Exhibit 10.14(c)
Supplemental Agreement No. 3
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 July 17,
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 elected to install CFM56-3-B1 engines
rated at 20,000 pounds thrust on the Model 737-500 aircraft and
Boeing has revised the prices for the Special Features installed
on the Model 737-500; 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. 3.
2. Articles:
Remove and replace, in its entirety, "Article 3. Price of
Aircraft", with "3. Price of Aircraft" attached hereto, to
incorporate into the Agreement the price for the 20,000 pound
thrust CFM56-3-B1 engines and the revised Special Features prices
for the Model 737-524.
3. Table 1:
Remove and replace, in its entirety, the first page of
"Table 1. Aircraft Deliveries and Description" that relates to
Model 737-524 aircraft, with the revised first page to "Table 1.
Aircraft Deliveries and Description" attached hereto, to reflect
the change in price that results from the change in engine thrust
and the revision of the Special Features prices and to
incorporate the latest escalation estimates into the calculation
of the Advance Payment Base Prices.
4. Exhibits:
Remove and replace, in its entirety, Exhibit A-4, entitled
"Aircraft Configuration", with Exhibit A-4 attached hereto, to
incorporate the 20,000 pound thrust CFM56-3-B1 engine and the
revised Special Features prices into the Purchase Agreement.
5. Letter Agreements:
Remove and replace, in its entirety, 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] with Letter Agreement 6-1162-MMF-
378R1, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] the effect of installing 20,000 pound
thrust CFM56-3-B1 engines on the aircraft.
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: /s/ Gunar O. Clem By: /s/ 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 3
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
TABLE OF CONTENTS
SA
Number
TABLES
1. Aircraft Deliveries and
Descriptions - 737-500. . . . . . . . . . T-1 SA 3
Aircraft Deliveries and
Descriptions - 737-700. . . . . . . . . . T-2 SA 2
Aircraft Deliveries and
Descriptions - 737-800. . . . . . . . . . T-3 SA 4
Aircraft Deliveries and
Descriptions - 737-600. . . . . . . . . . T-4 SA 4
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 3
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
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
1951-6 Configuration Matters. . . . . .
1951-7R1 Spares Initial Provisioning. . . SA 1
1951-8R1 Escalation Sharing - New Generation
Aircraft . . . . . . . . . . . . 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 Escalation Sharing-Current Generation
Aircraft . . . . . . . . . . . . SA 1
TABLE OF CONTENTS
SA
Number
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-308R2 Disclosure of Confidential . SA 4
Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-MMF-310R2 Certain Contractual Matters. SA 4
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-MMF-312R1 Special Purchase Agreement
Provisions. . . . . . . . . SA 1
6-1162-MMF-319 Special Provisions Relating to
the Rescheduled Aircraft. .
[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 October 10,1996
Supplemental Agreement No. 2 March 5, 1997
Supplemental Agreement No. 3 July 17, 1997
Supplemental
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 Airframe 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 Airframe 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 Airframe 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.
AIRCRAFT CONFIGURATION
Dated July 17, 1997
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, except such Aircraft Basic
Price will not include the price effects of Change Requests
changing Buyer Furnished Equipment to Seller Purchased Equipment.
