Exhibit 10.17
PURCHASE AGREEMENT NO. 2061*
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Relating to Boeing Model 777-200IGW Aircraft
* Purchase Agreement No. 2061 was formerly known as Purchase
Agreement No. 1785.
TABLE OF CONTENTS
SA
ARTICLES NUMBER
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables
EE1. Engine Escalation/Engine Warranty and Patent Indemnity
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS
SA
LETTER AGREEMENTS NUMBER
2061-1 Option Aircraft
2061-2 Demonstration Flights
2061-3 Installation of Cabin Systems Equipment
2061-4 Spares Initial Provisioning
2061-5 Flight Crew Training Spares
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS
SA
CONFIDENTIAL LETTER AGREEMENTS NUMBER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6-1162-GOC-089 Special Matters
Purchase Agreement No. 2061
between
The Boeing Company
and
Continental Airlines, Inc.
______________________________
This amended and restated Purchase Agreement No.
2061 (formerly known as Purchase Agreement No. 1785) is dated as
of October 10, 1997, between The Boeing Company (Boeing) and
Continental Airlines, Inc. (Customer) relating to the purchase
and sale of Model 777-200IGW aircraft. The terms and conditions
of the Aircraft General Terms Agreement dated as of October 10,
1997, between the parties, identified as AGTA-CAL (AGTA), are
hereby incorporated by reference into this Purchase Agreement.
RECITALS
A. Boeing and Customer previously entered into Purchase
Agreement No. 1785 dated March 18, 1993, as amended and
supplemented.
B. Boeing and Customer now desire to further amend and restate
the terms and conditions of their agreement and to reflect their
entire agreement in this amended and restated Purchase Agreement
No. 2061 (Purchase Agreement).
C. For the avoidance of doubt, this Purchase Agreement contains
the entire agreement between the parties and replaces and
supersedes Purchase Agreement No. 1785.
Now therefore, the parties agree as follows:
Article 1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be
designated as Model 777-200IGW aircraft (the Aircraft). Boeing
will manufacture and sell to Customer Aircraft conforming to the
configuration described in Exhibit A, which is part of this
Purchase Agreement, in the quantities listed in Table 1 to the
Purchase Agreement.
Article 2. Delivery Schedule.
The Aircraft will be delivered to Customer in
accordance with the scheduled months of delivery listed in the
attached Table 1, which is part of this Purchase Agreement.
Exhibit B, which is part of this Purchase Agreement, describes
certain responsibilities for both Customer and Boeing in order to
accomplish the delivery of the Aircraft.
Article 3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic
Price is listed in Table 1 and is subject to mutually agreed upon
price adjustments and the Escalation Adjustment.
3.2 Advance Payment Base Prices. The Advance
Payment Base Prices for the Aircraft are listed in Table 1 and
were calculated utilizing the latest escalation factors available
to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.
3.3 Boeing has not yet established the Aircraft
Basic Price for Aircraft scheduled to be delivered after December
31, 2002. The prices listed in Table 1 for such Aircraft are
only to provide Customer with an estimate of the applicable
Advance Payment Base Prices. Accordingly, the Aircraft Basic
Price for such Aircraft will be the sum of the Airframe Price,
Optional Features Prices and the Engine Price first published by
Boeing for the same model of aircraft and engines to be delivered
after December 31, 2002.
Article 4. Payment.
4.1 Boeing acknowledges receipt of a deposit in
the amount shown in Table 1 for each Aircraft (Deposit).
4.2 The amounts and payment dates for advance
payments to be made by Customer are set forth in the attached
Table 1.Advance payments for each aircraft are due on the first
business day of the months listed in the attached Table 1.
4.3 For any Aircraft whose scheduled month of
delivery is less than [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] from the date of this
Purchase Agreement, the total amount of advance payments due for
payment upon signing of this Purchase Agreement will include all
advance payments which are past due in accordance with the
standard advance payment schedule set forth in Table 1.
4.4 The Aircraft Price is the total amount
Customer will pay to Boeing at the time of delivery of each
Aircraft. Such Aircraft Price will be calculated at time of
delivery using then available escalation factors to calculate the
Escalation Adjustment. The invoice amount for an Aircraft will
show the Aircraft Price appropriately adjusted to account for
previously received advance payments.
Article 5. Miscellaneous.
5.1 Buyer Furnished Equipment Variables.
Supplemental Exhibit BFE1, which is part of this Purchase
Agreement, contains vendor selection dates, on dock dates and
other variables applicable to the Aircraft.
5.2 Customer Support Variables. Supplemental
Exhibit CS1, which is part of this Purchase Agreement, contains
the variable information applicable to information, training
services and other things furnished by Boeing in support of the
Aircraft.
5.3 Engine Escalation Variables. Supplemental
Exhibit EE1 contains the applicable engine escalation formula,
the engine warranty and the engine patent indemnity for the
Aircraft.
5.4 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5.6 Negotiated Agreement; Entire Agreement.
This Purchase Agreement, including the provisions of Article 8.2
of the AGTA relating to insurance, and Article 11 of Part 2 of
Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and
EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the
subject of discussion and negotiation and is understood by the
parties; the Aircraft Price and other agreements of the parties
stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement,
including the AGTA, contains the entire agreement between the
parties and supersedes all previous proposals, understandings,
commitments or representations whatsoever, oral or written, with
respect to the subject matter hereof, and may be changed only in
writing signed by authorized representatives of the parties.
CONTINENTAL AIRLINES, INC. THE BOEING COMPANY
By /s/ Brian Davis By /s/ Gunar O. Clem
Its Vice President Its Attorney in Fact
Table 1 to
Purchase Agreement No. 2061
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTGW: 777-2001GW 580,000 Detail Specification: D019W004-A (2/29/96)
Engine Model/
Thrust Level: GE90-85B Price Base Year: Jul-95
Airframe Base Price: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
Optional Features: COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Sub-Total of Airframe and Features:
Engine Price (Per Aircraft):
Aircraft Basic Price (Excluding BFE/SPE):
Buyer Furnished Equipment (BFE) Estimate:
In-Flight Entertainment Equipment (IFE) Estimate:
Refundable Deposit per Aircraft at Proposal Acceptance:
Airframe Escalation Data:
Base Year Index (ECI):
Base Year Index (ICI):
Engine Escalation Data:
Base Year Index (CPI):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit A to Purchase Agreement Number 2061
AIRCRAFT CONFIGURATION
Dated October 10, 1997
relating to
BOEING MODEL 777-200IGW AIRCRAFT
The Detail Specification is Boeing Detail Specification
D019W001-CAL-2B dated as of even date herewith. Such Detail
Specification will be comprised of Boeing Configuration
Specification/ D019W004, revision a dated February 29, 1996, as
amended to incorporate the Options listed below, including the
effects on Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). Such Options are set forth in Boeing Document
D019WCR1-CAL-2B. As soon as practicable, Boeing will furnish to
Buyer copies of the Detail Specification, which copies will
reflect such Options. The Aircraft Basic Price reflects and
includes all effects of such Options, except such Aircraft Basic
Price does not include the price effects of any Buyer Furnished
Equipment or Seller Purchased Equipment.
013OCH7471 [CONFIDENTIAL
INTERIOR ARRANGEMENT COLLECTOR - TWO CLASS MATERIAL OMITTED
- - 285 PASSENGERS (50 B/C, 235 E/C) AND FILED SEPARATELY
WITH THE SECURITIES
0220CG7003 AND EXCHANGE
CERTIFICATION OF TAKEOFF AND LANDING WITH ACOMMISSION PURSUANT
15-KNOT TAILWIND TO A REQUEST FOR
CONFIDENTIAL
0221CG7002 TREATMENT]
ALTERNATE DISPATCH CAPABILITY LANDING GEAR
EXTENDED DURING REVENUE FLIGHT -
CERTIFICATION
0252CG7002
AIRPLANE FLIGHT AND OPERATIONS MANUALS -
TEMPERATURE IN DEGREES CELSIUS
0254CG7001
USPHS CERTIFICATE OF SANITARY CONSTRUCTION
0310CG7053
HIGH GROSS WEIGHT AIRPLANE MAXIMUM
STRUCTURAL DESIGN TAKEOFF WEIGHT - INCREASE
FROM 632,000 TO 648,000 POUNDS
0350CG7002
TAKEOFF PERFORMANCE IMPROVEMENT - ALTERNATE
FORWARD CENTER OF GRAVITY LIMITS
1110CG7018
ADD EXTERIOR DECORATIVE PAINT ON THE LOWER
LOBE FUSELAGE
1135CH7058
INTERIOR PLACARDS - REVISION - UNIQUE
SYMBOLOGY INSTEAD OF STANDARD ALPHANUMERIC
2127CH7015
IN FLIGHT ENTERTAINMENT ELECTRICAL
EQUIPMENT COOLING SYSTEM FOR PWS AT 1F-1C -
PROVISIONS
2165CG7001
ENVIRONMENTAL CONTROL SYSTEM (ECS)
TEMPERATURE INDICATIONS IN DEGREES
FAHRENHEIT
2210CG7003
3-DIGIT MACH NUMBER DISPLAY
2210CG7025
BANK ANGLE HOLD AT AUTOPILOT/FLIGHT
DIRECTOR ENGAGE - OPERATIONAL PROGRAM
CONFIGURATION (OPC) ACTIVATED OPTION
2210CG7051
INHIBIT GLIDE SLOPE CAPTURE BEFORE
LOCALIZER CAPTURE - FLIGHT CONTROL SYSTEM
2300CH7114
IN FLIGHT ENTERTAINMENT SYSTEM - PROVISIONS
- - TBD SUPPLIERS
2300CH7324
ENTERTAINMENT AND COMMUNICATIONS SYSTEM
COLLECTOR - DUAL CLASS, 285 PASSENGERS -
CSE - MATSUSHITA 2000E INTERACTIVE IN-SEAT
VIDEO
2311CH7021
HF ANTENNA COUPLER - REPLACEMENT - BFE -
ROCKWELL
2311CH7027
HF COMMUNICATION SYSTEM - PARTIAL
PROVISIONS - HF DATA RADIO - DUAL SYSTEM
2311CH7039
DUAL HF COMMUNICATION SYSTEM - REPLACEMENT
- - HF VOICE DATA RADIO - BFE - ROCKWELL
INTERNATIONAL CORP.
