged beyond economic repair, and this Agreement
is not terminated pursuant to this Article, this Agreement will
be appropriately revised.
6.5 Agreement Termination.
6.5.1 Termination under this Article will discharge all
obligations and liabilities of Boeing and Buyer hereunder with
respect to terminated Aircraft and all related undelivered items
and services, except that Boeing will return to Buyer, without
interest, all advance payments related to such Aircraft,
6.5.2 If either party terminates this Agreement as to any
Aircraft pursuant to this Article, Boeing may, upon written
notice to Buyer within 30 days after such termination, purchase
from Buyer any Buyer Furnished Equipment related to such
Aircraft, at the invoice prices paid, or contracted to be paid,
by Buyer.
6.6 Exclusive Rights. The termination rights set forth in
this Article are in substitution for any and all other rights of
termination or contract lapse or any other claim arising by
operation of law by virtue of delays in performance covered by
this Article.
<PAGE>
ARTICLE 7. Changes to the Detail Specification.
7.1 Development Changes. Boeing may, at its own expense and
without Buyer's consent, incorporate Development Changes in the
Detail Specification and the Aircraft prior to delivery to Buyer.
Development Changes are defined as changes to the basic
specification for Model 737-700/-800 aircraft that do not affect
the Aircraft Purchase Price or adversely affect Aircraft
delivery, guaranteed weight, guaranteed performance or compliance
with the interchangeability or replaceability requirements set
forth in the Detail Specification. If Boeing makes changes
Pursuant to this paragraph, Boeing will promptly notify Buyer of
such changes.
<PAGE>
ARTICLE 8. Federal Aviation Requirements and Certificates.
8.1 FAA Certificates.
8.1.1 Boeing will obtain from the Federal Aviation
Administration (FAA):
8.1.1.1 a Type Certificate (transport category)
issued pursuant to Part 21 of the Federal Aviation Regulations
for the type of aircraft covered by this Agreement, and
8.1.1.2 a Standard Airworthiness Certificate for
each Aircraft issued pursuant to Part 21 of the Federal Aviation
Regulations, which will be provided to Buyer with delivery of the
Aircraft.
8.1.2 Boeing will not be obligated to obtain any other
certificates or approvals for the Aircraft.
8.1.3 If the use of either FAA certificate is
discontinued prior to delivery of an Aircraft, references in this
Agreement to such discontinued certificate will be deemed
references to its superseding FAA certificate. If the FAA does
not issue a superseding certificate, Boeing's only obligation
under this paragraph will be to comply with the Detail
Specification.
8.2 FAA Manufacturer Changes.
8.2.1 If the FAA, or any other governmental agency having
jurisdiction, requires any change to the Aircraft, data relating
to the Aircraft, or testing of the Aircraft in order to obtain
the Standard Airworthiness Certificate (Manufacturer Change),
such Manufacturer Change will be made prior to delivery of such
Aircraft.
8.2.2 If prior to Aircraft delivery a Manufacturer Change
is required to be incorporated in an Aircraft, it will be
incorporated at no charge to Buyer, unless the requirement is
promulgated subsequent to the date of this Agreement, in which
case Buyer will pay Boeing's charge only for Aircraft scheduled
for delivery to Buyer (a) 18 months or more after the date of
this Agreement or (b) after the date of Boeing's receipt of the
Type Certificate for the Model 737-700/-800, whichever is later.
8.3 FAA Operator Changes.
8.3.1 Boeing will deliver each Aircraft with the changes
in equipment incorporated (or, at Boeing's sole discretion, with
suitable provisions for the incorporation of such equipment) that
is required by Federal Aviation Regulations which (i) are
generally applicable with respect to transport category aircraft
to be used in United States certified air carriage and (ii) have
to be complied with on or before the date of delivery of such
Aircraft (Operator Changes).
8.3.2 If Operator Changes are incorporated in an
Aircraft, Buyer will pay Boeing's charge applicable to such
Aircraft.
8.4 Delays; Changes to this Agreement. If delivery of an
Aircraft is delayed due to the incorporation of a Manufacturer
Change or an Operator Change, the delivery of the Aircraft will
be appropriately revised to reflect such delay. This Agreement
will also be revised to reflect appropriate changes in the
Aircraft Price, design, performance, weight and balance due to
the incorporation of a Manufacturer Change or an Operator Change.
<PAGE>
ARTICLE 9. Representatives, Inspection, Flights and Test Data.
9.1 Office Space at Boeing. From a date 12 months prior to
delivery of the first Aircraft, and until the delivery of the
last Aircraft, Boeing will furnish, without additional charge,
suitable office space and equipment in or conveniently located
near its plant in Seattle for the accommodation of up to three
personnel of Buyer.
9.2 Inspection by Buyer. Designated representatives of Buyer
may inspect the manufacturing of the Aircraft at all reasonable
times. However, if access to any part of Boeing's plant is
restricted by the United States Government, Boeing will be
allowed a reasonable time to arrange for inspection elsewhere.
All inspections by Buyer's representatives will be performed so
as not to hinder manufacture or performance by Boeing.
9.3 Aircraft Flight. Prior to delivery, each Aircraft will be
flown by Boeing for such periods as may be required to
demonstrate to Buyer the function of the Aircraft and its
equipment in accordance with Boeing's production flight test
procedures. The aggregate duration of such flights will be not
less than 1-1/2 hours or more than 4 hours. Five persons
designated by Buyer may participate in such flights as observers.
9.4 Test Data. Boeing will furnish to Buyer, as soon as
practicable, flight test data obtained on an aircraft of the type
purchased hereunder, certified as correct by Boeing, to evidence
compliance with any performance guarantees set forth in this
Agreement. Any Performance Guarantee will be deemed to be met if
reasonable engineering interpretations and calculations based on
such flight test data establish that the Aircraft would, if
actually flown, comply with such guarantee.
9.5 Special Aircraft Test Requirements. Boeing may use the
Aircraft for flight and ground tests prior to delivery to Buyer,
without reduction in the Aircraft Purchase Price, if such tests
are deemed necessary by Boeing to:
9.5.1 obtain or maintain the Type Certificate or Standard
Airworthiness Certificate for the Aircraft; or
9.5.2 evaluate aircraft improvement changes that may be
offered for production or retrofit incorporation in any aircraft.
9.6 Indemnity. Boeing will indemnify and hold harmless Buyer
and Buyer's observers from and against all claims and
liabilities, including costs and expenses (including attorneys'
fees) incident thereto, for injury to or death of any person or
persons, including employees of Boeing but excluding employees,
officers or agents of Buyer, or for loss of or damage to any
property, arising out of or in connection with the operation of
the Aircraft during all demonstration and test flights conducted
under the provisions of this Article, whether or not arising in
tort or occasioned in whole or in part by the negligence of Buyer
or any of Buyer's observers, whether active, passive or imputed.
<PAGE>
ARTICLE 10. Assignment, Resale or Lease.
10.1 Assignment. This Agreement will inure to the benefit of
and be binding upon each of the parties hereto and their
respective successors and assigns. Neither the rights nor the
duties of either party under this Agreement may be assigned or
delegated, or contracted to be assigned or delegated, in whole or
part, without the prior written consent of the other party,
except that:
10.1.1 Either party may assign its interest to a
corporation that (i) results from any merger or reorganization of
such party or (ii) acquires substantially all the assets of such
party;
10.1.2 Boeing may assign its rights to receive money; and
10.1.3 Boeing may assign all or any part of its rights
and obligations under this Agreement to any wholly owned
subsidiary of Boeing, provided that Boeing will remain fully and
solely responsible to Buyer for all obligations and liabilities
as the seller of the Aircraft, and Buyer will continue to deal
exclusively with Boeing.
10.2 Transfer by Buyer at Delivery. Buyer may, and at
Buyer's request Boeing will, take any action reasonably required
for the purpose of causing an Aircraft, at time of delivery, to
be subjected to an equipment trust, conditional sale, lien or
other arrangement for the financing by Buyer of such Aircraft.
No action taken by either party pursuant to this paragraph,
however, will require Boeing to divest itself of title to or
possession of such Aircraft until delivery and payment therefor
pursuant to this Agreement.
10.3 Sale by Buyer After Delivery. If, following delivery of
any Aircraft, Buyer sells such Aircraft (including any sale for
financing purposes), then all of Buyer's rights with respect to
such Aircraft under this Agreement will inure to the benefit of
the purchaser of such Aircraft, effective upon Boeing's receipt
of such purchaser's express written agreement, in form
satisfactory to Boeing, to be bound by and to comply with all
applicable terms, conditions and limitations of this Agreement.
10.4 Lease by Buyer After Delivery. If, following delivery
of any Aircraft, Buyer leases such Aircraft, Buyer will not
assign to the lessee of such Aircraft any rights under this
Agreement without Boeing's prior written consent, which consent
will not be unreasonably withheld.
10.5 No Increase in Boeing Liability. No action taken by
Buyer or Boeing relating to the assignment, resale or lease of
any Aircraft or this Agreement will subject Boeing to any
liability beyond that in this Agreement or modify in any way
Boeing's obligations under this Agreement.
10.6 Exculpatory or Indemnity Clause in Post-Delivery Sale or
Lease. If, following delivery of an Aircraft, Buyer sells or
leases such Aircraft and obtains from the transferee an
exculpatory or indemnity clause protecting Buyer, Buyer will
include the same protection for Boeing.
<PAGE>
ARTICLE 11. Termination for Certain Events.
11.1 Termination. This Agreement may be terminated at any
time with regard to undelivered Aircraft and items and
unperformed services by notice in writing by either party hereto
if the other party:
11.1.1 Ceases doing business as a going concern, suspends
all or substantially all its business operations, makes an
assignment for the benefit of creditors, is insolvent, or
generally does not pay its debts, or admits in writing its
inability to pay its debts; or
11.1.2 Petitions for or acquiesces in the appointment of
any receiver, trustee or similar officer to liquidate or conserve
its business or any substantial part of its assets; commences any
legal proceeding such as insolvency, bankruptcy, reorganization,
readjustment of debt, dissolution or liquidation available for
the relief of financially distressed debtors; or becomes the
object of any such proceeding, unless such proceeding is
dismissed or stayed within a reasonable period, not to exceed 60
days.
11.2 Repayment of Advance Payments. If this Agreement is
terminated with regard to any Aircraft by Buyer under this
Article, Boeing will repay to Buyer, without interest, any
advance payments received by Boeing from Buyer with respect to
such Aircraft.
<PAGE>
ARTICLE 12. Product Assurance; Disclaimer and Release; Exclusion
of Liabilities; Customer Support; Indemnification and Insurance.
12.1 Product Assurance. Boeing and Buyer are bound by the
provisions of Exhibit B hereto (Product Assurance Document).
12.2 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND THE REMEDIES OF BUYER SET FORTH IN THE
PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER
RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST BOEING, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED
UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN
TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING
(WHETHER ACTIVE, PASSIVE OR IMPUTED); AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR
LOSS OF OR DAMAGE TO ANY AIRCRAFT.
12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING
WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED
NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR
for ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO
ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING
PROVIDED UNDER THIS AGREEMENT.
12.4 Definitions. For the purposes of this Article, the term
"BOEING" means The Boeing Company, its divisions, subsidiaries
and affiliates, the assignees of each, and their directors,
officers, employees and agents.
12.5 Customer Support and Indemnification; Insurance. Boeing
and Buyer are bound by the provisions of Exhibit C hereto
(Customer Support Document), which includes indemnification and
insurance requirements related to the use of Customer Support
Services.
<PAGE>
ARTICLE 13. Buyer Furnished Equipment and Spare Parts.
13.1 Buyer Furnished Equipment. Boeing and Buyer are bound
by the provisions of Exhibit E (Buyer Furnished Equipment
Document), which includes indemnification requirements related to
Buyer Furnished Equipment.
13.2 Purchase of Boeing Spare Parts. Boeing will sell to
Buyer and Buyer will purchase from Boeing materials, spare parts,
assemblies, tools and items of equipment relating to the Aircraft
pursuant to Customer Services General Terms Agreement No. 24-1.
<PAGE>
ARTICLE 14. Contractual Notices and Requests.
All notices and requests relating to this Agreement will be in
English, and may be transmitted by any customary means of written
communication addressed as follows:
Buyer: Continental Airlines, Inc.
2929 Allen Parkway
Suite 2010
Houston, TX 77019
Attention: V.P. Fleet Management
Boeing: Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.
Attention: Vice President - Contracts
Mail Stop 75-38
or to such other address as specified elsewhere herein or as
otherwise directed in writing by either party. The effective
date of any such notice or request will be the date on which it
is received by the addressee.
<PAGE>
ARTICLE 15. Miscellaneous.
15.1 Government Approval. Boeing and Buyer will use their
best reasonable efforts to assist each other in obtaining any
United States Governmental agency consents or approvals necessary
or appropriate to effect certification and sale of the Aircraft
under this Agreement.
15.2 Headings. Article and paragraph headings used in this
Agreement are for convenient reference only and are not intended
to affect the interpretation of this Agreement.
15.3 Entire Agreement; Amendments. This Agreement contains
the entire agreement between the parties concerning the subject
matter hereof and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral
or written. This Agreement may be changed only in writing signed
by authorized representatives of Boeing and Buyer, except in the
case of certain changes permitted or required by this Agreement.
15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY THE
LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON'S
CONFLICTS OF LAWS RULES.
15.5 Negotiated Agreement. This Agreement, including the
provisions of Article 12 relating to Disclaimer and Release, the
Exclusion of Consequential and Other Damages, and the provisions
relating to indemnification and insurance set forth in this
Agreement, has been the subject of discussion and negotiation and
is fully understood by the parties; the Aircraft Purchase Price
and other agreements of the parties set forth in this Agreement
were arrived at in consideration of such provisions.
*************************
CONTINENTAL AIRLINES, INC. THE BOEING COMPANY
By /s/ Brian Davis By /s/ Monica Fix
Its Vice President Its Attorney-In-Fact
<PAGE>
Table 1 to
Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700/-800 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
Table 1 to
Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700/-800 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A to Purchase Agreement Number 1951
<PAGE>
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 737-724 AIRCRAFT
Exhibit A-1
The Detail Specification is Boeing Detail Specification
D6-38808-42 dated as of even date herewith. Such Detail
Specification will be comprised of Boeing Configuration
Specification D6- 38808 Revision F dated March 8, 1996 as amended
to incorporate the applicable specification language to reflect
the effect of the changes set forth in the Change Requests listed
below, including the effects of such changes on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). Such Change
Requests are set forth in Boeing Document D6-39049. As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price will relfect and include all
effects of such changes of price upon configuration completion by
September 3, 1996, except such Aircraft Basic Price will not
include the price effects of Change Requests changing Buyer
Furnished Equipment to Seller Purchased Equipment.
