Exhibit 10.3
Supplemental Agreement No. 15
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
February 18, 1999, by and between THE BOEING COMPANY, a Delaware
corporation with its principal office in Seattle, Washington,
(Boeing) and CONTINENTAL AIRLINES, INC., a Delaware corporation
with its principal office in Houston, Texas (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement
No. 1783 dated March 18, 1993 (the Agreement), as amended and
supplemented, relating to Boeing Model 757-200 aircraft (the
Aircraft); and
WHEREAS, Boeing and Buyer have agreed on a method for dealing
with delayed Aircraft to be delivered in 1999,and
WHEREAS, Boeing and Buyer have mutually agreed to amend the
Agreement to incorporate the effect of these and certain other
changes;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties agree to amend the Agreement as follows:
1. Table of Contents and Articles:
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. 15.
2. Letter Agreements:
Add new Letter Agreement 6-1162-DMH-680, "Delivery Delay
Resolution Program", attached hereto, to reflect the agreement
between Buyer and Boeing regarding delayed aircraft to be delivered
in 1999.
The Agreement will be deemed to be supplemented to the extent
herein provided as of the date hereof and as so supplemented will
continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first written above.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ D. M. Hurt By: /s/ Brian Davis
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Page Revised
By
ARTICLE 1. Subject Matter of Sale. . . . . . . 1-1 SA#12
ARTICLE 2. Delivery, Title and Risk of Loss. . 2-1 SA#12
ARTICLE 3. Price of Aircraft . . . . . . . . . 3-1 SA#12
ARTICLE 4. Taxes . . . . . . . . . . . . . . . 4-1
ARTICLE 5. Payment . . . . . . . . . . . . . . 5-1
ARTICLE 6. Excusable Delay . . . . . . . . . . 6-1
ARTICLE 7. Changes to the Detail Specification 7-1 SA#4
ARTICLE 8. Federal Aviation Requirements and
Certificates. . . . . . . . . . . 8-1
ARTICLE 9. Representatives, Inspection,
Flights and Test Data . . . . . . 9-1
ARTICLE 10. Assignment, Resale or Lease . . . . 10-1
ARTICLE 11. Termination for Certain Events. . . 11-1
ARTICLE 12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance . . . . . . . . . . 12-1
ARTICLE 13. Buyer Furnished Equipment and
Spare Parts . . . . . . . . . . . . 13-1 SA#2
ARTICLE 14. Contractual Notices and Requests. . 14-1
ARTICLE 15. Miscellaneous . . . . . . . . . . . 15-1
Schedule for Delivery of Model 757-224 Aircraft. SA#12
TABLE OF CONTENTS (Continued)
EXHIBITS
EXHIBIT A Aircraft Configuration. . . . . . . A-1 SA#8
EXHIBIT B Product Assurance Document. . . . . B-1 SA#2
EXHIBIT C Customer Support Document . . . . . C-1 SA#2
EXHIBIT D Price Adjustments Due to Economic
Fluctuations - Airframe and
Engines . . . . . . . . . . . . . D-1 SA#11
EXHIBIT E Buyer Furnished Equipment Provisions
Document. . . . . . . . . . . . . E-1 SA#4
EXHIBIT F Defined Terms Document. . . . . . . F-1 SA#2
LETTER AGREEMENTS
1783-1 Spare Parts Support SA#2
1783-2 Seller Purchased Equipment SA#2
1783-4 Waiver of Aircraft Demonstration SA#2
Flights
1783-5 Promotional Support SA#2
1783-6 Configuration Matters SA#2
1783-7 Price Adjustment on Rolls-Royce SA#2
Engines
1783-8 Spare Parts Provisioning SA#2
1783-9R1 Escalation Sharing SA#10
6-1162-WLJ-359 Aircraft Performance Guarantees SA#2
6-1162-WLJ-367R5 Disclosure of Confidential Info SA#9
6-1162-WLJ-369 Additional Considerations SA#2
6-1162-WLJ-372 Conditions Relating to SA#2
Purchase Agreement
TABLE OF CONTENTS (Continued)
6-1162-WLJ-380 Performance Guarantees, Demonstrated SA#2
Compliance
6-1162-WLJ-384 [CONFIDENTIAL MATERIAL OMITTED AND SA#2
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-WLJ-391R1 Special Purchase Agreement Provisions SA#4
6-1162-WLJ-393 [CONFIDENTIAL MATERIAL OMITTED AND SA#2
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-WLJ-405 Certain Additional Contractual SA#2
Matters
6-1162-WLJ-409 Satisfaction of Conditions Relating SA#2
to the Purchase Agreement
6-1162-WLJ-497 [CONFIDENTIAL MATERIAL OMITTED AND SA#3
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-RGP-946R1 Special Provisions Relating to SA#5
the Rescheduled Aircraft
6-1162-MMF-289R1 [CONFIDENTIAL MATERIAL OMITTED AND SA#10
FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-MMF-319 Special Provisions Relating to SA#7
the Rescheduled Aircraft
6-1162-GOC-132R1 Special Matters SA#14
6-1162-DMH-680 Delivery Delay Resolution Program SA#15
TABLE OF CONTENTS (Continued)
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 November 19, 1993
Supplemental Agreement No. 4 March 31, 1995
Supplemental Agreement No. 5 November 30, 1995
Supplemental Agreement No. 6 June 13, 1996
Supplemental Agreement No. 7 July 23, 1996
Supplemental Agreement No. 8 October 27, 1996
Supplemental Agreement No. 9 August 13, 1997
Supplemental Agreement No. 10 October 10, 1997
Supplemental Agreement No. 11 July 30, 1998
Supplemental Agreement No. 12 September 29,1998
Supplemental Agreement No. 13 November 16, 1998
Supplemental Agreement No. 14 December 17,1998
Supplemental Agreement No. 15 February 18,1999
February 18, 1999
6-1162-DMH-680
Continental Airlines, Inc.
