Exhibit 10.6(a)
Supplemental Agreement No. 7
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
July 23, 1996 by and between THE BOEING COMPANY, a Delaware
corporation with its principal office in Seattle, Washington,
(Boeing) and Continental Airlines, Inc., a Delaware corporation
with its principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate certain contractual matters and adjust the advance
payment base prices for the Aircraft;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. Table of Contents, Articles and Exhibits:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement as of the date of this
Supplemental Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to differentiate Block A-1 from Block A Aircraft as a
result [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices as a result [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.]
1.4 Add a new Exhibit A-1, Aircraft Configuration, in its
entirety and attached hereto, which applies to the Block A-1
Aircraft and reflects [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
1.5 Add a revised page 1 to Exhibit D, Price Adjustment Due
to Econonic Fluctuations Airframe Price Adjustment, which
incorporates Block A-1 Aircraft (attached hereto). All remaining
pages to Exhibit D remain unchanged.
2. Letter Agreements:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.3 Add revised Letter Agreement 6-1162-WLJ-367R3,
Disclosure of Confidential Information, which incorporates
certain Letter Agreements into this Letter Agreement.
4. Payment of Advance Payment Credits.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The Agreement will be deemed to be supplemented to the
extent herein provided and as so supplemented will continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Monica Fix By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Page Rev. By
ARTICLE 1. Subject Matter of Sale . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss . 2-1 SA#7
ARTICLE 3. Price of Aircraft. . . . . . . . . 3-1 SA#7
ARTICLE 4. Taxes. . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payments . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable Delay. . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail
Specification. . . . . . . . . . . 7-1 SA#4
ARTICLE 8. Federal Aviation Requirements and
Certificates . . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection,
Flights and Test Data. . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease. . . . 10-1
ARTICLE 11. Termination for Certain Events . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance. . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts. . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests . 14-1
ARTICLE 15. Miscellaneous. . . . . . . . . . . 15-1
Schedule for Delivery of Model 757-224 Aircraft SA#6
EXHIBITS
EXHIBIT A Aircraft Configuration . . . . . . A-1 SA#2
EXHIBIT B Product Assurance Document . . . . B-1 SA#2
EXHIBIT C Customer Support Document. . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic. D-1 SA#4
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment Provisions
Document . . . . . . . . . . . . . E-1 SA#4
EXHIBIT F Defined Terms Document . . . . . . F-1 SA#2
LETTER AGREEMENTS
1783-1 Spare Parts Support. . . . . . . . SA#2
1783-2 Seller Purchased Equipment . . . . SA#2
1783-4 Waiver of Aircraft Demonstration . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-6 Configuration Matters. . . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-8 Spare Parts Provisioning . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-10 Option Aircraft. . . . . . . . . . SA#6
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6-1162-WLJ-367R3 Disclosure of Confidential SA#7
Info
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 July 15, 1994
Supplemental Agreement No. 4 March 31, 1995
Supplemental Agreement No. 5 November 30, 1995
Supplemental Agreement No. 6 June 13, 1996
Supplemental Agreement No. 7 July 23, 1996
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft,
in accordance with the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at
least 7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for
each Aircraft, Boeing shall deliver to Buyer a bill of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in
Exhibit A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 Engine Price is the price established by the
Engine manufacturer for the Engines installed on the Aircraft
including all accessories, equipment and parts set forth in
Exhibit D.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to
the Aircraft Basic Price (Base Airframe, Engine and Special
Features) as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to
pay for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price
published by Boeing for the same model of aircraft to be
delivered in the same general time period as the affected
Aircraft and is used to establish the Base Airframe Price when
the Base Airframe Price was not established at the time of
execution of this Agreement.
3.2 Aircraft Basic Price.
3.2.1 Block A Aircraft. The Aircraft Basic Price of
the Block A Aircraft, expressed in July 1992 dollars, is set
forth below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
Engine Price SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Block A Aircraft COMMISSION PURSUANT TO
Basic Price A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.2.2 Block A-1 Aircraft. The Aircraft Basic Price of
the Block A-1 Aircraft with delivery, expressed in July 1992
dollars, is set forth below:
Base Airframe Price: [CONFIDENTIAL MATERIAL
Special Features OMITTED AND FILED
Engine Price SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Block A-1 Aircraft COMMISSION PURSUANT TO
Basic Price A REQUEST FOR
CONFIDENTIAL TREATMENT.]
The special features value above for the Block A-1 Aircraft
incorporates the special features reprice activity noted in
Exhibit A-1 which includes Exhibit A, Change Orders, 1, 2 and 3
plus accepted Master Changes as of June 1, 1996.
3.3 Aircraft Price.
3.3.1 Block A Aircraft and Block A-1 Aircraft. The
Aircraft Price of the Block A Aircraft and Block A-1 Aircraft
will be established at the time of delivery of such Aircraft to
Buyer and will be the sum of:
3.3.1.1 the Block A Aircraft Basic Price, which
is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.], and the Block A-1 Aircraft which is
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]; plus
3.3.1.2 the Economic Price Adjustments for the
respective Aircraft Basic Price, as calculated pursuant to the
formulas set forth in Exhibit D (Price Adjustments Due to
Economic Fluctuations - Airframe and Engine - Block A and A-1
Aircraft) plus
3.3.1.3 other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance payment
purposes, the following estimated delivery prices of the Aircraft
have been established, using currently available forecasts of the
escalation factors used by Boeing as of the date of signing this
Agreement. The Advance Payment Base Price of each Aircraft is
set forth below:
Month and Year of Advance Payment Base
Scheduled Delivery Price per Aircraft
Block A Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.4.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft. No later than 25 months before the
scheduled month of delivery of the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Price pursuant to this Agreement and
(ii) the then-current forecasted escalation factors used by
Boeing. Boeing will provide the adjusted Advance Payment Base
Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A-1 to Purchase Agreement Number 1783
EXHIBIT A
AIRCRAFT CONFIGURATION
Dated July 23, 1996
relating to
BOEING MODEL 757-224 BLOCK A-1 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-
44010 dated April 16, 1990, (excluding the option features
defined within the Configuration Specification) as amended to
reflect the effect of the changes set forth in the Change
Requests listed below, including the effects of such changes on
Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OWE). Such Change Requests are set forth in Boeing Document D9-
24N104-3, Revision E, dated April 15, 1996. As soon as
practicable, Boeing will furnish to Buyer copies of the Detail
Specification, which copies will reflect the effect of such
changes. The Aircraft Basic Price reflects and includes all
effects of such changes of price, except such Aircraft Basic
Price does not include the price effects of Change Requests
changing Buyer Furnished Equipment to Seller Purchased Equipment.
This Exhibit A-1 includes the reprice activity for special
features in Exhibit A plus Change Orders No. 1, 2, and 3 plus
accepted Master Changes as of June 1, 1996 yet to be incorporated
into a Change Order.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
Exhibit D
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1992 Base Price)
(Relating to Block A and A-1 Aircraft)
1. Formula.
The Airframe Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
P = Aircraft Basic Price (as set forth in Article 3.2
of this Agreement) less the base price of Engines
(as defined in this Exhibit D) in the amount of
$12,854,400.
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months
of March, June, September and December, calculated as
follows: A three-month arithmetic average value
(expressed as a decimal and rounded to the nearest
tenth) will be determined using the months set forth in
the table below for the applicable Aircraft, with the
released Employment Cost Index value described above for
the month of March also being used for the months of
January and February; the value for June also used for
April and May; the value for September also used for
July and August; and the value for December also used
for October and November.
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further agree that each
party will treat this Letter Agreement and the information
contained herein as confidential and will not, without the other
party's prior written consent, disclose this Letter Agreement or
any information contained herein to any other person or entity
except as provided in Letter Agreement
6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
6-1162-WLJ-375R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-375R3 to
Purchase Agreement No. 1783 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R2 is hereby cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
11. Confidential Treatment. Boeing and Buyer understand that
certain commercial and financial information contained in this
Letter Agreement, including any attachments hereto, are
considered by both parties to be confidential. Boeing and Buyer
further agree that each party will treat this Letter Agreement
and the information contained herein as confidential and will
not, without the other party's prior written consent, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement 6-
1162-WLJ-367R1.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Continental Airlines, Inc.
Purchase Agreement 1783 - Model 757
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
6-1162-WLJ-367R3
July 23, 1996
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-WLJ-367R3 to
Purchase Agreement No. 1783 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model
757-224 aircraft (the Aircraft). Letter Agreement
6-1162-WLJ-367R2 is hereby cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-WLJ-359.
2. Letter Agreement No. 6-1162-WLJ-367R3.
3. Letter Agreement No. 6-1162-WLJ-369.
4. Letter Agreement No. 6-1162-WLJ-372.
5. Letter Agreement No. 6-1162-WLJ-375R3.
6. Letter Agreement No. 6-1162-WLJ-380.
7. Letter Agreement No. 6-1162-WLJ-384.
8. Letter Agreement No. 6-1162-WLJ-391R1.
9. Letter Agreement No. 6-1162-WLJ-393.
10. Letter Agreement No. 6-1162-WLJ-405.
11. Letter Agreement No. 6-1162-WLJ-409.
12. Letter Agreement No. 6-1162-WLJ-497R1.
13. Letter Agreement No. 6-1162-RGP-945.
14. Letter Agreement No. 6-1162-RGP-946R1.
15. Letter Agreement No. 6-1162-MMF-289
16. Letter Agreement No. 6-1162-MMF-319
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Monica Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President