<PAGE>
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 737-824 AIRCRAFT
Exhibit A-2
The Detail Specification is Boeing Detail Specification
D6-38808-43 dated as of even date herewith. Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38808 Revision F dated March 8, 1996 as amended
to incorporate the applicable specification language to reflect
the effect of the changes set forth in the Change Requests listed
below, including the effects of such changes on Manufacturer's
Empty Weight (MEW) and Operating Empty Weight (OEW). Such Change
Requests are set forth in Boeing Document D6-39050. As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price will reflect and include all
effects of such changes of price upon configuration completion by
September 3, 1996, except such Aircraft Basic Price will not
include the price effects of Change Requests changing Buyer
Furnished Equipment to Seller Purchased Equipment.
<PAGE>
PRODUCT ASSURANCE DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1951
<PAGE>
PRODUCT ASSURANCE DOCUMENT NO. 1951
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Product Assurance Document is Exhibit B to and forms a
part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737-724/-824 aircraft. This Product
Assurance Document consists of the following parts:
PART A Boeing Warranty
PART B Warranty Repairs and Modifications by Buyer
PART C Boeing Service Life Policy
PART D Boeing Indemnity Against Patent Infringement
PART D-1 Boeing Indemnity Against Copyright
Infringement
PART E Supplier Warranties and Patent Indemnities
PART F Engine Manufacturer Warranties
PART G Boeing Interface Commitment
PART H General
<PAGE>
PART A
BOEING WARRANTY
1. Warranties.
Subject to the exceptions set forth herein, Boeing warrants
that, at the time of delivery, each Aircraft, including all
installed systems, accessories, equipment and parts, will:
1.1 conform to the Detail Specification, as it may be
changed pursuant to this Agreement, except such portions stated
to be estimates, approximations, design objectives, or design
criteria, or described as not guaranteed;
1.2 be free from defects in material and workmanship,
including process of manufacture; and
1.3 be free from defects in design, including selection
of (i) materials and (ii) process of manufacture, in view of the
state of the art at the time of design.
For purposes of this Boeing Warranty, nonconformance with
the Detail Specification, defects in material or workmanship and
defects in design may hereinafter be called "defects" or a
"defect", and the term "system", "accessory", "equipment" or
"part" may hereinafter be called "item" or "items."
2. Exceptions.
The warranties above will not apply to BFE. The warranty
above covering material and workmanship and the warranty above
covering design will not apply to Engines or to any other item
purchased by Boeing but not manufactured to Boeing's detailed
design. However, any defect in the Boeing workmanship installing
such BFE, Engines or other items in an Aircraft will constitute a
defect in workmanship covered by such warranties.
3. Survival of Warranties.
Neither the warranty of conformance to the Detail
Specification applicable to Engines and other items purchased by
Boeing but not manufactured to Boeing's detailed design, nor any
Performance Guarantees, will survive delivery of the Aircraft.
The remaining warranties set forth herein will survive delivery
of the Aircraft, subject to the limitations and conditions set
forth herein.
4. Warranty Periods and Claims.
4.1 The warranty periods are:
4.1.1 As to a defect in conformance to the Detail
Specification, 48 months after delivery of each Aircraft, and
4.1.2 As to a defect in material, workmanship or
design in any item, 48 months after delivery of each Aircraft in
which such item was initially installed.
4.2 Boeing's Product Assurance Regional Manager at
Renton, Washington must receive the warranty claim in writing at
the earliest practicable time after the defect becomes apparent
but in no event later than 90 days after expiration of the
applicable warranty period.
4.3 Such warranty claim must include the data set forth
below and, if requested by Boeing, reasonable evidence that the
claimed defect did not result from any act or omission of Buyer.
4.3.1 Identity of the item or Aircraft involved,
including Boeing part number, serial number if applicable,
nomenclature and the quantity claimed to be defective;
4.3.2 Identity of the Aircraft on which the
claimed item was installed as original equipment;
4.3.3 Date the claimed defect became apparent
which will be the date such defect was discovered by Buyer or the
warranty date set forth in a Boeing service bulletin or service
letter, whichever date occurs first; and
4.3.4 Description of the claimed defect and
circumstances, including Boeing service bulletin or Boeing
service letter number if claim involves a service bulletin or
letter.
4.4 Upon completion of Boeing's warranty claim
investigation, performed within a reasonable time period,
including examination of any item or Aircraft returned to Boeing,
Boeing will provide a written disposition of its warranty claim
findings to Buyer. In the event Boeing must reject Buyer's
warranty claim, Boeing will provide reasonable substantiation of
such rejection in its disposition.
5. Remedies.
Buyer's remedies under this Boeing Warranty are as follows:
5.1 As to a defect in conformance to the Detail
Specification, the correction at Boeing's expense of such defect;
provided, however, that Boeing will not be obligated to correct
any defect that has no material adverse effect on the
maintenance, use or operation of the Aircraft. The warranty
period for the corrected item will be the unexpired warranty
period for the defective item.
5.2 As to a defect in material or workmanship, (i) the
repair at Boeing's expense of such defect or, (ii) at Boeing's
option, the replacement of such item with a similar item free
from defect or the issuance of a credit memorandum to reimburse
Buyer for a spare part previously purchased from Boeing as the
replacement for such defective item. The warranty period for
either correction will be the unexpired warranty period for the
defective item.
5.3 As to a defect in design, the correction at Boeing's
expense of such defect. The warranty period for such correction
is 18 months from receipt by Buyer of corrective material or the
end of the original design warranty period for the defective
item, whichever is later.
5.4 Boeing will issue a credit memorandum to reimburse
Buyer at the Warranty Labor Rate for the direct labor hours
required for removal from the Aircraft of a defective item and
the reinstallation in the Aircraft of the corrected item.
6. Returned Items.
Unless otherwise provided in this Agreement, the Aircraft
or item claimed to be defective must be returned to Boeing as
soon as practicable. Buyer may also provide specific technical
repair or correction instructions with such return. The absence
of such instructions will evidence Buyer's authorization for
Boeing to proceed using Boeing information and data. The
following criteria will apply with respect to return of Aircraft
or items to Boeing:
6.1 As to Aircraft:
6.1.1 An Aircraft may be returned only if
6.1.1.1 substantially all the work to be
performed by Boeing is covered by this Boeing Warranty, and
6.1.1.2 Buyer does not have the capability
to perform, nor is it practical for Boeing personnel to perform,
the warranty work away from Boeing's facilities.
6.1.2 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize Aircraft
out-of-service time. In addition, Boeing will reimburse Buyer by
issuing a credit memorandum for the cost of fuel, oil and landing
fees incurred in ferrying the Aircraft to Boeing's facilities and
in ferrying the Aircraft back to Buyer's facilities. Buyer will
minimize the length of both ferry flights.
6.1.3 Any nonwarranty work performed by Boeing
will be paid for by Buyer at Boeing's then-standard rates.
6.1.4 A separate agreement based on Boeing's
then-standard form will be entered into to cover the return of
and work on such Aircraft.
6.2 As to any system, accessory, equipment or part:
6.2.1 All warranty work will be performed at
Boeing's expense, with reasonable efforts to minimize item
out-of-service time for items returned.
6.2.2 Boeing's turnaround-time objectives for
repair or replacement are: 10 working days for avionic and
electronic items and 30 working days for other items when
corrected at Boeing's facilities, or 40 working days when
corrected at the facilities of a Boeing subcontractor.
Turnaround time starts the date Boeing receives the returned
item, together with Buyer's warranty claim describing the work,
and ends the date of shipment by Boeing of such item. If a
turnaround-time objective is not achieved and a resultant
critical parts shortage is experienced by Buyer, and Buyer has
procured spare parts for such item in accordance with the Boeing
Recommended Spare Parts List, Boeing will, upon request from
Buyer, either:
6.2.2.1 expedite repair or replacement of
the item or
6.2.2.2 provide a similar item on a
no-charge loan or no-charge lease basis until the repaired or
replaced item is provided to Buyer.
6.2.3 The freight charge for shipment to Boeing of
any item will be paid by Buyer; however, Boeing will reimburse
Buyer by issuing a credit memorandum for such charge for any item
determined to be defective under this Boeing Warranty. The
freight charge for the return shipment to Buyer of any such
defective item which has been repaired, replaced or corrected
pursuant to this Boeing Warranty will be paid by Boeing.
6.3 Title to and risk of loss of any Aircraft or item
returned to Boeing will at all times remain with Buyer and/or any
other owner of such Aircraft or item, except that at the time
Boeing ships a replacement item to Buyer, title to and risk of
loss (i) for the returned item will pass to Boeing and (ii) for
the replacement item will pass to Buyer. While Boeing has care,
custody and control of an Aircraft or item, Boeing will have only
such liabilities as a bailee for mutual benefit would have, but
will not be liable for loss of use.
7. Nonrepairable Items.
Buyer may scrap any defective nonrepairable item having a
then-current Boeing spare part selling price of $2,000 or less
and make a claim for a replacement item. For a defective
nonrepairable item having a then-current Boeing spare part
selling price greater than $2,000, an authorized Boeing
representative must confirm the nonrepairability of any such
item. Boeing will display best efforts to have such Boeing
representative available within 30 days. Buyer's claim for an
item with a spare part selling price exceeding $2,000 must
include such confirmation.
8. Reimbursement for Certain Inspection Labor Costs.
8.1 In addition to the remedies set forth in this Boeing
Warranty, Boeing will reimburse Buyer by issuing a credit
memorandum at the Warranty Labor Rate for the direct labor hours
expended by Buyer in performing inspections of the Aircraft to
determine whether or not a covered defect exists in any system,
accessory, equipment or part manufactured to Boeing's detailed
design, provided that:
8.1.1 such inspections are recommended by a Boeing
service bulletin or service letter issued by Boeing within 48
months after delivery of such Aircraft, and
8.1.2 such reimbursement will not apply to any
inspections performed as an alternative to accomplishing
corrective action when such corrective action is available to
Buyer at the time such inspections are performed.
8.2 If a covered defect is determined to exist as a
result of the foregoing inspections, the remedies under this
Boeing warranty will apply to Aircraft in warranty as of the
warranty date set forth in the applicable Boeing service bulletin
or service letter or the date the defect was discovered by Buyer,
whichever date occurs first.
9. Wear and Tear.
Normal wear and tear and the need for regular maintenance
and overhaul will not constitute a defect.
10. Disclaimer and Release; Exclusion of Liabilities.
This Part A and the rights and remedies of Buyer and
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages
provisions of Article 12 of this Agreement.
11. Buyer's Indemnification of Boeing.
The provisions of Part E, "Buyer's Indemnification of
Boeing and Insurance" of Exhibit C, will apply to all warranty
work performed by Boeing hereunder in accordance with Buyer's
specific technical repair or correction instructions, to the
extent any legal liability of Boeing is based upon the content of
such instructions.
<PAGE>
PART B
WARRANTY REPAIRS AND MODIFICATIONS BY BUYER
1. General.
To expedite the return to service of any defective Aircraft
or systems, accessories, equipment and parts (items) that Boeing
is obligated to correct under the Boeing Warranty, repairs and
modifications may, at Buyer's option, be performed by Buyer
(work) and charged to Boeing, subject to the following:
2. Scope.
This option applies only to items manufactured to Boeing's
detailed design. The warranty and notice periods and all other
conditions and limitations applicable to the Boeing Warranty
apply to this option.
3. Repairs and Modifications.
All work will be performed in accordance with Boeing's
written instructions, using parts and materials as may be
furnished by Boeing and/or Boeing approved parts and materials as
may be furnished by Buyer.
4. Claims for Reimbursement.
Buyer's claim for reimbursement must be submitted in
writing to Boeing promptly after completion of the work. Such
claim must include the data set forth in paragraph 4.3 of Part A
of this Exhibit B and the following:
4.1 Description of the work performed by Buyer;
4.2 Date work was completed by Buyer;
4.3 Itemized account of the direct labor hours expended
in performing the work; and
4.4 Itemized account of the direct materials
incorporated in the work.
5. Reimbursement.
Upon approval of Buyer's claim for reimbursement, Boeing
will reimburse Buyer by issuing a credit memorandum as follows:
5.1 Direct Labor.
At the Warranty Labor Rate specified herein for
labor hours expended by Buyer's direct labor employees in
performing the work, including removal, disassembly, inspection,
bench testing, reassembly, final inspection, and reinstallation,
but not to exceed Boeing's estimate of required labor hours, and
excluding time for overhaul.
5.2 Direct Materials.
At the invoice cost to Buyer for all direct
materials incorporated in the work, excluding (i) materials used
for overhaul, (ii) materials furnished by Boeing at no charge,
(iii) materials which exceed Boeing's estimate of required
materials, and (iv) allowances for handling, overhead, taxes,
customs duties and the like.
5.3 Warranty Labor Rate.
The Warranty Labor Rate is [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] per
hour in 1996 year dollars or [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] of Buyer's
average direct hourly labor rate, whichever is greater. For this
purpose, "average direct hourly labor rate" is defined as the
average hourly rate (excluding all fringe benefits, premium-time
allowances, social charges, business taxes and the like) paid by
Buyer to Buyer's employees whose jobs are directly related to the
performance of the work. Prior to or concurrently with submittal
of Buyer's first claim for labor reimbursement, Buyer will notify
Boeing of Buyer's then-current average direct hourly labor rate,
and thereafter notify Boeing of any material change in such rate.
Boeing may require data from Buyer to substantiate such rates.
5.4 Limitation.
The total reimbursement with respect to the direct
labor and direct materials incorporated in the work, will not
exceed 65% of Boeing's then-current sales price for the item
unless a greater percentage is established for a particular item
by written agreement between Boeing and Buyer.
All claims for reimbursement will be subject to audit by Boeing.
Boeing will promptly notify Buyer of Boeing's disposition of each
claim submitted hereunder.
6. Replaced Parts.
If component parts of any assembly are replaced by Buyer,
the replaced parts will be tagged with the assembly part number,
the serial number and the warranty claim number and retained for
a period of 60 days following the date of submittal of Buyer's
claim, so as to be made available for Boeing's inspection. Such
parts may be scrapped after such 60-day period.
<PAGE>
PART C
BOEING SERVICE LIFE POLICY
1. Definitions.
1.1 "Airframe Component" means any of the primary
structural elements of the wing, fuselage, or vertical or
horizontal stabilizer set forth in Attachment A hereto and
installed in an Aircraft at the time of delivery.
1.2 "Landing Gear Component" means any of the primary
structural elements of the landing gear set forth in Attachment A
and installed in an Aircraft at the time of delivery.
1.3 "Spare Component" means any component set forth in
Attachment A that was furnished to Buyer pursuant to this Policy
or purchased by Buyer from Boeing as a spare part.