1600 Smith Street
Houston, TX 77002
Subject: Delivery Delay Resolution Program
Reference: (a) Purchase Agreement No. 1951 between The Boeing
Company (Boeing) and Continental Airlines, Inc.
(Customer) relating to Model 737 aircraft
(b) Purchase Agreement No. 1783 between Boeing and
Customer relating to Model 757 aircraft
(c) Letter Agreement 6-1162-DMH-678 dated December
29, 1998, Subject: 1998 Delivery Delay Settlement
Ladies and Gentlemen:
This Letter Agreement amends and supplements the above reference
(a) and (b) Purchase Agreements (the Agreements). All terms used
but not defined in this Letter Agreement have the same meaning as
in the Agreements.
1. Revised Delivery of Aircraft.
Boeing has found it necessary to reschedule the delivery
month of certain Aircraft ( the Delayed Aircraft) as set forth
below:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
Boeing shall deliver each Delayed Aircraft in accordance with the
terms of the Agreements during or before the Revised Schedule Month
specified above. The calendar interval between the original
schedule and revised schedule described above is the "Delay
Period."
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Aircraft Purchase Price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
3. Advance Payments Adjustments for Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
4. Monetary Adjustment for Delivery Delay.
Boeing will pay to Customer on the date of delivery the
settlement amount calculated from the table provided in Attachment
A hereto for each day of delay, beginning with the first day of the
month following the Original Scheduled Month to and including the
day prior to the date for delivery of each such Delayed Aircraft.
The settlement amount, so calculated, will be provided to Customer
in the form of a credit memorandum, which amount may be used for
Boeing goods and services or may be applied against the purchase
price of the Delayed Aircraft.
5. Purchase Agreement Revision.
Except as specifically set forth in this Letter Agreement, the
rights and obligations of the parties under the terms and
conditions of the Agreements, including the provisions of Article
6, Excusable Delay, remain in full force and effect.
6. EXCLUSIVE REMEDY.
THE OBLIGATIONS OF BOEING EXPRESSLY SET FORTH IN THIS LETTER
AGREEMENT ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND CUSTOMER
HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF
CUSTOMER AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR
OTHERWISE WITH RESPECT TO THE DELAY IN DELIVERY OF THE DELAYED
AIRCRAFT. BOEING'S PERFORMANCE OF ITS OBLIGATIONS HEREUNDER SHALL
CONSTITUTE FULL AND FINAL SETTLEMENT AND SATISFACTION OF ALL CLAIMS
OR CAUSES OF ACTION OF CUSTOMER AGAINST BOEING RELATING TO THE
DELAY IN DELIVERY OF THE DELAYED AIRCRAFT AND WILL BE REFLECTED IN
A REDUCED INVOICE AMOUNT OR A CREDIT MEMORANDUM.
7. Confidential Treatment. Customer understands that certain
commercial and financial information contained in this Letter
Agreement and the attachments hereto are considered by Boeing as
confidential. Customer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose
this Letter Agreement or any information contained herein to any
other person or entity except to the extent required by law or
governmental regulation.
Very truly yours,
THE BOEING COMPANY
By /s/ D. M. Hurt
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: February 18, 1999
CONTINENTAL AIRLINES, INC.
By /s/ Brian Davis
Its Vice President
Attachment A to
Letter Agreement No. 6-1162-DMH-680
COMPENSATION TABLE
The following table identifies the daily amount Boeing is required
to pay in settlement to compensation Customer for the delayed
delivery.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]