Exhibit 10.13(g)
Supplemental Agreement No. 10
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
October 10,1997 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. 1783 dated as of March 18, 1993, as amended and supplemented,
relating to Boeing Model 757-224 aircraft (the Agreement); and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Whereas, Buyer and Boeing have mutually agreed to amend the
Agreement to incorporate the effects 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 and Articles:
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 No.
10.
2. Letter Agreements:
2.1 Remove and replace, in its entirety, Letter Agreement
1783-9, "Escalation Sharing" with Letter Agreement 1783-9R1,
"Escalation Sharing", to clarify the language which describes how
the escalation sharing will be calculated.
2.2 Remove and replace, in its entirety, Letter Agreement 6-
1162-MMF-289, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] with Letter Agreement 6-1162-MMF-289R1,
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] incorporate a change to the method used to
calculate Buyer's lease payment.
2.3 Remove and replace, in its entirety, Letter Agreement 6-
1162-WLJ-375R5, "Special Matters" with new Letter Agreement No. 6-
1162-GOC-132, "Special Matters" to incorporate the effect of a
revised business offer.
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/ Gunar O. Clem__________ By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Page Revised
By
ARTICLE 1. Subject Matter of Sale.............. 1-1 SA#9
ARTICLE 2. Delivery, Title and Risk of Loss.... 2-1 SA#9
ARTICLE 3. Price of Aircraft................... 3-1 SA#9
ARTICLE 4. Taxes............................... 4-1
ARTICLE 5. Payment............................. 5-1
ARTICLE 6. Excusable Delay..................... 6-1
ARTICLE 7. Changes to the Detail Specification. 7-1 SA#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#9
EXHIBITS
EXHIBIT A Aircraft Configuration ............. A-1 SA#8
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
Fluctuations - Airframe and Engines D-1 SA#8
TABLE OF CONTENTS (Continued)
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]
1783-10R2 Option Aircraft SA#9
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-WLJ-367R5 Disclosure of Confidential Info SA#9
6-1162-WLJ-369 Additional Considerations SA#2
6-1162-WLJ-372 Conditions Relating to SA#2
Purchase Agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-WLJ-391R1 Special Purchase Agreement Provisions SA#4
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS (Continued)
6-1162-WLJ-405 Certain Additional Contractual SA#2
Matters
[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 November 19, 1993
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
Supplemental Agreement No. 8 October 27, 1996
Supplemental Agreement No. 9 August 13, 1997
Supplemental Agreement No.10 October , 1997
October 10,1997
1783-9R1
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 1783-9R1 to
Purchase Agreement No. 1783 -
Escalation Sharing
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated as
of March 18, 1993, as previously amended and supplemented (the
Agreement), between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Buyer) relating to Model 757-224 aircraft (the
Aircraft). This Letter Agreement supersedes and replaces in its
entirety Letter Agreement 1783-9.
All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreement.
1. Commitment.
Boeing agrees to share one-half of the escalation up to a
maximum of 3 percent per year in each of the years 1997 and 1998,
as more fully described in paragraph 2 below, for any of Buyer's
Aircraft which are scheduled to deliver after December 31, 1996.
For the purpose of this Letter Agreement such aircraft are referred
to as "Eligible Aircraft."
All escalation calculations under this Letter Agreement will be
made in accordance with Exhibit D to the Agreement entitled "Price
Adjustment Due to Economic Fluctuations - Airframe Price
Adjustment" (hereinafter referred to as "Exhibit D"), [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
2. Escalation Credit Memo.
2.1 Calculation - Eligible Aircraft Delivering in 1997.
At the time of delivery of each Eligible Aircraft
delivering in 1997, Boeing will issue to Buyer a credit memorandum
(the 1997 Credit Memorandum) which shall be applied to the Purchase
Price of such Aircraft. The 1997 Credit Memorandum shall be
calculated as follows:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2.2 Calculation - Eligible Aircraft Delivering in 1998.