1.4 "Covered Component" means an Airframe Component, a
Landing Gear Component or a Spare Component.
1.5 "Failure" means any breakage or defect in a Covered
Component.
1.6 "Failed Component" means a Covered Component in
which a Failure has occurred.
2. Service Life Policy.
If a Failure occurs in any Covered Component within the
following periods, Boeing will promptly, at a price calculated
pursuant to this Policy, either (i) design and furnish to Buyer
materials required to correct the Failed Component (excluding
industry standard parts) or (ii) furnish to Buyer a replacement
Covered Component:
2.1 As to any Airframe Component or Landing Gear
Component, within 12 years after delivery of the Aircraft in
which such component was initially installed; or
2.2 As to any Spare Component, within 12 years after
delivery of such Spare Component, or within 12 years after
delivery by Boeing of the last new Model 737 aircraft to Buyer,
whichever first expires.
3. Price.
The price that Buyer will pay for the correction or
replacement of a Failed Component will be calculated pursuant to
the following formula:
P = CT
144
where:
P = price to Buyer
C = Boeing spare parts sales price at time of correction
or replacement
T = total age in months of the Failed Component from the
date of delivery to Buyer to the date of Failure.
4. Conditions and Limitations.
Boeing's obligations under this Policy are conditioned upon
the following:
4.1 Buyer must notify Boeing of the Failure within three
months after it becomes apparent to Buyer.
4.2 Buyer must provide reasonable evidence that the
claimed Failure is covered by this Policy and if requested by
Boeing, that such Failure was not the result of (i) the breakage
of or a defect in a component not covered by this Policy, (ii) an
extrinsic force, (iii) an act or omission of Buyer, or (iv)
operation or maintenance contrary to applicable regulations or
Boeing's instructions.
4.3 If return of a Failed Component is practicable and
requested by Boeing, Buyer will return such Failed Component to
Boeing at Boeing's expense.
4.4 Buyer's rights and remedies under this Policy are
limited to the receipt of corrective materials or replacement
components at prices calculated in accordance with this Policy.
5. Disclaimer and Release; Exclusion of Liabilities.
This Part C and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages
provisions of Article 12 of this Agreement.
<PAGE>
COVERED AIRFRAME AND LANDING GEAR COMPONENTS
1. Wing.
(a) Upper and lower skins and stiffeners between the
forward and rear wing spars.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and
spanwise beams, but not the seat tracks attached to floor
beams.
(g) Engine strut support fittings attached directly to
wing primary structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and
spoiler actuators; for aileron hinges and reaction links;
and for leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Aileron, leading edge device and trailing edge flap
internal, fixed attachment and actuator support structure.
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and frames
between the forward pressure bulkhead and the vertical
stabilizer rear spar bulkhead and structural support and
enclosure for the APU but excluding all system components
and related installation and connecting devices,
insulation, lining, and decorative panels and related
installation and connecting devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door mechanisms
and movable hinge components. Sills and frames around the
body openings for the passenger doors, cargo doors and
emergency exits, excluding scuff plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, bulkheads, and gear support
structure.
(e) Main gear wheel well structure including pressure
deck and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead
and the main gear wheel well aft bulkhead including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but excluding
all system components and related installation and
connecting devices, insulation, lining, decorative panels
and related installation and connecting devices.
(j) Support structure in the body for the stabilizer
pivot and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding
bearings.
(e) Support structure in the vertical stabilizer for
rudder hinges, reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator
support structure.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw
support structure.
(e) Support structure in the horizontal stabilizer for
the elevator hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator
support structure.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure and including the engine-mounted support
fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Upper and lower side struts, including spindles,
universals and reaction links.
(d) Drag strut.
(e) Bell crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings,
bolts, bushings, clamps, brackets, actuating mechanisms
or latching mechanisms used in or on the Covered
Components.
<PAGE>
PART D
BOEING INDEMNITY AGAINST PATENT INFRINGEMENT
1. Indemnity.
Subject to the provisions of this Part D, Boeing will
indemnify and hold harmless Buyer, its officers, directors and
employees from and against all claims, suits, actions,
liabilities, damages and costs arising out of actual or alleged
infringement, by any Aircraft or any system, accessory, equipment
or part (item) installed thereon at the time of Aircraft
delivery, of any patent issued under the laws of any country in
which Buyer lawfully operates the Aircraft (Country).
2. Exceptions.
2.1 This indemnity will not apply unless, from the time
of design of the allegedly infringing Aircraft or item until the
resolution of the infringement claim, the Country and flag
country of the Aircraft: (i) are fully bound by the Chicago
Convention on International Civil Aviation of December 7, 1944,
and are fully entitled to all benefits of Article 27 thereof, or
(ii) have been parties to the International Convention for the
Protection of Industrial Property (Paris Convention).
2.2 This indemnity will not apply to Buyer Furnished
Equipment, Engines, any system, accessory, equipment or part that
was not manufactured to Boeing's detailed design, or to any
system, accessory, equipment or part manufactured to Boeing's
detailed design without Boeing's authorization.
3. Conditions and Limitations.
Buyer's remedy and Boeing's obligations hereunder are
subject to the following:
3.1 Buyer must give Boeing written notice within 10 days
after Buyer receives written notice of a suit or action against
Buyer alleging infringement or within 20 days after Buyer
receives a written claim of infringement.
3.2 Following receipt of such notice Boeing may conduct
negotiations with any party claiming infringement and may
intervene in any suit or action. Whether or not Boeing
intervenes, Boeing will be entitled at any stage of the
proceedings to assume or control the defense.
3.3 Buyer will (i) promptly furnish to Boeing all data,
records and assistance within Buyer's control which are material
to any such claim, suit or action and (ii) (except as to amounts
mandated by a judgment) obtain Boeing's prior approval to pay or
assume any liabilities, damages, royalties or costs.
3.4 Boeing's obligations and Buyer's remedies herein
exclude Buyer's incidental or consequential damages and
liabilities, costs, loss of revenue or loss of profit resulting
from loss of use, but include, at Boeing's option, replacing the
infringing item or otherwise curing any infringement on account
of which use of the Aircraft by Buyer is prevented.
3.5 Boeing's obligations and Buyer's remedies herein are
exclusive and in substitution for, and Buyer hereby waives,
releases and renounces, all other indemnities, obligations and
liabilities of Boeing and any assignee of Boeing, and all other
rights, remedies and claims, including claims for damages,
direct, incidental or consequential, of Buyer against Boeing or
any assignee of Boeing, express or implied, arising by law or
otherwise, with respect to any actual or alleged patent
infringement or the like by any Aircraft or any item installed
therein.
<PAGE>
PART D-1
BOEING INDEMNITY AGAINST COPYRIGHT INFRINGEMENT
1. Indemnity.
Subject to the following, Boeing will indemnify Buyer, its
officers, directors and employees, with respect to claims, suits,
damages and costs arising out of copyright infringement by any
computer software included with the Aircraft when the Aircraft is
first delivered by Boeing (Aircraft Software).
2. Exceptions, Limitations and Conditions.
2.1 Boeing will have no obligation to indemnify Buyer
relative to Buyer Furnished Equipment, engines, software not
manufactured to Boeing's detailed design, or software
manufactured to Boeing's detailed design without Boeing's written
authorization.
2.2 Boeing's obligation to indemnify Buyer is limited to
infringements (a) in countries where Buyer lawfully operates the
Aircraft (Countries) and (b) where, from the time of creation of
the allegedly infringing software until the resolution of the
infringement claim, the Countries and flag country of the
Aircraft are members of The Berne Union and recognize computer
software as a "work" under The Berne Convention.
2.3 Boeing will have no obligation or liability for loss
of use, revenue or profit, or for any other incidental or
consequential damages.
2.4 Boeing may, at its option, replace any infringing or
allegedly infringing Aircraft Software (or item containing
Aircraft Software) with a noninfringing equivalent.
2.5 Buyer must inform Boeing in writing (a) within 10
days after Buyer receives written notice of a suit or other
formal action against Buyer alleging copyright infringement
involving Aircraft Software and (b) within 30 days after Buyer
receives any allegation or claim in the nature of copyright
infringement involving Aircraft Software.
2.6 Boeing may negotiate with any party claiming
infringement and may intervene or assume control of the defense
at any stage in any infringement suit or action.
2.7 Buyer will promptly furnish to Boeing all data,
records and assistance within Buyer's possession or control which
may be material to any copyright infringement claim, suit or
action relating to Aircraft Software.
2.8 Other than as required by a final judgment entered
by a court of competent jurisdiction, Buyer will not make any
payment or commitment to pay, assume any obligation, or make any
material concession relative to any copyright infringement for
which Boeing may otherwise be obligated.
2.9 The obligations of Boeing and remedies of Buyer set
forth in this Part are exclusive and in substitution for, and
Buyer hereby waives, releases and renounces, all other
indemnities, obligations, and liabilities of Boeing and all other
rights, claims and remedies of Buyer against Boeing, express or
implied, arising by law or otherwise, with respect to any actual
or alleged copyright infringement or the like by any Aircraft or
any item included in any Aircraft.
<PAGE>
PART E
SUPPLIER WARRANTIES AND PATENT INDEMNITIES
1. Supplier Warranties and Supplier Patent Indemnities.
Boeing will use diligent efforts to obtain adequate
warranties and indemnities against patent infringement
enforceable by Buyer from manufacturers (Suppliers) of systems,
accessories, equipment or parts installed on the Aircraft at the
time of delivery that were selected and purchased by Boeing, but
not manufactured to Boeing's detailed design. Boeing will
furnish copies of such warranties and patent indemnities to Buyer
prior to delivery of the first Aircraft.
2. Boeing Assistance in Administration of Supplier Warranties.
Buyer will be responsible for submitting warranty claims
directly to Suppliers; however, if Buyer experiences problems
enforcing any Supplier warranty obtained by Boeing for Buyer,
Boeing will conduct an investigation of such problems and assist
Buyer in the resolution of such claims.
3. Boeing Support in Event of Supplier Default.
3.1 If any Supplier defaults in the performance of a
material obligation under a design, material or workmanship
warranty obtained by Boeing for Buyer, and Buyer provides
evidence to Boeing that such default has occurred, then the
equivalent warranty and related provisions set forth in this
Product Assurance Document will apply to the claimed defect.
3.2 At Boeing's request, Buyer will assign to Boeing,
and Boeing will be subrogated to, Buyer's rights against the
manufacturer providing such Supplier warranty.
<PAGE>
PART F
ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN
Boeing has obtained from CFM International, Inc. (CFMI) the
right to extend to Buyer the provisions of CFMI's warranty as set
forth below (herein referred to as the "Warranty"); subject,
however, to Buyer's acceptance of the conditions set forth
herein. Accordingly, Boeing hereby extends to Buyer and Buyer
hereby accepts the provisions of CFMI's Warranty as hereinafter
set forth, and such Warranty shall apply to all CFM56-7 type
Engines (including all Modules and Parts thereof) installed in
the Aircraft at the time of delivery or purchased from Boeing by
Buyer for support of the Aircraft except that, if Buyer and CFMI
or CFM International, S.A. have executed, or hereafter execute, a
General Terms Agreement, then the terms of that Agreement shall
be substituted for and supersede the provisions of Paragraphs 1
through 10 below and Paragraphs 1 through 10 below shall be of no
force or effect and neither Boeing nor CFMI shall have any
obligation arising therefrom. In consideration for Boeing's
extension of the CFMI Warranty to Buyer, Buyer hereby releases
and discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of such
CFM56-7 type Engines and Buyer hereby waives, releases and
renounces all its rights in all such claims, obligations and
liabilities. In addition, Buyer hereby releases and discharges
CFMI from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7
type Engines except as otherwise expressly assumed by CFMI or CFM
International, S.A. in such CFMI Warranty or General Terms
Agreement between Buyer and CFMI or CFM International, S.A. and
Buyer hereby waives, releases and renounces all its rights in all
such claims, obligations and liabilities.
<PAGE>
CFMI INTERNATIONAL INC. WARRANTY
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
PART G
BOEING INTERFACE COMMITMENT
1. Interface Problems.
If Buyer experiences technical problems in the operation of
an Aircraft or its systems, the cause of which is not readily
identifiable by Buyer but which Buyer believes to be attributable
to the design characteristics of the Aircraft or its systems
(Interface Problem), Boeing will, without additional charge to
Buyer, promptly conduct an investigation and analysis to
determine the cause or causes of the Interface Problem and to
recommend such corrective action as may be feasible. Buyer will
furnish to Boeing all data and information in Buyer's possession
relevant to the Interface Problem, and will cooperate with Boeing
in the conduct of investigations and tests. Boeing will promptly
advise Buyer at the conclusion of its investigation of Boeing's
opinion as to the causes of the Interface Problem and Boeing's
recommendation as to corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is
primarily attributable to the design of any item manufactured to
Boeing's detailed design, Boeing will correct the design of such
item to the extent of any then-existing obligations of Boeing
under the provisions of the applicable Boeing Warranty or Boeing
Service Life Policy.
3. Manufacturer Responsibility.
If Boeing determines that the Interface Problem is
primarily attributable to the design of an item not manufactured
to Boeing's detailed design, Boeing will assist Buyer in
processing a warranty claim against the manufacturer of such
item.
4. Joint Responsibility.
If Boeing determines that the Interface Problem is
partially attributable to the design of an item manufactured to
Boeing's detailed design and partially to the design of an item
not manufactured to Boeing's detailed design, Boeing will seek a
solution to the Interface Problem through the cooperative efforts
of Boeing and the manufacturer of the other item and will
promptly advise Buyer of resulting corrective actions and
recommendations.
5. General.
Buyer will, if requested by Boeing, assign to Boeing any of
Buyer's rights against any manufacturer as Boeing may require to
fulfill its obligations hereunder.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part G and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer And
Release and Exclusion of Consequential and Other Damages
provisions of Article 12 of this Agreement.
<PAGE>
PART H
GENERAL
1. Duplicate Product Assurance Remedies.
Boeing will not provide or be requested to provide multiple
remedies for any claim made pursuant to the provisions of this
Product Assurance Document.
2. Notices.
References to "Boeing" in connection with notices or
communications throughout this Product Assurance Document mean
Boeing's Product Assurance Regional Manager at Renton,
Washington.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
CODE TWO - MAJOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1951
<PAGE>
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Customer Support Document is Exhibit C to and forms a
part of Purchase Agreement No. 1951 between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737-724/-824 aircraft. This Customer
Support Document consists of the following parts:
PART A Boeing Maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
PART F Alleviation or Cessation of Performance
<PAGE>
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided
by Boeing (Maintenance Training) at Boeing's training facility at
or near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
If any part of the Maintenance Training is not used by Buyer
prior to delivery of the first Aircraft, Boeing will not be
obligated to provide such Maintenance Training at a later date,
unless the parties have otherwise agreed in writing.
