Supplemental Agreement No. 39 to Purchase Agreement No. 1951 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft THIS SUPPLEMENTAL AGREEMENT, entered into as of August 3, 2006, by and between THE BOEING...
EXHIBIT 10.4
Supplemental Agreement No. 39
to
Purchase Agreement No. 1951
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 737 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of
August 3, 2006, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);
WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement), as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700, 737-800, 737-900 and 737-900ER aircraft (the Aircraft);
WHEREAS, Buyer to wishes purchase the 737-900ER Aircraft; thus Boeing and Buyer agree to add this Aircraft model type to the Agreement;
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
WHEREAS, Buyer wishes to exercise [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
WHEREAS, Boeing agrees to provide to Buyer certain training and promotional elements in support of Buyers introduction of the 737-900ER Aircraft; and
WHEREAS, as Boeing no longer manufactures the 737-900 Aircraft, the 737-900 Aircraft shall no longer be available for Buyer to purchase under the Agreement.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:
1.Table of Contents, Articles, Tables and Exhibits:
1.1Remove 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. 39.
1.2Remove and replace, in its entirety, Article 1 "Subject Matter of Sale", with the Article 1 attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
1.3Remove and replace, in its entirety, Article 3 "Price of Aircraft", with the Article 3 attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
1.4Remove and replace, in its entirety, Article 7 "Changes to the Detail Specification", with the Article 7 attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
1.5Remove and replace, in its entirety, Article 8 "Federal Aviation Requirements and Certificates and Export License", with the Article 8 attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
1.6Remove and replace, in its entirety, Article 14 "Contractual Notices and Requests", with the Article 14 attached hereto.
1.7Remove and replace, in its entirety, page T-2-2 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with the revised page T-2-2 of Table 1 attached hereto.
1.8Remove and replace, in its entirety, pages T-2-3 and T-2-4 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with the revised pages T-2-3 and T-2-4of Table 1 attached hereto.
1.9Remove and replace, in its entirety, pages T-3-4 and T-3-5 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-800 Aircraft", with the revised page T-3-4 of Table 1 attached hereto. Page T-3-5 is deleted as all related aircraft are now listed on page T-3-4.
1.10Remove and replace, in its entirety, page T-5-2 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-900 Aircraft", with the revised page T-5-2 of Table 1 attached hereto.
1.11Add page T-6-1 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft", attached hereto.
1.12Add Exhibit A-9, "Aircraft Configuration - Model 737-900ER", to reflect 2005 base pricing for Aircraft.
1.13Remove and replace, in its entirety, Exhibit C1 entitled the "Customer Support Document - Code Three - Minor Model Differences", with the revised Exhibit C1 attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
1.14Remove and replace, in its entirety, Exhibit E entitled the "Buyer Furnished Equipment Provisions Document", with the revised Exhibit E attached hereto, to reflect the changes made by this Supplemental Agreement No. 39 for inclusion of the 737-900ER Aircraft.
2.Letter Agreements:
2.1Remove and replace, in its entirety, Letter Agreement 1951-2R3, "Seller Purchased Equipment", with the revised Letter Agreement 1951-2R4 attached hereto.
2.2Remove and replace, in its entirety, Letter Agreement 1951-5R2 "Promotional Support - Next Generation Aircraft", with the revised Letter Agreement 1951-5R3 attached hereto.
2.3Add Letter Agreement 1951-15 "Configuration Matters -Generation Aircraft (1995 Base Price Model 737-924ER", attached hereto.
2.4Remove and replace, in its entirety, Letter Agreement 6-1162-MMF-308R3 "Disclosure of Confidential Information", with the revised Letter Agreement 6-1162-MMF-308R4 attached hereto.
2.5Remove and replace, in its entirety, Letter Agreement 6-1162-MMF-311R4 "Lease of Additional Gross Weight for Model 737 Aircraft", with the revised Letter Agreement 6-1162-MMF-311R5 attached hereto.
2.6Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R5 "Special Matters", with the revised Letter Agreement 6-1162-GOC-131R6 attached hereto.
2.7Add Letter Agreement 6-1162-MSA-768 "Performance Guarantees - Model 737-924ER Aircraft", attached hereto.
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 COMPANYContinental Airlines, Inc.
