fexhibit103.htm


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
10.3

      Supplemental
Agreement No. 51

      


      to

      


      Purchase
Agreement No. 1951

      


      Between

      


      The
Boeing Company

      


      and

      


      Continental
Airlines, Inc.

      


      Relating
to Boeing Model 737 Aircraft

      


      


      


      THIS
SUPPLEMENTAL AGREEMENT, is entered into as of August
5, 2009 by and
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);

      


      WHEREAS,
Customer wishes to exercise its [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

      


      WHEREAS,
Boeing agrees to maintain the current contract months listed above for purposes
of calculating escalation at delivery of the Aircraft.

      


      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:

      


      1.1 Remove
and replace, in its entirety, the “Table of Contents”, with the Table of
Contents attached hereto, to reflect the changes made by this Supplemental
Agreement No. 51.

      


      1.2 Remove
and replace, in its entirety, pages T-2-2 and T-2-3 of Table 1 entitled the
“Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised
pages T-2-2 and T-2-3 of Table 1 attached hereto.

      


      


      1.3 Remove
and replace, in its entirety, page T-6-2 of Table 1 entitled the “Aircraft
Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised page
T-6-2 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
COMPANY                                                                           CONTINENTAL
AIRLINES, INC.

       

       
 

      By:
­­ /s/ Susan
Englander                                                                 By: /s/ Jacques
Lapointe                                                      

      


      Its:
Attorney-In-Fact                                                                    Its: Senior Vice
President_

          


      
        
          
            P.A.
1951

            CAL                                                      SA
51-

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      TABLE OF
CONTENTS

      


      


      
        	 
      	 
      	
                Page

              	
                SA

              
	
                ARTICLES

              	
                Number

              	
                Number

              
	 
      	 
      	 
      
	
                1.

              	
                Subject
      Matter of Sale

              	
                1-1

              	
                SA
      39

              
	 
      	 
      	 
      	 
      
	
                2.

              	
                Delivery,
      Title and Risk of Loss

              	
                2-1

              	 
      
	 
      	 
      	 
      	 
      
	
                3.

              	
                Price
      of Aircraft

              	
                3-1

              	
                SA
      39

              
	 
      	 
      	 
      	 
      
	
                4.

              	
                Taxes

              	
                4-1

              	 
      
	 
      	 
      	 
      	 
      
	
                5.

              	
                Payment

              	
                5-1

              	 
      
	 
      	 
      	 
      	 
      
	
                6.

              	
                Excusable
      Delay

              	
                6-1

              	 
      
	 
      	 
      	 
      	 
      
	
                7.

              	
                Changes
      to the Detail Specification

              	
                7-1

              	
                SA
      39

              
	 
      	 
      	 
      	 
      
	
                8.

              	
                Federal
      Aviation Requirements and

                Certificates
      and Export License

              	
                 

                8-1

              	
                 

                SA
      39

              
	 
      	 
      	 
      	 
      
	
                9.

              	
                Representatives,
      Inspection,

                Flights
      and Test Data

              	
                 

                9-1

              	 
      
	 
      	 
      	 
      	 
      
	
                10.

              	
                Assignment,
      Resale or Lease

              	
                10-1

              	 
      
	 
      	 
      	 
      	 
      
	
                11.

              	
                Termination
      for Certain Events

              	
                11-1

              	 
      
	 
      	 
      	 
      	 
      
	
                12.

              	
                Product
      Assurance, Disclaimer and

                Release;
      Exclusion of Liabilities;

                Customer
      Support; Indemnification

                and
      Insurance

              	
                 

                 

                 

                12-1

              	 
      
	 
      	 
      	 
      	 
      
	
                13.

              	
                Buyer
      Furnished Equipment and

                Spare
      Parts

              	
                 

                13-1

              	 
      
	 
      	 
      	 
      	 
      
	
                14.

              	
                Contractual
      Notices and Requests

              	
                14-1

              	
                SA
      39

              
	 
      	 
      	 
      	 
      
	
                15.