2312CH7036
VHF COMMUNICATIONS - 8.33 KHZ FREQUENCY
SPACING - ACTIVATION
2312CH7037$12,400
TRIPLE VHF COMMUNICATIONS - ARINC 750/716 -
TRANCEIVER INSTALLATION - BFE - ROCKWELL
INTERNATIONAL CORP
2315CG7078
SATCOM SYSTEM WITH HIGH-GAIN TOP-MOUNT
ANTENNA SYSTEM AND A LOW-GAIN TOP-MOUNT
ANTENNA SYSTEM - INSTALLATION - ROCKWELL
2318CG7091
PASSENGER TELEPHONE SYSTEM - INSTALLATION -
E12 EQUIPMENT RACK
2318CH7176
PASSENGER TELEPHONE SYSTEM - INSTALLATION
OF AN ARINC 746 GTE AIRFONE CABIN
TELECOMMUNICATIONS UNIT (CTU)
2318CH7286
PASSENGER TELEPHONE SYSTEM - INSTALLATION -
GTE DUAL NORTH AMERICAN TELECOMMUNICATIONS
SYSTEM - CSE
2321CG7002
SELECTIVE CALLING EQUIPMENT (SELCAL)
DECODER - INSTALLATION - COLTECH - BFE
2331CH7066
PRE-RECORDED ANNOUNCEMENT MACHINE AND
BOARDING MUSIC MACHINE - INSTALLATION - MAS
2332CH7401
VIDEO ENTERTAINMENT PLAYER(S) -
INSTALLATION
2332CH7403
VIDEO ENTERTAINMENT - INSTALLATION OF
LIQUID CRYSTAL DISPLAY (LCD) COLOR VIDEO
MONITORS ON VERTICAL SURFACES
2332CH7405
VIDEO ENTERTAINMENT - INSTALLATION OF VIDEO
SYSTEM DISTRIBUTION PROVISIONS
2332CH7406
VIDEO ENTERTAINMENT - INSTALLATION OF VIDEO
DISTRIBUTION UNITS
2332CH7407
VIDEO ENTERTAINMENT - INSTALLATION OF
LIQUID CRYSTAL DISPLAY (LCD) COLOR VIDEO
MONITORS IN THE OVERDOOR AREAS
2332CH7427
RANDOM ACCESS DEVICE (RAD) - INSTALLATION
2332CH7467
VIDEO ENTERTAINMENT SYSTEM - POWER CONTROL
SWITCH
2332CH7572
IN-FLIGHT ENTERTAINMENT - HEAD END
EQUIPMENT FOR IN-SEAT PASSENGER SERVICES
SYSTEM AND AUDIO - MATSUSHITA 2000E SYSTEM
2332CH7573
IN-FLIGHT ENTERTAINMENT - HEAD END
EQUIPMENT FOR OVERHEAD VIDEO AND/OR IN-SEAT
BROADCAST VIDEO - MATSUSHITA 2000E SYSTEM
2332CH7574
IN-FLIGHT ENTERTAINMENT - HEAD END
EQUIPMENT FOR IN-SEAT INTERACTIVE VIDEO -
MATSUSHITA 2000E SYSTEM
2332CH7612
ENTERTAINMENT AND COMMUNICATION SYSTEM -
INSTALLATION - WIRING PROVISIONS FOR AVOD-
MAS 2000E
2332CH7625
IN-FLIGHT ENTERTAINMENT - HEAD END
EQUIPMENT FOR IN-SEAT INTEGRATED TELEPHONES
- - MATSUSHITA 2000E SYSTEM
2332CH7712
IN-FLIGHT ENTERTAINMENT - IN-SEAT VIDEO
INSTALLATION - MATSUSHITA 2000E SYSTEM
2332CH7730
DIGITAL INTERFACE UNIT (DIU) - AIRSHOW 420
2332CH7738
VIDEO ENTERTAINMENT - INSTALLATION OF FIXED
OVER AISLE LCD VIDEO MONITORS - 13.8"
2334CH7083
AUDIO ENTERTAINMENT PLAYER(S) -
INSTALLATION
2339CH7024
CABIN PRINTER - INSTALLATION - PASSENGER
COMPARTMENT - THERMAL
2351CH7033
SELF MUTING - PIN SELECT - AUDIO MANAGEMENT
UNIT IN E/E BAY
2351CH7034
HEADPHONE AND HAND HELD MICROPHONE -
REVISION - FIRST/SECOND OBSERVER - BFE
2351CH7035
BOOM MICROPHONE/HEADSET - REVISION - BFE
PLANTONICS INSTEAD OF BFE TELEX -
CAPT/FIRST OFFICER
2451CG7010
GALLEY POWER FEEDER - SUPPLY ADDITIONAL
POWER FOR GALLEYS AFT OF DOOR 4
2454CH7003
ELECTRICAL POWER OUTLET FOR PERSONAL
COMPUTER - INSTALLATION - BUSINESS CLASS
AND THE FIRST (7) ROWS OF ECONOMY CLASS
PASSENGER
2501CG7017
DOOR 1 LEFT CABIN MODULE WITH TWO
LAVATORIES
2501CG7022
DOOR 1 RIGHT CABIN MODULE WITH GALLEYS F-1,
F-2, F-3 (9.5 CARTS) AND LAVATORY 1F-1C
2504CG7001
CABIN MODULE WITH GALLEYS A-1, A-2, AND A-3
(16 CARTS) - INSTALLATION
2520CH7103
INTERIOR COLOR/MATERIAL - REVISION -
PASSENGER CABIN
2520CH7104
TAPIS "ULTRA LEATHER HP" DECORATIVE MURALS
- - INSTALLATION - BFE
2522CG7001
WIRING FOR POWERED SEATS - INSTALLATION -
DOOR 1 TO DOOR 2
2522CG7009
WIRING FOR POWERED SEATS - INSTALLATION -
DOOR 2 TO MID-CABIN
2524CH7367
CLOSETS WITH FOOTWELL, 21 INCH FULL-HEIGHT
OUTBOARD - INSTALLATION
2524CH7368
INNOVINT BASSINET FITTINGS - INSTALLATION -
PASSENGER CABIN
2524CH7375
SFE CLASS DIVIDERS WITH FOOTWELLS, FOLD
DOWN PANELS, AND VIEW WINDOW - INSTALLATION
2525CG7004
INSTALLATION OF AN ADDITIONAL SELLER
FURNISHED (SFE) WALL-MOUNTED SINGLE
ATTENDANT SEAT
2525CH7154
ATTENDANT SEAT HARNESS - REVISION - FOUR
POINT HARNESS WITH ROTARY BUCKLE
2526CH7112
PURSER WORK STATION - 38-INCH STAND-UP WORK
STATION AT LOCATION 1F-1C - NON-AVOD WITH
PROVISIONS FOR MATSUSHITA 2000E AVOD
2527CH7006
GALLEY AND ENTRY MAT - REPLACEMENT - SFE
LONCOIN
2527CH7072
CARPET - INSTALLATION - BFE INSTEAD OF SFE
2528CG7049
CENTER OVERHEAD STOWAGE BINS - INSTALLATION
DUAL-MODE LINKAGE FOR 2-4-3 OR 3-3-3
ECONOMY CLASS SEATING
2528CH7144
OVERDOOR STOWAGE COMPARTMENT DOORS,
LOCKABLE - REVISIONS - DOORS 1 AND 4 LEFT
AND RIGHT
2528CH7146
SFE WALL-MOUNTED MAGAZINE RACK BUSTLES -
INSTALLATION - FORWARD FACE OF A4 GALLEY,
3F-LC LAV & 3F-RC LAV
2529CG7033
FLIGHT CREW REST PARTIAL PROVISIONS -
INSTALLATION - DOOR 1 LEFT
2531CG7003
RETRACTABLE TIE-DOWN FITTINGS FOR GALLEY
CARTS - INSTALLATION - DOOR 2
2531CG7004
RETRACTABLE TIE-DOWN FITTINGS FOR GALLEY
CARTS - INSTALLATION - DOOR 3
2531CG7005
RETRACTABLE TIE-DOWN FITTINGS FOR GALLEY
CARTS - INSTALLATION - DOOR 4
2533CG7001
GALLEY CHILLER (BFE) INSTALLATION - DOOR 2
FLEXIBLE GALLEY LOCATION
2540CG7010
LAVATORY BI-FOLD DOOR - INSTALLATION
INSTEAD OF PANEL DOOR
2541CH7019
FIRST CLASS LAVATORY - INSTALLATION - AFT
OF DOOR 2 RIGHT
2542CG7001
DIAPER CHANGING TABLES - INSTALLATION IN
LAVATORIES
2542CG7012
DOT LAVATORY - INSTALLATION OF SIDEWALL
LAVATORY FOR DISABLED PERSON
2542CG7022
TOILETRY BOTTLE RACKS - INSTALLATION IN
LAVATORIES
2542CH7112
D.O.T. LAVATORY UPGRADE - REVISION -
SIDEWALL LAV AFT OF DOOR 2 LEFT
2542CH7113
LAVATORY AMENITIES - PROVISIONS - LIQUID
SOAP DISPENSER
2542CH7114
COMPOSITE SINK DECK - INSTALLATION -
LAVATORY
2553CG7001
CARGO COMPARTMENT FLOOR - INSTALLATION -
FORWARD LOWER HOLD CARGO COMPARTMENT
2553CG7005
CAPABILITY TO CARRY LD-4 AND LD-8
CONTAINERS - INSTALLATION - FORWARD LOWER
HOLD CARGO COMPARTMENT
2553CG7041
CAPABILITY TO CARRY LD-4 AND LD-8
CONTAINERS - INSTALLATION - AFT LOWER HOLD
CARGO COMPARTMENT WITH LARGE CARGO DOOR
2553CG7042
CARGO COMPARTMENT FLOOR FOR THE LARGE CARGO
DOOR- INSTALLATION - AFT LOWER HOLD CARGO
COMPARTMENT
2620CG7005
FIRE BOTTLE COMMONALITY - ENGINES AND APU
3141CG7002
BFE SOFTWARE AND/OR TABLES INSTALLATION -
AIMS
3161CG7010
GRID HEADING DISPLAY
3161CG7013
ADDITION OF HEIGHT ABOVE TOUCH DOWN ZONE
COLOR BAR TO THE PRIMARY FLIGHT DISPLAY
3161CG7030
PASSENGER DOOR SLIDE/RAFT ARMING HANDLE
POSITION INDICATION - DOOR SYNOPTIC AND
EICAS MESSAGE
3161CG7110
FLIGHT DECK COMMUNICATIONS FUNCTION (FDCF)
AUTOMATIC RESET - ACTIVATION - AIMS
3310CH7003
STERILE COCKPIT LIGHT INDICATION -
INSTALLATION
3321CH7008
COOL WHITE LIGHTS - INSTALLATION -
PASSENGER COMPARTMENT
3324CH7023
"NO SMOKING" SIGN - REVISION - ALWAYS ON
3430CH7054
MULTI-MODE RECEIVER (MMR) - REPLACEMENT OF
PROVISIONS FOR GLOBAL POSITIONING SYSTEM
INSTALLATION IN MMR
3430CH7060
MULTI-MODE RECEIVER (MMR) - INSTALLATION OF
ILS/GPS - BFE - ROCKWELL INTERNATIONAL CORP
3431CH7012
INSTRUMENT LANDING SYSTEM (ILS) - DELETION
OF EXISTING RECEIVERS
3433CG7004
RADIO ALTIMETER (RA) - INSTALLATION -
ROCKWELL INTERNATIONAL - BFE
3443CH7045
DUAL WEATHER RADAR SYSTEM - INSTALLATION -
ARINC 708A PREDICTIVE WINDSHEAR/WEATHER
RADAR SYSTEM AND ARINC 708A PARTIAL WIRING
3445CG7003
TRAFFIC ALERT AND COLLISION AVOIDANCE
SYSTEM (TCAS II) - INSTALLATION - ROCKWELL
INTERNATIONAL - BFE
3446CH7039
ALTITUDE VOICE CALLOUT ACTIVATION -
REVISION - GROUND PROXIMITY WARNING
COMPUTER
3446CH7085
ENHANCED GROUND PROXIMITY WARNING SYSTEM
(EGPWS) - PARTIAL PROVISIONS - PHASE II
(BOEING INTEGRATED DESIGN)
3451CG7003
VOR MARKER BEACON (M/B) - INSTALLATION -
ROCKWELL INTERNATIONAL - BFE
3453CG7005
AIR TRAFFIC CONTROL (ATC), ROCKWELL
INTERNATIONAL MODE "S" TRANSPONDERS AND
GABLES ENGINEERING CONTROL PANEL -
INSTALLATION -
3457CG7003
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - ROCKWELL INTERNATIONAL - BFE
- - WITH CAPTIVE MOUNTING FASTENERS IN
ANTENNA
3458CH7015
GLOBAL POSITIONING SYSTEM (GPS) - DELETION
OF EXISTING GPS SENSOR UNIT
3461CG7004
BUYER FURNISHED NAVIGATION DATA BASE
3510CG7012
TWO 115 CU FT FLIGHT CREW OXYGEN CYLINDERS
- - INSTALLATION -
3510CG7028
FLIGHT CREW OXYGEN MASKS AND SMOKE GOGGLES
- - INSTALLATION - EROS - BFE
3520CG7001
EXTRA OXYGEN MASK FOR EACH OUTBOARD SEAT
PSU
3521CG7004
CHEMICAL OXYGEN SYSTEM - INSTALLATION OF
22-MINUTE GENERATORS
4630CG7002
DUAL DISK DRIVE - INSTALLATION -
MAINTENANCE ACCESS TERMINAL
4900CG7003
AUXILIARY POWER UNIT - INSTALL MUFFLER IN
EXHAUST SYSTEM
5235CG7001
LARGE DOOR AND CONTAINER/PALLET HANDLING
EQUIPMENT - INSTALLATION - AFT LOWER HOLD
CARGO COMPARTMENT
5301CG7007
ADDITIONAL SEAT TRACK - INSTALLATION - BL
0.0, AFT DOOR - TRANSVERSE GALLEYS
7200CG7012
GE AIRCRAFT ENGINES (GEAE) - GE90-85B
ENGINES
7900CG7012
LUBRICATING OIL TYPE - SPECIFIED - MOBIL
254
CR'S 116 TOTAL
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit B to Purchase Agreement Number 2061
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 777-200IGW AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle
of Customer's Aircraft that are critical to making the delivery
of each Aircraft a positive experience for both parties. This
Exhibit B documents those responsibilities and indicates
recommended completion deadlines for the actions to be
accomplished. Failure to obtain such completion deadlines shall
not be deemed a breach of this Purchase Agreement or reduce or
amend the parties' obligations hereunder.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance
of the scheduled delivery month of each Aircraft with respect to
obtaining certain government issued documentation.
1.1 Airworthiness and Registration Documents.
Not later than 6 months prior to delivery of each
Aircraft, Customer will notify Boeing of the registration number
to be painted on the side of the Aircraft. In addition, and not
later than 3 months prior to delivery of each Aircraft, Customer
will, by letter to the regulatory authority having jurisdiction,
authorize the temporary use of such registration numbers by
Boeing during the pre-delivery testing of the Aircraft.
Customer is responsible for furnishing any temporary or permanent
registration certificates required by any governmental authority
having jurisdiction to be displayed aboard the Aircraft after
delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will
obtain from the United States Public Health Service, a United
States Certificate of Sanitary Construction to be displayed
aboard each Aircraft after delivery to Customer.
1.2.2 Non-U.S. Registered Aircraft. If
Customer requires a United States Certificate of Sanitary
Construction at the time of delivery of the Aircraft, Customer
will give written notice thereof to Boeing at least 3 months
prior to delivery. Boeing will then use its reasonable best
efforts to obtain the Certificate from the United States Public
Health Service and present it to Customer at the time of Aircraft
delivery.
1.3 Customs Documentation.
1.3.1 Import Documentation. If the Aircraft is
intended to be exported from the United States, Customer must
notify Boeing not later than 3 months prior to delivery of each
Aircraft of any documentation required by the customs authorities
or by any other agency of the country of import.
1.3.2 General Declaration - U.S. If the
Aircraft is intended to be exported from the United States,
Boeing will prepare Customs Form 7507, General Declaration, for
execution by U.S. Customs immediately prior to the ferry flight
of the Aircraft. For this purpose, Customer will furnish to
Boeing not later than 20 days prior to delivery a complete crew
and passenger list and a complete ferry flight itinerary,
including point of exit from the United States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to
land at a U.S. airport after clearing Customs at delivery,
Customer must notify Boeing not later than 20 days prior to
delivery of such intention. If Boeing receives such
notification, Boeing will provide to Customer the documents
constituting a Customs permit to proceed, allowing such Aircraft
to depart after any such landing. Sufficient copies of completed
Form 7507, along with passenger manifest, will be furnished
Customer to cover U.S. stops scheduled for the ferry flight.
1.3.3 Export Declaration - U.S. If the
Aircraft is intended to be exported from the United States,
Boeing will prepare Form 7525V and, immediately prior to the
ferry flight, will submit such Form to U.S. Customs in Seattle in
order to obtain clearance for the departure of the Aircraft,
including any cargo, from the United States. U.S. Customs will
deliver the Export Declaration to the U.S. Department of Commerce
after export.
2. INSURANCE CERTIFICATES.
Unless provided earlier, Customer will provide to
Boeing not later than 30 days prior to delivery of the first
Aircraft, a copy of the requisite annual insurance certificate in
accordance with the requirements of Article 8 of the AGTA.
3 NOTICE OF FLYAWAY CONFIGURATION.
Not later than 20 days prior to delivery of the
Aircraft, Customer will provide to Boeing a configuration letter
stating the requested "flyaway configuration" of the Aircraft for
its ferry flight. This configuration letter should include:
(i) the name of the company which is to furnish fuel
for the ferry flight and any scheduled post-delivery flight
training, the method of payment for such fuel, and fuel load
for the ferry flight;
(ii) the cargo to be loaded and where it is to be
stowed on board the Aircraft and address where cargo is to
be shipped after flyaway;
(iii) any BFE equipment to be removed prior to flyaway
and returned to Boeing BFE stores for installation on
Customer's subsequent Aircraft;
(iv) a complete list of names and citizenship of each
crew member and non-revenue passenger who will be aboard the
ferry flight; and
(v) a complete ferry flight itinerary.
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA, Boeing,
Customer and, if required, U.S. Customs Bureau inspections will
be scheduled by Boeing for completion prior to delivery or
departure of the Aircraft. Customer will be informed of such
schedules.
4.2 Schedule of Demonstration Flights. All FAA and
Customer demonstration flights will be scheduled by Boeing for
completion prior to delivery of the Aircraft.
4.3 Schedule for Customer's Flight Crew. Boeing will
inform Customer of the date that a flight crew is required for
acceptance routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, the amount of fuel shown in U.S.
gallons in the table below for the model of Aircraft being
delivered and full capacity of engine oil at the time of delivery
or prior to the ferry flight of the Aircraft.
Aircraft Model Fuel Provided
777 [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
4.5 Flight Crew and Passenger Consumables. Boeing
will provide food, coat hangers, towels, toilet tissue, drinking
cups and soap for the first segment of the ferry flight for the
Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will
have available at the time of delivery of the Aircraft certain
delivery papers, documents and data for execution and delivery.
Boeing will pre-position in Oklahoma City, Oklahoma, for filing
with the FAA at the time of delivery of the Aircraft an executed
original Form 8050-2, Aircraft Bill of Sale, indicating transfer
of title to the Aircraft from Boeing, or Boeing's sales
subsidiary, to Customer.
4.7 Delegation of Authority. If specifically
requested in advance by Customer, Boeing will present a certified
copy of a Resolution of Boeing's Board of Directors, designating
and authorizing certain persons to act on its behalf in
connection with delivery of the Aircraft.
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery
Customer will provide its Aircraft Radio Station License to be
placed on board the Aircraft following delivery.
5.2. Aircraft Flight Log. At delivery Customer will
provide the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. If necessary, Customer
will present to Boeing at delivery of the Aircraft an original or
certified copy of Customer's Delegation of Authority designating
and authorizing certain persons to act on its behalf in
connection with delivery of the specified Aircraft.
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 2061
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 777-200IGW AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates,
on-dock dates and other variables applicable to the Aircraft.
1. Supplier Selection.
1.1 Customer has selected and notified Boeing of the
suppliers of the following BFE items:
Galley System
Seats (passenger)
Video/ Cabin Mgt. System
2. On-dock Dates
On or before December 1997, Boeing will provide to Customer a BFE
Requirements On-Dock/Inventory Document (BFE Document) or an
electronically transmitted BFE Report which may be periodically
revised, setting forth the items, quantities, on-dock dates and
shipping instructions relating to the in-sequence installation of
BFE. For planning purposes, a preliminary BFE on-dock schedule
is set forth below:
Item Preliminary On-Dock Dates
Seats [CONFIDENTIAL MATERIAL OMITTED AND FILED
Galleys SEPARATELY WITH THE SECURITIES AND
Electronics * EXCHANGE COMMISSION PURSUANT TO A
Furnishings REQUEST FOR CONFIDENTIAL TREATMENT]
*Early date reflects mounting equipment and transceiver
requirements.
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Supplemental Exhibit CS1 to Purchase Agreement Number 2061
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 777-200IGW AIRCRAFT
Customer and Boeing will conduct planning conferences
approximately 12 months prior to delivery of the first Aircraft,
or as mutually agreed, in order to develop and schedule a
customized Customer Support Program to be furnished by Boeing in
support of the Aircraft.
The customized Customer Services Program will be based upon and
equivalent to the entitlements summarized below.
1. Maintenance Training.
1.1 Airplane General Familiarization Course; 2 classes of
24 students;
1.2 Mechanical/Electrical Systems Course (Instructor);
1 class of 15 students;
1.3 Avionics Systems Course (Instructor); 1 class of
15 students;
1.4 Mechanical/Electrical Systems Course (Line and Base);
2 classes of 15 students;
1.5 Avionics Systems Course (Line and Base); 1 class of
15 students;
1.6 Engine Run-Up Course; 2 classes of 3 students;
1.7 Corrosion Prevention & Control Course; 1 class of
10 students;
1.8 Aircraft Rigging Course; 1 class of 6 students;
1.9 Advanced Composite Repair Course; 1 class of
8 students;
1.10 Digital Data Familiarization Course; 1 class of
15 students;
1.11 Cabin Management System (CMS) Configuration Database
Generator (CDG) Familiarization Course; 1 class of
6 students;
1.12 Training materials will be provided to each student.
In addition, one set of training materials as used in
Boeing's training program, including visual aids,
Computer Based Training Courseware, color instrument
panel wall charts, text/graphics, video programs,
etc. will be provided for use in Customer's own
training program.
2. Flight Training.
2.1 Transition training for 8 flight crews (16 pilots) in
2 classes; The training will consist of ground school
(utilizing computer based training), fixed base
simulator, full flight simulator and actual aircraft
training on Customer's Aircraft.
2.2 Flight Dispatcher training; 2 classes of 6 students;
2.3 Flight Attendant training; 2 classes of 12 students;
2.4 Performance Engineer training in Boeing's regularly
scheduled courses; schedules are published twice
yearly.
2.5 Training materials will be provided to each student.
In addition, one set of training materials as used in
Boeing's training program, including visual aids,
Computer Based Training Courseware, color instrument
panel wall charts, text/graphics, video programs,
etc. will be provided for use in Customer's own
training program.
2.6 Additional Flight Operations Services:
a. Boeing flight crew personnel to assist in
ferrying the first aircraft to Customer's main
base;
b. Instructor pilots for 90 calendar days for
revenue service training assistance;
c. An instructor pilot to visit Customer 6 months
after revenue service training to review
Customer's flight crew operations for a 2 week
period.
3. Planning Assistance.
3.1 Maintenance and Ground Operations.
Upon request, Boeing will visit Customer's main base
to evaluate aircraft maintenance facilities, develop
recommendations and assist in maintenance planning.
3.2 Spares.
a) Recommended Spares Parts List (RSPL)
A customized RSPL, data and documents will be
provided to identify spare parts required for
Customer's support program.
b) Illustrated Parts Catalog (IPC)
A customized IPC in accordance with ATA 100 will
be provided.
c) Provisioning Training
Provisioning training will be provided for
Customer's personnel at Boeing's facilities,
where documentation and technical expertise are
available. Training is focused on the initial
provisioning process and calculations reflected
in the Boeing RSPL.
d) Spares Provisioning Conference
A provisioning conference will be conducted,
normally at Boeing's facilities where technical
data and personnel are available.
4. Technical Data and Documents.
The following list contains the documents Customer will
receive to support the introduction and operation of the
Aircraft. Customer and Boeing will conduct a planning conference
approximately 12 months before the first delivery of the Aircraft
to mutually determine the proper format (e.g. digital or hard
copy) and quantity of Materials to be furnished to Customer.
4.1 Flight Operations.
Airplane Flight Manual
Operations Manual and Checklist
Planning and Performance Manual
Weight and Balance Manual
Dispatch Deviation Procedures Guide
Flight Crew Training Manual
Baggage/Cargo Loading Manual
Fault Reporting Manual
Performance Engineer's Manual
Jet Transport Performance Methods
FMC Supplemental Data Document
Operational Performance Software
4.2 Maintenance.
Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Structural Repair Manual
Component Maintenance Manual
Standard Overhaul Practices Manual
Standard Wiring Practices Manual
Non-Destructive Test Manual
Service Bulletins and Index
Corrosion Prevention Manual
Fault Isolation Manual
Ramp Maintenance Manual
Interior Reconfiguration Document
Power Plant Buildup Manual (except Rolls Royce)
In Service Activity Report
Significant Service Item Summary
All Operators Letters
Service Letters
Structural Item Interim Advisory
Combined Index
Maintenance Tips
Configuration Data Base Generator User Guide
4.3 Maintenance Planning.
Maintenance Planning Data Document
Maintenance Task Cards and Index
Maintenance Inspection Intervals Report
4.4 Spares.
Illustrated Parts Catalog
Standards Books
4.5 Facilities and Equipment Planning.
Facilities and Equipment Planning Document
Special Tool & Ground Handling Equipment Drawings &
Index
Supplementary Tooling Documentation
System Test Equipment Document
Illustrated Tool and Equipment List/Manual
Aircraft Recovery Document
Airplane Characteristics for Airport Planning
Document
Airplane Rescue and Fire Fighting Document
Engine Handling Document
4.6 Computer Software Index.
4.7 Supplier Technical Data.
Service Bulletins
Component Maintenance Manuals and Index
Publications Index
Product Support Supplier Directory
5. Additional Customer Support.
In response to a Customer request, Boeing agrees to provide
the following additional training and support to Customer at
no charge.
5.1 General Familiarization Courses.
Boeing will provide a total of 6 General
Familiarization Courses (4 in addition to the 2
General Familiarization Courses described in
paragraph 1.1 above).
5.2 Maintenance and Flight Training Materials.
Boeing will provide (i) a total of 2 sets of all
training materials (1 in addition to the 1 set
described in paragraphs 1.12 and 2.5 above), (ii) the
flight training material in digital format and (iii)
the source code for the flight training Computer
Based Training (CBT).
5.3 Maintenance Instructor in Houston.
On a mutually agreeable date in the first quarter of
1998, Boeing will send a maintenance instructor to
Houston, Texas, for sixty days. Such instructor will
be qualified to assist Customer with developing and
teaching Customer's own maintenance training courses
and answer Customer's questions related to the
maintenance of the Aircraft. Customer will provide
the round trip airfare.
5.4 Additional Flight Training Course.
On a mutually agreeable schedule, Boeing will provide
transition training for a total of 24 pilots (8
pilots in addition to the 16 pilots previously
committed in paragraph 2.1 above).
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Supplemental Exhibit EE1 to Purchase Agreement Number 2061
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 777-200IGW AIRCRAFT
1. ENGINE ESCALATION.
(a) The Aircraft Basic Price of each Aircraft set forth in Table
1 of the Purchase Agreement includes an aggregate price for GE90
engines and all accessories, equipment and parts provided by the
engine manufacturer. The adjustment in Engine price applicable
to each Aircraft (Engine 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]
(b) The following definitions will apply herein:
Pe = Engine Price Adjustment
Pb = Engine Base Price (per Aircraft), as set forth in
Table 1 of the Purchase Agreement.
CPI is the Composite Price Index, a value determined using
the Bureau of Labor Statistics, U.S. Department of Labor
actual data in accordance with the formula below. The Index
values utilized in the formula will be the numbers shown in
the actual data for the ninth month prior to the month of
scheduled Aircraft delivery or the ninth month prior to the
Base Year Dollars month set forth in Table 1.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
L = The Labor Index will be equal to the
quotient of the value associated with the
Aircraft Delivery Month divided by the value
associated with the Base Year Dollar month
in "Hourly Earnings of Aircraft Engines and
Engine Parts Production Workers" SIC 3724,
multiplied by 100 and then by 55%.
C = The Industrial Commodities Index will be
equal to 10% of the Producer Price Index for
"all commodities other than Farm and Foods,"
Code 3-15 associated with the scheduled
Aircraft delivery month.
M = The Metals and Metal Products Index will be
equal to 25% of the Producer Price Index for
"Metals and Metal Products," Code 10
associated with the scheduled Aircraft
delivery month.
E = The Fuel Index will be equal to 10% of the
Producer Price Index for "Fuel and Related
Products and Power," Code 5 associated with
the scheduled Aircraft delivery month.
The Engine Price Adjustment will not be made if it would result
in a decrease in the Engine Base Price.
(c) The values of the Average Hourly Earnings and Producer Price
Indices used will be those published as of a date 30 days prior
to the scheduled Aircraft delivery to Customer. Such values will
be considered final and no Engine Price Adjustment will be made
after Aircraft delivery for any subsequent changes in published
Index values.
(d) In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, or if the U.S. Department of
Labor, Bureau of Labor Statistics (i) substantially revises the
methodology (in contrast to benchmark adjustments or other
corrections of previously published data) or (ii) discontinues
publication of any of the data referred to above, General
Electric Company (GE) agrees to meet jointly with Boeing and
Customer, (to the extent such parties may lawfully do so,) to
jointly select a substitute for the revised or discontinued data;
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued. If such
Engine price escalation provisions, methodology or data
publication are subsequently reinstated, Boeing will make
adjustments consistent with the agreements defined in this
Supplemental Exhibit EE1.
NOTE: The factor (CPI divided by the base year index) by which
the Engine Base Price is to be multiplied will be
expressed as a decimal and rounded to the nearest
thousandth. Any rounding of a number, as required under
this Supplemental Exhibit EE1 with respect to escalation
of the Engine price, will be accomplished as follows: if
the first digit of the portion to be dropped from the
number to be rounded is five or greater, the preceding
digit will be raised to the next higher number.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN.
Boeing has obtained from GE the right to extend to Customer the
provisions of GE's warranty as set forth below (herein referred
to as the "Warranty"); subject, however, to Customer's acceptance
of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of
the Warranty as hereinafter set forth, and such Warranty shall
apply to all GE90 type Engines (including all Modules and Parts
thereof) installed in the Aircraft at the time of delivery or
purchased from Boeing by Customer for support of the Aircraft
except that, if Customer and GE have executed, or hereafter
execute, a General Terms Agreement covering the Engines, then the
terms of that Agreement shall be substituted for and supersede
the provisions of paragraphs 1 through 11 below and paragraphs 1
through 11 below shall be of no force or effect and neither
Boeing nor GE shall have any obligation arising therefrom. In
consideration for Boeing's extension of the Warranty to Customer,
Customer hereby releases and discharges Boeing from any and all
claims, obligations and liabilities whatsoever arising out of the
purchase or use of such GE90 type Engines and Customer hereby
waives, releases and renounces all its rights in all such claims,
obligations and liabilities except for the provisions in
paragraphs 2.1 (i) and 2.1 (iv) of Part 2 to Exhibit C to the
AGTA. In addition, Customer hereby releases and discharges GE
from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such GE90 type Engines
except as otherwise expressly assumed by GE in the Warranty or
General Terms Agreement between Customer and GE and Customer
hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
GE90 Warranty Parts List*
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
*Warranty Parts List may change
GE90 Warranty Parts List* (Cont.)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
*Warranty Parts List may change
GE90 Warranty Parts List* (Cont.)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
* Warranty Parts List may change
[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]
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Supplemental Exhibit [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] to Purchase Agreement
Number 2061
COVERED [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] COMPONENTS
relating to
BOEING MODEL 777-200IGW AIRCRAFT
This is the listing of Covered Components for the Aircraft which
relate to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] Product Assurance Document to the
AGTA and is a part of Purchase Agreement No. 2061.
1. Wing.
(a) Upper and lower wing skins and stiffeners between the
forward and rear wing spars.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Upper wing fold hinge, end ribs and lower latch lugs.
(f) Main landing gear support structure.
(g) Wing center section lower beams, spanwise beams and
floor beams, but not the seat tracks attached to the
beams.
(h) Wing-to-body structural attachments.
(i) Engine strut support fittings attached directly to
wing primary structure.
(j) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and
for leading edge devices and trailing edge flaps.
(k) Leading edge device and trailing edge flap support
system.
(l) Aileron, leading edge device and trailing edge flap
internal, fixed attachment and actuator support
structure.
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and
frames between the forward pressure bulkhead and the
vertical stabilizer rear spar bulkhead, and structural
support and enclosure for the APU but excluding all
system components and related installation and
connecting devices, insulation, lining, and decorative
panels and related installation and connecting
devices.
(b) Window and windshield structure but excluding the
windows and windshields.
(c) Fixed attachment structure of the passenger doors,
cargo doors and emergency exits, excluding door
mechanisms and movable hinge components. Sills and
frames around the body openings for the passenger
doors, cargo doors and emergency exits, excluding
scuff plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, forward and aft bulkheads, and
the gear support structure.
(e) Main gear wheel well structure including pressure
deck, bulkheads and landing gear beam support
structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead
and the main gear wheel well aft bulkhead, including
splices.
(i) Wing front and rear spar support bulkheads, and
vertical and horizontal stabilizer front and rear spar
support bulkheads including terminal fittings but
excluding all system components and related
installation and connecting devices, insulation,
lining, and decorative panels and related installation
and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including stiffeners.
(c) Attachment fittings between vertical stabilizer and
body.
(d) Inspar ribs.
(e) Support structure in the vertical stabilizer for
rudder hinges, reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator support
structure.
(g) Rudder hinges and supporting ribs, excluding bearings.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spars including splices and stiffeners.
(c) Inspar ribs.
(d) Stabilizer splice fittings and pivot and screw support
structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator
support structure.
(g) Elevator hinges and supporting ribs, excluding
bearings.
5. Engine Strut.
(a) Strut external surface skin and doublers and
stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to
strut structure.
(e) For Aircraft equipped with General Electric or Pratt &
Whitney engines only, the engine mounted support
fittings.
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder.
(c) Upper and lower side strut, including spindles and
universals.
(d) Upper and lower drag strut, including spindles and
universals.
(e) Orifice support tube.
(f) Downlock links including spindles and universals.
(g) Torsion links.
(h) Bogie beam.
(i) Axles.
(j) Steering crank arm.
(k) Steering rod.
(l) Retraction Links
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collar.
(f) Torsion links.
(g) Actuator support beam and hanger.
(h) Retraction Links.
NOTE: The [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Components.
October 10, 1997
2061-1
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Option Aircraft
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing) and
Continental Airlines, Inc. (Customer) relating to
Model 777-200IGW aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.
Boeing agrees to manufacture and sell to Customer additional
Model 777-200IGW aircraft as Option Aircraft. The delivery
months, number of aircraft, Advance Payment Base Price per
aircraft and advance payment schedule are listed in the
Attachment to this Letter Agreement (the Attachment).
1. Aircraft Description and Changes
1.1 Aircraft Description: The Option Aircraft are
described by the Detail Specification listed in the Attachment.
1.2 Changes: The Detail Specification will be revised to
include:
(i) Changes applicable to the basic Model 777
aircraft which are developed by Boeing between
the date of the Detail Specification and the
signing of the definitive agreement to purchase
the Option Aircraft;
(ii) Changes required to obtain required regulatory
certificates; and
(iii) Changes mutually agreed upon.
2. Price
2.1 The pricing elements of the Option Aircraft are listed
in the Attachment.
2.2 Price Adjustments.
2.2.1 Optional Features. The Optional Features
Prices for the Option Aircraft will be adjusted to Boeing's
current prices as of the date of execution of the definitive
agreement for the Option Aircraft.
2.2.2 Escalation Adjustments. The Airframe Price and
the Optional Features Prices for Option Aircraft delivering
before January 2003, will be escalated on the same basis as the
Aircraft.
The engine manufacturer's current escalation provisions, listed
in Exhibit Supplement EE1 to the Purchase Agreement, have been
estimated to the months of scheduled delivery using commercial
forecasts to calculate the Advance Payment Base Price listed in
the Attachment to this Letter Agreement. The engine escalation
provisions will be revised if they are changed by the engine
manufacturer prior to the signing of a definitive agreement for
the Option Aircraft.
2.2.3 Base Price Adjustments. The Airframe Price
and the Engine Price of the Option Aircraft delivering before
January, 2003, will be adjusted to Boeing's and the engine
manufacturer's then current prices as of the date of execution of
the definitive agreement for the Option Aircraft.
2.2.4 Prices for Long Lead Time Aircraft. Boeing
and the engine manufacturer have not established prices and
escalation provisions for Model 777-200IGWaircraft and engines
for delivery in the year 2003 and after. When prices and the
pricing bases are established for the Model 777-200IGW aircraft
delivering in the year 2003 and after, the information listed in
the Attachment will be appropriately amended.
3. Payment.
3.1 Customer will pay a deposit to Boeing in the amount
shown in the Attachment for each Option Aircraft (Deposit), on
the date of this Letter Agreement. If Customer exercises an
option, the Deposit will be credited against the first advance
payment due. If Customer does not exercise an option, Boeing
will retain the Deposit for that Option Aircraft.
3.2 Following option exercise, advance payments in the
amounts and at the times listed in the Attachment will be payable
for the Option Aircraft. The remainder of the Aircraft Price for
the Option Aircraft will be paid at the time of delivery.
4. Option Exercise.
Customer may exercise an option by giving written notice to
Boeing on or before the date [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the
first business day of the applicable delivery month listed in the
Attachment (Option Exercise Date).
5. Contract Terms.
Boeing and Customer will use their best efforts to reach a
definitive agreement for the purchase of an Option Aircraft,
including the terms and conditions contained in this Letter
Agreement, in the Purchase Agreement, and other terms and
conditions as may be agreed upon to add the Option Aircraft to
the Purchase Agreement as an Aircraft. In the event the parties
have not entered into a definitive agreement within 30 days
following option exercise, either party may terminate the
purchase of such Option Aircraft by giving written notice to the
other within 5 days. If Customer and Boeing fail to enter into
such definitive agreement, Boeing will retain the Deposit for
that Option Aircraft unless failure is attributable to Boeing's
fault, in which case the Deposit shall be promptly returned to
Customer without interest.
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
Attachment
Attachment to
Letter Agreement No. 2061-1
Option Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTGW: 777-2001GW 580,000 Detail Specification: D019W004-A (2/29/96)
Engine Model/
Thrust Level: GE90-85B Price Base Year: Jul-95
Airframe Base Price: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
Optional Features: COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Sub-Total of Airframe and Features:
Engine Price (Per Aircraft):
Aircraft Basic Price (Excluding BFE/SPE):
Buyer Furnished Equipment (BFE) Estimate:
In-Flight Entertainment Equipment (IFE) Estimate:
Refundable Deposit per Aircraft at Proposal Acceptance:
Airframe Escalation Data:
Base Year Index (ECI):
Base Year Index (ICI):
Engine Escalation Data:
Base Year Index (CPI):
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
October 10, 1997
2061-2
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Demonstration Flights
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing) and
Continental Airlines, Inc. (Customer) relating to
Model 777-200IGW aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement shall have the same meaning as in the Purchase
Agreement.
Definition of Terms:
Correction Costs: Customer's or a third party's direct labor
costs and the cost of any material required to correct a Flight
Discrepancy where direct labor costs are equal to the warranty
labor rate in effect between the parties at the time such labor
is expended.
Flight Discrepancy: A failure or malfunction of an Aircraft, or
the accessories, equipment or parts installed on the Aircraft
which results from a defect in the Aircraft, Boeing Product,
engine or Supplier Product or a nonconformance to the Detail
Specification for the Aircraft.
The AGTA provides that each aircraft will be test flown prior to
delivery for the purpose of demonstrating the functioning of such
Aircraft and its equipment to Customer; however, Customer may
elect to waive this test flight. For each test flight waived,
Boeing agrees to provide Customer an amount of jet fuel at
delivery that, together with the standard fuel entitlement,
totals [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] U.S. gallons.
Further, Boeing agrees to reimburse Customer for any Correction
Costs incurred as a result of the discovery of a Flight
Discrepancy during the first flight of the aircraft by Customer
following delivery to the extent such Correction Costs are not
covered under a warranty provided by Boeing, the engine
manufacturer or any of Boeing's suppliers.
Should a Flight Discrepancy be detected by Customer which
requires the return of the Aircraft to Boeing's facilities at
Seattle, Washington, so that Boeing may correct such Flight
Discrepancy, Boeing and Customer agree that title to and risk of
loss of such Aircraft will remain with Customer. Any such
correction by Boeing shall be at no cost to Customer. In
addition, it is agreed that Boeing will have responsibility for
the Aircraft while it is on the ground at Boeing's facilities in
Seattle, Washington, as is chargeable by law to a bailee for
mutual benefit, but Boeing shall not be chargeable for loss of
use.
To be reimbursed for Correction Costs, Customer shall submit a
written itemized statement describing any flight discrepancies
and indicating the Correction Cost incurred by Customer for each
discrepancy. This request must be submitted to Boeing's
Contracts Regional Director at Renton, Washington, within ninety
(90) days after the first flight by Customer.
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
October 10, 1997
2061-3
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Installation of Cabin Systems Equipment
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing) and
Continental Airlines, Inc. (Customer) relating to
Model 777-200IGW aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.
Customer has requested that Boeing install in the Aircraft the
inflight entertainment and cabin communications systems (IFE/CCS)
described in Attachment A to this Letter Agreement.
Because of the complexity of the IFE/CCS, special attention and
additional resources will be required during the development,
integration, certification, and manufacture of the Aircraft to
achieve proper operation of the IFE/CCS at the time of delivery
of the Aircraft. To assist Customer, Boeing will perform the
functions of project manager (the Project Manager) as set forth
in Attachment B.
1. Responsibilities.
1.1 Customer will:
1.1.1 Provide Customer's IFE/CCS system requirements
to Boeing;
1.1.2 Select the IFE/CCS suppliers (Suppliers) from
among those suppliers identified in the Change Request/s/ listed
in Attachment A to this Letter Agreement;
1.1.3 Promptly after selecting Suppliers, participate
with Boeing in meetings with Suppliers to ensure that Supplier's
functional system specifications meet Customer's and Boeing's
respective requirements;
1.1.4 Select Supplier part numbers;
1.1.5 Negotiate and obtain agreements on product
assurance, product support following Aircraft delivery (including
spares support), and any other special business arrangements
directly with Suppliers;
1.1.6 Provide pricing information for part numbers
selected above to Boeing by a mutually selected date;
1.1.7 Negotiate and obtain agreements with any
required service providers; and
1.1.8 Include in Customer's contract with any seat
supplier a condition obligating such seat supplier to enter into
and comply with a Boeing approved bonded stores agreement. This
bonded stores agreement will set forth the procedures concerning
the use, handling and storage for the Boeing owned IFE/CCS
equipment during the time such equipment is under the seat
supplier's control.