0253CG3001 [CONFIDENTIAL
CHANGE BUYER FURNISHED EQUIPMENT (BFE) TO MATERIAL
SELLER PURCHASED EQUIPMENT (SPE) OMITTED AND
FILED
1110MP3262 SEPARATELY
EXTERIOR DECORATIVE FINISH DESOTO H.S. IN WITH THE
LIEU OF CROWN METRO SECURITIES
AND EXCHANGE
1110MP3278 COMMISSION
EXTERIOR MARKINGS - LOGO REVISION PURSUANT TO A
REQUEST FOR
1110MP3398 CONFIDENTIAL
EXTERIOR DECORATIVE FINISH - REVISION TREATMENT]
1120MP3040
SPE CATERING STRIPE - WHITE DEFLECTOR TAPE
- EXTERIOR MARKING REVISION
2210CG3022
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE
2210CG3120
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
PADDLE AUTOPILOT ENGAGE MODE CONTROL PANEL
2311MP3241
HF - COMPLETE PROVISIONS
2312CG3038
THIRD VHF COMMUNICATIONS - INSTALLATION -
BFE COLLINS
2312CG3093
DUAL VHF COMMUNICATIONS - INSTALLATION -
BFE ROCKWELL INTERNATIONAL CORP
2312MP3491
TRIPLE VHF COMMUNICATIONS - INSTALLATION -
BFE ROCKWELL INTERNATIONAL CORP - VHF-900
DATA RADIOS IN LIEU OF VHF-700 RADIOS
2322CH3064
AIRCRAFT COMMUNICATIONS ADDRESSING AND
REPORTING SYSTEM (ACARS) - ARINC 724 -
TELEDYNE - FULL CERTIFICATION
2322CH3180
ACARS PRINTER - REPLACEMENT - BFE MILTOPE
P/N 700750-111 IN LIEU OF BFE TP-4185
2322CH3181
ACARS MANAGEMENT UNIT (MU) - ADDITIONAL
PARAMETERS
2322MP3189
AIRCRAFT COMMUNICATION ADDRESSING AND
REPORTING (ACARS) - BFE DATA LOADABLE ARINC
724 - TELEDYNE-FULL CERT W/ 3RD VHF
FULL-FORMAT
2322MP3190
PROVIDE PARTIAL PROVISIONS FOR 724 ACARS IN
LIEU OF COMPLETE INSTALLATION OF BFE UNITS
2322MP3201
ACARS - BFE MILTOPE PRINTER - INSTALLATION
2322MP3310
VOICE CAPABILITY VIA ACARS
2322MP3322
ACARS SOFTWARE REVISION - 820A IN LIEU OF - 820
2331MP3151
PASSENGER ADDRESS - PART NUMBER CHANGE FOR
COLOR, SPE
2334MP3209
AUDIO ENTERTAINMENT - PARTIAL PROVISIONS
2350CH3023
FLIGHT COMPARTMENT AUDIO MUTING REVISION -
ONE SIDE MUTING
2350CH3119
DIGITAL AUDIO CONTROL SYSTEM - HEADSET
AURAL ALERTS - DELETION
2350CH3120
INTERPHONE - BFE MICROPHONES, BOOM
MIC/HEADSETS, AND HEADPHONES - REVISION
2370MP3146
SOLID STATE VOICE RECORDER SYSTEM - SPE
LORAL FAIRCHILD
2410CG3009
CONSTANT SPEED DRIVE (CSD) AND GENERATOR -
INSTALLATION - SUNDSTRAND
2500CH3396
FLIGHT COMPARTMENT DOOR - USE OF
CONTINENTAL UNIQUE KEY
2510MP3061
INTERCHANGE OXYGEN AND AUDIO CONTROL PANELS
- FLIGHT DECK
2511CG3025
SECOND OBSERVER'S STATION
2520CH3483
INTERIOR COLORS/MATERIAL - REVISION
2520CH3484
INTERIOR ARRANGEMENT - 10 FIRST CLASS, 94
TOURIST CLASS
2520MP3511
DRAPERY P/N CHANGE (SFE)
2520MP3512
PASSENGER COMPARTMENT - FOOTWELL LINING FOR
SPE CLOSET AND SPE WINDSCREEN - REVISION
2524CH3314
PASSENGER COMPARTMENT - WINDSCREEN/STOWAGE
UNIT INSTALLATION - BFE WITH SIX INCH
FOOTWELL AND PROVISIONS FOR WHEELCHAIR
STOWAGE
2524CH3315
PASSENGER COMPARTMENT - BFE 22 INCH DEEP