              	
                Miscellaneous

              	
                15-1

              	 
      


      

      


      



      
        
          
            P.A.
1951                                                             SA
51

            N/CAL

          

           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                TABLE
      OF CONTENTS

              


      

      


      
        	 
      	 
      	
                Page

              	
                SA

              
	
                TABLES

              	
                Number

              	
                Number

              
	 
      	 
      	 
      
	
                1.

              	
                Aircraft
      Deliveries and

                Descriptions
      – 737-500

              	
                 

                T-1

              	
                 

                SA
      3

              
	 
      	 
      	 
      	 
      
	 
      	
                Aircraft
      Deliveries and

                Descriptions
      – 737-700

              	
                 

                T-2

              	
                 

                SA
      51

              
	 
      	 
      	 
      	 
      
	 
      	
                Aircraft
      Deliveries and

                Descriptions
      – 737-800

              	
                 

                T-3

              	
                 

                SA
      50

              
	 
      	 
      	 
      	 
      
	 
      	
                Aircraft
      Deliveries and

                Descriptions
      – 737-600

              	
                 

                T-4

              	
                 

                SA
      4

              
	 
      	 
      	 
      	 
      
	 
      	
                Aircraft
      Deliveries and

                Descriptions
      – 737-900

              	
                 

                T-5

              	
                 

                SA
      39

              
	 
      	 
      	 
      	 
      
	 
      	
                Aircraft
      Deliveries and

                Descriptions
      – 737-900ER

              	
                 

                T-6

              	
                 

                SA
      51

              
	 
      	 
      	 
      	 
      
	
                EXHIBITS

              	 
      	 
      
	 
      	 
      	 
      	 
      
	
                A-1

              	
                Aircraft
      Configuration – Model 737-724

                (Aircraft
      delivering through July 2004)

              	
                 

                SA
      26

              
	 
      	 
      	 
      
	
                A-1.1

              	
                Aircraft
      Configuration – Model 737-724

                (Aircraft
      delivering on or after August 2004)

              	
                 

                SA
      46

              
	 
      	 
      	 
      
	
                A-2

              	
                Aircraft
      Configuration – Model 737-824

                (Aircraft
      delivering through July 2004)

              	
                 

                SA
      26

              
	 
      	 
      	 
      
	
                A-2.1

              	
                Aircraft
      Configuration – Model 737-824

                (Aircraft
      delivering August 2004 through

                December
      2007)

              	
                 

                 

                SA
      41

              
	 
      	 
      	 
      
	
                A-2.2

              	
                Aircraft
      Configuration – Model 737-824

                (Aircraft
      delivering January 2008 through

                July
      2008)

              	
                 

                 

                SA
      45

              
	 
      	 
      	 
      
	
                A-2.3

              	
                Aircraft
      Configuration – Model 737-824

                (Aircraft
      scheduled to deliver between August 2008 and October 2010)

              	
                 

                SA
      50

              
	 
      	 
      	 
      
	
                A-2.4

              	
                Aircraft
      Configuration – Model 737-824

                (Aircraft
      scheduled to deliver in or after November 2010)

              	
                 

                 

                SA
      50

              
	 
      	 
      	 
      
	
                A-3

              	
                Aircraft
      Configuration – Model 737-624

              	
                SA
      1

              
	 
      	 
      	 
      
	
                A-4

              	
                Aircraft
      Configuration – Model 737-524

              	
                SA
      3

              
	 
      	 
      	 
      
	
                A-5

              	
                Aircraft
      Configuration – Model 737-924

                [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

              	
                 

                 

                 

                 

                SA
      26

              
	 
      	 
      	 
      
	
                A-6

              	
                Aircraft
      Configuration – Model 737-924

                [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

              	
                 

                 

                 

                 

                SA
      45

              
	 
      	 
      	 
      
	
                A-6.1

              	
                Aircraft
      Configuration – Model 737-924

                [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

              	
                 

                 

                 

                 

                SA
      45

              
	 
      	 
      	 
      
	
                B

              	
                Product
      Assurance Document

              	
                SA
      1

              
	 
      	 
      	 
      
	
