Exhibit 10.14(a)
Supplemental Agreement No. 1
to
Purchase Agreement No. 1951
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of October 10,
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. 1951 dated July 23, 1996, as amended and supplemented, relating
to Boeing Model 737 aircraft (the Agreement); and
WHEREAS, Boeing has agreed to manufacturer and sell to Buyer
thirty (30) Model 737-500 Aircraft and thirty (30) Model 737-600
Aircraft (collectively referred to as the Aircraft) [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]; and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate these and 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 their entirety, the following
tables and Articles with corresponding new tables and articles
attached hereto:
Cover page
Table of Contents
Page 1, Title page
Article 1, Subject Matter of Sale
Article 3, Price of Aircraft
Article 7, Changes to the Detail Specification
Article 8, Federal Aviation Requirements and
Certificates and Export License
Table 1, Aircraft Deliveries and Description
2. Exhibits:
2.1 Exhibit A entitled Aircraft Configuration is revised by
adding thereto Exhibits A-3 and A-4 attached hereto to incorporate
configurations for the Model 737-524 and Model 737-624 Aircraft,
respectively.
2.2 Exhibit B entitled Product Assurance Document is revised
to remove and replace, in their entirety, page BI, Part A and Part
F and replace with the new page BI, Part A, and Part F1 and F2,
respectively, attached hereto to reflect the Product Assurance
entitlements for Current Generation Aircraft with revisions
specifically to the title page, Part A, Boeing Warranty, paragraph
4.1.1, 4.1.2 and 8.1.1 and Part F, Engine Manufacturer's Warranty
and Product Support Plan, with the addition of F1 and F2. All
remaining Parts remain unchanged.
2.3 Exhibit C entitled Customer Support Document - Code Two
- - Major Model Differences is revised to remove and replace, in its
entirety, page C-I to Exhibit C with page C-I attached hereto, to
reflect the Customer Support entitlements for the Model 737-624
Aircraft.
2.4 Add a new Exhibit C1 entitled Customer Support Document
- - Code Three - Minor Model Differences attached hereto for the
Current Generation Aircraft.
2.5 Exhibit D entitled Aircraft Price Adjustment is revised
to remove and replace, in their entirety, the title page and page
D-1 with the title page and page D-1 attached hereto to reflect
application of such exhibit to New Generation Aircraft.
2.6 Add a new Exhibit D1 entitled Airframe and Engine Price
Adjustment for the Current Generation Aircraft attached hereto. .
2.7 Remove and replace, in its entirety, Exhibit E entitled
Buyer Furnished Equipment Provisions Document with the new Exhibit
E attached hereto to incorporation the Current Generation Aircraft
along with the New Generation Aircraft.
3. Letter Agreements:
3.1 Remove and replace, in its entirety, Letter Agreement
1951-2, Seller Purchased Equipment, with Letter Agreement 1951-2R1,
Seller Purchased Equipment, attached hereto to incorporate Model
737-524 and Model 737-624 Aircraft into the letter agreement.
3.2 Remove and replace, in its entirety, Letter Agreement
1951-3, Option Aircraft, with Letter Agreement 1951-3R1, Option
Aircraft - Model 737-824 Aircraft, attached hereto to revise
subject matter to designate Model 737-824 Aircraft.
3.3 Remove and replace, in its entirety, Letter
Agreement 1951-4, Waiver of Aircraft Demonstration, with Letter
Agreement 1951-4R1, Waiver of Aircraft Demonstration, attached
hereto to incorporate Model 737-524 and Model 737-624 Aircraft into
the letter agreement.
3.4 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.5 Remove and replace, in its entirety, Letter
Agreement 1951-7, Spares Initial Provisioning, with Letter
Agreement 1951-7R1, Spares Initial Provisioning, attached hereto.
3.6 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.7 Add new Letter Agreement 1951-9, Option Aircraft - Model
737-624 Aircraft, attached hereto to incorporate purchase option
provisions for Buyer to purchase up to [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.8 Add new Letter Agreement 1951-10, Configuration Matters
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]- Model 737-624 Aircraft, attached hereto to
document an undefined configuration for the Model 737-624 Aircraft.
3.9 Add new Letter Agreement 1951-11, [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.10 Remove and replace, in their entirety, Letter
Agreements 6-1162-MMF-308, -309,-310, -311 and -312 with the
corresponding Letter Agreements attached hereto to incorporate
certain issues regarding the Model 737-524/624 Aircraft as follows:
6-1162-MMF-308R1 Disclosure of Confidential Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.11 Add new Letter Agreement 6-1162-MMF-378, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft.