By: /s/Xxxxxxx X. AndersonBy: /s/ Xxxxxx Xxxxxxxx
Its: Attorney-In-Fact Its: Senior Vice President --
Finance and Treasurer
TABLE OF CONTENTS
PageSA
NumberNumber
ARTICLES
1.Subject Matter of Sale1-1SA 39
0.Xxxxxxxx, Title and Risk of Loss2-1
3.Price of Aircraft3-1SA 39
4.Taxes4-1
5.Payment5-1
6.Excusable Delay6-1
7.Changes to the Detail Specification7-1SA 39
8.Federal Aviation Requirements and Certificates and Export License8-1SA 39
9.Representatives, Inspection, Flights and Test Data9-1
10.Assignment, Resale or Lease10-1
11.Termination for Certain Events11-1
12.Product Assurance; Disclaimer and Release;
Exclusion of Liabilities; Customer Support;
Indemnification and Insurance12-1
13.Buyer Furnished Equipment and Spare Parts13-1
14.Contractual Notices and Requests14-1SA 17
15.Miscellaneous15-1
TABLE OF CONTENTS
PageSA
NumberNumber
TABLES
1.Aircraft Deliveries and Descriptions - 737-500T-1SA 3
Aircraft Deliveries and Descriptions - 737-700T-2SA 39
Aircraft Deliveries and Descriptions - 737-800T-3SA 39
Aircraft Deliveries and Descriptions - 737-600T-4SA 4
Aircraft Deliveries and Descriptions - 737-900T-5SA 39
Aircraft Deliveries and Descriptions - 737-900ERT-6SA 39
EXHIBITS
A-1Aircraft Configuration - Model 737-724
(Aircraft delivering through July 2004)SA 26
A-2Aircraft Configuration - Model 737-824
(Aircraft delivering through July 2004)SA 26
A-3Aircraft Configuration - Model 737-624SA 1
A-4Aircraft Configuration - Model 737-524SA 3
A-5Aircraft Configuration - Model 737-924
(Aircraft delivering through July 2004)SA 26
A-6Aircraft Configuration - Model 737-724
(Aircraft delivering in or after
August 2004)SA 31
A-7Aircraft Configuration - Model 737-824
Aircraft delivering in or after
August 2004)SA 31
TABLE OF CONTENTS
SA
Number
EXHIBITS (continued)
A-8Aircraft Configuration - Model 737-924
Aircraft delivering in or after
August 2004)SA 31
A-9Aircraft Configuration - Model 737-924ERSA 39
BProduct Assurance DocumentSA 1
CCustomer Support Document - Code Two - Major Model DifferencesSA 1
C1Customer Support Document - Code Three -
Minor Model DifferencesSA 39
DAircraft Price Adjustments - New Generation Aircraft (1995 Base Price -
Aircraft delivering through July 2004)SA 1
D1Airframe and Engine Price Adjustments -
Current Generation AircraftSA 1
D2Aircraft Price Adjustments - New Generation Aircraft (1997 Base Price - Aircraft
delivering through July 2004)SA 5
D3Aircraft Price Adjustments - New Generation Aircraft (July 2003 Base Price -
Aircraft delivering in or after August 2004)SA 31
EBuyer Furnished Equipment Provisions DocumentSA 39
FDefined Terms DocumentSA 5
TABLE OF CONTENTS
SA
Number
LETTER AGREEMENTS
1951-1Not Used
1951-2R4Seller Purchased EquipmentSA 39
1951-3R22Option Aircraft-Model 737-824 AircraftSA 38
1951-4R1Waiver of Aircraft DemonstrationSA 1
1951-5R3Promotional Support - New Generation
AircraftSA 39
1951-6Configuration Matters
1951-7R1Spares Initial ProvisioningSA 1
1951-8R2Escalation Sharing - New Generation AircraftSA 4
1951-9R18Option Aircraft-Model 737-724 AircraftSA 38
1951-11R1Escalation Sharing-Current Generation AircraftSA 4
1951-12R7Option Aircraft - Model 737-924 Aircraft SA 32
1951-13Configuration Matters - Model 737-924 SA 5
- Installation of Cabin Systems Equipment
737-924SA 22
1951-15Configuration Matters - Model 737-924ER SA 39
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
6-1162-MMF-295Performance Guarantees - Model
737-724 Aircraft
6-1162-MMF-296Performance Guarantees - Model
737-824 Aircraft
6-1162-MMF-308R4Disclosure of Confidential
InformationSA 39
6-1162-MMF-309R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 1
6-1162-MMF-311R5[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 39
6-1162-MMF-312R1Special Purchase Agreement
ProvisionsSA 1
6-1162-MMF-319Special Provisions Relating to the
Rescheduled Aircraft
6-1162-MMF-378R1Performance Guarantees - Model
737-524 AircraftSA 3
6-1162-GOC-015R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 31
6-1162-GOC-131R6Special MattersSA 39
6-1162-DMH-365Performance Guarantees - Model
737-924 AircraftSA 5
6-1162-DMH-624[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 8
6-1162-DMH-680Delivery Delay Resolution ProgramSA 9
6-1162-DMH-1020[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 14
6-1162-DMH-1035[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 15
6-1162-DMH-1054[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] SA 16
6-1162-CHL-048Rescheduled Aircraft AgreementSA 26
6-1162-CHL-195Restructure Agreement for Model
737NG and 757-300 Aircraft SA 30
6-1162-MSA-768Performance Guarantees - Model
737-924ER AircraftSA 39
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTSDATED AS OF:
Supplemental Agreement No. 1October 10, 1996
Supplemental Agreement No. 2March 5, 1997
Supplemental Agreement No. 3July 17, 1997
Supplemental Agreement No. 4October 10, 1997
Supplemental Agreement No. 5May 21, 1998
Supplemental Agreement No. 6July 30, 1998
Supplemental Agreement No. 7November 12, 1998
Supplemental Agreement No. 8December 7, 1998
Supplemental Agreement No. 9February 18, 1999
Supplemental Agreement No. 10March 19, 1999
Supplemental Agreement No. 11May 14, 1999
Supplemental Agreement No. 12July 2, 1999
Supplemental Agreement No. 13October13, 1999
Supplemental Agreement No. 14December 13, 1999
Supplemental Agreement No. 15January 13, 2000
Supplemental Agreement No. 16March 17, 2000
Supplemental Agreement No. 17May 16, 2000
Supplemental Agreement No. 18September 11, 2000
Supplemental Agreement No. 19October 31, 2000
Supplemental Agreement No. 20December 21, 2000
Supplemental Agreement No. 21March 30, 2001
TABLE OF CONTENTS
SUPPLEMENTAL AGREEMENTSDATED AS OF:
Supplemental Agreement No. 22May 23, 2001
Supplemental Agreement No. 23June 29, 2001
Supplemental Agreement No. 24August 31, 2001
Supplemental Agreement No. 25December 31, 2001
Supplemental Agreement No. 26March 20, 2002
Supplemental Agreement No. 27November 6, 2002
Supplemental Agreement No. 28April 1, 2003
Supplemental Agreement No. 29August 19, 2003
Supplemental Agreement No. 30November 4, 2003
Supplemental Agreement No. 31August 20, 2004
Supplemental Agreement No. 32December 29, 2004
Supplemental Agreement No. 33December 29, 2004
Supplemental Agreement No. 34June 22, 2005
Supplemental Agreement No. 35June 30, 2005
Supplemental Agreement No. 36July 21, 2005
Supplemental Agreement No. 37March 30, 2006
Supplemental Agreement Xx. 00Xxxx 0, 0000
Xxxxxxxxxxxx Xxxxxxxxx Xx. 00Xxxxxx 0, 0000
ARTICLE 1.Subject Matter of Sale.