CLOSET, UNDERBIN AND SEAT TRACK MOUNTED,
WITH 6 INCH FOOTWELL, AFT OF GALLEY G2 -
2524MP3367
CLASS DIVIDER - DELETION OF SEAT TRACK
MOUNTED JOGGLED CLASS DIVIDER
2524MP3417
CLASS DIVIDER - SPE DRIESSEN - INSTALLATION
2525MP3120
INTERIOR ARRANGEMENT REVISION
2525MP3194
SPE KOITO PASSENGER SEATS IN LIEU OF SPE BE
AEROSPACE PASSENGER SEATS - INSTALLATION
2527MP3098
CHANGE IN CARPET/ENTRY MAT
2527MP3100
CARPET REVISION - BFE IN LIEU OF SFE
2528MP3174
LITERATURE POCKETS - SPE MCGEE PLASTICS IN
LIEU OF BOEING STANDARD - REVISION
2529MP3139
SFE ATTENDANT SEAT COVER MATERIAL AND COLOR
- REVISION
2530MP3456
INSTALLATION OF ASSIST HANDLES, GALLEYS G1
AND G2
2530MP3457
G1 GALLEY OVEN DELETION (SPE)
2530MP3458
GALLEY CHANGES (SPE), 1/2 SIZE CART
PROVISIONS
2530MP3461
GALLEYS - INSTALLATION OF SPE DRIESSEN
STANDARD CARRIERS IN LIEU OF SPE B.F.E,
INC. STANDARD CARRIERS
2530MP3463
GALLEYS - WATER FILTERS - INSTALLATION
2550CG3102
FWD AND AFT CARGO COMPARTMENT LINING AND
FLOOR PANEL REVISION - INSTALL HEAVIER GAGE
MATERIAL
2560CH3230
EMERGENCY EQUIPMENT - OVERWATER - HOOVER
LIFE VESTS AND EMERGENCY TRANSMITTER
2560MP3242
EMERGENCY EQUIPMENT - OVERWATER - DELETION
OF PROVISIONS
2560MP3243
EMERGENCY EQUIPMENT - OVERWATER - DELETION
2564CH3010
PROTECTIVE BREATHING EQUIPMENT ADDITION IN
FLIGHT DECK - BUYER FURNISHED
2564CH3011
BUYER FURNISHED MEDICAL KIT (NORTH HEALTH
PART NUMBER 01-70-65) INSTALLED IN FLIGHT
DECK
2564MP3067
MEDICAL KIT CONTAINER (SPE) - REVISION
2750MP3019
TRAILING EDGE FLAP TRANSMISSION BALLSCREWS
& REPLACEMENT - THOMSON SAGINAW IN LIEU OF
BEAVER
2811CG3001
FUEL TANK WATER SCAVENGING SYSTEM -
INSTALLATION - 737-300 AND 737-500
2840CH3022
FUEL FLOW INDICATOR - REPLACEMENT - SFE
SMITHS S347T001-14 IN LIEU OF S347T001-13
2910MP3074
ENGINE DRIVEN HYDRAULIC PUMPS - ABEX
QUICK ATTACHMENT
3131CH3230
DIGITAL FLIGHT DATA RECORDER - ARINC 717 -
SUNDSTRAND GXUS
3131CH3313
ACCELEROMETER - INSTALLATION - BFE MAGNETEC
P/N 3001-01-111
3131CG3330
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE TELEDYNE WITH
ACMS AND INTERNAL DISK DRIVE P/N
2233000-3-A
3240CG3086
NOSE LANDING GEAR WHEELS - ALLIEDSIGNAL INC
IN LIEU OF BF GOODRICH CO
3241CG3005
MAIN LANDING GEAR WHEELS AND BRAKES -
ALLIEDSIGNAL INC
3244CH3002
PARKING BRAKE WARNING LIGHT UNDER THE
FORWARD FACE OF THE NOSE GEAR STEERING
COVER - INSTALLATION
3245MP3025
SFE GOODYEAR TIRES IN LIEU OF SFE TIRES
MANUFACTURED BY THE BOEING STANDARD SUPPLIER
3310CH3015
KEEP OUT OF FLIGHT COMPARTMENT WARNING
LIGHT INSTALLATION
3320CH3026
INTERIOR LIGHTING - REVISION - COOL-WHITE
FLOURESCENT LAMPS IN LIEU OF WARM WHITE LAMPS
3343CH3006
WING TIP FAIRING REVISION - ADDITION OF
INCANDESCENT LAMP ACCESS PANEL
3343CH3012
INSTALL A SECOND INCANDESCENT POSITION
LIGHT ON EACH WING TIP - RETAIN EXISTING
