Exhibit 10.3
Supplemental Agreement No. 2
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 March 5, 1997,
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 737-500, 737-600, 737-700 and 737-800 aircraft (the
Agreement);
WHEREAS, Buyer has exercised a Model 737-700 for Model 737-800
substitution right; Boeing and Buyer have reached agreement on the
configuration for the Model 737-700 and Model 737-800 Aircraft; and
have agreed on [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]; and
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate the effect of 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:
Remove and replace, in its entirety, the "Table of Contents",
with the Table of Contents attached hereto, to reflect the changes
made by this Supplemental Agreement No. 2.
2. Articles:
Remove and replace, in its entirety, "Article 3. Price of
Aircraft", with "Article 3. Price of Aircraft" attached hereto, to
incorporate the new Special Features and Basic Price for the Model
737-724 and Model 737-824 Aircraft that result from incorporating
Exhibits A-1 and A-2 into the Agreement.
3. Table 1:
Remove and replace, in its entirety, "Table 1. Aircraft
Deliveries and Description", with "Table 1. Aircraft Deliveries and
Description" attached hereto, to reflect the substitution of eight
Model 737-724 Aircraft for eight previously selected Model 737-824
Aircraft, change BFE to SPE and incorporate the latest escalation
estimates into the calculation of the Advance Payment Base Prices.
4. Exhibits:
Remove and replace, in their entirety, Exhibits A-1 and A-2,
entitled "Aircraft Configuration", with Exhibits A-1 and A-2
attached hereto, to incorporate the special features selected by
Buyer for the Model 737-724 and Model 737-824 Aircraft.
5. Letter Agreements:
5.1 Remove and replace, in its entirety, Letter Agreement
1951-2R1, "Seller Purchased Equipment", with Letter Agreement 1951-
2R2, "Seller Purchased Equipment", to incorporate into the letter
agreement the estimated dollar value for the SPE for the Model 737-
500, 737-600 and 737-800.
5.2 Add Letter Agreement 6-1162-GOC-015, attached hereto,
to document the agreement with respect to Change Request
0221CG3017, Category IIIA landings.
5.3 Remove and replace, in its entirety, Letter Agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT], to incorporate into the letter agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] requested by Buyer.
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 written above.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: Gunar Clem By: Brian Davis
Its: Attorney-In-Fact Its: Vice President
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-1 Aircraft Configuration - Model 737-724 SA 2
A-2 Aircraft Configuration - Model 737-824 SA 2
A-3 Aircraft Configuration - Model 737-624 SA 1
A-4 Aircraft Configuration - Model 737-524 SA 1
B Product Assurance Document . . . . . . SA 1
C Customer Support Document - Code Two -
Major Model Differences. . . . . . . . . . . . . . . SA 1
C1 Customer Support Document - Code Three -
Minor Model Differences. . . . . . . . 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 . . . . . . . .
TABLE OF CONTENTS
SA
Number
LETTER AGREEMENTS
1951-1 Not Used . . . . . . . . . . . . . . .
1951-2R2 Seller Purchased Equipment . . . . . . SA 2
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
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1951-6 Configuration Matters. . . . . . . . .
1951-7R1 Spares Initial Provisioning. . . . . . SA 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1951-9 Option Aircraft-Model 737-624 Aircraft SA 1
1951-10 Configuration Matters [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURIITES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] - Model 737-624
Aircraft . . . . . . . . . . . . . . . SA 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES 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 WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-GOC-015 Category III A Landing Feature. . SA 2
SUPPLEMENTAL AGREEMENTS DATED AS OF:
Supplemental Agreement No. 1 . . . . . . . October 10,1996
Supplemental Agreement No. 2 . . . . . . . March 5, 1997
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
COMMISSION PURSUANT TO
Aircraft Basic Price 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.