1.1The Aircraft. Boeing will manufacture and deliver to Buyer and Buyer will purchase and accept delivery from Boeing the Model 737 aircraft (the Aircraft) described below in the quantities of the model types shown in Table 1, Aircraft Deliveries and Descriptions for Model 737 Aircraft, to this Agreement and manufactured in accordance with the detail specifications identified below (Detail Specification).
1.1.1Current Generation Aircraft.
Model 737-524 Aircraft (the Current Generation Aircraft) which will be manufactured in accordance with the Boeing detail specification as described in Exhibit A-4, and as modified from time to time in accordance with this Agreement.
1.1.2Next Generation Aircraft.
Model 737-724, Model 737-824, Model 737-624, Model 737-924 and Model 737-924ER Aircraft (the Next Generation Aircraft) which will be manufactured in accordance with the Boeing detail specifications described in Exhibits X-0, X-0, X-0 ,X-0, X-0, X-0, A-8 and A-9, respectively, and as modified from time to time in accordance with this Agreement.
1.2Additional Goods and Services. In connection with the sale of the Aircraft, Boeing will also provide to Buyer certain other things under this Agreement, including data, documents, training and services, all as described in this Agreement.
1.3Performance Guarantees. Any performance guarantees applicable to the Aircraft will be expressly included in this Agreement. Where performance guarantees are included in this Agreement other than within the Detail Specification, such guarantees will be treated as being incorporated in the Detail Specification by this reference.
1.4Defined Terms. For ease of use, certain terms are treated as defined terms in this Agreement. Such terms are identified with a capital letter and set forth and/or defined in Exhibit F.
3.1Definitions.
3.1.1Current Generation Aircraft.
3.1.1.1Special Features are the features listed in Exhibit A-4 which Buyer has selected for incorporation in Current Generation Aircraft.
3.1.1.2Base Airframe Price is the Aircraft Basic Price excluding the price of Special Features and Engines.
3.1.1.3Engine Price is the price established by the Engine manufacturer for the Engines installed on the Aircraft including all accessories, equipment and parts set forth in Exhibit D-1.
3.1.1.4Aircraft Basic Price is comprised of the Base Airframe Price, the Engine Price and the price of the Special Features.
3.1.1.5Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airframe, Engine and Special Features) as calculated pursuant to Exhibit D-1.
3.1.1.6Base Airplane Price is the Aircraft Basic Price excluding the price of Special Features, but including Engines.
3.1.2Next Generation Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.1.2.1Special Features are the features listed in Exhibits X-0, X-0, X-0, and A-5, which Buyer has selected for incorporation in Next Generation Aircraft.
3.1.2.2Base Airplane Price is the Aircraft Basic Price excluding the price of Special Features, but including Engines.
3.1.2.3Aircraft Basic Price is comprised of the Base Airplane Price and the price of the Special Features.
3.1.2.4Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airplane and Special Features) as calculated pursuant to Exhibit D for Aircraft expressed in July 1995 dollars and Exhibit D-2 for Aircraft expressed in July 1997 dollars.
3.1.3Next Generation Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.1.3.1Special Features are the features listed in Exhibits X-0, X-0, X-0 and A-9, which Buyer has selected for incorporation in Next Generation Aircraft.
3.1.3.2Base Airplane Price is the Aircraft Basic Price excluding the price of Special Features, but including Engines.
3.1.3.3Aircraft Basic Price is comprised of the Base Airplane Price and the price of the Special Features.
3.1.3.4Economic Price Adjustment is the adjustment to the Aircraft Basic Price (Base Airplane and Special Features) as calculated pursuant to Exhibit D-3 for Aircraft expressed in July 2003 dollars, except for 737-924ER Aircraft that are expressed in 2005 dollars.
3.2Aircraft Basic Price.
3.2.1Current Generation Aircraft:
3.2.1.1Model 737-524 Aircraft.
The Aircraft Basic Price of each 737-524 Aircraft, expressed in July 1995 dollars, is set forth below:
Base Airframe Price:[CONFIDENTIAL MATERIAL OMITTED
Special FeaturesAND FILED SEPARATELY WITH THE
Engine PriceSECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A
Aircraft Basic PriceREQUEST FOR CONFIDENTIAL
TREATMENT]
3.2.2Next Generation Aircraft[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.2.2.1Model 737-624 Aircraft.
The Aircraft Basic Price of each 737-624 Aircraft, expressed in July 1995 dollars, is set forth below:
Base Airplane Price:[CONFIDENTIAL MATERIAL OMITTED
Special FeaturesAND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE
Aircraft Basic PriceCOMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL
TREATMENT]
Special Features$ 1,350,000
Aircraft Basic Price$29,327,000
3.2.2.2Model 737-724 Aircraft.