3.12 Add new Letter Agreement 6-1162-MMF-379, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] Aircraft.
4. Payment of Additional Advance Payments.
Within three (3) business days after execution of this
Supplemental Agreement, Buyer shall transfer to Boeing's account at
Chase Manhattan Bank, New York, N.Y., the sum of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] as of the effective date of the Supplemental Agreement.
The Agreement will be deemed to be supplemented to the extent
herein provided as of the date hereof 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/ M. Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: V.P.
PURCHASE AGREEMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Relating to Boeing Model 737 Aircraft
Purchase Agreement Number 1951
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale. . . . . . . . . . 1-1 SA 1
2. Delivery, Title and Risk of Loss. . . . . 2-1
3. Price of Aircraft . . . . . . . . . . . . 3-1 SA 2
4. Taxes . . . . . . . . . . . . . . . . . . 4-1
5. Payment . . . . . . . . . . . . . . . . . 5-1
6. Excusable Delay . . . . . . . . . . . . . 6-1
7. Changes to the Detail Specification . . . 7-1 SA 1
8. Federal Aviation Requirements and
Certificates and Export License . . . . . 8-1 SA 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 SA 2
TABLE OF CONTENTS
SA
Number
EXHIBITS
A Aircraft Configuration . . . . . . . SA 1
B Product Assurance Document . . . . . SA 1
C Customer Support Document - Code
Two - Major Model Difference . . . . SA 1
C1 Customer Support Document - Code
Three - Minor Model Difference . . . SA 1
D Aircraft Price Adjustments -
New Generation Aircraft. . . . . . . SA 1
D1 Airframe and Engine Price
Adjustments - Current Generation
Aircraft . . . . . . . . . . . . . . SA 1
E Buyer Furnished Equipment
Provisions Document. . . . . . . . . SA 1
F Defined Terms Document . . . . . . . SA 1
LETTER AGREEMENTS
1951-1 Not Used . . . . . . . . . . . . . .
1951-2R1 Seller Purchased Equipment . . . . . SA 1
1951-3R1 Option Aircraft-Model 737-824
Aircraft . . . . . . . . . . . . . . SA 1
1951-4R1 Waiver of Aircraft Demonstration . . SA 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] . . . . SA 1
1951-6 Configuration Matters. . . . . . . .
1951-7R1 Spares Initial Provisioning. . . . . SA 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] . . . . SA 1
1951-9 Option Aircraft Model-737-624
Aircraft . . . . . . . . . . . . . . SA 1
1951-10 Configuration Matters [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] - Model 737-624
Aircraft . . . . . . . . . . . . . . SA 1
1951-11 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. . . . . . . SA 1
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-308R1 Disclosure of Confidential. . SA 1
Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY SA 1
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
SUPPLEMENTAL AGREEMENTS. . . . . . . . . . . . . DATED AS OF:
Supplemental Agreement No. 1 . . . . . . . . . .
PURCHASE AGREEMENT NO. 1951
Relating to
BOEING MODEL 737 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:
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
the Model 737 aircraft (the Aircraft) described below in the
quantities of the model types shown in Table 1, Aircraft
Deliveries and Descriptions for Model 737 Aircraft, to this
Agreement and manufactured in accordance with the detail
specifications identified below (Detail Specification).
1.1.1 Current Generation Aircraft.
Model 737-524 Aircraft (the Current
Generation Aircraft) which will be manufactured in accordance
with the Boeing detail specification as described in Exhibit A-4,
and as modified from time to time in accordance with this
Agreement.
1.1.2 New Generation Aircraft.
Model 737-724, Model 737-824 and Model
737-624 Aircraft (the New Generation Aircraft) which will be
manfactured in accordance with the Boeing detail specifications
described in Exhibits A-1, A-2 and A-3, respectively, and as
modified from time to time in accordance with this Agreement.
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.
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.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Current Generation Aircraft.
3.1.1.1 Special Features are the features
listed in Exhibit A-4 which Buyer has selected for incorporation
in Current Generation Aircraft.
3.1.1.2 Base Airframe Price is the
Aircraft Basic Price excluding the price of Special Features and
Engines.
3.1.1.3 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-1.
3.1.1.4 Aircraft Basic Price is comprised
of the Base Airframe Price, the Engine Price and the price of the
Special Features.
3.1.1.5 Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airframe, Engine and
Special Features) as calculated pursuant to Exhibit D-1.
3.1.1.6 Base Airplane Price is the
Aircraft Basic Price excluding the price of Special Features, but
including Engines.