Table 1 to
Purchase Agreement 1951
Airraft Deliveries and Descriptions
Model 737-500 Aircraft
CFM56-3C1 Engines
Detail Specification No. D6-38606-11 dated March 1, 1996
Exhibit A-4
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
AIRCRAFT CONFIGURATION
Dated March 5, 1997
relating to
BOEING MODEL 737-724 AIRCRAFT
Exhibit A-1
The Detail Specification is Customer Detail Specification
D6-38808-42 dated as of January 6, 1997. 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 and
Master Changes listed below, including the effects of such
changes on Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). Such Change Requests and Master Changes are set
forth in Boeing Document D6-39049. As soon as practicable,
Boeing will furnish to Buyer copies of the Detail Specification,
which copies will reflect the effect of such changes. The
Aircraft Basic Price will reflect and include all effects of such
changes of price, except such Aircraft Basic Price will not
include the price effects of Change Requests changing Buyer
Furnished Equipment to Seller Purchased Equipment.
[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT.]
0110CG3021
MODEL 737-700 AIRPLANE
0221CG3017
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA
0225CH3026
EXTENDED TWIN-ENGINE OPERATIONS (ETOPS) -
NEW GENERATION 737 AIRPLANES
0252CG3037
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS
0253CH3097
CHANGE BUYER FURNISHED EQUIPMENT (BFE) TO
SELLER PURCHASED EQUIPMENT (SPE) -
PASSENGER SEATS AND GALLEYS
2130CG3039
600 FPM CABIN PRESSURE ASCENT RATE
2130CG3040
350 FPM CABIN PRESSURE DESCENT RATE
2160CG3017
CABIN TEMPERATURE INDICATOR - DEGREES
CELSIUS
2210CG3197
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE
2210CG3209
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
AUTOPILOT ENGAGE MODE CONTROL PANEL
2210CG3235
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT
2210CG3237
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
WINGS LEVEL
2310CH3027
RADIO TUNING PANELS (RTP) - INSTALLATION -
BFE GABLES P/N G7404-04
2311CH3444
HF COMMUNICATIONS - PARTIAL PROVISIONS FOR
DUAL ARINC 753 DATALINK CAPABILITIES
2311CH3445
HF COMMUNICATIONS - DUAL ALLIEDSIGNAL ARINC
719/753 HF DATA RADIOS (HF DATALINK
DEACTIVATED)
2312CH3403
TRIPLE VHF COMMUNICATIONS (064-50000-0101)
WITH 8.33KHZ FREQUENCY SPACING CAPABILITY
(DEACTIVATED) - INSTALLATION - BFE
ALLIEDSIGNAL
2321CG3528
SELCAL DECODER - INSTALLATION -
BFE-MOTOROLA
2321CG3529
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE
2321MP3558
SELCAL DECODER - INSTALLATION - BFE-
COLTECH IN LIEU OF BFE - MOTOROLA
2322CH3411
COMMUNICATIONS MANAGEMENT UNIT (CMU) -
PARTIAL PROVISIONS FOR DUAL - ARINC 758
2331CH3179
PA HANDSET INSTALLATION IN FLIGHT DECK
AISLE STAND
2332CH3446
VIDEO ENTERTAINMENT SYSTEM "VIDEO ON" LIGHT
- INSTALLATION - FLIGHT COMPARTMENT
2332MP3550
VIDEO ENTERTAINMENT SYSTEM "VIDEO ON" LIGHT
- DELETE INSTALLATION - FLIGHT COMPARTMENT
