Exhibit 10.6
Supplemental Agreement No. 6
to
Purchase Agreement No. 1783
between
The Boeing Company
and
Continental Airlines, Inc.
Relating to Boeing Model 757-224 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of June 13,
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 757-224 aircraft (the Agreement); and
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
WHEREAS, Boeing and Buyer have agreed to amend the Agreement
to incorporate 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:
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 as of the date of this
Supplemental Agreement. [Superseded by Supplemental Agreement
No. 7]
1.2 Remove and replace, in its entirety, Article 2,
Delivery, Title and Risk of Loss, with new Article 2 (attached
hereto) to incorporate a revised delivery schedule for the the
Rescheduled Aircraft. [Superseded by Supplemental Agreement No.
7]
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.
[Superseded by Supplemental Agreement No. 7]
1.4 Remove and replace, in its entirety, the Delivery
Schedule for Model 757-224 Aircraft, following Article 15, with a
a revised delivery schedule (attached hereto) to incorporate
current Aircraft delivery data and the Rescheduled Aircraft.
2. Letter Agreements:
2.1 Add new Letter Agreement 1783-10, Option Aircraft, to
incorporate purchase option provisions for Buyer [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] which will be offered to Buyer subject to Boeing's
then available delivery positions when Buyer exercises a purchase
option.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Agreement to Revise the Business Offer for Model 757
Aircraft.
The parties have commited to negotiate in good faith toward
the execution of a Purchase Agreement for New Generation Model
737 Aircraft (the 737 Agreement) not later than June 30, 1996.
Conditioned upon execution of the 737 Agreement by such date, or
by such later date as the parties may hereafter mutually agree,
Boeing and Buyer will concurrently execute a Supplemental
Agreement further revising Purchase Agreement 1783 (the 757
Agreement) to incorporate Boeing's revised business offer for
Model 757 Aircraft, which is contained in Boeing letter 6-1162-
RGP-1226R1, dated May 15, 1996. The effective date of the
revised business offer with respect to the Rescheduled Aircraft
and Option Aircraft shall be retroactive to the execution date of
this Supplemental Agreement No. 6 to the 757 Agreement.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
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/ ▇▇▇▇▇▇ Fix By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its: Attorney-In-Fact Its: Vice President
Continental Airlines, Inc.
Delivery Schedule for Model 757-224 Aircraft
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
1783-10
June 13, 1996
Continental Airlines, Inc.
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Subject: Letter Agreement No. 1783-10 to
Purchase Agreement No. 1783 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 (the Purchase Agreement) between THE BOEING
COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating
to Model 757-224 aircraft (Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of Buyer's purchase of the Aircraft, Boeing
hereby agrees to manufacture and sell up to [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.] to Buyer, on the same terms and conditions set forth
in the Purchase Agreement, except as otherwise described in
Attachment A hereto, and subject to the terms and conditions set
forth below.
1. Delivery.
The Option Aircraft will be delivered to Buyer during or
before the months set forth in the following schedule:
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
2. Price. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT.]
3. Option Aircraft Deposit.
In consideration of Boeing's grant to Buyer of options to
purchase the Option Aircraft as set forth herein, and concurrent
with Buyer's payment to Boeing of initial advance payments
required under Supplemental Agreement No. 6 to the Purchase
Agreement for the Aircraft, Buyer will pay a deposit to Boeing of
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] for each Option Aircraft (the Option
Deposit). In the event Buyer exercises an option herein for an
Option Aircraft, the amount of the Option Deposit for such Option
Aircraft will be credited against the first advance payment due
for such Option Aircraft pursuant to the advance payment schedule
set forth in Article 5 of the Purchase Agreement.
In the event that Buyer does not exercise its option to purchase
a particular Option Aircraft pursuant to the terms and conditions
set forth herein, Boeing shall be entitled to retain the Option
Deposit for such Option Aircraft.