3.1.2 New Generation Aircraft
3.1.2.1 Special Features are the features
listed in Exhibits A-1, A-2 and A-3, which Buyer has selected for
incorporation in New Generation Aircraft.
3.1.2.2 Base Airplane Price is the
Aircraft Basic Price excluding the price of Special Features, but
including Engines.
3.1.2.3 Aircraft Basic Price is comprised
of the Base Airplane Price and the price of the Special Features.
3.1.2.4 Economic Price Adjustment is the
adjustment to the Aircraft Basic Price (Base Airplane and Special
Features) as calculated pursuant to Exhibit D.
3.2 Aircraft Basic Price.
3.2.1 Current Generation Aircraft:
3.2.1.1 Model 737-524 Aircraft.
The Aircraft Basic Price of each
737-524 Aircraft, expressed in July 1995 dollars, is set forth
below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
Engine Price SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Aircraft Basic Price COMMISSION PURSUANT TO
A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.2.2 New Generation Aircraft.
3.2.2.1 Model 737-624 Aircraft.
The Aircraft Basic Price of each
737-624 Aircraft, expressed in July 1995 dollars, is set forth
below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
SEPARATELY WITH THE
Aircraft Basic Price SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO
A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.2.2.2 Model 737-724 Aircraft.
The Aircraft Basic Price of each
737-724 Aircraft, expressed in July 1995 dollars, is set forth
below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
SEPARATELY WITH THE
Aircraft Basic Price SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO
A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.2.2.3 Model 737-824 Aircraft.
The Aircraft Basic Price of each
737-824 Aircraft, expressed in July 1995 dollars, is set forth
below:
Base Airplane Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
SEPARATELY WITH THE
Aircraft Basic Price SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO
A REQUEST FOR
CONFIDENTIAL TREATMENT]
3.3 Aircraft Price. The total amount that Buyer is to
pay for the Aircraft at the time of delivery (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 Exhibits D or D-1, as applicable; 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.
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.
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.
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.
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/-600/-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.
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 737-600/-
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.
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.
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.
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.
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.
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.
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: Sr. 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.
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/ M. Monica Fix
Its V.P. Fleet Management Its Attorney-in-Fact
Table 1 to
Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
AIRCRAFT CONFIGURATION
Dated October 10, 1996
relating to
BOEING MODEL 737-624 AIRCRAFT
Exhibit A-3
The Detail Specification is Boeing Detail Specification
D6-38808-62 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
in the Attachment to this Exhibit A-3, 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 D6-39060. 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 no later than December 31, 1996,
except such Aircraft Basic Price will not include the price
effects of Change Requests changing Buyer Furnished Equipment to
Seller Purchased Equipment.
The Attachment to this Exhibit will be defined by Boeing and
Buyer at a later date.
AIRCRAFT CONFIGURATION
Dated October 10, 1996
relating to
BOEING MODEL 737-524 AIRCRAFT
Exhibit A-4
The Detail Specification is Boeing Detail Specification
D6-38606-11, Revision F dated March 1, 1996. Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38606 Revision J dated October 17, 1994 as
amended to incorporate the applicable specification language to
reflect the effect of the changes set forth in the Change
Requests listed in the Attachment to this Exhibit A-4, 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 D6-77072. 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.
Exhbit A-4
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH TEH
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
PRODUCT ASSURANCE DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit B to Purchase Agreement Number 1951
PRODUCT ASSURANCE DOCUMENT NO. 1951
Dated July 23, 1996
Relating to
BOEING MODEL 737 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 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
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 of New Generation Aircraft, 48 months after
delivery of each Aircraft; or as to defect in conformance to the
Detail Specification of Current Generation Aircraft, 36 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 New
Generation Aircraft or 36 months after delivery of each Current
Generation 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 New Generation Aircraft or 36
months after delivery of such Current Generation 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.
PART F1
Relating to Current Generation Aircraft
ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN
Boeing has obtained from CFM International, Inc. (CFM) the right
to extend to Buyer the provisions of CFM's New Engine Warranty
set forth in CFM's "CFM56 Product Support Plan"; subject,
however, to Buyer's acceptance of the conditions set forth herein
and in such product support plan. Accordingly, Boeing hereby
extends to Buyer, and Buyer hereby accepts, the provisions of
such CFM warranty and such provisions shall apply to CFM56
turbo-fan engines installed in the Aircraft at the time of
delivery to Buyer except that, if Buyer and CFM have executed a
General Terms Agreement, then the terms of that Agreement shall
be substituted for and supersede the below-stated provisions and
such provisions shall be of no force or effect and neither Boeing
nor CFM shall have any obligation arising therefrom. In
consideration for such extension, Buyer hereby releases and
discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of said
installed CFM56 engines and releases and discharges CFM from any
and all claims, obligations and liabilities whatsoever arising
out of the purchase or use of said installed CFM56 engines except
as expressly assumed by CFM in such Product Support Plan or in
such General Terms Agreement between Buyer and CFM.
