EXPURGATED CONFIDENTIAL
TREATMENT
REQUESTED BY
CONTINENTAL
AIRLINES, INC.
Exhibit 10.11(a)
Supplemental Agreement No. 6
to
Purchase Agreement No. 1782
between
The Boeing Company
and
Continental Airlines Inc.
Relating to Boeing Model 737-524 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
March 31 , 1995 by and between THE BOEING COMPANY, a Dela-
ware corporation with its principal office in Seattle, Wash-
ington, (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. 1782 dated March 18, 1993, as amended and
supplemented, relating to Boeing Model 737-524 aircraft (the
Agreement); and
WHEREAS, Boeing has offered, at Buyer's request, to
reschedule delivery of Aircraft (Rescheduled Aircraft),
currently scheduled to deliver to Buyer starting in 1996, to
1998 and later subject to certain terms and conditions; and
WHEREAS, Buyer has accepted Boeing's offer, and
agreed to incorporate the terms and conditions of the ac-
cepted proposal in the Agreement; and
WHEREAS, Boeing and Buyer have agreed to amend the
Agreement to incorporate certain other changes;
NOW THEREFORE, in consideration of the mutual cove-
nants herein contained, the parties agree to amend the Agre-
ement 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, Article
7, Changes to the Detail Specification, with new Article 7
(attached hereto). Article 7.2, Program Changes, has been
deleted and replaced with new Article 7.2, Change Orders.
1.5 Remove and replace, in its entirety, the Sche-
dule for Delivery of Model 737-524 Aircraft following Arti-
cle 15, with a revised schedule (attached hereto) to incor-
porate the Rescheduled Aircraft and update information re-
lating to previously delivered Aircraft.
2. Exhibit D:
2.1 Remove and replace Pages D-1 through D-4 of
Exhibit D, Price Adjustment Due to Economic Fluctuations
Airframe Price Adjustment (1992 Base Price), with new Pages
D-1 through D-4 (attached hereto) to incorporate a revised
schedule for the Rescheduled Aircraft.
3. Letter Agreements:
3.1 Delete, in its entirety, Letter Agreement
1782-3, Option Aircraft, relating to the Option Aircraft.
[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 ex-
tent 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/ RICHARD G. PLANK By: /s/ JOHN LUTH
Its: Attorney-In-Fact Its:Senior Vice President
TABLE OF CONTENTS
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#6
ARTICLE 3. Price of Aircraft................. 3-1 SA#6
ARTICLE 4. Taxes............................. 4-1
ARTICLE 5. Payment........................... 5-1 SA#1
ARTICLE 6. Excusable Delay................... 6-1
ARTICLE 7. Changes to the Detail Specification 7-1 SA#6
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 737-524 Aircraft SA#6
EXHIBITS
EXHIBIT A Aircraft Configuration............ A-1 SA#2
Block A and B Aircraft
EXHIBIT A1 Aircraft Configuration............ A1-1 SA#4
Block C Aircraft
EXHIBIT B Product Assurance Document........ B-1 SA#2
EXHIBIT C Customer Support Document ........ C-1 SA#2
EHIBIT DPrice Adjustments Due to Economic SA#6
Fluctuations - Airframe and Engines D-1
EXHIBIT E Buyer Furnished Equipment
Provisions Document..................E-1 SA#2
EXHIBIT F Defined Terms Document ..............F-1 SA#2
LETTER AGREEMENTS
1782-1 Spare Parts Support SA#2
1782-2 Seller Purchased Equipment SA#2
1782-3 Option Aircraft SA#6
CANCELLED IN ITS ENTIRETY
1782-4 Waiver of Aircraft Demonstration SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPA-
RATELY WITH THE SECURITIES AND EXCHANGE COM-
MISSION 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 December 23, 1993
Supplemental Agreement No. 4 April 1, 1994
Supplemental Agreement No. 5 July 1, 1994
Supplemental Agreement No. 6 March 31, 1995
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 pay-
ments 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 con-
veying 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 re-
quest.
2.7 Aircraft Delivery Schedule. The Schedule for Delivery of
Model 737-524 Aircraft, following Article 15, is a delivery schedule,
sorted by month and year of delivery, for the Aircraft.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in Exhib-
it 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 En-
gine 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 establis-
hed at the time of execution of this Agreement.
3.2 Aircraft Basic Price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL 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:
3.3.1.1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
plus
3.3.1.2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
plus
3.3.1.3 other price adjustments made pursu-
ant to this Agreement or other written agreements executed by Boeing
and Buyer.
3.3.2 Block B Aircraft. The Aircraft Price of the Block
B Aircraft will be established at the time of delivery of such Aircraft
to Buyer and will be the sum of:
3.3.2.1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3.3.2.2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
plus
3.3.2.3 other price adjustments made pursu-
ant to this Agreement or other written agreements executed by Boeing
and Buyer.
3.3.3 Block C Aircraft. The Aircraft Price of the Block
C Aircraft will be established at the time of delivery of such Aircraft
to Buyer and will be the sum of:
3.3.3.1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] plus
3.3.3.2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] plus
3.3.2.3 other price adjustments made pursu-
ant 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.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY 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 Air-
craft and all Aircraft scheduled for delivery after the First Aircraft
as required to reflect the effects of [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSU-
ANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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.
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 -
737-500 aircraft that neither affect the Aircraft Purchase Price nor
adversely affect Aircraft delivery, guaranteed weight, guaranteed per-
formance or compliance with the interchangeability or replaceability
requirements set forth in the Detail Specification. Development Chang-
es are changes deemed necessary to correct defects, prevent delay or
ensure compliance with this Agreement. If Boeing makes changes pursu-
ant to this paragraph, Boeing will promptly notify Buyer of such chang-
es.
7.2 Change Orders. The Detail Specification and associated
provisions of this Agreement may be amended by Change Order or other
written agreement, which will state the particular changes to be made
and any effect on design, performance, weight, balance, time of deliv-
ery, Aircraft Basic Price and Advance Payment Base Price.
Continental Airlines, Inc.
Delivery Schedule for Model 737-524 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1992 Base Price)
(Relating to Block A, B and C Aircraft)
1. Formula.
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Airframe Price Adjustment.
L = .65 x ECI
116.2
M = .35 x ICI
115.9
P = Aircraft Basic Price (as set forth in Arti-
cle 3.2 of this Agreement) less the base price
of Engines (as defined in this Exhibit D) in the
amount of:
Block A and B Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
Block C Aircraft [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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 Employ-
ment 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.
In determining the value of L, the ratio of ECI di-
vided by 116.2 will be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by .65 with the
resulting value also expressed as a decimal and rounded to
the nearest ten-thousandth.
In determining the value of M, the ratio of ICI di-
vided by 115.9 will be expressed as a decimal rounded to the
nearest ten-thousandth and then multiplied by .35 with the
resulting value also expressed as a decimal and rounded to
the nearest ten-thousandth.
[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
The following definitions of B and D will apply:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATE-
LY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2. If at the time of delivery of an Aircraft Boeing is
unable to determine the Airframe Price Adjustment because
the applicable values to be used to determine the ECI and
ICI have not been released by the Bureau of Labor Statis-
tics, then:
2.1 The Airframe Price Adjustment, to be used at
the time of delivery of each of the Aircraft, will be deter-
mined by utilizing the escalation provisions set forth
above. The values released by the Bureau of Labor Statis-
tics and available to Boeing 30 days prior to scheduled
month of 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 Airframe 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 deliv-
ery 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 Airframe 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 de-
termine 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 Airframe 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 report-
ed 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 Airframe Price Adjustment, such values will be
used to determine any increase or decrease in the Airframe
Price Adjustment for the Aircraft 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, 1992, which is
consistent with the applicable provisions of paragraph 1 of
this Exhibit D.
2.4 If required, Boeing will submit either a sup-
plemental invoice or refund the amounts due Buyer as appro-
priate to reflect any increase or decrease in the Airframe
Price Adjustment for the Aircraft from that determined at
the time of delivery of such Aircraft. Any payments due
Boeing or Buyer will be made with reasonable promptness.
3. For the calculations herein, the values released by
the Bureau of Labor Statistics and available to Boeing 30
days prior to scheduled month of 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 Airframe Price Adjust-
ment.
Note: Any rounding of a number, as required under
this Exhibit D with respect to escalation of
the airframe 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.
6-1162-WLJ-366R1
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-366R1 to
Purchase Agreement No. 1782 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPA-
RATELY WITH THE SECURITIES AND EXCHANGE COMMIS-
SION PURSUANT TO A REQUEST FOR CONFIDENTIAL TRE-
ATMENT]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1782
dated March 18, 1993 as amended and supplemented (the
Agreement) between THE BOEING COMPANY (Boeing) and CONTI-
NENTAL AIRLINES, INC., (Buyer) relating to Model
737-524 aircraft (the Aircraft). Letter Agreement 6-1162-
WLJ-366 is hereby cancelled and superceded.