4. Option Exercise.
To exercise its option to purchase the Option Aircraft,
Buyer shall give written notice thereof to Boeing on or before
the first business day of the month in each Option Exercise Date
shown below:
Option Aircraft Option Exercise Date
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
5. Contract Terms.
Within thirty (30) days after Buyer exercises an option to
purchase Option Aircraft pursuant to paragraph 4 above, Boeing
and Buyer will use their best reasonable efforts to enter into a
supplemental agreement amending the Purchase Agreement to add the
applicable Option Aircraft to the Purchase Agreement as a firm
Aircraft (the Option Aircraft Supplemental Agreement).
In the event the parties have not entered into such an Option
Aircraft Supplemental Agreement within the time period
contemplated herein, either party shall have the right,
exercisable by written or telegraphic notice given to the other
within ten (10) days after such period, to cancel the purchase of
such Option Aircraft.
6. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to purchase an
Option Aircraft if any of the following events are not
accomplished by the respective dates contemplated in this letter
agreement, or in the Purchase Agreement, as the case may be:
(i) purchase of an Aircraft under the Purchase Agreement
for any reason not attributable to the cancelling party;
(ii) payment by Buyer of the Option Deposit with respect to
such Option Aircraft pursuant to paragraph 3 herein; or
(iii) exercise of the option to purchase such Option
Aircraft pursuant to the terms hereof.
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of an Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
Boeing shall promptly refund to Buyer, without interest, any
payments received from Buyer with respect to the affected Option
Aircraft. Boeing shall be entitled to retain the Option Deposit
unless cancellation is attributable to Boeing's fault, in which
case the Option Deposit shall also be returned to Buyer without
interest.
7. [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
8. Applicability.
Except as otherwise specifically provided, limited or
excluded herein, all Option Aircraft [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.]
that are added to the Purchase Agreement by an Option Aircraft
Supplemental Agreement as firm Aircraft shall benefit from all
the applicable terms, conditions and provisions of the Purchase
Agreement.
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/ ▇▇▇▇▇▇ Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.,
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its Vice President
Attachment
Model 757-224 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are
described by Boeing Detail Specification D924N104-3, dated March
18, 1993, as amended and revised pursuant to the Purchase
Agreement.
1.2 Changes. The Option Aircraft Detail Specification
shall be revised to include:
(1) Changes applicable to the basic Model 757-200
aircraft which are developed by Boeing between the date of the
Detail Specification and the signing of an Option Aircraft
Supplemental Agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Standard Certificate
of Airworthiness.
1.3 Effect of Changes. Changes to the Detail
Specification pursuant to the provisions of the clauses above
shall include the effects of such changes upon Option Aircraft
weight, balance, design and performance.
2. Price Description.
2.1 Price Adjustments.
2.1.1 Base Price Adjustments. The base airframe and
base engine price (pursuant to Article 3 of the Purchase
Agreement) of the Option Aircraft will be adjusted to Boeing's
and the engine manufacturer's then-current prices as of the date
of execution of the Option Aircraft Supplemental Agreement.
2.1.2 Special Features. The price for special
features incorporated in the Option Aircraft Detail Specification
will be adjusted to Boeing's then-current prices for such
features as of the date of execution of the Option Aircraft
Supplemental Agreement only to the extent that such increase is
attributable to an increase in Boeing's cost for purchased
equipment.
2.1.3 Escalation Adjustments. The base airframe and
special features price will be escalated according to the
applicable airframe and engine manufacturer escalation provisions
contained in Exhibit D of the Purchase Agreement.
Buyer agrees that the engine escalation provisions will be
adjusted if they are changed by the engine manufacturer prior to
the signing the Option Aircraft Supplemental Agreement. In such
case, the then-current engine escalation provisions in effect at
the time of execution of the Option Aircraft Supplemental
Agreement will be incorporated into such agreement.
2.1.4 Price Adjustments for Changes. Boeing may
adjust the basic price and the advance payment base prices for
any changes mutually agreed upon by Buyer and Boeing subsequent
to the date that Buyer and Boeing enter into the Option Aircraft
Supplemental Agreement.