CFM INTERNATIONAL, INC. WARRANTY
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
PART F2
Relating to New Generation Aircraft
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.
CFMI INTERNATIONAL INC. WARRANTY
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
CODE TWO -MAJOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit C to Purchase Agreement Number 1951
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated October 10, 1996
Relating to
BOEING MODEL 737-624/-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 737-624/-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
CODE THERE - MINOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit C1 to Purchase Agreement Number 1951
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated October 10, 1996
Relating to
BOEING MODEL 737-524 AIRCRAFT
This Customer Support Document is Exhibit C1 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 737-524 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
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.
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 Program.
In conjunction with earlier sales to Buyer of the same
model type aircraft as the Aircraft, Boeing has provided to Buyer
comprehensive maintenance training and/or materials for such
aircraft. If requested by Buyer at least 12 months prior to
delivery of the first Aircraft, Boeing agrees to provide 1
Maintenance Training course consisting of classroom training to
acquaint up to 15 of Buyer's personnel with any operational,
structural or systems differences between the first Aircraft
scheduled for delivery pursuant to this Agreement and the last
aircraft of the same model type for which maintenance training
and/or materials were delivered by Boeing to Buyer that are
significant to the maintenance of the Aircraft. Such course will
be scheduled by mutual agreement of Boeing's and Buyer's
maintenance training organizations.
3. Training Materials.
Boeing will provide Buyer with a narrative description
defining the expected time to teach the various differences
between the first Aircraft scheduled for delivery pursuant to
this agreement and the last aircraft of the same model type for
which maintenance training and/or materials were delivered by
Boeing to Buyer.
If Buyer chooses to have Boeing provide a differences Maintenance
Training course, Boeing will provide at the beginning of the
course, 1 copy of a training manual for the differences training
course to each student attending such course. Boeing will also
provide to the Buyer 1 set of visual aid projection
transparencies and 1 set of black and white reproducible masters
of the training manual graphics and text utilized in the
Maintenance Training class. No revision service will be provided
for such training manuals and materials.
If Buyer chooses not to have Boeing provide a differences
Maintenance Training course, Boeing will provide to Buyer at
Buyer's direction, 1 set of visual aid projection transparencies
and 1 set of black and white reproducible masters of the training
manual graphics and text that would have been utilized in a
differences Maintenance Training class. Delivery of requested
materials will satisfy difference training entitlements as
defined herein. No revision service will be provided for such
training manuals and materials.
4. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the classroom
training described above 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, if any, will be conducted at Boeing-
designated facilities.
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 each Aircraft and terminating 12
months after delivery of the Aircraft (Field Service Period(s)).
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.
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.
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery,
which may include such items as Master Changes (Kits and/or
Data), training and maintenance and repair of the Aircraft.
Providing such additional services will be subject to (i)
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:
4.3.1Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.
4.3.2The provisions of the Boeing Warranty set forth
in Exhibit B of this Agreement will apply to such work.
4.3.3Buyer will reimburse Boeing for such work to the
extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4The 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.
4.3.5In 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.
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 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 15 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. Training Materials.
Any training materials, if required, that are used in
Flight Training shall be provided to Buyer at the conclusion of
such class. No revision service shall be provided for such
training materials.
4. 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:
4.1 Buyer will be responsible for providing classroom
space acceptable to Boeing, a flight simulator 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 flight training instructors and
materials between Seattle and such alternate 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 the training that require the use
of Boeing's training devices, if any, will be conducted at
Boeing-designated facilities.
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 29 excluding FRM/FIM to Air Transport
Association of America 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, 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 quantities of documents set forth in the Attachment
will be provided at a later time to record the quantities and
formats of Documents provided to Buyer which are applicable to
aircraft previously delivered by Boeing of the same model type as
the 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 applies. Space is provided in
the Attachment for Buyer and Boeing to indicate changes, to be
mutually agreed upon following 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 shall 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 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.
