Exhibit 10.7
Supplemental Agreement No. 4
to
Purchase Agreement No. 1785
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 777-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of July 23,
1996 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, as amended and supplemented,
relating to Boeing Model 777-224 aircraft (the Agreement); and
WHEREAS, Boeing has offered to reschedule delivery of
aircraft (Rescheduled Aircraft), currently scheduled to deliver
to Buyer starting in 1999, to 2002 under the Agreement, in
consideration of Buyer's execution of Purchase Agreement No.
1951, relating to the purchase by Buyer of Boeing Model
737-700/-800 Aircraft;
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:
1.1 Remove and replace, in its entirety, the Table of
Contents with a new Table of Contents (attached hereto) to
reflect amendment of the Agreement.
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate the delivery schedule for the Rescheduled
Aircraft.
1.3 Remove and replace, in its entirety, Article 3, Price of
Aircraft, with new Article 3 (attached hereto) to incorporate
revised Advance Payment Base Prices for the Rescheduled Aircraft.
1.4 Remove and replace, in its entirety, the Schedule for
Delivery of Model 777-224 Aircraft following Article 15, with a
new schedule (attached hereto) to incorporate the Rescheduled
Aircraft.
2. Letter Agreements.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Add revised Letter Agreement 6-1162-WLJ-353R2,
Disclosure of Confidential Information, which incorporates
certain letter agreements into this Letter Agreement.
The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxxx Fix By: /s/ Xxxxx Xxxxx
Its: Attorney-In-Fact Its: Vice President
TABLE OF CONTENTS
ARTICLES Page Rev. By
ARTICLE 1. Subject Matter of Sale. . . . . . . . . . 1-1 SA#2
ARTICLE 2. Delivery, Title and Risk of Loss. . . . . 2-1 SA#4
ARTICLE 3. Price of Aircraft . . . . . . . . . . . . 3-1 SA#4
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#3
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
EXHIBITS
EXHIBIT A Aircraft Configuration. . . . . . . . . . A-1 SA#2
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 . . . . D-1 SA#3
Fluctuations - Airframe and Engines
EXHIBIT E Buyer Furnished Equipment . . . . . . . . X-0 XX#0
Document
EXHIBIT F Defined Terms Document. . . . . . . . . . F-1 SA#2
LETTER AGREEMENTS
1785-1 Spare Parts Support . . . . . . . . . . . SA#2
1785-2 Seller Purchased Equipment. . . . . . . . SA#2
1785-4 Waiver of Aircraft Demonstration. . . . . SA#2
Flights
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1785-6 Configuration Matters . . . . . . . . . . SA#2
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1785-8 Spare Parts Provisioning. . . . . . . . . SA#2
6-1162-WLJ-353R2 Disclosure of Confidential . . . . SA#4
Information
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
SUPPLEMENTAL AGREEMENTS Dated as of:
Supplemental Agreement No. 1 April 29, 1993
Supplemental Agreement No. 2 November 4, 1993
Supplemental Agreement No. 3 March 31, 1995
Supplemental Agreement No. 4 July 23, 1996
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to Buyer
by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the following schedule:
Month and Year
of Delivery Quantity of Aircraft
Block A Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2.2 Notice of Target Delivery Date. Boeing will give Buyer
notice of the Target Delivery Date of the Aircraft approximately
30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at least
7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all
costs incurred by Boeing as a result of such delay, including
amounts for storage, insurance, Taxes, preservation or protection
of the Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at a
facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of an
Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Documents of Title. Upon delivery of and payment for each
Aircraft, Boeing shall deliver to Buyer a xxxx of sale duly
conveying to Buyer good title to such Aircraft free and clear of
all liens, claims, charges and encumbrances of every kind
whatsoever, and such other appropriate documents of title as
Buyer may reasonably request.
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in Exhibit
A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic Price
excluding the price of Special Features and Engines.
3.1.3 Engine Price is the price established by the Engine
manufacturer for the Engines installed on the Aircraft including
all accessories, equipment and parts set forth in Exhibit D.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment to the
Aircraft Basic Price (Base Airframe, Engine and Special Features)
as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is to pay
for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price published
by Boeing for the same model of aircraft to be delivered in the
same general time period as the affected Aircraft and is used to
establish the Base Airframe Price when the Base Airframe Price
was not established at the time of execution of this Agreement.
3.2 Aircraft Basic Price.
3.2.1 Block A Aircraft. The Aircraft Basic Price of the
Block A Aircraft, expressed in July 1992 dollars, is set forth
below:
Base Airframe Price: [CONFIDENTIAL MATTER OMITTED
Special Features AND FILED SEPARATELY WITH THE
Engine Price SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
Block A Aircraft REQUEST FOR CONFIDENTIAL
Basic Price TREATMENT.]