All instruction, examinations and materials shall be
prepared and presented in the English language and in the units
of measure used by Boeing.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Planning Conference.
No later than 12 months prior to delivery of Buyer's first
Aircraft, Boeing and Buyer will conduct a planning conference in
order to schedule and discuss the Maintenance Training.
3. Maintenance Training Program.
The Maintenance Training Program will (i) consist of
classroom presentations supported by training materials and aids
and (ii) if practicable, include an escorted tour of aircraft
production areas and/or flight lines. The Maintenance Training
will include the following courses:
3.1 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Electrical instruction, where necessary, will be
provided in order to clarify mechanical system operation.
One class; up to 15 students.
3.2 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Mechanical instruction, where necessary, will be
provided in order to clarify electrical system operation.
One class; up to 15 students.
3.3 Avionics Systems Course.
This course provides instruction on the maintenance of
the Aircraft automatic flight control systems, communications and
navigation systems. It is oriented to those personnel who
specialize in trouble analysis and line maintenance on avionics
systems.
One class; up to 15 students.
3.4 Aircraft Rigging Course.
This course provides instruction on aircraft rigging
so as to provide Buyer's specialist personnel with the necessary
information to rig all flight control surfaces, landing gear
components, aircraft doors and engines. The conditions set forth
in paragraph 4 below will be applicable with respect to Boeing's
providing such course.
One class; up to 6 students at a mutually acceptable alternate
facility.
3.5 Advanced Composite Repair Course.
This course provides instruction for Buyer's
structural repair personnel and promotes understanding of the
design philosophy, inspection and repair of advanced composite
components.
One class; up to 8 students.
4. Training at a Facility Other Than Boeing's.
If requested prior to the conclusion of the Maintenance
Training Planning Conference, Boeing will conduct the classroom
training described above (except for the Advanced Composite
Repair Course) at a mutually acceptable alternate training site,
subject to the following conditions:
4.1 Buyer will be responsible for providing acceptable
classroom space and training equipment required to present the
Boeing courseware.
4.2 Buyer will pay Boeing's then-current per diem charge
for each Boeing instructor for each day, or fraction thereof,
such instructor is away from Seattle, including travel time.
4.3 Buyer will reimburse Boeing for round-trip
transportation for Boeing's instructors and training materials
between Seattle and such alternate training site.
4.4 Buyer will pay, or reimburse Boeing for, all taxes,
fees, duties, licenses, permits and similar expenses incurred by
Boeing and its employees as a result of Boeing's providing the
training at such alternate site.
4.5 Those portions of training that require the use of
Boeing's training devices shall be conducted at Boeing-designated
facilities.
5. Supplier Training.
The Maintenance Training includes sufficient information on
the location, operation and servicing of Aircraft equipment,
accessories and parts provided by suppliers to support line
maintenance functions.
If Buyer requires additional maintenance training with
respect to any supplier-provided equipment, accessories or parts,
Buyer will schedule such training directly with the supplier. If
Buyer experiences difficulty in scheduling such training, Boeing
will, if requested, assist Buyer in coordinating and scheduling
such training.
6. Student Training Material.
No revision service will be provided for the material
provided hereunder.
6.1 Manuals.
Boeing will provide at the beginning of each
Maintenance Training course 1 copy of a training manual or
equivalent for each student attending such course.
6.2 Panel Description/Component Locator Guide/
Field Trip Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator Guide/Field Trip Checklist Manual
for each student in each applicable Maintenance Training course.
7. Other Training Material.
At the conclusion of the Maintenance Training Program,
Boeing will provide to Buyer 1 set of the following training
materials, as used in the full Aircraft systems courses.
Revision service will not be provided for these materials.
7.1 Visual Aids.
7.1.1Blackline 8-1/2 x 11-inch projection
transparencies.
7.1.2Full-scale instrument panel wall charts in the
form of black and white copies and mylar reproducible copies.
7.1.3Training slides.
7.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black and white
reproduction of all graphics and applicable text.
7.3 Video Programs.
Video programs on 3/4-inch U-matic or 1/2-inch VHS
cassette formats in NTSC, PAL or SECAM standards, as selected by
Buyer.
7.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation.
7.5 Shipment of Materials.
The training materials described above will be shipped
to Buyer 30 days after completion of the first class of each
applicable Maintenance Training course.
7.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters (except
training slides and CBT) described above will, at the conclusion
of the shipments thereof, reflect the configuration of the first
Aircraft as delivered to Buyer. CBT Courseware will reflect the
major configuration of the first Aircraft delivered to Buyer.
8. Course Completion Records.
At the completion of the Maintenance Training, Boeing will
provide Buyer with course completion records consisting of the
following:
8.1 Master copies of all examinations given.
8.2 Attendance and examination records for each student.
8.3 Certificate of completion for each course each student
successfully completes.
<PAGE>
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General.
This Part describes the support services to be provided by
Boeing at no additional charge to Buyer, unless otherwise
specified herein. Except with respect to Field Services, the
services described in this Part will be provided by Boeing during
a period commencing with delivery of the first Aircraft and
continuing so long as one Aircraft is regularly operated by Buyer
in commercial air transport service.
2. Field Service Engineering.
Boeing will furnish field service representation to advise
Buyer on maintenance and operation of the Aircraft (Field
Services) as follows:
2.1 Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for a period
beginning prior to delivery of the Aircraft and terminating 12
months after delivery of the Aircraft. If such Field Service
Periods overlap, the Field Services will be provided
concurrently.
2.2 Buyer will furnish at no charge to Boeing suitable
office space and equipment that will include desks, chairs, file
cabinets and an electrical power source in, or convenient to,
Buyer's facility where each/any Boeing representative is
providing Field Services. As required, Buyer will assist each
representative providing Field Services with visas, work permits,
customs, mail handling, identification passes, and local airport
authorities.
2.3 In addition to the Field Services referred to above,
the services of any Boeing field service representative will also
be available to Buyer anywhere Buyer may land the Aircraft.
2.4 Boeing may, from time to time, provide additional
support services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory
capacity.<PAGE>
3.Additional Engineering Support Services.
Boeing will, if requested by Buyer in writing, provide
technical advisory assistance with respect to the Aircraft and
accessories, equipment and parts manufactured to Boeing's
detailed design and installed in the Aircraft at the time of
delivery. Such technical advisory assistance, which will be
provided from Seattle, will include:
3.1 analysis of and comment on any Aircraft service or
operational problem experienced by Buyer in order to determine
the nature of the problem and its cause and to suggest possible
solutions;
3.2 analysis of and comment on Buyer's engineering
releases relating to structural repairs of the Aircraft not
covered by Boeing's Structural Repair Manual; and
3.3 analysis of and comment on Buyer's engineering
proposals for changes in, or replacement of, parts, accessories
or equipment manufactured to Boeing's detailed design (excluding
computer software embedded or included therein); provided that
Boeing will not analyze or comment on any such change or
replacement which constitutes a major structural change, nor on
any engineering release related thereto, unless Buyer's request
for such analysis and comment is accompanied by complete detailed
drawings, substantiating data (including data, if any, required
by applicable government agencies), all stress or other
appropriate analysis, and a specific statement from Buyer of the
kind of review and response desired by Buyer.
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
Boeing will, at Buyer's request, send qualified Boeing
engineering representatives to Buyer's main base to evaluate
Buyer's technical facilities, tools and equipment for servicing
and maintaining the Aircraft, to recommend changes where
necessary and to assist in the formulation of Buyer's overall
maintenance plan.
<PAGE>
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery,
which services may include such items as Master Changes (Kits
and/or Data), training, and maintenance and repair of the
Aircraft. The provision of such additional services will be
subject to (i) a mutually acceptable price, schedule and scope of
work and (ii) Boeing's then-current standard contract therefor,
including disclaimer and release, exclusion of consequential and
other damages, and indemnification and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an Aircraft
after delivery of such Aircraft, but prior to its initial
departure flight, or upon its return to Boeing's facilities prior
to completion of such flight, the following provisions will
apply:
4.3.1 Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set
forth in Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to
the extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4 The disclaimer and release and Exclusion of
Consequential and Other Damages provisions set forth in Article
12 of this Agreement and the indemnification and insurance
provisions set forth in this Exhibit C will apply to such Boeing
work.
4.3.5 In performing such work, Boeing may rely upon
the commitment authority of Buyer's personnel requesting such
work.
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning
design, manufacture, operation, maintenance, modification, repair
and in-service experience.
<PAGE>
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be provided by
Boeing (Flight Training) at or near Seattle, or at some other
location to be determined pursuant to this Part. The Flight
Training will be provided at no additional charge to Buyer,
except as otherwise provided herein.
All instruction, examinations and materials will be prepared
and presented in the English language and in the units of measure
used by Boeing.
Buyer will be responsible for the living expenses of Buyer's
personnel during the Flight Training Program. For Flight
Training provided at or near Seattle, Boeing will transport
Buyer's personnel between their local lodging and the training
facility.
2. Flight Training Differences Program.
In conjunction with earlier sales to Buyer of aircraft of
the same model type as the Aircraft, Boeing has provided to Buyer
comprehensive flight training for such aircraft. If requested by
Buyer at least 12 months prior to delivery of the first Aircraft,
Boeing agrees to provide, if required, 1 classroom training class
to acquaint up to 4 cockpit crews of Buyer's personnel with any
operational, systems and performance differences significant to
the operation of the Aircraft, between the first Aircraft
scheduled for delivery pursuant to this Agreement and the last
aircraft of the same model type as the aircraft previously
delivered by Boeing to Buyer. Such course will be scheduled by
mutual agreement of Boeing's and Buyer's flight training
organizations.
3. Student Training Material.
Student training material, in Boeing's then-standard format,
will be provided to Buyer's personnel (1 set per student) as
listed below. No revision service will be provided for the
material provided hereunder.
Operations Manual
Quick Reference Handbook
4. Other Training Material.
At the conclusion of the Differences Flight Training, Boeing
will provide 1 set of the following materials, as used in the
Flight Training Program. Revision service will not be provided
for these materials.
4.1 Computer Based Training (CBT).
Boeing will provide a copy of Boeing developed CBT
materials used in the Flight Training Program. The CBT
Courseware will reflect the major configuration of Buyer's first
Aircraft. Buyer will require certain equipment and materials in
order to use the CBT Program. Equipment and materials required
to run the CBT Program will be procured by Buyer at Buyer's
expense. The CBT materials provided include the following:
4.1.1 1 copy of lesson files supplied on CD-ROM
disc.
4.1.2 1 paper copy of loading and operation
instructions for installing the lessons on an MS-DOS compatible
Personal Computer or File Server.
4.1.3 1 copy of the runtime software required to run
the CBT lessons.
4.2 Full-Scale Color Instrument Panel Wall Charts.
5. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the Flight
Training at a mutually acceptable alternate training site,
subject to the following conditions:
5.1 Buyer will be responsible for providing classroom
space acceptable to Boeing, a flight simulator and training
equipment required to present the Boeing courseware.
5.2 Buyer will pay Boeing's then-current per diem charge
for each Boeing instructor for each day, or fraction thereof,
such instructor is away from Seattle, including travel time.
5.3 Buyer will reimburse Boeing for round-trip
transportation for Boeing's flight training instructors and
materials between Seattle and such alternate site.
5.4 Buyer will pay, or reimburse Boeing for, all taxes,
fees, duties, licenses, permits and similar expenses incurred by
Boeing and its employees as a result of Boeing's providing the
training at such alternate site.
5.5 Those portions of the training that require the use of
Boeing's training devices, if any, will be conducted at Boeing-
designated facilities.
<PAGE>
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set
forth herein at no additional charge to Buyer, unless otherwise
specified herein. Such data and documents will, where
applicable, be prepared essentially in accordance with the
provisions of Revision 33 to Air Transport Association of America
(ATA) Specification No. 100, dated June 1, 1956, entitled
"Specification for Manufacturers' Technical Data," with the
following specific exceptions: The Illustrated Parts Catalog
will be prepared essentially in accordance with the provisions of
Revision 28; the Overhaul and Component Maintenance Manuals will
be written to the ATA Revision level established for the airplane
model the component was originally used on. Such data and
documents are only intended to provide Buyer with pertinent
information on components, equipment and installations designed
by Boeing for aircraft of the same model type as the Aircraft.
Such data and documents will be in English and in the units of
measure used by Boeing, except as otherwise specified herein or
as may be required to reflect Aircraft instrumentation.
Digitally-produced data and documents will, where applicable for
the Model 737-724, be prepared essentially in accordance with the
provisions of Revision 0 of Air Transport Association of America
(ATA) Specification 2100, dated January 1994, entitled "Digital
Data Standards for Aircraft Support."
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information
belonging to Boeing; and Buyer will treat them in confidence and
use and disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated
as Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose
of maintenance, repair, or modification of an Aircraft or spare
part as permitted in the Spare Parts GTA or Customer Services GTA
between Buyer and Boeing, and then only in connection with an
Aircraft or spare part for which the Document in question is
tabulated or identified by Boeing serial number, and (b) for the
purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.
2.3 Any Document may be provided to Buyer's contractors
for maintenance, repair, or modification of the Aircraft; and
Airplane Flight Manuals, Operations Manuals, Aircraft Maintenance
Manuals, Wiring Diagram Manuals, System Schematics Manuals,
Component Maintenance/Overhaul Manuals and assembly and
installation drawings may be provided to Buyer's contractors for
development and manufacture of training devices for use by Buyer,
but in both cases, only if Buyer's contractor is, at the time of
transfer of Documents, bound by a Boeing Customer Services GTA,
or other appropriate proprietary information protection agreement
with Boeing, applicable to the Documents.
3. Document Formats and Quantities.
The documents set forth in the Attachment will be provided
by Boeing to Buyer in the quantities and formats to be determined
during Buyer's Planning Conference wherein the Boeing Spares
Organization will outline a Customer Support plan for the
introduction of these Aircraft. Revisions to such Documents will
be provided as necessary to reflect the configuration, at time of
delivery, of the Aircraft to which this Part D applies. Space is
provided in the Attachment for Buyer and Boeing to indicate
changes, mutually agreed upon concurrently with signing this
Agreement, in the quantities and formats of such Documents to be
hereinafter provided.
In the event Boeing determines that revisions would not be
appropriate for any of the Documents described in the Attachment,
Boeing reserves the right to furnish to Buyer, in lieu of such
revisions, a separate publication of such Document for the
Aircraft in the same format and quantity as indicated in the
Attachment. Revision service for such publication will be the
same as for the document it replaces.
4. Revision Service.
Further revisions to any such documents will be provided as
set forth in the original purchase agreement, purchase agreement
supplement, or as may have been amended by the parties, for such
aircraft.