1.2 Boeing will:
1.2.1 Perform the Project Manager functions stated in
Attachment B;
1.2.2 Provide Aircraft interface requirements to
Suppliers;
1.2.3 Assist Suppliers in the development of their
IFE/CCS system specifications and approve such specifications;
1.2.4 Negotiate terms and conditions (except for
price, product assurance, product support following Aircraft
delivery and any other special business arrangements) and enter
into contracts with Suppliers for the purchase of IFE/CCS and
manage such contracts for the IFE/CCS;
1.2.5 Be responsible for ensuring that the Suppliers
deliver to Boeing on-dock requirements for those Supplier part
numbers which have been previously certified and remain unchanged
throughout the Boeing purchase contract period of performance.
1.2.6 Coordinate the resolution of technical issues
with Suppliers;
1.2.7 Ensure that at time of Aircraft delivery the
IFE/CCS configuration and functionality meets the requirements of
the Change Requests contained in Attachment A to this Letter
Agreement as such Attachment A may be amended from time to time;
and
1.2.8 Obtain FAA certification of the Aircraft with
the IFE/CCS installed therein.
2. Software.
IFE/CCS systems may contain software of the following two
types.
2.1 Systems Software. The software required to operate
and certify the IFE/CCS systems on the Aircraft is the "Systems
Software" and is part of the IFE/CCS.
2.2 Customer's Software. The software accessible to the
Aircraft passengers which controls Customer's specified optional
features is "Customer's Software" and is not part of the IFE/CCS.
2.2.1 Customer is solely responsible for specifying
Customer's Software functional and performance requirements and
ensuring that Customer's Software meets such requirements.
Customer and Customer's Software supplier will have total
responsibility for the writing, certification, modification,
revision, or correction of any of Customer's Software. Boeing
will not perform the functions and obligations described in
paragraph 1.2 above, nor the Project Manager's functions
described in Attachment B, for Customer's Software.
2.2.2 The omission of any Customer's Software or the
lack of any functionality of Customer's Software will not be a
valid condition for Customer's rejection of the Aircraft at the
time of Aircraft delivery unless such omission or lack of
functionality is due to a breach by Boeing of its obligations
under this Purchase Agreement.
2.2.3 Boeing has no obligation to approve any
documentation to support Customer's Software certification.
Boeing will only review and operate Customer's Software if in
Boeing's reasonable opinion such review and operation is
necessary to certify the IFE/CCS system on the Aircraft.
2.2.4 Boeing will not be responsible for obtaining
FAA certification for Customer's Software.
3. Changes.
3.1 After Boeing and Supplier have entered into a contract
for the purchase of the IFE/CCS, changes to such contract may
only be made by Boeing. Any Customer request for changes to the
IFE/CCS specification after the Boeing/Supplier contract has been
signed must be made in writing directly to Boeing. Boeing shall
respond to such request by Customer in a timely manner. If such
change is technically feasible and Boeing has the resources and
time to incorporate such change, then Boeing shall negotiate with
the Supplier to incorporate such change into the contract for the
IFE/CCS. Any Supplier price increase resulting from such a
change will be negotiated between Customer and Supplier.
3.2 Boeing and Customer recognize that the developmental
nature of the IFE/CCS may require changes to the IFE/CCS or the
Aircraft in order to ensure (i) compatibility of the IFE/CCS with
the Aircraft and all other Aircraft systems, and (ii) FAA
certification of the Aircraft with the IFE/CCS installed therein.
In such event Boeing will notify Customer and recommend to
Customer the most practical means for incorporating any such
change. If within 15 days after such notification Customer and
Boeing through negotiations cannot mutually agree on the
incorporation of any such change or alternate course of action,
then the remedies available to Boeing in Paragraph 5 shall apply.
3.3 The incorporation into the Aircraft of any mutually
agreed change to the IFE/CCS may result in Boeing adjusting the
price of the Change Request contained in Attachment A to this
Letter Agreement.
3.4 Boeing's obligation to obtain FAA certification of the
Aircraft with the IFE/CCS installed is limited to the IFE/CCS as
described in Attachment A, as Attachment A may be amended from
time to time.
3.5 Boeing shall notify Customer in a timely manner in the
event of a default by a Supplier under the Supplier's contract
with Boeing. Within 15 days of Customer's receipt of such
notification, Boeing and Customer shall agree through
negotiations on an alternative Supplier or other course of
action. If Boeing and Customer are unable to agree on an
alternative Supplier or course of action within such time, the
remedies available to Boeing in Paragraph 5 shall apply.
4. Exhibits B and C to the AGTA.
IFE/CCS is deemed to be BFE for the purposes of Exhibit B,
Customer Support Document, and Exhibit C, the Product Assurance
Document, of the AGTA.
5. Boeing's Remedies.
If Customer does not comply with any of its obligations set
forth herein, Boeing may:
5.1 delay delivery of the Aircraft pursuant to the
provisions of Article 7, Excusable Delay, of the AGTA; or
5.2 deliver the Aircraft without part or all of the
IFE/CCS installed, or with part or all of the IFE/CCS
inoperative.
Boeing may also increase the Aircraft Price by the amount of
Boeing's additional out-of-pocket costs, including but not
limited to extra engineering costs, factory disruption costs, and
storage costs, attributable to such noncompliance.
6. Advance Payments.
6.1 Estimated Price for the IFE/CCS. An estimated price
for the IFE/CCS purchased by Boeing will be included in the
Aircraft Advance Payment Base Price to establish the advance
payments for each Aircraft. The estimated price for the Boeing
purchased IFE/CCS installed on each Aircraft by Change Request
2300CH7324 is [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] U.S. dollars expressed in 1995
dollars.
6.2 Aircraft Price. The Aircraft Price will include the
actual IFE/CCS prices and any associated transportation costs
charged Boeing by Suppliers.
7. Customer's Indemnification of Boeing.
Customer 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 Customer 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 IFE/CCS, 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 handling or installation of
the IFE/CCS.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval 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
Attachment A
Cabin Systems Equipment
The following Change Request describes the items of
equipment that under the terms and conditions of this Letter
Agreement are considered to be IFE/CCS. Each such Change Request
is fully described in Change Request Document D019WCR1-CAL-2B.
Change Request Number and Title
2300CH7324
ENTERTAINMENT AND COMMUNICATIONS SYSTEM COLLECTOR - DUAL CLASS,
285 PASSENGERS - CSE - MATSUSHITA 2000E INTERACTIVE IN-SEAT VIDEO
Attachment B
Project Manager
This Attachment B describes the functions that Boeing will
perform as Project Manager to support (i) the development and
integration of the IFE/CCS and (ii) the FAA certification of the
IFE/CCS when installed on the Aircraft.
1. Project Management
Boeing will perform the following functions for the IFE/CCS.
Boeing will have authority to make day-to-day management
decisions, and decisions on technical details which in Boeing's
reasonable opinion do not significantly affect form, fit,
function, cost or aesthetics. Boeing will be responsible for:
A. Managing the development of all program schedules;
B. Evaluating and approving Supplier's program management
and developmental plans;
C. Defining program metrics and status requirements;
D. Scheduling and conducting program status reviews on a
weekly basis, or such other time period as may be
mutually agreed;
E. Scheduling and conducting design and schedule reviews
with Customer and Suppliers;
F. Monitoring compliance with schedules;
G. Evaluating and approving any recovery plans or plan
revisions which may be required of either Suppliers or
Customer;
H. Leading the development of a joint IFE/CCS project
management plan (the Program Plan) and;
I. Managing the joint development of the System
Specification
2. System Integration
Boeing's performance as Project Manager will include the
functions of systems integrator (Systems Integrator). As Systems
Integrator Boeing will perform the following functions:
A. As required, assist Suppliers in defining their system
specifications for the IFE/CCS, approve such
specifications and develop an overall system functional
specification;
B. Coordinate Boeing, Customer and Supplier teams to
ensure sufficient Supplier and Supplier sub system
testing and an overall cabin system acceptance test are
included in the Program Plan; and
C. Organize and conduct technical coordination meetings
with Customer and Suppliers to review responsibilities,
functionality, Aircraft installation requirements and
overall program schedule, direction and progress.
3. Seat Integration
A. Boeing will coordinate the interface requirements
between seat suppliers and Suppliers. Interface
requirements are defined in Boeing Document Nos. D6-
36230, "Passenger Seat Design and Installation"; D6-
36238, "Passenger Seat Structural Design and Interface
Criteria"; D222W232, "Seat Wiring and Control
Requirements"; and D222W013-4, "Seat Assembly
Functional Test Plan".
B. The Suppliers will be required to coordinate
integration testing and provide seat assembly
functional test procedures for seat electronic parts to
seat suppliers and Boeing, as determined by Boeing.
C. The Suppliers will assist the seat suppliers in the
preparation of seat assembly functional test plans.
October 10, 1997
2061-4
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Spares Initial Provisioning
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing) and
Continental Airlines, Inc. (Customer) relating to
Model 777-200IGW aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement shall have the same meaning as in the Purchase
Agreement.
1. Applicability.
This letter will apply to initial provisioning for the
Model 777-200IGW Aircraft purchased by Customer under the
Purchase Agreement.
2. Initial Provisioning Meeting.
Boeing will conduct an initial provisioning meeting (Initial
Provisioning Meeting) with Customer to establish mutually
agreeable procedures to accomplish Customer's initial
provisioning of spare parts for the Aircraft. The parties will
agree, during the Initial Provisioning Meeting on the operational
data to be provided by Customer for Boeing's use in preparing its
quantity recommendations for initial provisioning of spare parts
for the Aircraft, exclusive of special tools, ground support
equipment, engines and engine parts (Provisioning Items). Such
operational data to be provided by Customer will be the data
described in Section E of Boeing Manual D6-49090, entitled
"Initial Provisioning Implementation Manual, Boeing Model 757,
767, 777, 747-400 and 737-300, -400 and -500" (Boeing Initial
Provisioning Implementation Manual) which will be furnished to
Customer prior to the Initial Provisioning Meeting. The parties
will also agree on the provisioning documentation data to be
provided by Boeing. Such data will be essentially in accordance
with the provisions of Chapter 1 of ATA International
Specification 2000, Revision 1, dated April 20, 1989, as
described in Boeing Initial Provisioning Implementation Manual
D6-49090 (such data will be hereinafter referred to collectively
as the "Provisioning Data"). Boeing will provide instruction in
the use of the initial provisioning documentation. This
instruction will be provided in conjunction with the Initial
Provisioning Meeting. In addition, the parties will discuss
spares ordering procedures and other matters related to the
provisioning for the Aircraft. The time and location for such
Initial Provisioning Meeting will be mutually agreed upon between
the parties.
3. Initial Provisioning Documentation.
3.1 Provisioning Data. Boeing will furnish Provisioning
Data to Customer on or about December 15, 1997. The
Provisioning Data will be as complete as possible and will cover
Provisioning Items selected by Boeing for review by Customer for
initial provisioning for the Aircraft. The Provisioning Data
will set forth the prices for Provisioning Items which are Boeing
Spare Parts and such prices will be firm and remain in effect
until the date or dates set forth below in Paragraph 4.1, Boeing
Spare Parts, by which orders must be placed with Boeing. Boeing
will, from time to time, until a date approximately 90 days
following delivery of the last Aircraft or until the delivery
configuration of each of the Aircraft is reflected in the
Provisioning Data, whichever is later, furnish to Customer
revisions to the Provisioning Data.