2350CH3153
FLIGHT COMPARTMENT AUDIO MUTING REVISION -
ONE SIDE MUTING
2350CG3158 NC
CONTROL WHEEL INTERPHONE SWITCH - REVISION
- SPRING LOADED TO OFF
2350CH3163
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS
2350CG3184
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/2HF (P/N 10-62090-64)
2350CH3206
AUDIO SELECTOR PANEL RELOCATION FROM AFT
ELECTRONICS PANEL TO THE CAPTAIN'S AND
FIRST OFFICER'S SIDEWALL PANEL
2350CH3207
INTERPHONE - BFE MICROPHONES, BOOM
MIC/HEADSETS, AND HEADPHONES - REVISION
2370CH3183
SOLID STATE VOICE RECORDER WITH TWO HOUR
RECORDING CAPABILITY - INSTALLATION - BFE
ALLIEDSIGNAL
2370MP3203
SOLID STATE VOICE RECORDER - INSTALLATION -
LORAL FAIRCHILD IN LIEU OF BFE ALLIED SIGNAL
2433CH3150
STANDBY POWER - CAPACITY INCREASE AND LOADS
ADDITION - INCLUDING FMS - 30-MINUTE CAPABILITY
2450CH3159
PASSENGER CABIN - PARTIAL WIRING PROVISIONS
- 115VAC, 60HZ
2450MP3166
PASSENGER CABIN - DELETE PARTIAL WIRING
PROVISIONS - 115VAC, 60HZ
2520CH3816
BFE BULKHEAD DECORATIVE MURALS - TAPIS
"ULTRA LEATHER HP"
2520CH3818
INTERIOR ARRANGEMENT - 12 FIRST CLASS, 112
TOURIST CLASS
2524CH3511
FULL HEIGHT SPE CLOSET - FORWARD LEFT HAND
2528CH3212
LOCKABLE OVERHEAD STOWAGE COMPARTMENT USING
FLIGHT COMPARTMENT DOOR KEY - ADDITION
2530CH3625
GALLEY WORK DECK - COMPOSITE MATERIAL
2530CH3635
FORWARD GALLEY G1 INSTALLATION - AFT
FOOTPRINT STA 293.00
2530CH3636
FORWARD GALLEY G2 INSTALLATION - AFT
FOOTPRINT STA 366.00
2541CH3043
LIQUID SOAP DISPENSER - LAVATORY
2541CH3047
INSTALLATION OF AMENITIES TRAY IN LAVATORY
MODULE
2550CG3208
CARGO COMPARTMENT NETS WITH NYLON TYPE WEB
SUPPORTS FOR 737-700
2550CG3217
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS
- ALL ALUMINUM FOR 737-700
2550CG3224
FWD AND AFT CARGO COMPARTMENT LINING -
HEAVIER GAGE FIBERGLASS FOR 737-700
2564CH3095
RETRACTABLE EMERGENCY EQUIPMENT PANEL
2611CG3020
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - WHITTAKER SAFETY SYSTEMS
2626CG3024
FIRE EXTINGUISHER - INSTALLATION
2841CG3095
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
2844CG3040
MEASURING STICK CONVERSION TABLES - POUNDS
2910CG3093
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX
2910CG3097
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX
3131CG3673
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
3131CG3779
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) (P/N 2233000-85) WITH ACMS INTERFACES
AND INTERNAL OPTICAL DISKETTE DRIVE -
3131MP3734
OPTICAL QUICK ACCESS RECORDER INSTALLATION
EXISTING PARTIAL PROVISIONS - BFE PENNY AND GILES
3131MP3797
PARTIAL PROVISIONS FOR ARINC 591 QUICK
ACCESS RECORDER
3131CG3808
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL - 256 WPS
3131MP3847
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE LOCKHEED MARTIN - 256 WP
IN LIEU OF ALLIED SIGNAL
3131MP3856
ACCELEROMETER - INSTALLATION - BFE PATRIOT
AND CONTROLS CORPORATION IN LIEU OF BFE
ALLIED SIGNAL
3135CH3068