ORIGINAL REVISED
ITEM NAME QUANTITY QUANTITY FORMAT
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 Manual
a. Chapter 1 "Control" Printed 2 Sides
b. Chapter 2 "Reports" Printed 1 Side
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. Jet Transport Performance Methods Printed 2 Sides
(total quantity - all models)
8. FMC Supplemental Data Document Printed 2 Sides
9. Operational Performance
Software (OPS)
a. Inflight and Report Software Digital Magnetic Tape
Diskette, IBM Compatible
3.5 Inch (720KB or 1.44MB)
Diskette, Macintosh 3.5
Inch (800KB or 1.4MB)
b. Airplane Performance Digital Magnetic Tape
Monitoring (APM/HISTRY) Diskette, IBM Compatible:
Software
3.5 Inch (720KB or
1.44MB)
5.25 Inch (360KB or
1.2MB)
Diskette, Macintosh
3.5 Inch (800KB or
1.4MB)
c. Takeoff Analysis Software Digital Magnetic Tape
Diskette, IBM Compatible:
3.5 Inch (720KB or
1.44MB)
5.25 Inch (360KB or
1.2MB) (737,747,757,767)
Diskette, Macintosh 3.5
Inch (800KB or 1.4MB)
d. Landing Analysis Software Digital Magnetic Tape
Diskette, IBM Compatible:
3.5 Inch (720KB or
1.44MB)
5.25 Inch (360KB or
1.2MB)
Diskette, Macintosh 3.5
Inch (800KB or 1.4MB)
10. ETOPS Guide Vol. III Printed 2 Sides
(Operational Guidelines
and Methods)
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 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
35mm Aperture Cards
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Digital Format
4. Connector Part Number Printed 2 Sides
Options Document
5. Structural Repair Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Magnetic Tape Text (Print
File Format)
Illustrations (CGM
Format)
6. Component Maintenance Printed 2 Sides
Overhaul Manuals
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Magnetic Tape Text (Print
File Format)
Illustrations (CGM
Format)
7. Chapter 20 Standard Printed 2 Sides
Overhaul Practices Manual
(total quantity - all models) Printed 1 Side
Microfilm, 16mm, Duplicate
Microfilm, 16mm, Master
8. Chapter 20 Standard Wiring Printed 2 Sides
Practices Manual
(total quantity - all models) Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Digital Format (777)
9. Nondestructive Test Printed 2 Sides
Manual
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Magnetic Tape Text (Print
File Format)
Illustrations (CGM
Format)
10. Service Bulletins Printed 2 Sides
11. Service Bulletins Index Printed 2 Sides
12. Corrosion Prevention Manual Printed 2 Sides
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
Magnetic Tape Text (Print
File Format)Illustrations
(CGM Format)
13. Fuel Measuring Stick Printed 1 Side
Calibration Document
Check One:
U. S. Gallons
Imperial Gallons
Pounds
Kilograms
Liters
14. Power Plant Buildup Manual Printed 2 Sides
Printed 1 Side
Microfilm (16mm)
Duplicate
Microfilm (16mm) Master
15. FMS BITE Manual Printed 2 Sides
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
16. All Operator Letter Printed 1 or 2 sides
17. Service Letters Printed 1 or 2 sides
18. Structural Item Interim Advisory Printed 1 or 2 sides
19. Maintenance Tips Printed 1 or 2 sides
20. Combined Index Printed 2 sides
Digital Format
C. MAINTENANCE PLANNING
1. Maintenance Planning Printed 2 sides
Data Documents
Microfilm (16mm)
Duplicate
Microfilm (16mm) Master
Digital Format
2. Maintenance Task Cards Printed 1 Side
Microfilm (16mm)
Duplicate
Microfilm (16mm) Master
Digital Format
3. Maintenance Task Card Index Printed 2 sides
Digital Format (777)
4. Maintenance Inspection Printed 2 sides
Intervals Report
(total quantity - all models)
D. SPARES
1. Illustrated Parts Catalog Printed 2 Sides
(select one format only)
Printed 1 Side
Microfilm (16mm)
Duplicate
Microfilm (16mm) Master
2. Standards Books
a. Index Printed 2 Sides
Microfilm (16mm)
Duplicate
b. Parts Standards Printed 2 Sides
Microfilm (16mm)
Duplicate
c. Parts Specifications Printed 2 Sides
Microfilm (16mm)
Duplicate
d. Standards for Repair Printed 2 Sides
Microfilm (16mm)
Duplicate
e. Obsolete Standards Printed 2 Sides
Microfilm (16mm)
Duplicate
f. Commercial Markers Printed 2 Sides
Microfilm (16mm)
Duplicate
g. Commercial Markers 737 Printed 2 Sides
Microfilm (16mm)
Duplicate
h. Passenger Cabin Symbology Printed 2 Sides
(Commercial Placards)
Microfilm (16mm)
Duplicate
i. Process Standards Printed 2 Sides
Microfilm (16mm)
Duplicate
j. Material Standards Printed 2 Sides
Microfilm (16mm)
Duplicate
k. Drafting Standards Practices Printed 2 Sides
Microfilm (16mm)
Duplicate
l. Specification Support Printed 2 Sides
Standards
Microfilm (16mm)
Duplicate
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Printed 2 Sides
Planning Document
Microfilm (16mm) Master
(777)
2. Special Tool and Ground Microfilm, (35mm)
Handling Equipment Drawings Duplicate in Aperture
Card Format
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 Document Printed 1 Side