5. Supplier Technical Data.
Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's aircraft of
the same model type as the Aircraft were originally provided to
Buyer. As indicated in such prior purchase agreement or
supplement, the provisions of such supplier data program are not
applicable to items of Buyer Furnished Equipment
6. Additional Data and Documents.
If Boeing provides data or documents other than Documents
which are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.
7. Buyer's Shipping Address.
Boeing will ship the Documents furnished hereunder to
Buyer's shipping address for data and documents previously
provided to Boeing. Buyer shall promptly notify Boeing of any
change to such address.
<PAGE>
<TABLE>
<CAPTION>
ORIGINAL REVISED
ITEM NAME QUANTITY QUANTITY FORMAT
<S> <C> <C> <C> <C>
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual Printed 1 Side
NOTE: An additional copy is
placed aboard each
airplane at delivery
as required by FAR's.
2. Operations Manual and Quick Printed 2 Sides
Reference Handbook
3. Weight and Balance Control Reproduced
and Loading Manual
4. Dispatch Deviation Printed 2 Sides
Procedures Guide
5. Flight Crew Training Manual Printed 2 Sides
6. Performance Engineer's Manual Printed 2 Sides
7. Fault Reporting Manual Printed 2 Sides
B. MAINTENANCE
1. Aircraft Maintenance Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
2. Wiring Diagram Manual 1 1 Full-Size Mylar
Reproducible of any
Wiring Diagram or
Chart on specific
request therefor
1 1 One set of 35mm
Aperture Cards of all
Wiring Diagrams and
Charts
Standard Printed
Copies of Entire
Manual
Standard Printed
Copies of all
sections except EDP
portion
EDP portion in
Microfilm, 16mm,
Duplicate
EDP portion in
Microfilm, 16mm,
Master
Entire Manual,
Microfilm, 16mm,
Duplicate
Entire Manual,
Microfilm, 16mm,
Master
Digital Format
3. System Schematics Manual Printed 2 Sides
Full-Size Mylar
Reproducibles of any
page, upon specific
request therefor
35mm Aperture Cards
Schematics,
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
4. Electrical Connectors Printed
Options Document
5. Fault Isolation Manual Printed 2 Sides or
(if separate)
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
6. Structural Repair Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
7. Component Maintenance/ Printed 2 Sides
Overhaul Manuals
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
8. Chapter 20 Standard Printed 2 Sides
Overhaul Practices Manual
(total quantity - all models) Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
9. Chapter 20 Standard Wiring Printed 2 Sides
Practices Manual
(total quantity - all models) Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
10. Nondestructive Test Printed 2 Sides
Manual
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
11. Service Bulletins Printed 2 Sides
12. Service Bulletin Index Printed 2 Sides
13. Corrosion Prevention Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
14. Fuel Measuring Stick Reproduced
Calibration Document
15. Power Plant Buildup Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
Digital Format
16. In-Service Activity Report Printed
17. Significant Service Item Printed
Summary
18. All Operators Letters Printed
19. Service Letters Printed
20. Maintenance Tips Printed
21. FMS BITE Manual Printed 2 Sides
Microfilm, 16mm,
Duplicate
Microfilm, 16mm,
Master
22. Production Management Data Base Digital Format
(PMDB)
23. Combined Index Printed 2 Sides
Digital Format
<PAGE>
C. MAINTENANCE PLANNING
1. Maintenance Planning Printed
Data Documents
2. Maintenance Task Cards Printed 1 Side
3. Maintenance Inspection Printed
Intervals Report
(total quantity - all models)
D. SPARES
1. Illustrated Parts Catalog Printed 2 Sides
(select one format only)
Printed 1 Side
Microfilm (16mm)
Microfilm (Silver
Halide)
2. Standards Books
a. Index Printed 2 Sides
Microfilm
b. Parts Standards Printed 2 Sides
Microfilm
c. Parts Specifications Printed 2 Sides
Microfilm
d. Standards for Repair Printed 2 Sides
Microfilm
e. Obsolete Standards Printed 2 Sides
Microfilm
f. Commercial Markers Printed 2 Sides
Microfilm
g. Commercial Markers 737 Printed 2 Sides
Microfilm
h. Passenger Cabin Symbology Printed 2 Sides
(Commercial Placards)
Microfilm
i. Process Standards Printed 2 Sides
Microfilm
j. Material Standards Printed 2 Sides
Microfilm
k. Drafting Standards Practices Printed 2 Sides
Microfilm
l. Specification Support Printed 2 Sides
Standards
Microfilm
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Printed 2 Sides
Planning Document
2. Special Tool and Ground Sets Aperture
Handling Equipment Drawings Cards
Sets Reproducible
Sets Black & White
Copies
3. Special Tool and Ground Printed 2 Sides
Handling Equipment Drawings
Index
4. Supplementary Tooling Printed 2 Sides
Documentation
(Total quantity - all models)
5. System Test Equipment Printed 1 Side
Document
6. Illustrated Tool and Printed 2 Sides
Equipment Manual
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
7. Airplane Recovery Document Printed 2 Sides
8. Aircraft Rescue and Printed
Firefighting Document
9. Engine Handling Document Printed 2 Sides
F. EROPS
Configuration, Maintenance Printed 2 Sides
and Procedures for Extended
Range Operations Document
G. COMPUTER SOFTWARE DOCUMENTATION FOR AIRBORNE COMPONENTS
Computer Software Index Printed 2 Sides
H. Supplier Technical Data
Product Support Supplier Printed
Directory (total quantity -
all models)
</TABLE>
<PAGE>
PART E
BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE
1. Buyer's Indemnification Of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way
related to the performance by Boeing of training, services or
other obligations pursuant to this Exhibit C, whether or not
arising in tort or occasioned in whole or in part by the
negligence of Boeing, whether active, passive or imputed.
1.1 With regard to training, services and obligations
other than Revenue Service Training, the foregoing
indemnification will not apply to the legal liability to persons
or parties other than Buyer or Buyer's assignees arising out of
an accident caused solely by a product defect in an Aircraft.
1.2 With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising
out of an accident caused solely by a product defect in an
Aircraft.
2. Buyer's Insurance.
Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft. Accordingly, Buyer
will provide certificates of insurance specifically referencing
the Agreement and paragraph 1 of this Part E. In addition to
showing policy number, limits of liability, and effective dates
of coverage, such certificates will contain but not be limited to
the following provisions:
2.1 Hull All Risk; Hull War & Allied Perils Insurance.
Insurers and/or reinsurers will hold harmless and
waive all rights of subrogation against Boeing for any damages or
claims arising out of these Exhibit C services.
2.2 Aircraft Liability Insurance.
(a) To name Boeing as an additional insured in
connection with the performance by Boeing of training, services,
or other obligations provided under this Exhibit C.
(b) To provide that the insurance arranged herein will
be primary and without right of contribution with respect to any
other insurance which may be available for the protection of
Boeing.
(c) To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional
insured.
(d) To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.
2.3 For Coverages Specified in 2.1 and 2.2.
(a) Acknowledgment from Buyer's insurance broker that
the insurers and/or reinsurers have been provided a copy of the
Agreement and accept and insure the risks and indemnity herein to
the extent of the coverage and endorsements as described in this
certificate.
(b) To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
(c) That Boeing will not be responsible for payment,
set off, or assessment of any kind of any premiums in connection
with the policies, endorsements or coverages described herein.
(d) For the purpose of this Part E, "Boeing" is
defined as The Boeing Company, its divisions, subsidiaries,
affiliates, the assignees of each and their respective directors,
officers, employees and agents.
If more than one Aircraft is to be delivered under the
Purchase Agreement, the insurance certificates must reference all
Aircraft when delivered or separate certificates must be supplied
for each Aircraft. The certificates of insurance will be kept
current and valid.
<PAGE>
PART F
Alleviation or Cessation of Performance
Boeing will not be required to provide any services,
training, data or goods at a facility (other than its own) while:
1. a labor stoppage or dispute in progress involving Buyer
exists;
2. wars or warlike operations, riots or insurrections in
the country where such facility is located exist;
3. conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety
of its personnel and/or their families exist;
4. the United States Government refuses permission to any
Boeing personnel or their families to enter the country where
such facility is located, or recommends that any Boeing personnel
or their families leave such country; or
5. the United States Government refuses Boeing permission
to deliver goods or services to the country where such facility
is located.
Boeing further reserves the right, upon the occurrence of
any of such events, subsequent to the location of Boeing
personnel at Buyer's facility, to immediately and without prior
notice relocate its personnel and their families to a place of
Boeing's choosing. Any delay resulting therefrom will be deemed
a delay by mutual agreement.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit D to Purchase Agreement Number 1951
737-724/-824 Aircraft
<PAGE>
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1995 Base Price)
1. Formula.
The Aircraft Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P = Aircraft Basic Price (as set forth in Article 3.2 of
this Agreement).
ECI = A value using the "Employment Cost Index for workers
in aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the
months of March, June, September and December,
calculated as follows: A three-month arithmetic
average value (expressed as a decimal and rounded to
the nearest tenth) will be determined using the months
set forth in the table below for the applicable
Aircraft, with the released Employment Cost Index
value described above for the month of March also
being used for the months of January and February; the
value for June also used for April and May; the value
for September also used for July and August; and the
value for December also used for October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as
set forth in the "Producer Prices and Price Index"
(Base Year 1982 = 100) as released by the Bureau of
Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below for
the applicable Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
scheduled month of delivery as set forth in Article
2.1 occurs.
D = The calendar year during which the scheduled month of
delivery as set forth in Article 2.1 occurs.
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Aircraft Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
2.1 The Aircraft Price Adjustment, to be used at the time
of delivery of the Aircraft, will be determined by utilizing the
escalation provisions set forth above. The values released by
the Bureau of Labor Statistics and available to Boeing 30 days
prior to scheduled Aircraft delivery will be used to determine
the ECI and ICI values for the applicable months (including those
noted as preliminary by the Bureau of Labor Statistics) to
calculate the Aircraft Price Adjustment. If no values have been
released for an applicable month, the provisions set forth in
Paragraph 2.2 below will apply. If prior to delivery of an
Aircraft the U.S. Department of Labor changes the base year for
determination of the ECI or ICI values as defined above, such
rebased values will be incorporated in the Aircraft Price
Adjustment calculation. The payment by Buyer to Boeing of the
amount of the Purchase Price for such Aircraft, as determined at
the time of Aircraft delivery, will be deemed to be the payment
for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Price Adjustment, the parties will, prior to delivery of any such
Aircraft, select a substitute for such values from data published
by the Bureau of Labor Statistics or other similar data reported
by non-governmental United States organizations, such substitute
to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of
the original values as they may have fluctuated during the
applicable time period. Appropriate revision of the formula will
be made as required to reflect any substitute values. However,
if within 24 months from delivery of the Aircraft the Bureau of
Labor Statistics should resume releasing values for the months
needed to determine the Aircraft Price Adjustment, such values
will be used to determine any increase or decrease in the
Aircraft Price Adjustment from that determined at the time of
delivery of such Aircraft.
2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Aircraft Price Adjustment.
Note: Any rounding of a number, as required under this
Exhibit D with respect to escalation of the Aircraft
price, will be accomplished as follows: if the first
digit of the portion to be dropped from the number to
be rounded is five or greater, the preceding digit
will be raised to the next higher number.
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1951
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated July 23, 1996
Relating to
BOEING MODEL 737 AIRCRAFT
This Buyer Furnished Equipment Provisions Document is Exhibit E
to and forms a part of Purchase Agreement No. 1951, between The
Boeing Company (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer)
relating to the purchase of Boeing Model 737-724/-824 aircraft.
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
Certain equipment to be installed in the Aircraft is
furnished to Boeing by Buyer at Buyer's expense. This equipment
is designated "Buyer Furnished Equipment" (BFE) and is listed in
the Detail Specification. On or before April 4, 1997 for Model
737-724 and July 3, 1997 for Model 737-824, Boeing will provide
to Buyer a BFE Requirements On-Dock/Inventory Document (BFE
Document) or an electronically transmitted BFE Report which may
be periodically revised, setting forth the items, quantities, on-
dock dates and shipping instructions relating to the in sequence
installation of BFE. For planning purposes, a preliminary BFE
on-dock schedule is set forth in the attachment to this Exhibit.
2. Supplier Selection.
Buyer will:
2.1 Select and notify Boeing of the suppliers of the
following BFE items by the following dates should these items not
be selected as SPE by Buyer:
Model 737-724 Model 737-824
Galley System 10/9/96 2/12/97
Seats (passenger) 9/03/96 9/03/96
2.2 Meet with Boeing and such selected BFE suppliers
promptly after such selection to:
2.2.1 complete BFE configuration design requirements
for such BFE; and
2.2.2 confirm technical data submittal dates for BFE
certification.
3. Buyer's Obligations.
Buyer will:
3.1 comply with and cause the supplier to comply with the
provisions of the BFE Document or BFE Report;
3.1.1 deliver technical data (in English) to Boeing
as required to support installation and FAA certification in
accordance with the schedule provided by Boeing or as mutually
agreed upon during the BFE meeting referred to above;
3.1.2 deliver BFE including production and/or flight
training spares to Boeing in accordance with the quantities and
schedule provided therein; and
3.1.3 deliver appropriate quality assurance
documentation to Boeing as required with each BFE part (D6-56586,
"BFE Product Acceptance Requirements");
3.2 authorize Boeing to discuss all details of the BFE
directly with the BFE suppliers;
3.3 authorize Boeing to conduct or delegate to the supplier
quality source inspection and supplier hardware acceptance of BFE
at the supplier location;
3.3.1 require supplier's contractual compliance to
Boeing defined source inspection and supplier delegation
programs, including availability of adequate facilities for
Boeing resident personnel; and
3.3.2 assure that Boeing identified supplier's
quality systems be approved to Boeing document D1-9000;
3.4 provide necessary field service representation at
Boeing's facilities to support Boeing on all issues related to
the installation and certification of BFE;
3.5 deal directly with all BFE suppliers to obtain overhaul
data, provisioning data, related product support documentation
and any warranty provisions applicable to the BFE;
3.6 work closely with Boeing and the BFE suppliers to
resolve any difficulties, including defective equipment, that
arise;
3.7 be responsible for modifying, adjusting and/or
calibrating BFE as required for FAA approval and for all related
expenses;
3.8 warrant that the BFE will meet the requirements of the
Detail Specification; and
3.9 be responsible for providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining
waivers from the applicable regulatory agency for non-FAA
certifiable equipment.
4. Boeing's Obligations.
Other than as set forth below, Boeing will provide for the
installation of and install the BFE and obtain certification of
the Aircraft with the BFE installed.