MILTOPE ARINC 744 MULTIPORT PRINTER - FULL
FORMAT - INSTALLATION - BFE
3162CG3013
EFIS/MAP DISPLAY FORMAT
3162CG3015
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT AXIS
3162CG3019
RADIO ALTITUDE DISPLAY - ROUND DIAL
3162CG3021
RADIO ALTITUDE - BELOW ADI
3162CG3022
RISING RUNWAY DISPLAY
3162CG3026
ATTITUDE COMPARATOR - STEADY
3162CG3028
SINGLE CHANNEL AUTOPILOT ANNUNCIATION (1 CH)
3162CG3029
LOCALIZER BACKCOURSE POLARITY - REVERSAL
3162CG3032
MAP MODE ORIENTATION - TRACK UP
3162CG3036
AUTOTUNED NAVAIDS - DISPLAYED
3162CG3038
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
3162CG3040
ADF POINTER(S) IN MAP MODE - FULL TIME
DISPLAY
3162CG3042
POSITION DIFFERENCE - AUTOMATIC DISPLAY
3162CG3044
WEATHER RADAR RANGE INDICATORS - RANGE ARCS
3162CG3052
TCAS RESOLUTION ADVISORY ON ADI
3162CG3056
ANALOG FAILURE FLAGS - NOT DISPLAYED
3162CG3104
ENGINE INSTRUMENTS DISPLAY - SIDE BY SIDE
PRESENTATION ON UPPER DISPLAY UNIT
3162CH3135
ADDITIONAL TAKEOFF BUG - NOT DISPLAYED
3240CG3235
NOSE AND MAIN LANDING GEAR STANDARD
CAPACITY BRAKES AND HIGH GROSS WEIGHT
WHEELS - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-600, -700
3244CG3007
PARKING BRAKE WARNING LIGHT INSTALLATION ON
EXTERNAL POWER CONNECTOR PANEL
3245CG3031
MAIN LANDING GEAR TIRES - INSTALLATION - SFE
- H44.5"X16.5"-21" -28 PLY FOR 737-600, 737-700
3310CH3020
KEEP OUT OF FLIGHT COMPARTMENT WARNING
LIGHT INSTALLATION
3320MP3039
INTERIOR LIGHTING - REVISION - COOL-WHITE
FLOURESCENT LAMPS IN LIEU OF WARM WHITE LAMPS
3342CG3024
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT
3343MP3044
EXTERNAL POSITION LIGHT SWITCH INSTALLATION
- FLIGHT DECK SWITCH CONVENTION
3351CH3030
FLOOR PROXIMITY EMERGENCY ESCAPE PATH
MARKING SYSTEM, SEAT MOUNTED - INSTALLATION
- BRUCE INDUSTRIES - SEATS AND GALLEYS ONLY
3412CG3078
AIR DATA COMPUTING - DUAL TAT PROBE
3430MP3054
MULTI-MODE RECEIVER (MMR) - PARTIAL
PROVISIONS FOR GLOBAL POSITIONING SYSTEM
INSTALLATION IN MMR
3430MP3060
MULTI-MODE RECEIVER (MMR) - INSTALLATION OF
ILS/GPS - BFE ROCKWELL INTERNATIONAL CORP
3433MP3070
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE THOMSON -CSF
3443CH3165
ARINC 708 WEATHER RADAR SYSTEM - INSTALLATION
- BFE ROCKWELL INTERNATIONAL CORP (WITH DEACTIVATED
PREDICTIVE WINDSHEAR FEATURE)
3443CH3189
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM
3443MP3219
ARINC 708A WEATHER RADAR SYSTEM - INSTALLATION
BFE ALLIED SIGNALINC IN LIEU OF ROCKWELL (WITH
DEACTIVATED PREDICTIVE WINDSHEAR FEATURE R/T RDR-4B
3445CG3165
TCAS II - INSTALLATION - BFE HONEYWELL
INC/GABLES ENGINEERING INC
3446CH3127
GPWS RADIO ALTITUDE VOICE CALLOUTS - (100,
50, 30, 20, 10)
3446CH3128
GPWS FLAPS WARNING INHIBIT ONLY IN LIEU OF
SEPARATE SWITCHES FOR FLAPS INHIBIT AND
LANDING GEAR INHIBIT
3446MP3172
GPWS VOICE CALLOUT REVISION - "HALF" VOLUME
IN LIEU OF "FULL" VOLUME
3450MP3006
NAVIGATION SYSTEM - REVISION - ADF REMOVAL
3451CG3005
VOR/MARKER BEACON - INSTALLATION - BFE
ALLIEDSIGNAL INC
3455CG3119
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
3457CG3106
AUTOMATIC DIRECTION FINDER (ADF) - INSTALLATION
- BFE ROCKWELL INTERNATIONAL CORP
3457CG3135
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC
3461CG3403
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3424
FMC FLIGHT NUMBER ENTRY
3461CG3429
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION (IN FEET)
3461CG3432
THRUST REDUCTION ALTITUDE - TAKEOFF PROFILE
3461CG3433
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
3461CG3465
MULTIPURPOSE CDU WITH FMC, ACARS, AND
FLIGHT DATA ACQUISITION UNIT INTERFACE
3461CG3496
FMC -INSTALLATION OF A SECOND 4 MCU, UPDATE
10 FMC WITH 256K NAVIGATION DATA BASE INTO
EXISTING PARTIAL PROVISIONS
3461CG3498
FMC - ACTIVATION - 1 MEG NAVIGATION DATA BASE
3461CG3521
PORTABLE DATA LOADER CONNECTOR PANEL -
INSTALLATION
3461CH3562
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO
3461CH3565
FMC - ACTIVATION - ACARS ARINC 724B
INTERFACE
3500CG3018
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
3510CG3098
CREW OXYGEN CYLINDER - 114 CUBIC FEET
3510CG3102
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
3920CH3111
AUXILIARY E/E EQUIPMENT (E8) RACK
INSTALLATION
5200CG3021
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE
5320CG3026
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
5352CH3008
RADOME REVISION - INSTALL BFE NORTON QUARTZ
RADOME IN LIEU OF STANDARD SFE RADOME VIA
SUPPLIER STC
7200CG3255
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 24,000 LBS. FOR
737-700, -800
7200CG3281
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES
7731CG3038
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE
7900CG3028
LUBRICATING OIL - MOBIL JET II
TOTAL
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
AIRCRAFT CONFIGURATION
Dated March 5, 1997
relating to
BOEING MODEL 737-824 AIRCRAFT
Exhibit A-2
The Detail Specification is Boeing Detail Specification
D6-38808-43 dated January 6, 1997. Such Detail Specification
will be comprised of Boeing Configuration Specification D6-38808
Revision F dated March 8, 1996 as amended to incorporate the
applicable specification language to reflect the effect of the
changes set forth in the Change Requests listed below, including
the effects of such changes on Manufacturer's Empty Weight (MEW)
and Operating Empty Weight (OEW). Such Change Requests are set
forth in Boeing Document D6-39050. As soon as practicable,
Boeing will furnish to Buyer copies of the Detail Specification,
which copies will reflect the effect of such changes. The
Aircraft Basic Price will reflect and include all effects of such
changes on price, except such Aircraft Basic Price will not
include the price effect of changing Buyer Furnished Equipment to
Seller Purchased Equipment.
[CONFIDENTIAL
MATERIAL
OMITTED AND
FILED
SEPARATELY WITH
THE SECURITIES
AND EXCHANGE
COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT.]
0110CG3022
MODEL 737-800 AIRPLANE
0221CG3017
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA
0225CH3026
EXTENDED TWIN-ENGINE OPERATIONS (ETOPS) -
NEW GENERATION 737 AIRPLANES
0252CG3030
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
0252CG3037
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS
0253CH3097
CHANGE BUYER FURNISHED EQUIPMENT (BFE) TO
SELLER PURCHASED EQUIPMENT (SPE) -
PASSENGER SEATS AND GALLEYS
2130CG3039
600 FPM CABIN PRESSURE ASCENT RATE
2130CG3040
350 FPM CABIN PRESSURE DESCENT RATE
2160CG3017
CABIN TEMPERATURE INDICATOR - DEGREES
CELSIUS
2210CG3197
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE
2210CG3209
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
AUTOPILOT ENGAGE MODE CONTROL PANEL
2210CG3235
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT
2210CG3237
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
WINGS LEVEL
2310CH3027
RADIO TUNING PANELS (RTP) - INSTALLATION -
BFE GABLES P/N G7404-04
2311CH3444
HF COMMUNICATIONS - PARTIAL PROVISIONS FOR
DUAL ARINC 753 DATALINK CAPABILITIES
2311CH3446
HF COMMUNICATIONS - DUAL ROCKWELL ARINC
719/753 SYSTEM WITH HFS-900D DATA RADIOS
(HF DATALINK DEACTIVATED)
2312CH3400
TRIPLE VHF COMMUNICATIONS (822-1047-002)
WITH 8.33KHZ FREQUENCY SPACING CAPABILITY
(DEACTIVATED) - INSTALLATION - BFE ROCKWELL
2321CG3527
SELCAL DECODER - INSTALLATION -
BFE COLTECH INC
2321CG3529
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE
2322CH3411
COMMUNICATIONS MANAGEMENT UNIT (CMU) -
PARTIAL PROVISIONS FOR DUAL - ARINC 758
2331CH3179
PA HANDSET INSTALLATION IN FLIGHT DECK
AISLESTAND
2350CH3153
FLIGHT COMPARTMENT AUDIO MUTING REVISION -
ONE SIDE MUTING
2350CG3158
CONTROL WHEEL INTERPHONE SWITCH - REVISION
- SPRING LOADED TO OFF
2350CH3163
DIGITAL AUDIO REMOTE ELECTRONICS UNIT
REVISION TO DELETE HEADSET AURAL ALERTS
2350CG3184
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/2HF (P/N 10-62090-64)
2350CH3206
AUDIO SELECTOR PANEL RELOCATION FROM AFT
ELECTRONICS PANEL TO THE CAPTAIN'S AND
FIRST OFFICER'S SIDEWALL PANEL
2350CH3207
INTERPHONE - BFE MICROPHONES, BOOM
MIC/HEADSETS, AND HEADPHONES - REVISION
2370CH3180
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE LORAL FAIRCHILD
2433CH3150
STANDBY POWER - CAPACITY INCREASE AND LOADS
ADDITION - INCLUDING FMS - 30-MINUTE
CAPABILITY
2520CH3816
BFE BULKHEAD DECORATIVE MURALS - TAPIS
"ULTRA LEATHER HP"
2520CH3825
ALTERNATE INTERIOR ARRANGEMENT - 8 FIRST
CLASS, 153 TOURIST CLASS
2520CH3949
INTERIOR ARRANGEMENT - 14 FIRST CLASS, 141
TOURIST CLASS
2524CH3512
UNDERBIN SPE CLOSET - FORWARD LEFT HAND
2528CH3212
LOCKABLE OVERHEAD STOWAGE COMPARTMENT USING
FLIGHT COMPARTMENT DOOR KEY - ADDITION
2530CH3635
FORWARD GALLEY G1 INSTALLATION - AFT
FOOTPRINT STA 293.00
2530CH3636
FORWARD GALLEY G2 INSTALLATION - AFT
FOOTPRINT STA 366.00
2530CH3639
FORWARD GALLEY G7 INSTALLATION - AFT
FOOTPRINT STA 379.00
2541CH3043
LIQUID SOAP DISPENSER - LAVATORY
2541CH3047
INSTALLATION OF AMENITIES TRAY IN LAVATORY
MODULE
2550CG3210
CARGO COMPARTMENT NETS WITH NYLON TYPE WEB
SUPPORTS FOR 737-800
2550CG3220
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS
- ALL ALUMINUM FOR 737-800
2550CG3226
FWD AND AFT CARGO COMPARTMENT LINING -
HEAVIER GAGE FIBERGLASS FOR 737-800
2564CH3095
RETRACTABLE EMERGENCY EQUIPMENT PANEL
2611CG3020
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - WHITTAKER SAFETY SYSTEMS
2626CG3024
FIRE EXTINGUISHER - INSTALLATION
2841CG3095
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
2844CG3040
MEASURING STICK CONVERSION TABLES - POUNDS
2910CG3093