6. Illustrated Tool and Printed 2 Sides
Equipment List/Manual
Printed 1 Side
Microfilm, 16mm,
Duplicate
Microfilm, 16mm, Master
7. Aircraft Recovery Document Printed 2 Sides
8. Airplane Characteristics for Printed 2 sides
Airport Planning
9. Airplane Rescue and Fire Printed 2 Sides
Fighting Document (total
quantity - all models)
10. Engine Handling Document Printed 2 Sides
F. Configuration, Maintenance Printed 2 Sides
and Procedures for Extended
Range Operations Document
G. ETOPS Guide Vol. I Printed 2 Sides
(Configuration, Maintenance
and Procedures Supplement)
H. ETOPS Guide Vol. II Printed 2 Sides
(Maintenance Programs Guidelines)
(total quantity - all models)
I. Computer Software Index Printed 2 Sides
(total quantity - all models)
J. Supplier Technical Data
1. Service Bulletins
2. Ground Support Equipment
Data
3. Provisioning Information
4. Component Maintenance/
Overhaul Manuals
5. Component Maintenance/
Overhaul Manuals Index
(total quantity - all models)
6. Publications Index
7. Product Support Supplier
Directory (total quantity -
all models)
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 C1, 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 C1 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 C1.
(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.
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.
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit D to Purchase Agreement Number 1951
New Generation Aircraft
Exhibit D
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1995 Base Price)
Aircraft Price Adjustment for New Generation Aircraft
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.
AIRFRAME AND ENGINE PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit D1 to Purchase Agreement Number 1951
Current Generation Aircraft
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1995 Base Price)
Airframe and Engine Price Adjustment for Current Generation
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 D1) 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
130.1 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
123.6 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.
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 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 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 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, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D1.
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 Airframe Price Adjustment.
Note: Any rounding of a number, as required under this
Exhibit D1 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.
ENGINE PRICE ADJUSTMENT - CFM INTERNATIONAL, INC.
(1995 BASE PRICE)
(a) The Aircraft Basic Price of each Aircraft set forth in
Article 3.2.1 of this Agreement includes an aggregate price for
CFM56-3B-1 engines and all accessories, equipment and parts
therefor provided by the engine manufacturer (collectively in
this Exhibit D1 called "Engines") of [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
The adjustment in Engine price applicable to each Aircraft
("Engine Price Adjustment" herein) 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]
(b) The following definitions will apply herein:
D1 = Engine Price Adjustment
Pb = Aggregate Engine Base Price as set forth in
Paragraph (a) above.
CPI = The Composite Price Index as determined in accordance
with the formula set forth below. The Index values
referred to below, to be used in determining the CPI,
will be for the ninth month prior to the month of
scheduled Aircraft delivery. Such Index values will
be those prepared by the Bureau of Labor Statistics,
U.S. Department of Labor.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
L = The Labor Index for such month will be the
quotient, expressed as a decimal and rounded to
the nearest thousandth, of the "Hourly Earnings
of Aircraft Engines and Engine Parts Production
Workers" SIC 3724, for such month divided by
Eleven Dollars and Sixteen Cents ($11.16). Such
quotient will be multiplied by 100 and then by
fifty-five percent (55%) with the value
resulting from the latter multiplication
expressed as a decimal and rounded to the
nearest hundredth.
M1 = The Industrial Commodities Index for such month
will be equal to ten percent (10%) of the
Producer Price Index for "all commodities other
than Farm and Foods," Code 3-15, (Base Year 1982
= 100) for such month, expressed as a decimal
and rounded to the nearest hundredth.
M2 = The Metals and Metal Products Index for such
month will be equal to twenty-five percent (25%)
of the Producer Price Index for "Metals and
Metal Products," Code 10, (Base Year 1982 = 100)
for such month expressed as a decimal and
rounded to the nearest hundredth.