3.2 Provisioning IPC. Boeing will, on or about December 1,
1997, furnish to Customer a Boeing Illustrated Parts Catalog
(IPC), hereinafter referred to as the "Provisioning IPC." The
Provisioning IPC will be as complete as possible and will cover
Provisioning Items selected by Boeing for review by Customer for
initial provisioning for the Aircraft. Boeing will, from time to
time, until a date approximately 90 days following delivery of
the last Aircraft, or until the delivery configuration of each of
the Aircraft is reflected in the Provisioning IPC, whichever is
later, furnish to Customer revisions to the Provisioning IPC.
3.3 Buyer Furnished Equipment (BFE) Provisioning Data.
3.3.1 Boeing's Responsibility. Boeing will include
BFE end items in the Provisioning Data and Provisioning IPC for
BFE installed on Customer's Aircraft provided such equipment has
been installed on other Aircraft by Boeing and Boeing has data on
the BFE.
3.3.2 Customer's Responsibility. Customer will be
responsible for ensuring BFE data is provided to Boeing by the
BFE supplier in a format reasonably acceptable to Boeing for BFE
not covered by 3.3.1 above. If the data is not provided to
Boeing in a timely manner and in a format reasonably acceptable
to Boeing, such BFE equipment will not be included in Boeing's
Provisioning Data or IPC.
3.4 Other Data. Boeing will submit to Customer listings of
raw materials, standard parts and bulk materials to be used by
Customer in the maintenance and repair of the Aircraft.
4. Purchase from Boeing of Spare Parts as Initial Provisioning
for the Aircraft.
4.1 Boeing Spare Parts. Customer will place orders for
Provisioning Items on or about January 15, 1998; provided,
however, that in those instances where Boeing submits any
revision to the Provisioning Data, Customer will place orders for
Boeing Spare Parts covered by such revision within 90 days
following the date of such submittal. At Customer's request,
Boeing will process "controlled shipments" by shipping full or
partial quantities of an order on a schedule specified by
Customer, provided the final shipment is made no later than 24
months after receipt of the order.
4.2 Vendor Provisioning Items. Customer may place orders
with Boeing for Provisioning Items which are manufactured by
vendors or to their detailed design and are covered by the
Provisioning Data as initial provisioning for the Aircraft. The
price to Customer for any such vendor Provisioning Item will be
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of the vendor's quoted price to Boeing
therefor. If Customer elects to purchase such vendor
Provisioning Items from Boeing, Customer will place its orders
therefor in accordance with the provisions of Paragraph 4.1,
Boeing Spare Parts.
4.3 Ground Support Equipment and Special Tools. Customer
may place orders with Boeing for ground support equipment (GSE)
and special tools manufactured by vendors which Customer
determines it will initially require for maintenance, overhaul
and servicing of the Aircraft and/or engines. The price to
Customer for such GSE or special tools will be [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] of the vendor's quoted price to Boeing therefor. If
Customer elects to purchase such GSE and special tools from
Boeing, Customer will place its orders therefor by the date set
forth in Paragraph 4.1, Boeing Spare Parts or such later date as
the parties may mutually agree.
4.4 Spare Engines and Engine Spare Parts. Customer may
place orders with Boeing for spare engines and/or engine spare
parts which Customer determines it will initially require for
support of the Aircraft or for maintenance and overhaul of the
engines. The price to Customer for such spare engines or such
engine spare parts, will be [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the engine
manufacturer's quoted price to Boeing for the engine, and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] of the engine manufacturer's quoted price
to Boeing for the engine spare parts. If Customer elects to
purchase such spare engines or engine spare parts through Boeing,
Customer will place its orders on a date to be mutually agreed
upon during the Initial Provisioning Meeting.
4.5 QEC Kits. Boeing will, on or about September 15,
1997, furnish to Customer a listing of all components which could
be included in the Quick Engine Change (QEC) kits which may be
purchased by Customer from Boeing. Customer agrees to review
such listing and indicate by marking on one copy of such listing
those components that Customer desires included in its QEC kits.
Customer will return such marked copy to Boeing within 30 days
after Customer's receipt of such listing. Within 30 days after
Boeing's receipt of such marked copy, Boeing will republish such
listing to reflect only those components selected by Customer and
will provide copies of such republished listing to Customer.
Boeing will from time to time furnish revisions to such
republished listing until a date approximately 90 days after
delivery of the last QEC kit ordered by Customer for the
Aircraft. Boeing will furnish to Customer as soon as practicable
a statement setting forth a firm price for the QEC kit
configuration selected by Customer. Customer agrees to place
orders with Boeing for the QEC kits for the Aircraft by December
15, 1997.
4.6 Payment for Provisioning Items. The payment provisions
of the Customer Services General Terms Agreement (CSGTA) between
Boeing and Customer will be applicable to Provisioning Items
ordered by Customer from Boeing for the Aircraft.
5. Delivery.
Boeing will, insofar as reasonably possible, deliver to
Customer the Spare Parts ordered by Customer in accordance with
the provisions of this letter on dates reasonably calculated to
conform to Customer's anticipated needs in view of the scheduled
deliveries of the Aircraft. Customer and Boeing will agree upon
the date to begin delivery of the Provisioning Spare Parts
ordered in accordance with this letter. Where appropriate,
Boeing will arrange for shipment of such Spare Parts, which are
manufactured by vendors, directly to Customer from the applicable
vendor's facility. The routing and method of shipment for
initial deliveries and all subsequent deliveries of such Spare
Parts will be as mutually agreed between Boeing and Customer.
6. Substitution for Obsolete Spare Parts.
6.1 Obligation to Substitute. In the event that, prior to
delivery of the first Aircraft pursuant to the Purchase
Agreement, any Spare Part purchased by Customer from Boeing in
accordance with this letter is rendered obsolete or unusable due
to the redesign of the Aircraft or of any accessory, equipment or
part thereof (other than a redesign at Customer's request),
Boeing will deliver to Customer new and usable Spare Parts in
substitution for such obsolete or unusable Spare Parts and
Customer will return the obsolete or unusable Spare Parts to
Boeing. Boeing will credit Customer's account with Boeing with
the price paid by Customer for any such obsolete or unusable
Spare Part and will invoice Customer for the purchase price of
any such substitute Spare Part delivered to Customer.
6.2 Delivery of Obsolete Spare Parts and Substitutes
Therefor. Obsolete or unusable Spare Parts returned by Customer
pursuant to this Item will be delivered to Boeing at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate. Spare Parts substituted for such returned
obsolete or unusable Spare Parts will be delivered to Customer at
Boeing's Seattle Distribution Center, or such other Boeing
shipping point as Boeing may reasonably designate. Boeing will
pay the freight charges for the shipment from Customer to Boeing
of any such obsolete or unusable Spare Part and for the shipment
from Boeing to Customer of any such substitute Spare Part.
7. Repurchase of Provisioning Items.
7.1 Obligation to Repurchase. During a period commencing 1
year after delivery of the first Aircraft under the Purchase
Agreement, and ending 5 years after such delivery, Boeing will,
upon receipt of Customer's written request and subject to the
exceptions in Paragraph 7.2, Exceptions, repurchase unused and
undamaged Provisioning Items which (i) were recommended by Boeing
in the Provisioning Data as initial provisioning for the
Aircraft, (ii) were purchased by Customer from Boeing, and (iii)
are surplus to Customer's needs.
7.2 Exceptions. Boeing will not be obligated under
Paragraph 7.1, Obligation to Repurchase, to repurchase any of the
following: (i) quantities of Provisioning Items in excess of
those quantities recommended by Boeing in the Provisioning Data
for the Aircraft, (ii) QEC Kits, bulk material kits, raw material
kits, service bulletin kits, standards kits and components
thereof (except those components listed separately in the
Provisioning Data), (iii) Provisioning Items for which an Order
was received by Boeing more than 8 months after delivery of the
last Aircraft, (iv) Provisioning Items which have become obsolete
or have been replaced by other Provisioning Items as a result of
(a) Customer's modification of the Aircraft or (b) design
improvements by Boeing or the vendor (other than Provisioning
Items which have become obsolete because of a defect in design if
such defect has not been remedied by an offer by Boeing or the
vendor to provide no charge retrofit kits or replacement parts
which correct such defect), and (v) Provisioning Items which
become excess as a result of a change in Customer's operating
parameters, provided to Boeing pursuant to the Initial
Provisioning meeting in Paragraph 2, which were the basis of
Boeing's initial provisioning recommendations for the Aircraft.
7.3 Notification and Format. Customer will notify Boeing,
in writing, when Customer desires to return Provisioning Items
which Customer's review indicates are eligible for repurchase by
Boeing under the provisions of this Repurchase of Provisioning
Items paragraph. Customer's notification will include a detailed
summary, in part number sequence, of the Provisioning Items
Customer desires to return. Such summary will be in the form of
listings, tapes, diskettes or other media as may be mutually
agreed between Boeing and Customer, and will include part number,
nomenclature, purchase order number, purchase order date and
quantity to be returned. Within 5 business days after receipt of
Customer's notification, Boeing will advise Customer, in writing,
when Boeing's review of such summary will be completed, but in no
case will the Boeing review be completed more than 30 days after
receipt of Customer's notification.
7.4 Review and Acceptance by Boeing. Upon completion of
Boeing's review of any detailed summary submitted by Customer
pursuant to Paragraph 7.3, Boeing will issue to Customer a
Material Return Authorization (MRA) for those Provisioning Items
Boeing agrees are eligible for repurchase in accordance with this
Repurchase of Provisioning Items paragraph. Boeing will advise
Customer of the reason that any spare part included in Customer's
detailed summary is not eligible for return. Boeing's MRA will
state the date by which Provisioning Items listed in the MRA must
be redelivered to Boeing and Customer will arrange for shipment
of such Provisioning Items accordingly.
7.5 Price and Payment. The price of each Provisioning Item
repurchased by Boeing pursuant to this Repurchase of Provisioning
Items paragraph will be an amount equal to [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of
the original invoice price thereof. In the case of Provisioning
Items manufactured by a vendor which were purchased pursuant to
Paragraph 4, Purchase from Boeing of Spare Parts as Initial
Provisioning for the Aircraft, hereof the repurchase price will
not include Boeing's [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] handling charge. Boeing
will pay the repurchase price by issuing a credit memorandum in
favor of Customer which may be applied against amounts due Boeing
for the purchase of aircraft, Spare Parts, services or data.
7.6 Delivery of Provisioning Items. Provisioning Items
repurchased by Boeing pursuant to this Repurchase of Provisioning
Items paragraph will be delivered to Boeing at its Seattle
Distribution Center, or such other destination as Boeing may
reasonably designate. Boeing will pay the freight charges for
the shipment from Customer to Boeing of any such Provisioning
Items.