3.3 Aircraft Price.
3.3.1 Block A Aircraft. The Aircraft Price of the Block
A Aircraft will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, as determined in
accordance with this Article; plus
3.3.2 the Economic Price Adjustments for the Aircraft
Basic Price, as calculated pursuant to the formulas set forth in
Exhibit D (Price Adjustment Due to Economic Fluctuations -
Airframe and Engine); plus
3.3.3 such price adjustments for changes to the
escalation formula applicable to the Airframe and Engines made
pursuant to this Article; plus
3.3.5 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and
Buyer.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3.6.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36
months or more after the date of this Agreement, the Advance
Payment Base Prices appearing in Article 3.4.1 will be used to
determine the amount of the first advance payment to be made by
Buyer on the Aircraft. No later than 25 months before the
scheduled month of delivery of the first Aircraft scheduled for
delivery in a calendar year (First Aircraft), Boeing will
increase or decrease the Advance Payment Base Price of the First
Aircraft and all Aircraft scheduled for delivery after the First
Aircraft as required to reflect the effects of (i) any
adjustments in the Aircraft Price pursuant to this Agreement and
(ii) the then-current forecasted escalation factors used by
Boeing. Boeing will provide the adjusted Advance Payment Base
Prices for each affected Aircraft to Buyer, and the advance
payment schedule will be considered amended to substitute such
adjusted Advance Payment Base Prices.
Schedule of Delivery of Model 777-224 Aircraft
Cont Cont Tab Reg Eng1 Eng2 Delivery
A/C # Dlvy Blk MSN Blk No. S/N S/N Date
1 8/02 A01 27577
2 9/02 A02 27578
3 3/03 A03 27579
4 4/03 A04 27580
5 8/03 A05 27581
6-1162-MMF-319
July 23, 1996
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-MMF-319 to
Purchase Agreement No. 1951 -
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and Continental Airlines, Inc. (Buyer) relating to Model
737-724/-824 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Confidential Treatment.
Boeing and Buyer understand that certain commercial and
financial information contained in this Letter Agreement,
including any attachments hereto, are considered by both parties
to be confidential. Boeing and Buyer further 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 provided in Letter Agreement
6-1162-MMF-308.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxxx Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxx Xxxxx
Its Vice President
6-1162-WLJ-353R2
July 23, 1996
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject: Letter Agreement No. 6-1162-WLJ-353R2 to
Purchase Agreement No. 1785 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1785 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 777-224 Aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-353R1 is cancelled and superseded.
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Boeing and Buyer each understand that certain commercial and
financial information contained in the documents listed below
(Confidential Documents) is considered by the other party to be
confidential.
2. Boeing and Buyer agree that each party will treat the
Confidential Documents and the information contained therein as
confidential and will not, without the other party's prior
written consent, disclose such Confidential Documents or any
information contained therein to any other person or entity
except as may be required by (i) applicable law or governmental
regulations; or (ii) for financing the Aircraft in accordance
with the provisions of Article 10 of the Agreement.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer or Boeing, as applicable, will request and use its best
reasonable efforts to obtain confidential treatment of such
Confidential Documents and the information contained therein.
Boeing and Buyer agree to cooperate with each other in making and
supporting any such request for confidential treatment.
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-WLJ-353R2.
2. Letter Agreement No. 6-1162-WLJ-354.
3. Letter Agreement No. 6-1162-WLJ-355R1.
4. Letter Agreement No. 6-1162-WLJ-356.
5. Letter Agreement No. 6-1162-WLJ-357R1.
6. Letter Agreement No. 6-1162-WLJ-358.
7. Letter Agreement No. 6-11162-WLJ-382.
8. Letter Agreement No. 6-1162-WLJ-386.
9. Letter Agreement No. 6-1162-WLJ-388.
10. Letter Agreement No. 6-1162-WLJ-395.
11. Letter Agreement No. 6-1162-WLJ-407.
12. Letter Agreement No. 6-1162-WLJ-409.
13. Letter Agreement No. 6-1162-WLJ-497R1.
14. Letter Agreement No. 6-1162-RGP-945.
15. Letter Agreement No. 6-1162-RGP-946.
16. Letter Agreement No. 6-1162-MMF-319.
If the foregoing accurately reflects your understanding of the
matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ M. Xxxxxx Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: July 23, 1996
CONTINENTAL AIRLINES, INC.
by /s/ Xxxxx Xxxxx
Its Vice President