STROBE AND LOGO LIGHTS
3351MP3013
DELETE LSI EMERGENCY FLOOR PROXIMITY
LIGHTING SYSTEM
3351MP3018
EMERGENCY FLOOR PROX LIGHTS SEAT MOUNTED
CLASS CONFIGURATION
3412CG3009
AIR DATA COMPUTER (ADC) - INSTALLATION -
HONEYWELL INC IN LIEU OF SMITHS INDUSTRIES
3412CH3027
STATIC SOURCE ERROR CORRECTION (SSEC) -
DEACTIVATION
3419CH3019
AMBER WINDSHEAR INCREASING PERFORMANCE
CAUTION MESSAGE ACTIVATION ON EADI
3419MP3026
AMBER WINDSHEAR INCREASING PERFORMANCE
CAUTION MESSAGE ON EADI - DELETION
3421MP3037
INERTIAL REFERENCE UNIT (IRU) - ACTIVATION
OF THE 1995 UPDATED MAGVAR TABLE
3422CG3005
ATTITUDE COMPARATOR ON EADI
3422CG3007
FILLED INTEGRATED CUE - FLIGHT DIRECTOR
COMMAND
3422CG3015
FMA DISPLAY LOCATION - TOP
3422CG3016
RANGE ARCS SUPPRESSED
3422CG3018
MAP/PLAN MODE ORIENTATION - 'HEADING UP'
3422CG3019
NAV MODE ORIENTATION - 'HEADING UP'
3422CG3020
CENTER MAP MODE - FULL COMPASS ROSE
3422CG3021
SINGLE CHANNEL AUTOPILOT ANNUNCIATION
3422CG3022
AIRSPEED TAPE ON EADI
3422CG3040
AIRSPEED TREND ON SPEED TAPE
3422CG3054
EADI AND EHSI DISPLAY UNIT COLOR - BROWN
3422CG3084
EFIS PIN SELECTABLE FEATURE - ADF
POINTER(S) DISPLAY ON EFIS MAP MODE
3422MP3132
DELETE EFIS OPTIONAL FEATURE - MAP/PLAN
DISPLAY ORIENTATION - "HEADING UP"
3422CG3149
RADIO ALTITUDE DISPLAY ON EADI - ADD RISING
RUNWAY PLUS RADIO ALTITUDE DIAL
3422MP3231
EFIS OPTIONAL FEATURE - FLIGHT DIRECTOR
COMMAND DISPLAY - SPLIT AXIS IN LIEU OF
INTEGRATED CUE
3422MP3249
EFIS OPTIONAL FEATURE - NAV DISPLAY
ORIENTATION - BASIC "TRACK UP" IN LIEU OF
"HEADING UP"
3431CG3020
DUAL VHF NAVIGATION - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
3432CH3015
MARKER BEACON SENSITIVITY AUTOMATIC SWITCHING
3432CG3017
MARKER BEACON - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
3433CG3036
LOW RANGE RADIO ALTIMETER (LRRA) - INSTALLATION
- BFE ROCKWELL INTERNATIONAL CORP
3443CG3083
WEATHER RADAR - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP WITH TURBULENCE MODE
3443MP3099
WEATHER RADAR SYSTEM - ARINC 708A SINGLE
WEATHER RADAR SYSTEM WITH PREDICTIVE
WINDSHEAR - PARTIAL PROVISIONS
3443MP3101
WEATHER RADAR - INSTALLATION OF BENDIX
SYSTEM WITH P/N 066-05008-0201
3443MP3128
WEATHER RADAR - INSTALLATION OF BENDIX -0416
TRANSCEIVER AND -0414 CONTROL PANEL IN LIEU OF
-0201 TRANSCEIVER AND -0418 CONTROL PANEL
3443MP3150
WEATHER RADAR - INSTALL SPE TRANSCEIVER P/N
066-50008-0202 IN LIEU OF EXISTING P/N
066-50008-0201
3445CG3092
TCAS II - INSTALLATION - BFE ALLIEDSIGNAL INC
3445CH3112
TCAS II COMPUTER UNIT - BFE BENDIX
066-50000-0102 IN LIEU OF BFE BENDIX
066-50000-0504
3445MP3137
TCAS COMPUTER BFE CHANGE FROM P/N
066-50000-0102 TO P/N 066-50000-0108
3446CH3018
GPWS FLAPS WARNING INHIBIT ONLY IN LIEU OF
SEPARATE SWITCHES FOR FLAPS INHIBIT AND
LANDING GEAR INHIBIT
3446CH3050