The Aircraft Basic Price of each 737-724 Aircraft, expressed in July 1995 dollars, is set forth in Table 1 page T-2-1.
3.2.2.3Model 737-824 Aircraft.
The Aircraft Basic Price of each 737-824 Aircraft, expressed in July 1995 dollars, is set forth in Table 1 pages T-3-1, T-3-2 and T-3-3.
3.2.2.4Model 737-924 Aircraft.
The Aircraft Basic Price of each 737-924 Aircraft, expressed in July 1997 dollars, is set forth in Table 1 page T-5-1.
3.2.3Next Generation Aircraft[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.2.3.1Model 737-724 Aircraft.
The Aircraft Basic Price of each 737-724 Aircraft, expressed in July 2003 dollars, is set forth in Table 1 page T-2-2, T-2-3 and T-2-4.
3.2.3.2Model 737-824 Aircraft.
The Aircraft Basic Price of each 737-824 Aircraft, expressed in July 2003 dollars, is set forth in Table 1 pages T-3-4.
3.2.2.4Model 737-924ER Aircraft.
The Aircraft Basic Price of each 737-924 Aircraft, expressed in 2005 dollars, is set forth in Table 1 page T-6-1.
3.3Aircraft Price. The total amount that Buyer is to pay for the Aircraft at the time of delivery (Aircraft Price) will be established at the time of delivery of such Aircraft to Buyer and will be the sum of:
3.3.1the Aircraft Basic Price, set forth in Table 1; plus
3.3.2the Economic Price Adjustments for the Aircraft Basic Price, as calculated pursuant to the formulas set forth in Exhibits D or D-1 or D-2 or D3, as applicable; plus
3.3.3other price adjustments made pursuant to this Agreement or other written agreements executed by Boeing and Buyer.
3.4Advance Payment Base Price.
3.4.1Advance Payment Base Price. For advance payment purposes, the estimated delivery prices of the Aircraft have been established, using currently available forecasts of the escalation factors used by Boeing as of the date of signing this Agreement. The Advance Payment Base Price of each Aircraft is set forth in Table 1.
3.4.2Adjustment of Advance Payment Base Prices - Long-Lead Aircraft. For Aircraft scheduled for delivery 36 months or more after the date of this Agreement, the Advance Payment Base Prices appearing in Article 3.4.1 will be used to determine the amount of the first advance payment to be made by Buyer on the Aircraft. No later than 25 months before the scheduled month of delivery of each affected Aircraft, Boeing will increase or decrease the Advance Payment Base Price of such Aircraft as required to reflect the effects of (i) any adjustments in the Aircraft Basic Price pursuant to this Agreement and (ii) the then-current forecasted escalation factors used by Boeing. Boeing will provide the adjusted Advance Payment Base Prices for each affected Aircraft to Buyer, and the advance payment schedule will be considered amended to substitute such adjusted Advance Payment Base Prices.
ARTICLE 7.Changes to the Detail Specification.
7.1Development Changes. Boeing may, at its own expense and without Buyer's consent, incorporate Development Changes in the Detail Specification and the Aircraft prior to delivery to Buyer. Development Changes are defined as changes to the basic specification for Model 737-500/-600/-700/-800/-900/-900ER aircraft that do not affect the Aircraft Purchase Price or adversely affect Aircraft delivery, guaranteed weight, guaranteed performance or compliance with the interchangeability or replaceability requirements set forth in the Detail Specification. If Boeing makes changes Pursuant to this paragraph, Boeing will promptly notify Buyer of such changes.
ARTICLE 8.Federal Aviation Requirements and Certificates.
8.1FAA Certificates.
8.1.1Boeing will obtain from the Federal Aviation Administration (FAA):
8.1.1.1 a Type Certificate (transport category) issued pursuant to Part 21 of the Federal Aviation Regulations for the type of aircraft covered by this Agreement, and
8.1.1.2 a Standard Airworthiness Certificate for each Aircraft issued pursuant to Part 21 of the Federal Aviation Regulations, which will be provided to Buyer with delivery of the Aircraft.
8.1.2Boeing will not be obligated to obtain any other certificates or approvals for the Aircraft.
8.1.3If the use of either FAA certificate is discontinued prior to delivery of an Aircraft, references in this Agreement to such discontinued certificate will be deemed references to its superseding FAA certificate. If the FAA does not issue a superseding certificate, Boeing's only obligation under this paragraph will be to comply with the Detail Specification.
8.2FAA Manufacturer Changes.
8.2.1If the FAA, or any other governmental agency having jurisdiction, requires any change to the Aircraft, data relating to the Aircraft, or testing of the Aircraft in order to obtain the Standard Airworthiness Certificate (Manufacturer Change), such Manufacturer Change will be made prior to delivery of such Aircraft.
8.2.2If prior to Aircraft delivery a Manufacturer Change is required to be incorporated in an Aircraft, it will be incorporated [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
8.3FAA Operator Changes.
8.3.1Boeing will deliver each Aircraft with the changes in equipment incorporated (or, at Boeing's sole discretion, with suitable provisions for the incorporation of such equipment) that is required by Federal Aviation Regulations which (i) are generally applicable with respect to transport category aircraft to be used in United States certified air carriage and (ii) have to be complied with on or before the date of delivery of such Aircraft (Operator Changes).
8.3.2If Operator Changes are incorporated in an Aircraft, Buyer will pay Boeing's charge applicable to such Aircraft.