5. Nonperformance by Buyer.
If Buyer's nonperformance of obligations in this Exhibit or
in the BFE Document causes a delay in the delivery of the
Aircraft or causes Boeing to perform out-of-sequence or
additional work, Buyer will reimburse Boeing for all resulting
expenses and be deemed to have agreed to any such delay in
Aircraft delivery. In addition Boeing will have the right to:
5.1 provide and install specified equipment or suitable
alternate equipment and increase the price of the Aircraft
accordingly; and/or
5.2 deliver the Aircraft to Buyer without the BFE
installed.
6. Return of Equipment.
BFE not installed in the Aircraft will be returned to Buyer
in accordance with Buyer's instructions and at Buyer's expense.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain
with Buyer or other owner. Boeing will have only such liability
for BFE as a bailee for mutual benefit would have, but will not
be liable for loss of use.
8. Indemnification of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including any Aircraft, arising out of or in any
way connected with any nonconformance or defect in any BFE and
whether or not arising in tort or occasioned in whole or in part
by the active, passive or imputed negligence of Boeing. This
indemnity will not apply with respect to any nonconformance or
defect caused solely by Boeing's installation of the BFE.
9. Patent Indemnity.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims, suits, actions, liabilities, damages and
costs arising out of any actual or alleged infringement of any
patent or other intellectual property rights by BFE or arising
out of the installation, sale or use of BFE by Boeing.
10. Definitions.
For the purposes of the above indemnities, the term "Boeing"
includes The Boeing Company, its divisions, subsidiaries and
affiliates, the assignees of each, and their directors, officers,
employees and agents.
<PAGE>
BOEING MODEL 737-724/-824 AIRCRAFT
Item Preliminary On-Dock Dates
Dates for 1st delivery of each model:
737-724 737-824
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Aircraft Aircraft
Seats 10/14/97 2/17/98
Galleys 10/9/97 2/12/98
Electronics 10/1/97 2/3/98
Furnishings 10/7/97 2/9/98
<PAGE>
1951PA/CALCONTINENTAL AIRLINES, INC.
DEFINED TERMS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit F to Purchase Agreement Number 1951
<PAGE>
DEFINED TERMS DOCUMENT
Dated July 23, 1996
Relating to
BOEING MODEL 737-724/-824 AIRCRAFT
This Document is Exhibit F to and forms a part of Purchase
Agreement No. 1951 (Agreement) between The Boeing Company
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the
purchase of Boeing Model 737-724/-824 aircraft.
The following is a list of those terms and their definitions
as used and not otherwise defined in this Agreement or the
Customer Services General Terms Agreement (CSGTA). Such terms
are identified in the Agreement by the use of an initial capital
letter.
<PAGE>
<TABLE>
DEFINED TERMS DOCUMENT
EXHIBIT F TO AGREEMENT NO. 1951
<CAPTION>
TERM DEFINITION FIRST REFERENCE
<S> <C> <C>
Advance Payment Boeing's estimate of the Article 3
Base Price Aircraft Price is set forth
in Article 3.
Agreement Purchase Agreement No. 1951, Opening
paragraph
including all Exhibits, the of the
Agreement
Detail Specification,
attachments, letter agreements
and other written modifications
and amendments thereto.
Aircraft (includes The aircraft described in Article 1,
"the", "all", Article 1, Para. 1.1. Para. 1.1
"first", "last",
"such", etc.)
Aircraft Basic The amount set forth in Article 3,
Price Article 3, Para. 3.1.4. Para. 3.1.4
Aircraft Price The total amount Buyer is Article 3,
to pay for an Aircraft which Para. 3.1.5
is described in Article 3,
Para. 3.1.5.
Aircraft Software The computer software Exhibit B,
included with the Aircraft Part D-1,
is delivered by Boeing, Para. 1
described in Exhibit B,
Part D-1, Para. 1.
Airframe Component A component described in Exhibit B,
Exhibit B, Part C, Part C,
Para. 1.1 Para. 1.1
Article An Article of the Agreement. Article 6,
Para. 6.4
Boeing The Seller of the Aircraft Opening
identified in the opening paragraph
paragraph of the Agreement. of the
Agreement
Boeing Warranty Part A of Exhibit B to the Exhibit B,
Agreement. Part A.,
Para. 1
Buyer The purchaser of the Aircraft Opening
identified in the opening paragraph
paragraph of the Agreement. of the
Agreement
Buyer Furnished Equipment provided by Buyer Article 4.1
Equipment or BFE Pursuant to Exhibit E for
installation by Boeing on the
Aircraft
Buyer Furnished Document provided by Article 13,
Equipment Document Boeing to Buyer defining Para. 13.1
requirements for BFE.
Exhibit E, Para. 1
Certificate of The certificate issued by Article 8,
Airworthiness the FAA pursuant to Part 21 Para. 8.1.1.2
of the Federal Aviation
Regulations for the type
of Aircraft purchased under
this Agreement as described
in Article 8.
Covered Component An Airframe Component as Exhibit B,
described in Exhibit B, Part C, Para.
Part C, Para. 1.4. 1.4
Customer Support Exhibit C to the Agreement. Article 12,
Document Para. 12.5
Customer Support The Boeing services, training Article 12,
Services and other obligations Para. 12.5
described in Exhibit C to
the Agreement.
Deposit The money paid by Buyer to Article 5,
Boeing as part of the Para. 5.1
acceptance of the Aircraft
proposal.
Detail The Boeing document that Article 1,
Specification describes the specifications Para. 1.1
of the Aircraft modified from
time to time to include
developmental and Buyer
requested changes.
Development Changes to the basic Article 7,
Change(s) specification that do not Para. 7.1
affect price, delivery,
guaranteed weight,
performance or interchange-
ability as described in
Article 7, Para. 7.1.
Disclaimer and The disclaimer and Release Article 12,
Release set forth in Article 12, Para. 12.2
Para. 12.2.
Documents The data and documents Exhibit C,
provided by Boeing under Part D, Para. 2
the Agreement.
Economic Price Article 3, Para. 3.1.4. Article 3,
Adjustment Para. 3.1.4
Engine(s) The engines installed on Article 3,
the Aircraft as described Para.3.1.2
in the Detail Specification.
Excusable Delay A delay resulting from any Article 6,
of the causes described in Para. 6.1
Article 6, Para 6.1.
Export Certificate A certificate issued by the Article 8,
of Airworthiness FAA as described in
Article 8, Para. 8.1.1.2.
FAA The Federal Aviation Admini- Article 8,
stration of the Department Para. 8.1.1
of Transportation of the
United States, including the
Administrator of the Federal
Aviation Administration, the
National Transportation
Safety Board and any other
authority or agency of the
Federal Government of the
United States having like
jurisdiction.
Failed Components A component as described in Exhibit B,
Exhibit B, Part C, Part C, Para
Para 1.6. 1.6
Failure Any breakage or defect as Exhibit B,
described in Exhibit B, Part C, Para.
Part C, Para. 5. 1.5
Federal Aviation The United States Federal Article 8,
Regulations Aviation Regulations and, Para. 8.1.1.1
if they are redesignated or
discontinued, any comparable
regulations or parts thereof
issued by the FAA.
Field Service(s) Boeing-provided services Exhibit C,
as described in Exhibit C, Part B, Para. 2
Part B, Para. 2.
Field Service The length of time Boeing Exhibit C,
Period provides Field Service to Part B, Para.
Buyer as described in 2.1
Exhibit C, Part B, Para. 2.1.
Flight Training A planning conference as Exhibit C,
Planning described in Exhibit C, Part C, Para.
Conference Part C, Para. 2. 2.
Flight Training The program of flight Exhibit C,
Program training described in Part C, Para. 3
Exhibit C, Part C, Para. 3.
Interface Problem A technical problem Exhibit B,
attributed to the design Part G, Para. 1
characteristics of the
Aircraft or its system as
described in Exhibit B,
Part G, Para. 1.
Landing Gear A component as described in Exhibit B,
Component Exhibit B, Part C, Para. 1.2. Part C, Para.
1.2
Maintenance A planning conference as Exhibit C,
Training described in Exhibit C, Part A, Para. 2
Planning Part A, Para. 2.
Conference
Maintenance The program of training Exhibit C,
Training described in Exhibit C, Part A, Para. 3
Program Part A, Para. 3.
Major Damage Damage described in Exhibit Exhibit C,
C, Part C, Para. 11.3. Part C, Para.
11.3
Manufacturer A change to the Aircraft or Article 8,
Change(s) performance required of Para. 8.2.1
Boeing as described in
Article 8, Para. 8.2.1.
Operator Change(s) A change to the Aircraft Article 8,
described in Article 8, Para. 8.3.1
Para. 8.3.1.
Performance The written guarantees Article 1,
Guarantees regarding the operational Para. 1.3
performance of the Aircraft
set forth in the Agreement
or the Detail Specification.
Policy (Boeing Exhibit B, Part C, Para. 2. Exhibit B,
Service Life Part C, Para. 2
Policy)
Price First Article 3, Para. 3.1.6. Article 3,
Published Para. 3.1.6
Product Assurance Exhibit B of the Agreement. Article 12,
Document Para. 12.1
Revenue Service Flight Training conducted Exhibit C,
Training on the Aircraft during Part C, Para. 8
revenue service with cargo
and/or passengers on board,
as described in Exhibit C,
Part C, Para. 8.
Software A listing of components and Exhibit C,
Documentation equipment referred to in Part D,
Exhibit C, Part D, Para. Para. 3.3.6
3.3.6.
Spare Component A component as described in Exhibit B,
Exhibit B, Part C, Para. 1.3. Part C, Para.
1.3
Special Features Article 3, Para. 3.1.1. Article 3,
para. 3.1.1
Standard A certificate issued by Article 8,
Airworthiness the FAA, pursuant to Part 21 Para. 8.1.1.2
Certificate of the Federal Aviation
Regulations as described in
Article 8, Para. 8.1.1.2.
Target Delivery A non binding estimated Article 2,
Date delivery date provided for Para. 2.2
Buyer's planning purposes,
described in Article 2.
Taxes The term "Taxes" defined in Article 2,
Article 4, Para. 4.1. Para. 2.3
Type Certificate A certificate issued by the Article 8,
FAA pursuant to Part 21 of Para. 8.1.1.1
the Federal Aviation
Regulations described in
Article 8, Para. 8.1.1.1.
Warranty Labor The hourly labor rate defined Exhibit B,
Rate in Exhibit B, Part B, Part B, Para.
Para. 5.3. 5.3
</TABLE>
<PAGE>
1951-2
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-2 to
Purchase Agreement No. 1951 -
Seller Purchased Equipment
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
For purposes of this Letter Agreement the following definitions
apply:
Seller Purchased Equipment (SPE) is Buyer Furnished Equipment
(BFE) that Boeing purchases for Buyer.
Developmental Buyer Furnished Equipment (DBFE) is all BFE not
previously certified for installation on the Aircraft.
This Letter Agreement does not include developmental avionics.
Developmental avionics are avionics that have not been previously
certified for installation on the Aircraft.
All other terms used herein and in the Agreement, and not defined
above, will have the same meaning as in the Agreement.
Buyer has requested and Boeing hereby agrees that Boeing will
purchase as SPE certain BFE identified by Buyer pursuant to
Change Requests. Accordingly, Boeing and Buyer agree with
respect to such SPE as follows:
1. Price.
Advance Payments. An estimated SPE price will be included in
the Aircraft Advance Payment Base Price for the purpose of
establishing the advance payments for each Aircraft. The
estimated price of this SPE for each Aircraft is [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
Aircraft Price. The Aircraft Price will be adjusted to
reflect (i) the actual costs charged Boeing by the SPE suppliers,
(ii) a handling fee of 10% of such costs and (iii) transportation
charges. If all DBFE, except for developmental avionics, is
converted to SPE, Boeing will waive the handling fee for all SPE.
2. Responsibilities.
2.1 With respect to SPE, Buyer is responsible for:
(i) selecting the supplier and advising Boeing as to
the price negotiated between Buyer and supplier on or before:
737-724 737-824
10/6/96 2/12/97 for galleys
for seats;
9/03/96 9/03/96
(ii) selecting a FAA certifiable part; and
(iii) providing to Boeing the SPE part
specification/Buyer requirements.
2.2 With respect to SPE, Boeing is responsible for:
(i) placing and managing the purchase order with the
supplier;
(ii) coordinating with the suppliers on technical
issues;
(iii) ensuring that the delivered SPE complies with the
part specification;
(iv) obtaining certification of the Aircraft with the
SPE installed; and
(v) obtaining for Buyer the supplier's standard
warranty for the SPE. SPE is deemed to be BFE for purposes of
Exhibit B, the Product Assurance Document, of the Agreement.
3. Supplier Selection For SPE Galleys and Seats.
In addition to those responsibilities described above, for
SPE galleys and seats the following provisions apply with respect
to Buyer's selection of suppliers:
Galley Requirements. Buyer will provide Boeing not later
than August 7, 1996 the definitive galley configuration
requirements for the Model 737-724. Buyer will provide Boeing
not later than November 27, 1996 the definitive galley
configuration requirements for the Model 737-824.
Bidder's List. Boeing has submitted to Buyer, for
information purposes, a bidder's list of existing suppliers of
seats and galleys.
Request for Quotation (RFQ). Boeing has issued its RFQ
inviting such potential bidders to submit bids for the galleys
and seats by July 15, 1996.
Recommended Bidders. Boeing has submitted to Buyer a list of
recommended bidders from which to choose a supplier for the
galleys and seats. The recommendation is based on an evaluation
of the bids submitted using price, weight, warranty and schedule
as the criteria.
Supplier Selection. If Buyer selects a seat or galley
supplier that is not on the Boeing recommended list, such seat or
galley will become BFE and the provisions of Exhibit E, Buyer
Furnished Equipment Provisions Document, of the Agreement will
apply.
4. Changes.
After this Letter Agreement is signed, changes to SPE may
only be made by and between Boeing and the suppliers. Buyer's
contacts with SPE suppliers relating to design (including
selection of materials and colors), weights, prices (except for
price negotiation prior to the supplier delection date) or
schedules are for informational purposes only. If Buyer wants
changes made to any of the above, requests must be made directly
to Boeing for negotiating with the supplier.
5. Proprietary Rights.
Boeing's obligation to purchase SPE will not impose upon
Boeing any obligation to compensate Buyer or any supplier for any
proprietary rights Buyer may have in the design of the SPE.
6. Remedies.
If Buyer does not comply with the obligations above, Boeing
may:
(i) delay delivery of the Aircraft for the period of non-
compliance;
(ii) deliver the Aircraft without installing the SPE;
(iii) substitute a comparable part and invoice Buyer for the
cost; and/or
(iv) increase the Aircraft Price by the amount of Boeing's
additional costs attributable to such noncompliance.