M3 = The Fuel Index for such month will be equal to
ten percent (10%) of the Producer Price Index
for "Fuel and Related Products and Power," Code
5, (Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the
nearest hundredth.
138.27 = Composite Price Index for October, 1994.
The factor (CPI divided by 138.27) by which the Aggregate Engine
Base Price is to be multiplied will be expressed as a decimal and
rounded to the nearest thousandth.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The values of the Average Hourly Earnings and Producer Price
Indices used in determining the Engine Price Adjustment will be
those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to the scheduled
Aircraft delivery to Buyer. Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor Statistics
(i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the
data referred to above, CFMI agrees to meet jointly with Boeing
and Buyer to jointly select a substitute for the revised or
discontinued data; such substitute data to lead in application to
the same adjustment result, insofar as possible, as would have
been achieved by continuing the use of the original data as it
may have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above will be made to accomplish this result for the
affected Engines.
In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, CFMI agrees to meet with Boeing
and Buyer to jointly agree, to the extent such parties may
lawfully do so, to adjust equitably the purchase price of any
affected Engine(s) to reflect an allowance for increases in
labor, material and fuel costs that have occurred from the period
represented by the CPI to the ninth month preceding the month of
scheduled delivery of the applicable aircraft.
NOTE: Any rounding of a number, as required under this
Exhibit D1 with respect to escalation of the Engine
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.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1951
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated October 10, 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
aircraft.
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, July 3, 1997 for Model 737-824, January 1, 1998 for
Model 737-624 and October 15, 1996 for Model 737-524 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
Model 737-624 Model 737-524
Galley System 7/1/97 Complete
Seats (passenger) 2/7/97 Complete
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.
Attachment A to
Exhibit E
BOEING MODEL 737 AIRCRAFT
Dates for 1st delivery of each model:
Item Preliminary On-Dock Dates
737-724 737-824
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Seats
Galleys
Electronics
Furnishings
737-624 737-524
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Seats
Galleys
Electronics
Furnishings
1951-2R1
October 10,1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-2R1 to
Purchase Agreement No. 1951 -
Seller Purchased Equipment
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-2 dated July 23,
1996.
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:
Model Model Model Model
737-524 737-624 737-724 737-824
galleys n/a 7/1/97 10/6/96 2/12/97
seats n/a 2/7/97 9/3/96 9/3/96
(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. Buyer will
provide Boeing not later than May 1, 1997 the definitive galley
configuration requirements for the Model 737-624.
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 for the Model 737-724 and -824
Aircraft. Boeing will advise such date for the Model 737-624
Aircraft.
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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: October 10, 1996.
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-3R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1951-3R1 to
Purchase Agreement No. 1951 - Option Aircraft -
Model 737-824 Aircraft
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Purchase Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-824 aircraft (the Aircraft). This Letter Agreement
supersedes and replaces in its entirety Letter Agreement 1951-3
dated July 23, 1996.
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:
Month and Year Number of
of Delivery Option Aircraft
[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:
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 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.
[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/ M. Monica Fix
Its Attorney-in-fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its V.P.
Attachment
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.
1951-4R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-4R1 to
Purchase Agreement No. 1951 -
Waiver of Aircraft Demonstration Flights
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety letter Agreement 1951-4 dated July 23,
1996.
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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-5R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-5R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to
Model 737-624/-724/-824 aircraft (the Aircraft). This Letter
Agreement supersedes and replaces in its entirety letter
Agreement 1951-5 dated July 23, 1996.
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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-7R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-7R1 to
Purchase Agreement No. 1951 -
Spares Initial Provisioning
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 1951-7 dated July 23,
1996.
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 November 1, 1996 for the
737-524 Aircraft, February 1 , 1997 for the 737-724/824 Aircraft
and January 1, 1998 for the 737-624 Aircraft 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 January
15, 1997 for the 737-524 Aircraft, March 1, 1997 for the 737-
724/824 Aircraft and January 1, 1998 for the 737-624 Aircraft,
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 March 1, 1997 for the 737-524 Aircraft, May
1, 1997 for the 737-724/824 Aircraft and April 1, 1998 for the
737-624 Aircraft; 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 120 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 November 1,
1996 for the 737-524 Aircraft, January 1, 1997 for the 737-
724/824 Aircraft and December 1, 1997 for the 737-624 Aircraft,
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 within 120 days from receipt of the QEC component
listing as noted above for each corresponding model.