8.4Delays; Changes to this Agreement. If delivery of an Aircraft is delayed due to the incorporation of a Manufacturer Change or an Operator Change, the delivery of the Aircraft will be appropriately revised to reflect such delay. This Agreement will also be revised to reflect appropriate changes in the Aircraft Price, design, performance, weight and balance due to the incorporation of a Manufacturer Change or an Operator Change.
ARTICLE 14.Contractual Notices and Requests.
All notices and requests relating to this Agreement will be in English, and may be transmitted by any customary means of written communication addressed as follows:
Buyer:Continental Airlines, Inc.
0000 Xxxxx Xxxxxx XXXXX
Xxxxxxx, XX 00000
Attention:Sr. V.P. Finance & Treasurer
Boeing:Boeing Commercial Airplane Group X.X. Xxx 0000 Xxxxxxx, Xxxxxxxxxx 00000-0000 X.X.X.
Attention:Vice President - Contracts
Mail Stop 21-34
or to such other address as specified elsewhere herein or as otherwise directed in writing by either party. The effective date of any such notice or request will be the date on which it is received by the addressee.
Table 1 to Purchase Agreement 1951
Aircraft Deliveries and Descriptions
Model 737-700 Aircraft
[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-9 to Purchase Agreement Number 1951
(737-924ER Aircraft)
AIRCRAFT CONFIGURATION
Dated August 3, 2006
relating to
BOEING MODEL 737-924ER AIRCRAFT
Exhibit A-9
The Aircraft Basic Price in Table 1 page T-6-1 was established utilizing the Boeing Specification D019A00, Revision J, dated June 21, 2006, and features of:
- Engines CFM56-7B26
- Features and change of last 737-924 delivered
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
- following letter 6-1162-MSA-766 Attachment 1 features:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
NOTE: With respect to the Galley and Lav. (balance of listed items in the Attachment 1), Buyer has opportunity to alter the selection up to Final Configuration. As such, the Galley and Lav. pricing is based on 737-924 delivered Aircraft YD612, and is subject to change based on Final Configuration.
- Maximum Landing Weight (MLW) - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
- Maximum Zero Fuel Weight (MZFW) - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
The content of this Exhibit A-9 will be defined pursuant to the provisions of Letter Agreement 1951-15, Configuration Matters, to the Purchase Agreement.
Aircraft Basic Price does not include the price effects of any Buyer Furnished Equipment (BFE), Seller Purchased Equipment (SPE) or Inflight Entertainment/Cabin Communications Systems (IFE/CCS) Equipment.
CUSTOMER SUPPORT DOCUMENT NO. 1951
Dated ____________________
Relating to
BOEING MODEL 737-524/-924/-924ER AIRCRAFT
This Customer Support Document is Exhibit C1 to and forms a part of Purchase Agreement No. 1951 between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to the purchase of Boeing Model 737-524, Model 737-924 and Model 737-924ER aircraft. This Customer Support Document consists of the following parts:
Part ABoeing Maintenance Training Program
Part B Boeing Customer Support Services
Part CBoeing Flight Training Program
Part DTechnical Data and Documents
Part EBuyer's Indemnification of Boeing and
Insurance
Part FAlleviation or Cessation of Performance
1951PA/CALCONTINENTAL AIRLINES, INC.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
CONTINENTAL AIRLINES, INC.
Exhibit E to Purchase Agreement Number 1951
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated August 3, 2006
Relating to
BOEING MODEL 737 AIRCRAFT
This Buyer Furnished Equipment Provisions Document is Exhibit E to and forms a part of Purchase Agreement No. 1951, between The Boeing Company (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to the purchase of Boeing Model 737 aircraft.
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1.General.
Certain equipment to be installed in the Aircraft is furnished to Boeing by Buyer at Buyer's expense. This equipment is designated "Buyer Furnished Equipment" (BFE) and is listed in the Detail Specification. On or before April 4, 1997 for Model 737-724, July 3, 1997 for Model 737-824, August 31, 2000 for Model 737-924, and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for Model 737-924ER, Boeing will provide to Buyer 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 in the attachment to this Exhibit.
2.Supplier Selection.
Buyer will:
2.1Select and notify Boeing of the suppliers of the following BFE items by the following dates should these items not be selected as SPE by Buyer:
Model 737-724Model 737-824
Galley SystemCompleteComplete
Seats (passenger)CompleteComplete
Model 737-924Model 737-524
Galley SystemCompleteComplete
Seats (passenger)CompleteComplete
Model 737-924ER
Galley System[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Seats (passenger)[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2.2Meet with Boeing and such selected BFE suppliers promptly after such selection to:
2.2.1complete BFE configuration design requirements for such BFE; and
2.2.2confirm technical data submittal dates for BFE certification.
3.Buyer's Obligations.
Buyer will:
3.1comply with and cause the supplier to comply with the provisions of the BFE Document or BFE Report;
3.1.1deliver technical data (in English) to Boeing as required to support installation and FAA certification in accordance with the schedule provided by Boeing or as mutually agreed upon during the BFE meeting referred to above;
3.1.2deliver BFE including production and/or flight training spares to Boeing in accordance with the quantities and schedule provided therein; and
3.1.3deliver appropriate quality assurance documentation to Boeing as required with each BFE part (D6-56586, "BFE Product Acceptance Requirements");
3.2authorize Boeing to discuss all details of the BFE directly with the BFE suppliers;
3.3authorize Boeing to conduct or delegate to the supplier quality source inspection and supplier hardware acceptance of BFE at the supplier location;
3.3.1require supplier's contractual compliance to Boeing defined source inspection and supplier delegation programs, including availability of adequate facilities for Boeing resident personnel; and
3.3.2assure that Boeing identified supplier's quality systems be approved to Boeing document D1-9000;
3.4provide necessary field service representation at Boeing's facilities to support Boeing on all issues related to the installation and certification of BFE;
3.5deal directly with all BFE suppliers to obtain overhaul data, provisioning data, related product support documentation and any warranty provisions applicable to the BFE;
3.6work closely with Boeing and the BFE suppliers to resolve any difficulties, including defective equipment, that arise;
3.7be responsible for modifying, adjusting and/or calibrating BFE as required for FAA approval and for all related expenses;
3.8warrant that the BFE will meet the requirements of the Detail Specification; and
3.9be responsible for providing equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment.
4.Boeing's Obligations.
Other than as set forth below, Boeing will provide for the installation of and install the BFE and obtain certification of the Aircraft with the BFE installed.
5.Nonperformance by Buyer.
If Buyer's nonperformance of obligations in this Exhibit or in the BFE Document causes a delay in the delivery of the Aircraft or causes Boeing to perform out-of-sequence or additional work, Buyer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition Boeing will have the right to:
5.1provide and install specified equipment or suitable alternate equipment and increase the price of the Aircraft accordingly; and/or
5.2deliver the Aircraft to Buyer without the BFE installed.
6.Return of Equipment.
BFE not installed in the Aircraft will be returned to Buyer in accordance with Buyer's instructions and at Buyer's expense.
7.Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain with Buyer or other owner. Boeing will have only such liability for BFE as a bailee for mutual benefit would have, but will not be liable for loss of use.
8.Indemnification of Boeing.
Buyer hereby indemnifies and holds 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 Buyer but not employees of Boeing, or for loss of or damage to any property, including any Aircraft, arising out of or in any way connected with [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. This indemnity will not apply with respect to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
9.Patent Indemnity.
Buyer hereby indemnifies and holds harmless Boeing from and against all claims, suits, actions, liabilities, damages and costs arising out of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
10.Definitions.
For the purposes of the above indemnities, the term "Boeing" includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents.
BOEING MODEL 737 AIRCRAFT
ItemPreliminary On-Dock Dates
Dates for 1st delivery of each model:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
1951-2R4
August 3, 2006
Continental Airlines, Inc. 0000 Xxxxx Xx.
Xxxxxxx, XX 00000
Subject:Letter Agreement No. 1951-2R4 to Purchase Agreement No. 1951 - Seller Purchased Equipment
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-2R3 dated May 21, 1998.
For purposes of this Letter Agreement the following definitions apply:
Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Boeing purchases for Buyer.
Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously certified for installation on the Aircraft.
This Letter Agreement does not include developmental avionics. Developmental avionics are avionics that have not been previously certified for installation on the Aircraft.
All other terms used herein and in the Agreement, and not defined above, will have the same meaning as in the Agreement.
Buyer has requested and Boeing hereby agrees that Boeing will purchase as SPE certain BFE identified by Buyer pursuant to Change Requests. Accordingly, Boeing and Buyer agree with respect to such SPE as follows:
1.Price.
Advance Payments. An estimated SPE price will be included in the Aircraft Advance Payment Base Price for the purpose of establishing the advance payments for each Aircraft. The estimated price of this SPE for each Aircraft, expressed in 1995 U.S. dollars, except for the 737-900, which is expressed in 1997 U. S. dollars, is listed below, and except for the 737-900ER, which is expressed in 2005 U. S. dollars, is listed below.
ModelEstimated PriceBase
for SPE Year $s
737-500[CONFIDENTIAL MATERIAL OMITTED
737-600AND FILED SEPARATELY WITH THE
737-700SECURITIES AND EXCHANGE
737-800COMMISSION PURSUANT TO A REQUEST
737-900FOR CONFIDENTIAL TREATMENT]
737-900ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2.Responsibilities.
2.1With respect to SPE, Buyer is responsible for:
(i)selecting the supplier and advising Boeing as to the price negotiated between Buyer and supplier on or before:
|
Model 737-924ER |
Model 737-924 |
Model 737-624 |
Model 737-724 |
Model 737-824 | |
|
galleys |
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
complete |
complete |
complete |
complete |
|
seats |
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
complete |
complete |
complete |
complete |
(ii)selecting a FAA certifiable part; and
(iii)providing to Boeing the SPE part specification/Buyer requirements.
2.2.With respect to SPE, Boeing is responsible for:
(i)placing and managing the purchase order with the supplier;
(ii)coordinating with the suppliers on technical issues;
(iii)ensuring that the delivered SPE complies with the part specification;
(iv)obtaining certification of the Aircraft with the SPE installed; and
(v)obtaining for Buyer the supplier's standard warranty for the SPE. SPE is deemed to be BFE for purposes of Exhibit B, the Product Assurance Document, of the Agreement.
3.Supplier Selection For SPE Galleys and Seats.
In addition to those responsibilities described above, for SPE galleys and seats the following provisions apply with respect to Buyer's selection of suppliers:
Galley Requirements. Buyer will provide Boeing not later than August 7, 1996 the definitive galley configuration requirements for the Model 737-724. Buyer will provide Boeing not later than November 27, 1996 the definitive galley configuration requirements for the Model 737-824. Buyer will provide Boeing not later than May 1, 1997 the definitive galley configuration requirements for the Model 737-624. Buyer has provided Boeing the definitive galley configuration requirements for the Model 737-924. Buyer will provide Boeing not later than August 18, 2006 the definitive galley configuration requirements for the Model 737-924ER.
Bidder's List. Boeing has submitted to Buyer, for information purposes, a bidder's list of existing suppliers of seats and galleys.
Request for Quotation (RFQ). Boeing has issued its RFQ inviting such potential bidders to submit bids for the galleys and seats by July 15, 1996 for the Model 737-724 and -824 Aircraft. Boeing will advise such date for the Model 737-624, -924 and -924ER Aircraft.
Recommended Bidders. Boeing has submitted to Buyer a list of recommended bidders from which to choose a supplier for the galleys and seats. The recommendation is based on an evaluation of the bids submitted using price, weight, warranty and schedule as the criteria.
Supplier Selection. If Buyer selects a seat or galley supplier that is not on the Boeing recommended list, such seat or galley will become BFE and the provisions of Exhibit E, Buyer Furnished Equipment Provisions Document, of the Agreement will apply.
4.Changes.
After this Letter Agreement is signed, changes to SPE may only be made by and between Boeing and the suppliers. Buyer's contacts with SPE suppliers relating to design (including selection of materials and colors), weights, prices (except for price negotiation prior to the supplier selection date) or schedules are for informational purposes only. If Buyer wants changes made to any of the above, requests must be made directly to Boeing for negotiating with the supplier.
5.Proprietary Rights.
Boeing's obligation to purchase SPE will not impose upon Boeing any obligation to compensate Buyer or any supplier for any proprietary rights Buyer may have in the design of the SPE.
6.Remedies.
If Buyer does not comply with the obligations above, Boeing may:
(i)delay delivery of the Aircraft for the period of non-compliance;
(ii)deliver the Aircraft without installing the SPE;
(iii)substitute a comparable part and invoice Buyer for the cost; and/or
(iv)increase the Aircraft Price by the amount of Boeing's additional costs attributable to such noncompliance.
7.Buyer Participation in Price Negotiations for SPE. Subject to the following conditions, Boeing agrees that Buyer may negotiate the price with vendors for certain items of BFE which have been changed to SPE pursuant to this Letter Agreement.
a. Number of Items. Boeing and Buyer have mutually agreed on a list of specific equipment (the SPE Item) for which Buyer shall negotiate directly with the vendors to establish the price for each SPE Item. The SPE Item list includes seats, galleys, and interior furnishings. Buyer shall provide the price of the SPE Item when Buyer notifies Boeing of the SPE Item vendor.
b. Required Dates. Boeing's agreement to permit Buyer to negotiate prices with vendors for SPE Items is subject to Buyer's agreement to meet all of Boeing's required dates with respect to each SPE Item.
c. Right to Approve Selected Vendors. Boeing shall retain the right to reasonably approve the list of vendors for each SPE Item.
8.Buyer's Indemnification of Boeing.
Buyer 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 Buyer 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 SPE 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 installation of the SPE.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
1951-5R3
August 3, 2006
Continental Airlines, Inc. 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000
Subject:Letter Agreement No. 1951-5R3 to
Purchase Agreement No. 1951 -
Promotional Support - Next Generation Aircraft
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-624/-724/-824/-924/-924ER aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 1951-5R2 dated May 21, 1996.
All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.
1.Planning Meeting.
Boeing will assist Buyer in the introduction of the Aircraft by providing to Buyer certain promotional support. Promptly after execution of the Agreement and before any funds are disbursed, a Boeing Airline Promotion representative will meet with Buyer's designated representatives to discuss the extent, selection, scheduling, and disbursement process for the promotion support to be provided.
0.Xxxxxxx Level.
Model 737-624/-724/-824/-924 Aircraft. Boeing will make available to Buyer [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Programs include marketing research; tourism development; corporate identity; direct marketing; video tape, film or still photography requirements; planning, design and production of collateral materials; management of promotion programs; and advertising campaigns.
Model 737-924ER Aircraft. In support of Buyers's marketing and promotion programs associated with the the Model 737-924ER and introduction of the Aircraft into service, Boeing [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. These programs may include marketing research; tourism development; corporate identity; direct marketing; video tape, or still photography; planning, design and production of collateral materials; management of promotion programs and advertising campaigns. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
3.Additional Support.
Additional promotional support may be provided by Boeing subject to the parties reaching mutual agreement as to the type of services, timing and price.
Buyer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
1951-15
August 3, 2006
Continental Airlines, Inc. 0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Subject:Letter Agreement No. 1951-15 to Purchase Agreement No. 1951 - Configuration Matters - Model 737-924ER
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737-924ER aircraft (the Aircraft).
All terms used herein and not defined herein shall have the same meaning as in the Agreement.
1.Aircraft Configuration.
1.1Preliminary Configuration. Boeing and Buyer have established a preliminary configuration (Preliminary Configuration) for the Aircraft which is comprised of the Boeing Specification D019A00, Revision J, dated June, 21, 2006.
1.2Selection of Change Requests for Final Configuration. On or before September 20, 2006, or unless otherwise previously agreed to between Boeing and Buyer, Boeing and Buyer will develop a complete list of change requests (Accepted Change Requests) selected for incorporation in the Aircraft. The Preliminary Configuration, and Buyer's list of Accepted Change Requests and master changes (Master Changes) will comprise the final configuration (Final Configuration) of the Aircraft.
1.3Amendment to the Agreement. Prior to October 30, 2006, Boeing and Buyer shall execute a Supplemental Agreement amending the Agreement as required to reflect the Final Configuration.
1.4.Buyer's Detail Specification. Within 90 days after Final Configuration, Boeing will provide to Buyer the Detail Specification reflecting the Aircraft Final Configuration. This Detail Specification will also reflect changes made to Boeing's basic Model 737-900ER aircraft specification between August 1, 2006 and the date of execution of the Supplemental Agreement referenced in paragraph 1.3 above.