GPWS VOICE CALLOUT REVISION - "HALF" VOLUME
IN LIEU OF "FULL" VOLUME
3446CH3056
GPWS RADIO ALTITUDE VOICE CALLOUTS - (100,
50, 30, 20, 10, BANK ANGLE)
3453CH3234
MODE S TRANSPONDER COAXIAL RELAY - INSTALL
SPE DOW-KEY IN LEIU OF SFE
3455CG3003
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP WITH AGILITY MODE
3457CG3021
DUAL AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE
3457MP3073
ADF - INSTALLATION OF SINGLE SYSTEM WITH
DUAL CONTROL PANEL
3458CG3004
INSTALL PARTIAL PROVISIONS FOR GLOBAL
POSITION SYSTEM
3461CG3004
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3007
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION (IN METERS)
3461CG3009
FMC FLIGHT NUMBER ENTRY
3461CG3199
FMC - REVISION - INSTALLATION OF A SECOND 4
MCU, UPDATE 7 FMC INTO EXISTING PARTIAL PROVISIONS
3461MP3365
FMC POSITION UPDATE AND RUNWAY OFFSET UPON
TO/GA ACTIVATION - FEET IN LIEU OF METERS
3461MP3381
FMC REVISION - DELETION OF A SECOND 4 MCU,
UPDATE 7 FMC
3461MP3453
FLIGHT MANAGEMENT SYSTEM - PROVISIONS FOR
SECOND FMC - REVISION
3510CG3027
CREW OXYGEN - 114 CU. FT. IN LIEU OF 76 CU.
FT. CYLINDER
3910CH3052
RELOCATION OF THE EFIS AND VHF NAVIGATION
CONTROL PANELS
3910CH3057
EXTERNAL POSITION LIGHT SWITCH INSTALLATION
- FLIGHT DECK SWITCH CONVENTION
3910MP3110
PANEL ARRANGEMENT - ACARS PRINTER AND IDU
RELOCATION
3920CG3048
AUXILIARY E/E EQUIPMENT (E5) RACK
INSTALLATION - 737-500
3920CG3104
AUXILIARY E/E EQUIPMENT (E5) RACK
DELETION - 737-500
3920MP3106
GROUNDING WRIST STRAP ADDITION - E/E
COMPARTMENT
5121CG3059
CARGO COMPARTMENT CORROSION PROTECTION AND
DRAINAGE
5121CG3067
ADDITIONAL CORROSION PROTECTION FOR
INTEGRAL FUEL TANKS - EXTREME ENVIRONMENT
5250MP3002
FLIGHT COMPARTMENT DOOR SEAL - ADDITION
5352MP3005
RADOME REVISION - INSTALL SPE NORTON QUARTZ
RADOME IN LIEU OF STANDARD SFE RADOME VIA
SUPPLIER STC
7200CH3216
ENGINES - INSTALLATION OF CFM56-3-B1
ENGINES OPERATED AT 20,000 POUNDS
7740CH3007
ENGINE INDICATING SYSTEM - DELETION (THIS
CR BACKS OUT PRR 33004-64)
7900MP3022
LUBRICATING OIL - MOBIL JET 254 IN LIEU OF
MOBIL JET II
7930MP3001
PROVIDE DUAL ELEMENT OIL TEMPERATURE
TRANSMITTER, MAIN ENGINES
__________
TOTAL AMOUNT FOR SPECIAL FEATURES
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-MMF-378R1
July 17, 1997
CONTINENTAL AIRLINES, INC.
2929 Allen Parkway
Houston, Texas 77019
Subject: Letter Agreement No. 6-1162-MMF-378R1 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). This Letter Agreement supersedes and
replaces in its entirety Letter Agreement 6-1162-MMF-378 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
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/ Gunar O. Clem
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 17, 1997
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment