EXPURGATED CONFIDENTIAL
TREATMENT
REQUESTED BY
CONTINENTAL
AIRLINES, INC.
Exhibit 10.13(a)
Supplemental Agreement No. 3
to
Purchase Agreement No. 1784
between
The Boeing Company
and
Continental Airlines Inc.
Relating to Boeing Model 767-324ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
March 31 , 1995 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. 1784 dated March 18, 1993, as amended and
supplemented, relating to Boeing Model 767-324ER aircraft
(the Agreement); and
WHEREAS, Boeing has offered, at Buyer's request, to
reschedule delivery of twelve (12) Aircraft (Rescheduled
Aircraft), currently scheduled to deliver to Buyer starting
in 1995, to 1998 and later, and delete the Option Aircraft
from the Agreement, subject to certain terms and conditions;
and
WHEREAS, Buyer has accepted Boeing's offer, and
agreed to incorporate the terms and conditions of the
accepted 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
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 and add new Article 2.7, Aircraft
Delivery Schedule, to incorporate Schedule for Delivery of
Model 767-324ER 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 Add a Schedule for Delivery of Model 767-324ER
Aircraft following Article 15, (attached hereto) to
incorporate the Rescheduled Aircraft and add information
relating 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
1784-3, Option Aircraft, in response to Buyer's request to
terminate its options to purchase additional Model 767-324ER
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
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/ 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#3
ARTICLE 3. Price of Aircraft................... 3-1
SA#2
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
Schedule for Delivery of Model 767-324ER Aircraft
SA#3
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
SA#3
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
1784-1 Spare Parts Support
SA#2
1784-2 Seller Purchased Equipment
SA#2
1784-3 Option Aircraft (CANCELLED)
SA#3
1784-4 Waiver of Aircraft Demonstration Flights
SA#2
[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
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.
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.
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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 SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] plus
3.3.1.2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] 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:
[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 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT 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 767-300ER
aircraft that neither affect the Aircraft Purchase Price nor
adversely affect Aircraft delivery, guaranteed weight,
guaranteed performance or compliance with the
interchangeability or replaceability requirements set forth
in the Detail Specification. Development Changes are
changes deemed necessary to correct defects, prevent delay,
or insure compliance with this Agreement. If Boeing makes
changes pursuant to this paragraph, Boeing will promptly
notify Buyer of such changes.
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 delivery, Aircraft
Basic Price and Advance Payment Base Price.
Continental Airlines, Inc.
Delivery Schedule for Model 767-324ER 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 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
Article 3.2 of this Agreement) less the base
price of Engines (as defined in this Exhibit D)
in the amount of [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
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.
In determining the value of L, the ratio of ECI
divided 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
divided 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 SEPARATELY
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
Statistics, then:
2.1 The Airframe Price Adjustment, to be used at
the time of delivery of each 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 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 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 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
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 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
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 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
supplemental invoice or refund the amounts due Buyer as
appropriate 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
Adjustment.
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-361R1
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-361R1 to
Purchase Agreement No. 1784 -
[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.
1784 dated March 18, 1993, as amended and supplemented
(the Agreement) between THE BOEING COMPANY (Boeing) and
CONTINENTAL AIRLINES, INC., relating to Model 767-324ER
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 Buyer's disclosure or filing
of Confidential Documents, or the information contained
therein pursuant to any such applicable law or
governmental regulation, Buyer will request and use its
best reasonable efforts to obtain confidential
treatment of such Confidential Documents and the
information contained therein. Boeing agrees to
cooperate with Buyer in making and supporting its
request for confidential treatment.
[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-363R1
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-363R1 to
Purchase Agreement No. 1784 -
[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. 1784
dated March 18, 1993, as amended and supplemented (the
Agreement) between THE BOEING COMPANY (Boeing) and
CONTINENTAL AIRLINES, INC.relating to Model 767-324ER
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]
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-WLJ-364R1
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-364 to
Purchase Agreement No. 1784 -
[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. 1784
dated as of even date herewith (the Agreement) between
THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC-. (Buyer) relating to Model 767-324ER 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]
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 COMMISSION
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
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer): Purchase
Agreement 1782 relating to model 737-524 Aircraft;
Purchase 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 Aircraft. 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.
At Buyer's request, and in consideration of Boeing's
agreement to amend the Purchase Agreements, Boeing and
Buyer hereby agree as follows:
[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 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]