7. Buyer Participation in Price Negotiations for SPE. Subject
to the following conditions, Boeing agrees that Buyer may
negotiate the price with vendors for certain items of BFE which
have been changed to SPE pursuant to this Letter Agreement.
a. Number of Items. Boeing and Buyer have mutually agreed
on a list of specific equipment (the SPE Item) for which Buyer
shall negotiate directly with the vendors to establish the price
for each SPE Item. The SPE Item list includes seats, galleys,
and interior furnishings. Buyer shall provide the price of the
SPE Item when Buyer notifies Boeing of the SPE Item vendor.
b. Required Dates. Boeing's agreement to permit Buyer to
negotiate prices with vendors for SPE Items is subject to Buyer's
agreement to meet all of Boeing's required dates with respect to
each SPE Item.
c. Right to Approve Selected Vendors. Boeing shall retain
the right to reasonably approve the list of vendors for each SPE
Item.
8. Buyer's Indemnification of Boeing.
Buyer will indemnify and hold harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for
injury to or death of any person or persons, including employees
of Buyer but not employees of Boeing, or for loss of or damage to
any property, including Aircraft, arising out of or in any way
connected with any nonconformance or defect in any SPE and
whether or not arising in tort or occasioned in whole or in part
by the negligence of Boeing, whether active, passive or imputed.
This indemnity will not apply with respect to any nonconformance
or defect caused solely by Boeing's installation of the SPE.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: July 23, 1996.
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-3
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1951-3 to
Purchase Agreement No. 1951 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Purchase Agreement) between The Boeing
Company (Boeing) and Continental Airlines, Inc. (Buyer) relating
to Model 737-724/-824 aircraft (the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] additional Model 737-824 Aircraft [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] to Buyer, on the same terms and conditions set forth
in the Purchase Agreement, except as otherwise described in
Attachment A hereto, and subject to the terms and conditions set
forth below.
1. Delivery.
The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3. Option Aircraft Deposit.
In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with the execution of the Purchase Agreement for the Aircraft,
Buyer will pay a deposit to Boeing of [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.] for
each Option Aircraft (the Option Deposit). In the event Buyer
exercises an option herein for an Option Aircraft, the amount of
the Option Deposit for such Option Aircraft will be credited
against the first advance payment due for such Option Aircraft
pursuant to the advance payment schedule set forth in Article 5
of the Purchase Agreement.
In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.
4. Option Exercise.
To exercise its option to purchase the Option Aircraft, Buyer
shall give written notice thereof to Boeing on or before the
first business day of the month in each Option Exercise Date
shown below:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).
In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.
6. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this Letter
Agreement, or in the Purchase Agreement, as the case may be:
(i) purchase of the Aircraft under the Purchase Agreement
for any reason not attributable to the cancelling party;
(ii) payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or
(iii) exercise of the option to purchase such Option Aircraft
pursuant to the terms hereof.
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft. Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.
7. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
that are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
Agreement.
If the foregoing accurately reflects your understanding of
the matters treated herein, please so indicate by signature
below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its Vice President
Attachment<PAGE>
Model 737-824 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D6-38808, Revision E,
dated September 15, 1995, as amended and revised pursuant to the
Purchase Agreement.
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 737-800
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Standard Certificate
of Airworthiness.
1.3 Effect of Changes. Changes to the Detail Specification
pursuant to the provisions of the clauses above shall include the
effects of such changes upon Option Aircraft weight, balance,
design and performance.
2. Price Description.
2.1 Price Adjustments.
2.1.1 Base Price Adjustments. The base aircraft price
(pursuant to Article 3 of the Purchase Agreement) of the Option
Aircraft will be adjusted to Boeing's and the engine
manufacturer's then-current prices as of the date of execution of
the Option Aircraft Supplemental Agreement.
2.1.2 Special Features. The price for special features
incorporated in the Option Aircraft Detail Specification will be
adjusted to Boeing's then-current prices for such features as of
the date of execution of the Option Aircraft Supplemental
Agreement only to the extent that such increase is attributable
to an increase in Boeing's cost for purchased equipment.
2.1.3 Escalation Adjustments. The base airframe and
special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Purchase Agreement.
Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
signing the Option Aircraft Supplemental Agreement. In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.
2.1.4 Price Adjustments for Changes. Boeing may adjust
the basic price and the advance payment base prices for any
changes mutually agreed upon by Buyer and Boeing subsequent to
the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.
2.1.5 BFE to SPE. An estimate of the total price for
items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up. The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price.
3. Advance Payments.
3.1 Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.
<PAGE>
1951-4
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-4 to
Purchase Agreement No. 1951 -
Waiver of Aircraft Demonstration Flights
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
1. Fuel Entitlement at Delivery.
At the time of delivery of the Aircraft, Boeing will provide
to Buyer, at no charge, 1,000 gallons of jet fuel.
2. Waiver of Demonstration Flight.
Notwithstanding the provisions of the Agreement requiring the
Aircraft to be test flown prior to delivery for the purpose of
demonstrating to Buyer the functioning of such Aircraft and its
equipment, upon notice to Boeing at least 90 days prior to the
scheduled date of the Aircraft delivery, or as agreed between the
parties, Buyer may waive such flight. With respect to each
waived demonstration flight, the following provisions will apply:
2.1. Additional Fuel. Promptly after delivery of the Aircraft,
Boeing will load on the Aircraft an amount of jet fuel which
together with the 1,000 gallons provided at delivery, equals a
full tank.
2.2. Reimbursement for Correction of Flight Discrepancies.
2.2.1 Ferry Flight. Except for Aircraft to be used
promptly after delivery for Boeing flight crew training provided
to Buyer at or near Seattle, Washington, Boeing will reimburse
Buyer for Buyer's direct labor costs (as defined below) and the
cost of any material (Correction Costs) required to correct any
flight discrepancy detected by Buyer while the Aircraft is being
ferried from Seattle, Washington , to Buyer's main base or
previously agreed alternate destination, to the extent such
Correction Costs and labor costs are not covered under a warranty
provided by Boeing or by any of its suppliers. Within 90 days
after the date of such ferry flight Buyer will submit to Boeing's
Director, Product Assurance Contracts, at Renton, Washington, a
written itemized statement describing any such flight discrepancy
and indicating the Correction Costs and labor costs incurred by
Buyer for the correction of such flight discrepancy.
2.2.2 Training Flights. If the Aircraft will be used
promptly after its delivery for Boeing flight crew training at or
near Seattle, Washington, Boeing will reimburse Buyer for any
Correction Costs, and for any charges by Boeing to Buyer for
labor (Boeing Labor Charges) required to correct any flight
discrepancy which may be detected by Buyer during such flight
crew training to the extent such Correction Costs and such Boeing
Labor Charges are not covered under a warranty provided by Boeing
or by any of its suppliers. Within 90 days after the completion
of such flight crew training, Buyer will submit to Boeing's
Director, Product Assurance Contracts, at Renton, Washington, a
written itemized statement describing any such flight discrepancy
and indicating the Correction Costs and Boeing Labor Charges
incurred by Buyer for the correction of such flight discrepancy.
2.2.3 Definitions. For purposes of reimbursement
under this paragraph; (i) Buyer's direct labor costs will be
determined using the Warranty Labor Rate in effect between the
parties as of the date such labor is expended, and (ii) flight
discrepancies mean any failure or malfunction of such Aircraft,
or the accessories, equipment, systems and parts installed
therein which results from a defect or malfunction in such
Aircraft, accessories, equipment, systems and parts or a
nonconformance to the Detail Specification for such Aircraft
which was present at the time of delivery of the Aircraft to
Buyer and which, if detected during a Boeing predelivery
demonstration flight, would have been reported in the pilot's
flight discrepancy report and would have been corrected by Boeing
prior to the delivery of such Aircraft to Buyer.
2.3. Return of Aircraft. If any flight discrepancy as
defined above is detected by Buyer during the ferry flight of any
Aircraft, which requires the return of such Aircraft to Boeing's
facilities at Seattle, Washington, for correction by Boeing,
title to and risk of loss of such Aircraft will at all times
remain with Buyer and Boeing will have such responsibility for
such Aircraft while it is on the ground at Boeing's Seattle,
Washington, facilities as is chargeable by law to a bailee for
mutual benefit, but Boeing will not be chargeable for loss of
use.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-5
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-5 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-6
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-6 to
Purchase Agreement No. 1951 -
Configuration Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Aircraft Configuration.
1.1 Preliminary Configuration. Boeing and Buyer have
established a preliminary configuration (Preliminary
Configuration) for the Aircraft which is comprised of the Basic
Detail Specification described in Exhibit A plus certain Change
Requests identified in the Attachment hereto which (i) Buyer has
accepted (Accepted Change Requests) or (ii) has yet to give its
accept or reject condition (Open Change Requests) for
incorporation in the Aircraft. Boeing has not yet determined
pricing and/or offerability with respect to certain Master
Changes (Study Master Changes) which Boeing has agreed to process
for Buyer's consideration.
1.2 Selection of Change Requests for Final Configuration. On
or before August 23, 1996, Boeing will provide to Buyer prices
for all Study Master Changes determined by Boeing to be offerable
for incorporation in the Aircraft. Not later than September 3,
1996 or unless otherwise previously agreed to between Boeing and
Buyer, Buyer will provide to Boeing a complete list of those
Accepted Change Requests, inclusive of its accepted Open Change
Requests and Study Master Changes made offerable by Boeing, it
has selected for incorporation in the Aircraft. The Basic Detail
Specification, and Buyer's list of Accepted Change Requests and
Master Changes will comprise the final configuration (Final
Configuration) of the Aircraft.
1.3 Amendment to the Agreement. On or about September 30,
1996, Boeing and Buyer shall execute a Supplemental Agreement
amending the Agreement as required to reflect the Aircraft Final
Configuration, including, but not limited to, revison of the
following terms and provisions:
Article 3 Price of Aircraft
Article 5 Payment
Exhibit A Aircraft Configuration
Exhibit D Price Adjustments
Due to Economic Fluctuations -
Airframe and Engine
LA 1951-2 SPE
LA 1951-3 Option Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1.4 Buyer's Detail Specification. Within 90 days after Final
Configuration, Boeing will provide to Buyer a revision to the
Detail Specification reflecting the Aircraft Final Configuration.
This revision to the Detail Specification will also reflect
changes made to Boeing's basic Model 737-700 and 737-800 aircraft
specification between the revision date of the Boeing basic Model
737-700 and 737-800 Detail Specification referenced in the
Agreement and the date of execution of the Supplemental Agreement
referenced in paragraph 1.3 above.
2. Preliminary Pricing Estimates. Buyer understands that Boeing
cannot establish the final Aircraft Basic Price and Advance
Payment Base Price of the Aircraft until Final Configuration of
the Aircraft is known. For Buyer's planning purposes, however,
an estimate for the Preliminary Aircraft Basic Price and
Preliminary Advance Payment Base Price of the Aircraft has been
established using an average amount of special features typically
selected by other operators of Model 737-700 and 737-800
aircraft, which may or may not accurately reflect Buyer's final
selection of special features. The preliminary price build up is
attached hereto as Attachment B.
3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachments
<PAGE>
1951-7
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-7 to
Purchase Agreement No. 1951 -
Spares Initial Provisioning
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement or Customer Services
General Terms Agreement (CSGTA), and not defined herein, will
have the same meaning as in the Agreement or the CSGTA.
1. Applicability.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Initial Provisioning Meeting.
Boeing will conduct an initial provisioning meeting (Initial
Provisioning Meeting) with Buyer to establish mutually agreeable
procedures to accomplish Buyer's initial provisioning of spare
parts for the Aircraft. The parties will agree, during the
Initial Provisioning Meeting on the operational data to be
provided by Buyer for Boeing's use in preparing its quantity
recommendations for initial provisioning of spare parts for the
Aircraft, exclusive of special tools, ground support equipment,
engines and engine parts (Provisioning Items). Such operational
data to be provided by Buyer will be the data described in
Section E of Boeing Manual D6-81834, entitled Spares Provisioning
Product Guide (Boeing Initial Provisioning Implementation Manual)
which will be furnished to Buyer prior to the Initial
Provisioning Meeting. The parties will also agree on the
provisioning documentation data to be provided by Boeing. Such
data will be essentially in accordance with the provisions of
Chapter 1 of ATA International Specification 2000, Revision 1,
dated April 20, 1989, as described in Boeing Initial Provisioning
Implementation Manual D6-49090 (such data will be hereinafter
referred to collectively as the "Provisioning Data"). Boeing
will provide instruction in the use of the initial provisioning
documentation. This instruction will be provided in conjunction
with the Initial Provisioning Meeting. In addition, the parties
will discuss spares ordering procedures and other matters related
to the provisioning for the Aircraft. The time and location for
such Initial Provisioning Meeting will be mutually agreed upon
between the parties; however, Boeing and Buyer will use their
best efforts to convene such meeting within 30 days after
execution of the Agreement.
3. Initial Provisioning Documentation.
3.1 Provisioning Data. Boeing will furnish Provisioning
Data to Buyer on or about February 1 , 1997 unless otherwise
agreed to between Boeing and Buyer. The Provisioning Data will
be as complete as possible and will cover Provisioning Items
selected by Boeing for review by Buyer for initial provisioning
for the Aircraft. The Provisioning Data will set forth the
prices for Provisioning Items which are Boeing Spare Parts and
such prices will be firm and remain in effect until the date or
dates set forth in Paragraph 4.1, Boeing Spare Parts, by which
orders must be placed with Boeing. Boeing will, from time to
time, until a date approximately 90 days following delivery of
the last Aircraft or until the delivery configuration of each of
the Aircraft is reflected in the Provisioning Data, whichever is
later, furnish to Buyer revisions to the Provisioning Data.
3.2 Provisioning IPC. Boeing will, on or about March 1,
1997, furnish to Buyer a Boeing Illustrated Parts Catalog (IPC),
hereinafter referred to as the "Provisioning IPC." The
Provisioning IPC will be as complete as possible and will cover
Provisioning Items selected by Boeing for review by Buyer for
initial provisioning for the Aircraft. Boeing will, from time to
time, until a date approximately 90 days following delivery of
the last Aircraft, or until the delivery configuration of each of
the Aircraft is reflected in the Provisioning IPC, whichever is
later, furnish to Buyer revisions to the Provisioning IPC.
3.3 Buyer Furnished Equipment (BFE) Provisioning Data.
3.3.1 Boeing's Responsibility. Boeing will include BFE
end items in the Provisioning Data and Provisioning IPC for BFE
installed on Buyer's Aircraft provided such equipment has been
installed on other Aircraft by Boeing and Boeing has data on the
BFE.
3.3.2 Buyer's Responsibility. Buyer will be
responsible for ensuring BFE data is provided to Boeing by the
BFE supplier in a format reasonably acceptable to Boeing for BFE
not covered by 3.3.1 above. If the data is not provided to
Boeing in a timely manner and in a format reasonably acceptable
to Boeing, such BFE equipment will not be included in Boeing's
Provisioning Data or IPC.