8. Obsolete Spare Parts and Surplus Provisioning Items - Title
and Risk of Loss.
Title to and risk of loss of any obsolete or unusable Spare
Parts returned to Boeing pursuant to Paragraph 6, Substitution
for Obsolete Spare Parts, will pass to Boeing upon delivery
thereof to Boeing. Title to and risk of loss of any Spare Part
substituted for an obsolete or unusable Spare Part pursuant to
Paragraph 6, Substitution for Obsolete Spare Parts, will pass to
Customer upon delivery thereof to Customer. Title to and risk of
loss of any Provisioning Item repurchased by Boeing pursuant to
Paragraph 7, Repurchase of Provisioning Items, will pass to
Boeing upon delivery thereof to Boeing. With respect to the
obsolete or unusable Spare Parts which may be returned to Boeing
and the Spare Parts substituted therefor, pursuant to
Paragraph 6, and the Provisioning Items which may be repurchased
by Boeing, pursuant to Paragraph 7, the party which has risk of
loss of any such Spare Part or Provisioning Item will have the
responsibility of providing any insurance coverage for it desired
by such party.
9. Supplier Support.
Boeing has entered, or anticipates entering, into product
support agreements with suppliers (Boeing Suppliers) of major
system components manufactured by such Suppliers to be installed
on the Aircraft (Supplier Components). Such product support
agreements commit, or are expected to commit, the Boeing
Suppliers to provide to Boeing's customers and/or such customer's
designees support services with respect to the Supplier
Components which can be reasonably expected to be required during
the course of normal operation. This support includes but is not
limited to shelf-stock of certain spare parts, emergency spare
parts, timely delivery of spare parts, and technical data related
to the Supplier Components. Copies of such product support
agreements will be provided to Customer on or about January 15,
1998 in Boeing Document D6-56115, Volumes 1 and 2. In the event
Customer has used due diligence in attempting to resolve any
difficulty arising in normal business transactions between
Customer and a Boeing Supplier with respect to product support
for a Supplier Component manufactured by such Supplier and if
such difficulty remains unresolved, Boeing will, if requested by
Customer, assist Customer in resolving such difficulty.
Assistance will be provided by the Spares Supplier Support and
Data Management Organization within the Boeing Buyer Services
Division.
10. Termination for Excusable Delay.
In the event of termination of the Purchase Agreement with
respect to any Aircraft pursuant to Article 7 of the AGTA, such
termination will, if Customer so requests by written notice
received by Boeing within 15 days after such termination, also
discharge and terminate all obligations and liabilities of the
parties as to any Spare Parts which Customer had ordered pursuant
to the provisions of this letter as initial provisioning for such
Aircraft and which are undelivered on the date Boeing receives
such written notice.
Very truly yours,
THE BOEING COMPANY
By /s/ 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
October 10,1997
2061-5
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: Flight Crew Training Spare Parts Support
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Customer)
relating to Model 777-200IGW aircraft (the
Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement shall have the same meaning as in the Purchase
Agreement.
Definition of Terms:
Flight Crew Training: Flight training occurring immediately
following delivery using Boeing facilities.
Removed Parts: Parts removed from an Aircraft during Flight Crew
Training.
Replacement Parts: Parts taken from Boeing inventory and
installed in an Aircraft because no Standby Parts are available.
Standby Parts: Parts which are owned by Customer and located at
Customer's designated storage area at Boeing to support Flight
Crew Training. The Standby Parts list, including part numbers,
exact quantities and on-dock dates, will be established during
the spares provisioning meeting.
Training Aircraft: The Aircraft delivered to Customer used for
Flight Crew Training.
1. Provisioning of Spare Parts
To support Flight Crew Training, Boeing agrees to provide
normal line maintenance and expendable spare parts at no charge
on the Training Aircraft; and, Customer agrees to provide Standby
Parts for the Training Aircraft.
If parts other than those discussed above fail, Boeing will
attempt to provide Replacement Parts for those failed parts in
order to prevent extended down time on the Training Aircraft. If
Boeing is unable to provide Replacement Parts, Customer will be
responsible for providing those parts.
2. Disposition of Removed Parts
Boeing may with Customer consent either:
(i) repair such Removed Parts, at no charge to
Customer, and either retain such parts as Standby Parts or
return the Removed Parts to Customer, at Customer expense;
or
(ii) return the Removed Parts to Customer at
Customer's expense; or
(iii) return the Removed Parts to the manufacturer
for repair or replacement under such manufacturer's
warranty. Upon Boeing's receipt of the repaired Removed
Parts or their replacements, Boeing may retain such Removed
Parts or their replacements as Standby Parts or return such
Removed Parts or their replacements to Customer, at
Customer's expense. Any Removed Parts returned to Customer,
or replacements, will be accomplished in accordance with any
written instructions from Customer received by Boeing prior
to such return.
3. Payment for Replacement Parts
Boeing will invoice Customer for Replacement Parts at
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] for such part.
4. Redelivery of Standby Parts
Standby Parts not installed in the Training Aircraft will be
redelivered to Customer on board the last aircraft used for
Flight Crew Training.
5. Non-performance by Customer
If Customer's non-performance of obligations in this Letter
Agreement causes a delay in the Flight Crew Training, Customer
will be deemed to have agreed to any such delay in Flight Crew
Training. In addition, Boeing will have the right to:
(i) purchase Standby Parts and invoice Customer for
the price of such Parts and for any necessary
adjustment and calibration of such Parts; or
(ii) cancel or reschedule the Flight Crew Training; or
(iii) invoice Customer for any out-of-pocket expenses,
including but not limited to ground handling expenses,
maintenance costs and storage costs, that are directly
attributable to the delay in the Flight Crew Training.
6. Customer Warranty
Customer warrants that the Standby Parts will meet the
requirements of the Detail Specification and be in a condition to
pass Boeing's receival inspection and functional test, and if not
in a new condition, will have an attached FAA Serviceable Parts
Tag.
7. Title and Risk of Loss
Title to and risk of loss of any Standby Parts or Removed
Parts will remain with Customer. Boeing will have only such
liability for Standby Parts and Removed Parts as a bailee for
mutual benefit would have, but will not be liable for loss of
use. For Replacement Parts, title will transfer to Customer at
the time such part is installed on the Training Aircraft.
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
October 10, 1997
2061-6
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Customer)
relating to Model 777 aircraft (the Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement 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]
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
[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-087
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Customer)
relating to Model 777-200IGW aircraft (the
Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement 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]
Boeing and Customer understand that certain information
contained in this Letter Agreement, including any attachments
hereto, are considered by both parties to be confidential.
Boeing and Customer 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
[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-088
Continental Airlines, Inc.
2929 Allen Parkway
Houston, TX 77019
Subject: [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Customer)
relating to Model 777-200IGW aircraft (the
Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used but not defined in this Letter
Agreement 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]
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
October 10,1997
6-1162-GOC-089
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Special Matters
Reference: Purchase Agreement No. 2061 (the Purchase
Agreement) between The Boeing Company (Boeing)
and Continental Airlines, Inc. (Customer)
relating to Model 777-200IGW aircraft (the
Aircraft)
Ladies and Gentlemen:
This Letter Agreement amends and supplements the Purchase
Agreement. All terms used and not defined in this Letter
Agreement shall have the same meaning as in the Purchase
Agreement.
1. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Option Aircraft Pricing.
2.1 Airframe Base Price. Notwithstanding the provisions
of Paragraph 2.2.3 of Letter Agreement 2061-1, the Airframe Price
for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Option Aircraft described in Letter
Agreement 2061-1 shall be [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for the
Aircraft presented in Table 1 to the Purchase Agreement.
2.2 Optional Features Prices. Notwithstanding the
provisions of Paragraph 2.2.1 of Letter Agreement 2061-1, the
Optional Features Prices for the [CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Option Aircraft
described in Letter Agreement 2061-1 [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Payment of Interest on Deferred Advance Payments.
4.1 Interest Rate for Firm Aircraft. Customer agrees to
pay interest on all amounts which are deferred pursuant to
Paragraph 3.1 of this Letter Agreement at [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
Such interest shall accrue from and include the date on which
such payments would have been due but for the execution of this
Letter Agreement to but excluding the date on which such amounts
are paid in full. Interest shall be due and payable on the first
business day of each calendar quarter and on the delivery date of
any Aircraft that had a deferred advance payment schedule.
(Note: the interest rate as determined above will be use for the
entire calendar quarter; e.g., the interest rate determined based
on [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].)
4.2 Interest Rate for Option Aircraft. Customer agrees
to pay interest on all amounts which are deferred pursuant to
Paragraph 3.2 of this Letter Agreement at [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.3 Delivery Delay Impact on Interest Calculations. If
the delivery of any Aircraft is delayed due to either an
excusable or a non-excusable delay, then interest on the deferred
advance payments in respect of such Aircraft will not accrue
during the time period from the last working day of the scheduled
delivery month to the day of delivery of the Aircraft. Payment
of any interest that has accrued prior to the start of the delay
but remains unpaid will be paid on the normal quarterly interest
payment schedule set forth in Paragraph 4.1 of this Letter
Agreement or on the delivery date of the Aircraft, whichever
comes first.
4.4 Boeing Invoice. Boeing shall submit to Customer,
not less than fifteen (15) days prior to the end of each quarter,
an invoice for interest accrued during each such quarter.
Customer's payment is due and payable to Boeing on the first
business day of the following month. Boeing's invoice will show
interest accrued during the quarter for each Aircraft for which
advance payments have been deferred. The invoice will also
include interest accrued on deferred advance payments with
respect to other aircraft in other purchase agreements between
Customer and Boeing.
5. Option Aircraft Deposits.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
6. Model Substitution.
6.1 Customer may elect to substitute other Model 777
aircraft then currently in production for the Aircraft subject to
(i) Boeing receiving Customer's written notice 15 months prior
the scheduled delivery month, (ii) Boeing production constraints,
and (iii) receipt of written concurrence from the engine
manufacturer acceptable to both Customer and Boeing.
6.2 Customer may elect to substitute Model 767 aircraft
then currently in production for the Aircraft subject to (i)
Boeing having an available position in the desired delivery
month, (ii) Boeing production constraints, (iii) the
configuration of the substitute aircraft having been established,
and (iv) receipt of acceptable written concurrence from the
engine manufacturer.
7. Aircraft Invoices.
Upon Customer request, at time of Aircraft delivery Boeing
agrees to provide a separate invoice addressed to the
owner/trustee of such Aircraft specifying the dollar amount to be
received at time of delivery. [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
8. Assignment of Credits.
Customer may not assign the credit memoranda described in
this Letter Agreement without Boeing's prior written consent
other than in circumstances where Boeing provides or arranges
lease equity financing to Customer in respect of an Aircraft.
9. Confidential Treatment.
Boeing and Customer understand that certain information
contained in this Letter Agreement, including any attachments
hereto, are considered by both parties to be confidential.
Boeing and Customer 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_____ _