At the time of delivery of each Eligible Aircraft
delivering in 1998, Boeing will issue to Buyer a credit memorandum
(the 1998 Credit Memorandum) which shall be applied to the Purchase
Price of such Aircraft. The 1998 Credit Memorandum shall be
calculated as follows:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2.3 Eligible Aircraft Delivering after 1998.
For Eligible Aircraft delivering after the calendar
year 1998, the amount of the credit memorandum will be the amount
calculated pursuant to paragraph 2.2 above through December 1998.
This credit memorandum amount will be escalated from December 1998
to the month of delivery.
3. Advance Payment Base Price.
It is agreed that the Advance Payment Base Prices for the
Eligible Aircraft set forth in Article 3 of the Agreement includes
an estimate for the escalation sharing credit memorandum pursuant
to this Letter Agreement.
4. Escalating Credits (STE).
It is agreed that the credit memoranda specified in Letter
Agreement No. 6-1162-GOC-132, which escalate in accordance with
Exhibit D, will be calculated using the same factors used to
develop the adjusted airframe escalation pursuant to this Letter
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/ Gunar O. Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1997
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
6-1162-MMF-289R1
October 10, 1997
Continental Airlines, Inc.
Suite 1923
2929 Allen Parkway
Houston, TX 77019
Subject: Letter Agreement No. 6-1162-MMF-289R1 to
Purchase Agreement No. 1783 -
[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. 1783 (the
Agreement) between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Buyer) relating to Model 757 aircraft (the
Aircraft). This Letter Agreement supersedes and replaces in its
entirety Letter Agreement 6-1162-MMF-289 dated June 13, 1996.
All terms not defined herein 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-WLJ-367R2, 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
By: /s/ Gunar O. Clem
Its: Attorney-In-Fact
AGREED and ACCEPTED this 10th day of October, 1997.
CONTINENTAL AIRLINES, INC.
By: /s/ Brian Davis
Its: Vice President
Date: ____________________
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
[CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
October 10, 1997
6-1162-GOC-132
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-GOC-132 to Purchase
Agreement No. 1783 - Special Matters
Ladies and Gentlemen:
This Letter Agreement amends and supplements Purchase Agreement No.
1783 dated as of March 18, 1993 (the Purchase Agreement) between
The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer)
relating to Model 757-224 aircraft (the Aircraft). This Letter
Agreement supersedes and replaces in its entirety Letter Agreement
6-1162-WLJ-375R5, dated August 13, 1997.
All terms used herein and in the Purchase Agreement, and not
defined herein, will have the same meaning as in the Purchase
Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
7. Maintenance Specialist Support
Boeing shall provide, on a mutually agreeable schedule, one
(1) maintenance specialist (Specialist) for a period of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] to advise and instruct Continental
Micronesia personnel in the maintenance of 757 Aircraft. The
Specialist shall be qualified to provide advice and instruction on
757 electrical and avionics systems. The scope of duties of the
Specialist shall exclude flying on Buyer's Aircraft in any
technical capacity, performing maintenance work, and signing-off
maintenance log books or aircraft maintenance releases. The
Specialist shall be assigned to Guam to support the introduction of
the Model 757 into the Continental Micronesia fleet. The Specialist
shall be assigned to a normal work shift, but not exceed eight (8)
hours in any 24 hour period and five (5) days in any seven (7) day
period. Buyer shall reimburse Boeing for all airfares incurred in
the assignment or reassignment of the Specialist.
Buyer shall pay, or reimburse Boeing for all taxes, fees, duties,
licenses, permits and other similar requirements or expenses
incurred by Boeing or the Specialist, resulting from providing such
technical support in Guam.
The services to be provided hereunder are of the type contemplated
in paragraph 4, Part B of the Customer Support Document and such
provisions shall be applicable to Boeing's undertaking set forth
herein.
8. Confidential Treatment.
Boeing and Buyer understand that certain information
contained in this Letter Agreement, including any attachments
hereto, are considered by both parties to be confidential.
Notwithstanding the provisions of Letter Agreement 6-1162-WLJ-
367R4, Boeing and Buyer 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 may be
required by applicable law or governmental regulations.
Very truly yours,
THE BOEING COMPANY
By /s/ Gunar O. Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: October 10, 1997
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President