2.Preliminary Pricing Estimates. Buyer understands that Boeing cannot establish the final Aircraft Basic Price and Advance Payment Base Price of the Aircraft until Final Configuration of the Aircraft is known. For Buyer's planning purposes, however, an estimate for the Aircraft Basic Price and Advance Payment Base Price of the Aircraft has been established using an estimated amount of Special Features, which may or may not accurately reflect Buyer's final selection of special features.
3.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
3.1Final [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. The performance guarantees applicable to the Aircraft are set forth in the Attachment to Letter Agreement No. 6-1162-MSA-768 and represent the guaranteed performance of the Aircraft as described in the Preliminary Configuration. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.Cabin Systems Equipment. Buyer's Cabin Systems Equipment configuration for delivery on the Aircraft is to be finalized by October 4, 2006. Based on such configuration, if an Installation of Cabin Systems Equipment letter agreement is necessary, the letter agreement shall be completed by the parties by [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
0.Xxxxx of Additional Gross Weight for Model 737-924ER Aircraft. Per Paragraph 3.1 of Letter Agreement 6-1162-MMF-311R5, the calculation set MTOW value in pounds for Model 737-924ER Aircraft is 'TBD' (to be determined). [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
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/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
August 3, 2006
6-1162-MMF-308R4
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxxx
Xxxxxxx, Xxxxx 00000
Subject:Letter Agreement No. 6-1162-MMF-308R4 to Purchase Agreement No. 1951 - Disclosure of Confidential Information
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MMF-308R3 dated May 21, 1998.
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 and any documents that amend, supplement or supersede such documents (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.
0.Xx 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-MMF-295.
2.Letter Agreement No. 6-1162-MMF-296.
3.Letter Agreement No. 6-1162-MMF-309R1.
4.Letter Agreement No. 6-1162-MMF-311R5.
5.Letter Agreement No. 6-1162-MMF-312R1.
6.Letter Agreement No. 6-1162-MMF-319.
7.Letter Agreement No. 6-1162-MMF-378R1
8.Letter Agreement No. 6-1162-GOC-015R1
9.Letter Agreement No. 6-1162-GOC-131R6
10.Letter Agreement No. 6-1162-DMH-365
11.Letter Agreement No. 6-1162-DMH-624
12.Letter Agreement No. 6-1162-DMH-1020
13.Letter Agreement No. 6-1162-DMH-1035
14.Letter Agreement No. 6-1162-DMH-1054
15.Letter Agreement No. 6-1162-CHL-048
16.Letter Agreement No. 6-1162-CHL-195
17.Letter Agreement No. 6-1162-MSA-768
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/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
6-1162-MMF-311R5
August 3, 2006
Continental Airlines, Inc. 0000 Xxxxx Xxxxxx Xxxxxxx, XX 00000
Subject:Letter Agreement No. 6-1162-MMF-311R5 to Purchase Agreement No. 1951 - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1751 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MMF-311R4 dated May 23, 2001.
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]
5.Confidential Treatment.
Boeing and Buyer agree that certain commercial and financial information contained in this Letter Agreement is confidential and subject to the confidentiality provisions of Letter Agreement 6-1162-MMF-308R4, "Disclosure of Confidential Information."
If this Letter Agreement correctly states your understanding of the matters treated herein, please so indicate by signature below.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date:_August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance
Date:____________________
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention:Technical Department
Reference:Letter Agreement 6-1162-MMF-311R4 to Boeing/CAL Purchase Agreement 1951
Transmitted by Facsimile:TBD
[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: __________________
Its: __________________
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
August 3, 2006
6-1162-GOC-131R6
Continental Airlines, Inc.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Subject:Letter Agreement No. 6-1162-GOC-131R6 to Purchase
Agreement No. 1951 - Special Matters
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-GOC-131R dated March 30, 2006.
All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.
1.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Advance Payment Schedule.
2.1Firm Aircraft. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
2.2Option Aircraft and follow-on Firm. [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.Option Aircraft.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
5.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
6.Assignment of Credits.
Buyer may not assign the credit memoranda described in this Letter Agreement without Boeing's prior written consent [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
7.Confidential Treatment.
Boeing and Buyer understand that certain information contained in this Letter Agreement, including any attachments hereto, are considered by both parties to be confidential. Notwithstanding the provisions of Letter Agreement 6-1162-MMF-308R4, Boeing and Buyer 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/ Xxxxxxx X. Xxxxxxxx
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By /s/ Xxxxxx Xxxxxxxx
Its Senior Vice President - Finance and Treasurer
6-1162-MSA-768
August 3, 2006
CONTINENTAL AIRLINES, INC.
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Subject:Letter Agreement No. 6-1162-MSA-768 to Purchase Agreement No. 1951 - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] - Model 737-924ER
Ladies and Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1951 dated as July 23, 1996 (the Agreement) between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to Model 737-924ER 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. Buyer understands that certain commercial and financial information contained in this Letter Agreement including any attachments hereto is considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity except as provided in Letter Agreement 6-1162-MMF-308R4.
Very truly yours,
THE BOEING COMPANY
By_ /s/ Xxxxxxx X. Anderson________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: August 3, 2006
CONTINENTAL AIRLINES, INC.
By_ /s/ Xxxxxx Laderman________________________
Its Senior Vice President - Finance and Treasurer
Attachment
Attachment to Letter Agreement
No. 6-1162-MSA-768
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