EXHIBIT 10.17(a)
Supplemental Agreement No. 1
to
Purchase Agreement No. 2061
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of December 18,
1997, by and between THE BOEING COMPANY, a Delaware corporation
with its principal office in Seattle, Washington, (Boeing) and
CONTINENTAL AIRLINES, INC., a Delaware corporation with its
principal office in Houston, Texas (Customer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 2061 dated October 10, 1997, (the Purchase Agreement)
relating to Boeing Model 777-200IGW aircraft, (Aircraft); and
WHEREAS, Customer wishes to add to the Purchase Agreement
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft that deliver in [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]; and
WHEREAS, Boeing and Customer have mutually agreed to amend
the Purchase Agreement to incorporate the effect of these and
certain other changes;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Purchase
Agreement as follows:
1. Table of Contents:
Remove and replace, in its entirety, the "Table of
Contents", with the Table of Contents attached hereto, to reflect
the changes made by this Supplemental Agreement No. 1.
2. Table 1:
Remove and replace, in its entirety, "Table 1, Aircraft
Delivery, Description, Price and Advance Payments" with the
revised "Table 1, Aircraft Delivery, Description, Price and
Advance Payments", pages 1 and 2, attached hereto, to reflect the
revised delivery schedule for the Aircraft.
3. Letter Agreements:
Add Letter Agreement 6-1162-GOC-172, "Additional Matters",
to the Purchase Agreement to (i) confirm the [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] payment schedule for the Aircraft added by this
Supplemental Agreement No. 1, (ii) establish the interest rate
applicable to such [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] payments and (iii)
document that the [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft added by this
Supplemental Agreement No. 1 will replace [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Model 767-400ER aircraft contained in Purchase Agreement No.
2060.
The Purchase Agreement will be deemed to be supplemented to the
extent herein provided as of the date hereof and as so
supplemented will continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/Gunar O. Clem By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Revised By:
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table SA No. 1
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
LETTER AGREEMENTS Revised By:
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
CONFIDENTIAL LETTER AGREEMENTS Revised By:
[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
6-1162-GOC-172 Additional Matters SA No. 1
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 December 18, 1997
Table 1 to
Supplemental Agreement No. 1 to Purchase Agreement No. 2061
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTGW: 777-200IGW 580,000 Detail Specification: D019W004-A (2/29/96)
Engine Model: GE90-85B Price Base Year: Jul-95
Airframe Base Price:
Optional Features:
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:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
December 18, 1997
6-1162-GOC-172
Continental Airlines, Inc.
2929 Allen Parkway
Houston, Texas 77019
Subject: Additional 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] Payment Schedule.
Notwithstanding the Advance Payment Schedule contained in
Table 1 of the Purchase Agreement, Customer may pay advance
payments according to the following schedule for the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft added under Supplemental
Agreement No. 1 to the Purchase Agreement.
Due Date of Payment Amount Due per Aircraft
(Percentage times Advance
Payment Base Price)
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Payment of Interest on Deferred Advance Payments.
Customer agrees to pay interest on all amounts which are
deferred pursuant to Paragraph 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 [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. Customer's Right to Confirm.
Boeing agrees that Customer may cancel the exercise of the
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] Aircraft added under Supplemental
Agreement No. 1 to the Purchase Agreement by giving Boeing
written notice of such cancellation on or before January 2, 1998.
5. 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: December 18, 1997
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its___Vice President___________