All terms used herein and in the Agreement, and not de-
fined herein, will have the same meaning as in the Agree-
ment.
[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 signa-
ture below.
Very truly yours,
THE BOEING COMPANY
By /s/ RICHARD G. PLANK
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 31 , 1995
CONTINENTAL AIRLINES, INC.
By /s/ JOHN LUTH
Its Senior Vice President
6-1162-WLJ-374R1
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-374R1 to
Purchase Agreement No. 1782 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EX-
CHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
Gentlemen:
This Letter Agreement amends Purchase Agreement No.
1782 dated March 18, 1993, as amended and supplemented
(the Agreement) between THE BOEING COMPANY (Boeing) and
CONTINENTAL AIRLINES, INC., (Buyer) relating to Model
737-524 aircraft (the Aircraft). Letter Agreement 6-
1162-WLJ-374 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 regula-
tions; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with Buyer's disclosure or filing
of Confidential Documents, or the information contained
therein pursuant to any such applicable law or govern-
mental regulation, Buyer will request and use its best
reasonable efforts to obtain confidential treatment of
such Confidential Documents and the information con-
tained therein. Boeing agrees to cooperate with Buyer
in making and supporting its request for confidential
treatment.
Schedule of Confidential Documents
[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/ RICHARD G. PLANK
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: March 31 , 1995
CONTINENTAL AIRLINES, INC.
By /s/ JOHN LUTH
Its Senior Vice President
6-1162-WLJ-377R1
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-377R1 to
Purchase Agreement No. 1782 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPA-
RATELY WITH THE SECURITIES AND EXCHANGE COMMIS-
SION PURSUANT TO A REQUEST FOR CONFIDENTIAL TRE-
ATMENT]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1782
dated March 18, 1993, as amended and supplemented, (the
Agreement) between THE BOEING COMPANY (Boeing) and CONTI-
NENTAL AIRLINES, INC., (Buyer) relating to Model 737-524
aircraft (the Aircraft). Letter Agreement 6-1162-WLJ-377
is hereby cancelled and superceded.
All terms used herein and in the Agreement, and not de-
fined herein, will have the same meaning as in the Agree-
ment.
[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 sig-
nature below.
Very truly yours,
THE BOEING COMPANY
By /s/ RICHARD G. PLANK
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 31 , 1995
CONTINENTAL AIRLINES, INC.
By /s/ JOHN LUTH
Its Senior Vice President
6-1162-WLJ-383R1
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-383R1 to
Purchase Agreement No. 1782 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSU-
ANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1782
dated March 18, 1993, as amended and supplemented, (the Agr-
eement) between THE BOEING COMPANY (Boeing) and CONTINENTAL
AIRLINES, INC., (Buyer) relating to Model 737-524 aircraft
(the Aircraft). Letter Agreement 6-1162-WLJ-383 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 RE-
QUEST 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/ RICHARD G. PLANK
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 31 , 1995
CONTINENTAL AIRLINES, INC.
By /s/ JOHN LUTH
Its Senior Vice President
6-1162-RGP-946
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 6-1162-RGP-946 to
Purchase Agreements No. 1782, 1783, 1784 and
1785 - [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COM-
MISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
Gentlemen:
Reference is made to the following Purchase Agreements,
each dated March 18, 1993, as amended and supplemented
(the Purchase Agreements) between THE BOEING COMPANY (Boe-
ing) and CONTINENTAL AIRLINES, INC. (Buyer): Purchase
Agreement 1782 relating to model 737-524 Aircraft; Pur-
chase Agreement 1783 relating to model 757-224 Aircraft;
Purchase 1784 relating to model 767-324ER Aircraft; and
Purchase Agreement 1785 relating to model 777-224 Air-
craft. The Aircraft rescheduled for delivery to Buyer in
1998 and later are sometimes hereinafter referred to as
the Rescheduled Aircraft.
This letter, when accepted by Buyer, will become part of
the Purchase Agreements and will evidence our further
agreement with respect to the matters set forth below.
All terms used herein and in the Purchase Agreement, and
not defined herein, shall have the same meaning as in the
Purchase Agreements.
[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 signa-
ture below.
Very truly yours,
THE BOEING COMPANY
By /s/ RICHARD G. PLANK
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 31 , 1995
CONTINENTAL AIRLINES, INC.
By /s/ JOHN LUTH
Its Senior Vice President
Attachment A to 6-1162-RGP-946
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]