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 Current Generation Aircraft scheduled to
delivery in July 1997 with respect to Spare Parts for Current
Generation Aircraft and the first New Generation Aircraft
scheduled to deliver in January 1998 with respect to Spare parts
for New Generation 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. 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 (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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-8R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-8R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement), between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737-
624/-724/-824 aircraft (the Aircraft). This Letter Agreement
supersedes and replaces in its entirety Letter Agreement 1951-8
dated July 23, 1996.
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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-9
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 1951-9 to
Purchase Agreement No. 1951 -
Option Aircraft - Model 737-624 Aircraft
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Purchase Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-624 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] 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:
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 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.
[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/ M. Monica Fix
Its Attorney-in-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its V.P.
Attachment
Model 737-624 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D6-38808-62, dated as of
even date herewith, 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.
1951-10
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-10 to
Purchase Agreement No. 1951 -
Configuration Matters
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737-624
aircraft (the Aircraft).
All terms used herein and in the Agreement and not defined
herein, have the same meaning as in the Agreement.
1. Aircraft Configuration.
1.1 Initial Configuration. The initial configuration
of Buyer's Model 737-624 Aircraft has been defined by Detail
Specification D6-38808-62 as described in Exhibit A-3 of the
Agreement. Because of the long period of time between the
signing of the Agreement and delivery of the first Aircraft,
Buyer will require that changes (Change Requests) be incorporated
in the Aircraft configuration. Boeing will carefully consider
such Change Requests, and if practicable, incorporate these
changes into the production of the Aircraft prior to delivery.
1.2 Final Configuration Schedule. Boeing and Buyer
will discuss potential configuration changes as soon as practical
for both parties but no later than the end of this year. Within
90 days after that meeting, Boeing will provide Buyer with Change
Request proposals for those configuration changes that can be
incorporated in Aircraft production. Buyer will have 30 days
thereafter to accept or reject these Change Requests.
1.3. Buyer's Detail Specification. After Buyer's
acceptance or rejection of the Change Requests contemplated
above, Boeing will provide to Buyer a Buyer-unique detail
specification (Detail Specification) reflecting the Aircraft
configuration as defined in the Agreement revised to reflect the
effects of accepted Change Requests. Such Detail Specification
will also reflect changes made to Boeing's basic Model 737-600
aircraft specification between the Detail Specification
referenced in the Agreement and the date Boeing releases such
Detail Specification. The price effects, if any, of such Change
Requests and changes to the basic specification will also be
reflected in an amendment to the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Agreement Amendment.
Within 30 days after reaching agreement as to the final
configuration of the Aircraft, Boeing will provide to Buyer for
signature an amendment to the Agreement reflecting the effects of
the configuration changes agreed to by the parties.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
1951-11
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-11 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996 (the Agreement), between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-524 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/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
6-1162-MMF-308R1
October 10, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-308R1 to
Purchase Agreement No. 1951 -
Disclosure of Confidential Information
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-308 dated
July 23, 1996.
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-308R1.
4. Letter Agreement No. 6-1162-MMF-309R1.
5. Letter Agreement No. 6-1162-MMF-310R1.
6. Letter Agreement No. 6-1162-MMF-311R1.
7. Letter Agreement No. 6-1162-MMF-312R1.
8. Letter Agreement No. 6-1162-MMF-319.
9. Letter Agreement No. 6-1162-MMF-378
10. Letter Agreement No. 6-1162-MMF-379.
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 this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
6-1162-MMF-309R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-309R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-309.
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-308R1.
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 this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.,
By /s/ Brian Davis
Its V.P.
6-1162-MMF-310R1
October 10, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-310R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-310 dated
July 23, 1996.
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]
9. 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-308R1.
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 this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
6-1162-MMF-311R1
October 10, 1996
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 6-1162-MMF-311R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1751 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-311 dated
July 23, 1996.
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]
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-308R1, 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/ M. Monica Fix
M. Monica Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 10th day of October, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: V.P.
Attachment A to
Letter Agreement 6-1162-MMF-311R1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Attachment B to
Letter Agreement 6-1162-MMF-311R1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-MMF-312R1
October 10, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-312R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated
July 23, 1996(the Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Buyer) relating to Model 737
aircraft (the Aircraft). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-11621-MMF-312 dated
July 23, 1996.
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-308R1.
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 this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
6-1162-MMF-378
October 10, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-378 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
July 23, 1996(the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-524
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-308R1.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
Attachment
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-MMF-379
October 10, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-379 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
July 23, 1996(the Agreement) between THE BOEING COMPANY (Boeing)
and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-624
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-308R1.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its V.P.
Attachment
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]