2.1.5 BFE to SPE. An estimate of the total price for
items of Buyer Furnished Equipment (BFE) changed to Seller
Purchased Equipment (SPE) pursuant to the Detail Specification is
included in the Option Aircraft price build-up. The purchase
price of the Option Aircraft will be adjusted by the price
charged to Boeing for such items plus 10% of such price.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.]
3. Advance Payments.
3.1 Buyer shall pay to Boeing advance payments for the
Option Aircraft pursuant to the schedule for payment of advance
payments provided in the Purchase Agreement.
6-1162-MMF-289
June 13, 1996
Continental Airlines, Inc.
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Subject: Letter Agreement No. 6-1162-MMF-289 to
Purchase Agreement No. 1783 -
[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. 1783 (the
Agreement) between The Boeing Company (Boeing) and Continental
Airlines, Inc. (Buyer) relating to Model 757 aircraft (the
Aircraft).
All terms not defined herein have the same meaning as in the
Agreement.
Considerations provided to Buyer by Boeing herein for the
Aircraft are conditioned upon simultaneous execution of
Supplemental Agreement No. 6 to Purchase Agreement No. 1783.
Supplemental Agreement No. 6 to Purchase Agreement No. 1783
relates to the acceleration of certain 757-200 aircraft yet to be
delivered.
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR 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-WLJ-367R2, 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
/s/ ▇▇▇▇▇▇ Fix
M. ▇▇▇▇▇▇ Fix
Regional Director
Aircraft Contracts
Boeing Commercial Airplane Group
AGREED and ACCEPTED this 13 day of June, 1996.
CONTINENTAL AIRLINES, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its: Vice President
Date: ____________________
Continental Airlines, Inc.
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[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.]
6-1162-WLJ-375R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
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Subject: Letter Agreement No. 6-1162-WLJ-375R2 to
Purchase Agreement No. 1783 -
[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. 1783 dated
March 18, 1993 (the Agreement) between THE BOEING COMPANY
(Boeing) and CONTINENTAL AIRLINES, INC. (Buyer) relating to
twenty-five (25) firm Model 757-224 aircraft (Aircraft) and eight
(8) option Model 757-224 aircraft (Option Aircraft). Letter
Agreement 6-1162-WLJ-375R1 is hereby cancelled and superceded.
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.]
11. 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-WLJ-367R1.
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/ ▇▇▇▇▇▇ Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its Vice President
6-1162-WLJ-367R2
June 13, 1996
CONTINENTAL AIRLINES, INC.
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Subject: Letter Agreement No. 6-1162-WLJ-367R2 to
Purchase Agreement No. 1783 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1783 dated
March 18, 1993 as amended and supplemented (the Agreement)
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES,
INC. (Buyer) relating to Model 757-224 aircraft (the Aircraft).
Letter Agreement 6-1162-WLJ-367R1 is hereby cancelled and
superceded.
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-359.
2. Letter Agreement No. 6-1162-WLJ-367R1.
3. Letter Agreement No. 6-1162-WLJ-369.
4. Letter Agreement No. 6-1162-WLJ-372.
5. Letter Agreement No. 6-1162-WLJ-375R2.
6. Letter Agreement No. 6-1162-WLJ-380.
7. Letter Agreement No. 6-1162-WLJ-384.
8. Letter Agreement No. 6-1162-WLJ-391R1.
9. Letter Agreement No. 6-1162-WLJ-393.
10. Letter Agreement No. 6-1162-WLJ-405.
11. Letter Agreement No. 6-1162-WLJ-409.
12. Letter Agreement No. 6-1162-WLJ-497R1.
13. Letter Agreement No. 6-1162-RGP-945.
14. Letter Agreement No. 6-1162-RGP-946.
15. Letter Agreement No. 6-1162-MMF-289
16. Letter Agreement No. 6-1162-WLJ-367R2.
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/ ▇▇▇▇▇▇ Fix
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: June 13 , 1996
CONTINENTAL AIRLINES, INC.
By /s/ ▇▇▇▇▇ ▇▇▇▇▇
Its Vice President