3.4 Other Data. Boeing will submit to Buyer listings of Raw
Materials, Standard Parts and Bulk Materials recommended for use
by Buyer in the maintenance and repair of the Aircraft.
4. Purchase from Boeing of Spare Parts as Initial Provisioning
for the Aircraft.
4.1 Boeing Spare Parts. Buyer will place orders for
Provisioning Items by May 1, 1997; provided, however, that in
those instances where Boeing submits any revision to the
Provisioning Data, Buyer will place orders for Boeing Spare Parts
covered by such revision within 60 days following the date of
such submittal. At Buyer's request, Boeing will process
"controlled shipments" by shipping full or partial quantities of
an order on a schedule specified by Buyer, provided the final
shipment is made no later than 24 months after receipt of the
order.
4.2 Vendor Provisioning Items. Buyer may place orders with
Boeing for Provisioning Items which are manufactured by vendors
or to their detailed design and are covered by the Provisioning
Data as initial provisioning for the Aircraft. The price to
Buyer for any such vendor Provisioning Item will be 112% of the
vendor's quoted price to Boeing therefor. If Buyer elects to
purchase such vendor Provisioning Items from Boeing, Buyer will
place its orders therefor in accordance with the provisions of
Paragraph 4.1, Boeing Spare Parts.
4.3 Ground Support Equipment and Special Tools. Buyer may
place orders with Boeing for ground support equipment (GSE) and
special tools manufactured by vendors which Buyer determines it
will initially require for maintenance, overhaul and servicing of
the Aircraft and/or engines. The price to Buyer for such GSE or
special tools will be one hundred twelve percent (112%) of the
vendor's quoted price to Boeing therefor. If Buyer elects to
purchase such GSE and special tools from Boeing, Buyer will place
its orders therefor by the date set forth in Paragraph 4.1,
Boeing Spare Parts or such later date as the parties may mutually
agree.
4.4 Spare Engines and Engine Spare Parts. Buyer may place
orders with Boeing for spare engines and/or engine spare parts
which Buyer determines it will initially require for support of
the Aircraft or for maintenance and overhaul of the engines. The
price to Buyer for such spare engines or such engine spare parts,
will be 105% of the engine manufacturer's quoted price to Boeing
for the engine, and 112% of the engine manufacturer's quoted
price to Boeing for the engine spare parts. If Buyer elects to
purchase such spare engines or engine spare parts through Boeing,
Buyer will place its orders on a date to be mutually agreed upon
during the Initial Provisioning Meeting.
4.5 QEC Kits. Boeing will, on or about January 1, 1997,
furnish to Buyer a listing of all components which could be
included in the Quick Engine Change (QEC) kits which may be
purchased by Buyer from Boeing. Buyer agrees to review such
listing and indicate by marking on one copy of such listing those
components that Buyer desires included in its QEC kits. Buyer
will return such marked copy to Boeing within 30 days after
Buyer's receipt of such listing. Within 30 days after Boeing's
receipt of such marked copy, Boeing will republish such listing
to reflect only those components selected by Buyer and will
provide copies of such republished listing to Buyer. Boeing will
from time to time furnish revisions to such republished listing
until a date approximately 90 days after delivery of the last QEC
kit ordered by Buyer for the Aircraft. Boeing will furnish to
Buyer as soon as practicable a statement setting forth a firm
price for the QEC kit configuration selected by Buyer. Buyer
agrees to place orders with Boeing for the QEC kits for the
Aircraft by March 1, 1997.
4.6 Payment for Provisioning Items. The payment provisions
of the General Terms Agreement between Boeing and Buyer will be
applicable to Provisioning Items ordered by Buyer from Boeing for
the Aircraft.
5. Delivery.
Boeing will, insofar as reasonably possible, deliver to
Buyer the Spare Parts ordered by Buyer in accordance with the
provisions of this letter on dates reasonably calculated to
conform to Buyer's anticipated needs in view of the scheduled
deliveries of the Aircraft. Buyer and Boeing will agree upon the
date to begin delivery of the Provisioning Spare Parts ordered in
accordance with this letter. Where appropriate, Boeing will
arrange for shipment of such Spare Parts, which are manufactured
by vendors, directly to Buyer from the applicable vendor's
facility. The routing and method of shipment for initial
deliveries and all subsequent deliveries of such Spare Parts will
be as mutually agreed between Boeing and Buyer.
6. Substitution for Obsolete Spare Parts.
6.1 Obligation to Substitute. In the event that, prior to
delivery of the first Aircraft pursuant to the Agreement, any
Spare Part purchased by Buyer from Boeing in accordance with this
letter is rendered obsolete or unusable due to the redesign of
the Aircraft or of any accessory, equipment or part therefor,
(other than a redesign at Buyer's request), Boeing will deliver
to Buyer new and usable Spare Parts in substitution for such
obsolete or unusable Spare Parts and Buyer will return the
obsolete or unusable Spare Parts to Boeing. Boeing will credit
Buyer's account with Boeing with the price paid by Buyer for any
such obsolete or unusable Spare Part and will invoice Buyer for
the purchase price of any such substitute Spare Part delivered to
Buyer.
6.2 Delivery of Obsolete Spare Parts and Substitutes
Therefor. Obsolete or unusable Spare Parts returned by Buyer
pursuant to this Item will be delivered to Boeing at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate. Spare Parts substituted for such returned
obsolete or unusable Spare Parts will be delivered to Buyer at
Boeing's Seattle Distribution Center, or such other Boeing
shipping point as Boeing may reasonably designate. Boeing will
pay the freight charges for the shipment from Buyer to Boeing of
any such obsolete or unusable Spare Part and for the shipment
from Boeing to Buyer of any such substitute Spare Part.
7. Repurchase of Provisioning Items.
7.1 Obligation to Repurchase Peculiar Provisioning Items.
During a period commencing 1 year after delivery of the first
Aircraft under the Agreement, and ending 5 years after such
delivery, Boeing will, upon receipt of Buyer's written request
and subject to the exceptions in Paragraph 7.2, Exceptions,
repurchase unused and undamaged Provisioning Items which were
peculiar to the Aircraft as compared to the delivery
configuration of Model 737-500 Aircraft previously purchased by
Buyer from Boeing, and (i) were recommended by Boeing in the
Provisioning Data as initial provisioning for the Aircraft, (ii)
were purchased by Buyer from Boeing, and (iii) are surplus to
Buyer's needs.
7.2 Exceptions. Boeing will not be obligated under
Paragraph 7.1, Obligation to Repurchase, to repurchase any of the
following: (i) quantities of Provisioning Items in excess of
those quantities recommended by Boeing in the Provisioning Data
for the Aircraft, (ii) QEC Kits, Bulk Material Kits, Raw Material
Kits, Service Bulletin Kits, Standards Kits and components
thereof (except those components listed separately in the
Provisioning Data), (iii) Provisioning Items for which an Order
was received by Boeing more than 5 months after delivery of the
last Aircraft, (iv) Provisioning Items which have become obsolete
or have been replaced by other Provisioning Items as a result of
(a) Buyer's modification of the Aircraft or (b) design
improvements by Boeing or the vendor (other than Provisioning
Items which have become obsolete because of a defect in design if
such defect has not been remedied by an offer by Boeing or the
vendor to provide no charge retrofit kits or replacement parts
which correct such defect), and (v) Provisioning Items which
become excess as a result of a change in Buyer's operating
parameters, provided to Boeing pursuant to the Initial
Provisioning Meeting in Paragraph 2, which were the basis of
Boeing's initial provisioning recommendations for the Aircraft.
7.3 Notification and Format. Buyer will notify Boeing, in
writing, when Buyer desires to return Provisioning Items which
Buyer's review indicates are eligible for repurchase by Boeing
under the provisions of this Repurchase of Provisioning Items
paragraph. Buyer's notification will include a detailed summary,
in part number sequence, of the Provisioning Items Buyer desires
to return. Such summary will be in the form of listings, tapes,
diskettes or other media as may be mutually agreed between Boeing
and Buyer, and will include part number, nomenclature, purchase
order number, purchase order date and quantity to be returned.
Within 5 business days after receipt of Buyer's notification,
Boeing will advise Buyer, in writing, when Boeing's review of
such summary will be completed.
7.4 Review and Acceptance by Boeing. Upon completion of
Boeing's review of any detailed summary submitted by Buyer
pursuant to Paragraph 7.3, Boeing will issue to Buyer a Material
Return Authorization (MRA) for those Provisioning Items Boeing
agrees are eligible for repurchase in accordance with this
Repurchase of Provisioning Items paragraph. Boeing will advise
Buyer of the reason that any spare part included in Buyer's
detailed summary is not eligible for return. Boeing's MRA will
state the date by which Provisioning Items listed in the MRA must
be redelivered to Boeing and Buyer will arrange for shipment of
such Provisioning Items accordingly.
7.5 Price and Payment. The price of each Provisioning Item
repurchased by Boeing pursuant to this Repurchase of Provisioning
Items paragraph will be an amount equal to 100% of the original
invoice price thereof. In the case of Provisioning Items
manufactured by a vendor which were purchased pursuant to
Paragraph 4, Purchase from Boeing of Spare Parts as Initial
Provisioning for the Aircraft, hereof the repurchase price will
not include Boeing's 12% handling charge. Boeing will pay the
repurchase price by issuing a credit memorandum in favor of Buyer
which may be applied against amounts due Boeing for the purchase
of aircraft, Spare Parts, services or data.
7.6 Delivery of Provisioning Items. Provisioning Items
repurchased by Boeing pursuant to this Repurchase of Provisioning
Items paragraph will be delivered to Boeing F.O.B. at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate. Buyer will pay the freight charges for the
shipment from Buyer to Boeing of any such Provisioning Items.
8. Obsolete Spare Parts and Surplus Provisioning Items - Title
and Risk of Loss.
Title to and risk of loss of any obsolete or unusable Spare
Parts returned to Boeing pursuant to Paragraph 6, Substitution
for Obsolete Spare Parts, will pass to Boeing upon delivery
thereof to Boeing. Title to and risk of loss of any Spare Part
substituted for an obsolete or unusable Spare Part pursuant to
Paragraph 6, Substitution for Obsolete Spare Parts, will pass to
Buyer upon delivery thereof to Buyer. Title to and risk of loss
of any Provisioning Item repurchased by Boeing pursuant to
Paragraph 7, Repurchase of Provisioning Items, will pass to
Boeing upon delivery thereof to Boeing. With respect to the
obsolete or unusable Spare Parts which may be returned to Boeing
and the Spare Parts substituted therefor, pursuant to
Paragraph 6, and the Provisioning Items which may be repurchased
by Boeing, pursuant to Paragraph 7, the party which has risk of
loss of any such Spare Part or Provisioning Item will have the
responsibility of providing any insurance coverage for it desired
by such party.
9. Supplier Support.
Boeing has entered, or anticipates entering, into product
support agreements with suppliers (Boeing Suppliers) of major
system components manufactured by such Suppliers to be installed
on the Aircraft (Supplier Components). Such product support
agreements commit, or are expected to commit, the Boeing
Suppliers to provide to Buyer and/or the Buyer's designees
support services with respect to the Supplier Components which
can be reasonably expected to be required during the course of
normal operation. This support includes but is not limited to
shelf-stock of certain spare parts, emergency spare parts, timely
delivery of spare parts, and technical data related to the
Supplier Components. Copies of such product support agreements
will be provided to Buyer on or about April 1, 1997 in Boeing
Document D6-56115, Volumes 1 and 2. In the event Buyer has used
due diligence in attempting to resolve any difficulty arising in
normal business transactions between Buyer and a Boeing Supplier
with respect to product support for a Supplier Component
manufactured by such Supplier and if such difficulty remains
unresolved, Boeing will, if requested by Buyer, assist Buyer in
resolving such difficulty. Assistance will be provided by the
Spares Supplier Support and Data Management Organization within
the Boeing Buyer Services Division.
10. Termination of Agreement for Excusable Delay.
In the event of termination of the Agreement with respect to
any Aircraft
(i) pursuant to Article 6.2 of the Agreement, or
(ii) pursuant to Article 6.3 of the Agreement
such termination will, if Buyer so requests by written notice
received by Boeing within 15 days after such termination, also
discharge and terminate all obligations and liabilities of the
parties as to any Spare Parts which Buyer had ordered pursuant to
the Provisions of this letter as initial provisioning for such
Aircraft and which are undelivered on the date Boeing receives
such written notice.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
1951-8
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-8 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement), between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-295
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-295 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATTER OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model
737-724 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein will have the same meaning as in the Agreement.
[CONFIDENTIAL MATTER OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement 6-1162-MMF-308.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
6-1162-MMF-296
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-296 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model
737-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement 6-1162-MMF-308.
Very truly yours,
THE BOEING COMPANY
By /s Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment
<PAGE>
6-1162-MMF-308
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-308 to
Purchase Agreement No. 1951 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-MMF-295.
2. Letter Agreement No. 6-1162-MMF-296.
3. Letter Agreement No. 6-1162-MMF-308.
4. Letter Agreement No. 6-1162-MMF-309.
5. Letter Agreement No. 6-1162-MMF-310.
6. Letter Agreement No. 6-1162-MMF-311.
7. Letter Agreement No. 6-1162-MMF-312.
8. Letter Agreement No. 6-1162-MMF-319.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-309
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-309 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6. Confidential Treatment. Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential. Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 6-
1162-MMF-308.
If the foregoing accurately reflects your understanding of
the matters treated herein, please so indicate by signature
below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
Continental Airlines, Inc.,
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-310
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-310 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
8. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement 6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-311
July 23, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 6-1162-MMF-311 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1751 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Confidential Treatment.
Boeing and Buyer agree that certain commercial and
financial information contained in this Letter Agreement is
confidential and subject to the confidentiality provisions of
Letter Agreement 6-1162-MMF-308, Disclosure of Confidential
Information.
If this Letter Agreement correctly states your understanding of
the matters treated herein, please so indicate by signature
below.
Very truly yours,
THE BOEING COMPANY
/s/ Monica Fix
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 23 day of July, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: Vice President
<PAGE>
Attachment A to
Letter Agreement 6-1162-MMF-311
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Very truly yours,
THE BOEING COMPANY
By: /s/ Monica Fix
Its: Attorney-In-Fact
<PAGE>
Attachment B to
Letter Agreement 6-1162-MMF-311
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
<PAGE>
6-1162-MMF-312
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-312 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Confidential Treatment. Boeing and Buyer understand
that certain commercial and financial information contained in
this Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential. Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement
6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
<PAGE>
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
3. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement 6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