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX
2910CG3097
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX
3131CH3734
OPTICAL QUICK ACCESS RECORDER INSTALLATION
INTO EXISTING PARTIAL PROVISIONS - BFE
PENNY AND GILES
3131CG3765
ACCELEROMETER - INSTALLATION - BFE PATRIOT
SENSORS AND CONTROLS CORPORATION
3131CG3777
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) (P/N 2233000-82) WITH ACMS
INTERFACES - INSTALLATION - BFE-TELEDYNE
CONTROLS
3131CH3797
PARTIAL PROVISIONS FOR ARINC 591 QUICK
ACCESS RECORDER
3135CH3068
$6,800
MILTOPE ARINC 744 MULTIPORT PRINTER - FULL
FORMAT - INSTALLATION - BFE
3162CG3013
EFIS/MAP DISPLAY FORMAT
3162CG3015
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT
AXIS
3162CG3019
RADIO ALTITUDE DISPLAY - ROUND DIAL
3162CG3021
RADIO ALTITUDE - BELOW ADI
3162CG3022
RISING RUNWAY DISPLAY
3162CG3026
ATTITUDE COMPARATOR - STEADY
3162CG3028
SINGLE CHANNEL AUTOPILOT ANNUNCIATION (1
CH)
3162CG3029
LOCALIZER BACKCOURSE POLARITY - REVERSAL
3162CG3032
MAP MODE ORIENTATION - TRACK UP
3162CG3036
AUTOTUNED NAVAIDS - DISPLAYED
3162CG3038
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
3162CG3040
ADF POINTER(S) IN MAP MODE - FULL TIME
DISPLAY
3162CG3042
POSITION DIFFERENCE - AUTOMATIC DISPLAY
3162CG3044
WEATHER RADAR RANGE INDICATORS - RANGE ARCS
3162CG3052
TCAS RESOLUTION ADVISORY ON ADI
3162CG3056
ANALOG FAILURE FLAGS - NOT DISPLAYED
3162CG3104
ENGINE INSTRUMENTS DISPLAY - SIDE BY SIDE
PRESENTATION ON UPPER DISPLAY UNIT
3162CH3135
ADDITIONAL TAKEOFF BUG - NOT DISPLAYED
3240CG3228
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-800
3244CG3007
PARKING BRAKE WARNING LIGHT INSTALLATION ON
EXTERNAL POWER CONNECTOR PANEL
3245CG3040
BIAS NOSE LANDING GEAR TIRES - 27X7.75-15 -
INSTALLATION - SFE
3310CH3020
KEEP OUT OF FLIGHT COMPARTMENT WARNING
LIGHT INSTALLATION
3342CG3024
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT
3343CH3043
EXTERNAL POSITION LIGHT SWITCH INSTALLATION
- FLIGHT DECK SWITCH CONVENTION
3351CH3030
FLOOR PROXIMITY EMERGENCY ESCAPE PATH
MARKING SYSTEM, SEAT MOUNTED - INSTALLATION
- BRUCE INDUSTRIES - SEATS AND GALLEYS ONLY
3412CG3078
AIR DATA COMPUTING - DUAL TAT PROBE
3430CG3054
MULTI-MODE RECEIVER (MMR) - PARTIAL
PROVISIONS FOR GLOBAL POSITIONING SYSTEM
INSTALLATION IN MMR
3430CG3060
MULTI-MODE RECEIVER (MMR) - INSTALLATION OF
ILS/GPS - BFE ROCKWELL INTERNATIONAL CORP
3433CG3056
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE THOMSON -CSF
3443CH3154
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ALLIEDSIGNAL INC (WITH
DEACTIVATED PREDICTIVE WINDSHEAR FEATURE
R/T RDR-4B)
3443CH3189
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM
3445CG3167
TCAS II - INSTALLATION - BFE ALLIEDSIGNAL
INC
3446CH3127
GPWS RADIO ALTITUDE VOICE CALLOUTS - (100,
50, 30, 20, 10)
3446CH3128
GPWS FLAPS WARNING INHIBIT ONLY IN LIEU OF
SEPARATE SWITCHES FOR FLAPS INHIBIT AND
LANDING GEAR INHIBIT
3446CH3129
GPWS VOICE CALLOUT REVISION - "HALF" VOLUME
IN LIEU OF "FULL" VOLUME
3451CG3006
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
3455CG3119
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
3457CH3152
NAVIGATION SYSTEM - ADF REMOVAL
3461CG3403
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3424
FMC FLIGHT NUMBER ENTRY
3461CG3425
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
3461CG3429
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION (IN FEET)
3461CG3432
THRUST REDUCTION ALTITUDE - TAKEOFF PROFILE
3461CG3433
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
3461CG3465
MULTIPURPOSE CDU WITH FMC, ACARS, AND
FLIGHT DATA ACQUISITION UNIT INTERFACE
3461CG3496
FMC -INSTALLATION OF A SECOND 4 MCU, UPDATE
10 FMC WITH 256K NAVIGATION DATA BASE INTO
EXISTING PARTIAL PROVISIONS
3461CG3498
FMC - ACTIVATION - 1 MEG NAVIGATION DATA
BASE
3461CG3521
PORTABLE DATA LOADER CONNECTOR PANEL -
INSTALLATION
3461CH3562
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO
3461CH3565
FMC - ACTIVATION - ACARS ARINC 724B
INTERFACE
3500CG3018
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
3510CG3098
CREW OXYGEN CYLINDER - 114 CUBIC FEET
3510CG3102
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
3920CH3111
AUXILIARY E/E EQUIPMENT (E8) RACK
INSTALLATION
5200CG3021
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE
5320CG3027
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-800
7200CG3246
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 26,400 LBS. FOR
737-800
7200CG3281
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES
7731CG3038
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE
7900CG3028
LUBRICATING OIL - MOBIL JET II
TOTAL AMOUNT FOR SPECIAL FEATURES
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1951-2R2
March 5,1997
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1951-2R2 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 1951-2R1 dated October
10, 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, expressed in 1995
U.S. dollars, is listed below.
Model Estimated Price
for SPE (1995$)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURIITES 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 selection 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 Gunar Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: March 5, 1997.
CONTINENTAL AIRLINES, INC.
By Brian Davis
Its Vice President
6-1162-GOC-015
March 5, 1997
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-GOC-015 to
Purchase Agreement No. 1951 -
Category III A Landing Feature
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).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
Special Consideration for Cat III A Landing Feature
In the event that Buyer elects to have the Category III A
landing capability (Change Request 0221CG3017) installed on an
Aircraft at time of delivery, [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURIITES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
In the event that Buyer elects to install the Category III
A landing feature as a post delivery modification, [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURIITES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
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.
Very truly yours,
THE BOEING COMPANY
By Gunar Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 5, 1997
CONTINENTAL AIRLINES, INC.
By Brian Davis
Its Vice President
6-1162-MMF-379R1
March 5, 1997
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-379R1 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURIITES 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). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-379 dated
October 10, 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
SECURIITES 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 Gunar Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: March 5, 1997
CONTINENTAL AIRLINES, INC.
By Brian Davis
Its Vice President
Attachment
Attachment A to Letter Agreement
No. 6-1162-MMF-379R1
CFM56-7B18 Engines
Page 1
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURIITES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]