                C

              	
                Customer
      Support Document – Code Two –

                Major
      Model Differences

              	
                 

                SA
      1

              
	 
      	 
      	 
      
	
                C1

              	
                Customer
      Support Document – Code Three –

                Minor
      Model Differences

              	
                 

                SA
      39

              
	 
      	 
      	 
      
	
                D

              	
                Aircraft
      Price Adjustments – New Generation

                Aircraft
      (1995 Base Price - [CONFIDENTIAL MATERIAL OMITTED
      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
      TO A REQUEST FOR CONFIDENTIAL TREATMENT]

              	
                 

                 

                 

                 

                 

                SA
      1

              
	 
      	 
      	 
      
	
                D1

              	
                Airframe
      and Engine Price Adjustments –

                Current
      Generation Aircraft

              	
                 

                SA
      1

              
	 
      	 
      	 
      
	
                D2

              	
                Aircraft
      Price Adjustments – New Generation

                Aircraft
      (1997 Base Price - [CONFIDENTIAL MATERIAL OMITTED
      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
      TO A REQUEST FOR CONFIDENTIAL TREATMENT]

              	
                 

                 

                 

                 

                 

                SA
      5

              
	 
      	 
      	 
      
	
                D3

              	
                Aircraft
      Price Adjustments - New

                Generation
      Aircraft (July 2003 Base Price –

                [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
    TREATMENT]

              	
                 

                 

                 

                 

                 

                SA
      41

              
	 
      	 
      	 
      
	
                D4

              	
                Escalation
      Adjustment – Airframe and

                Optional
      Features [CONFIDENTIAL
      MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
      COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
      TREATMENT]

              	
                 

                 

                 

                 

                SA
      41

              
	 
      	 
      	 
      
	
                E

              	
                Buyer
      Furnished Equipment Provisions Document

              	
                SA
      39

              
	 
      	 
      	 
      
	
                F

              	
                Defined
      Terms Document

              	
                SA
      5

              


      

      


      
        	
                 
      

              	
                TABLE
      OF CONTENTS

              


      

      


      
        	 
      	 
      	 
      	
                SA

              
	
                LETTER
      AGREEMENTS

              	 
      	
                Number

              
	 
      	 
      	 
      	 
      
	
                1951-1

              	
                Not
      Used

              	 
      
	 
      	 
      	 
      	 
      
	
                1951-2R4

              	
                Seller
      Purchased Equipment

              	
                SA
      39

              
	 
      	 
      	 
      	 
      
	
                1951-3R22

              	
                Option
      Aircraft-Model 737-824 Aircraft

              	
                SA
      38

              
	 
      	 
      	 
      
	
                1951-4R1

              	
                Waiver
      of Aircraft Demonstration

              	
                SA
      1

              
	 
      	 
      	 
      
	
                1951-5R3

              	
                Promotional
      Support – New Generation

                Aircraft

              	
                 

                SA
      48

              
	 
      	 
      	 
      
	
                1951-6

              	
                Configuration
      Matters

              	 
      
	 
      	 
      	 
      
	
                1951-7R1

              	
                Spares
      Initial Provisioning

              	
                SA
      1

              
	 
      	 
      	 
      
	
                1951-8R2

              	
                Escalation
      Sharing – New Generation Aircraft

              	
                SA
      4

              
	 
      	 
      	 
      
	
                1951-9R21

              	
                Option
      Aircraft-Model 737-724 Aircraft

              	
                SA
      48

              
	 
      	 
      	 
      
	
                1951-11R1

              	
                Escalation
      Sharing-Current Generation

                Aircraft

              	
                 

                SA
      4

              
	 
      	 
      	 
      
	
                1951-12R7

              	
                Option
      Aircraft – Model 737-924 Aircraft

              	
                SA
      32

              
	 
      	 
      	 
      
	
                1951-13

              	
                Configuration
      Matters – Model 737-924

              	
                SA
      4

              
	 
      	 
      	 
      
	
                1951-14

              	
                Installation
      of Cabin Systems Equipment

                737-924

              	
                 

                SA
      22

              
	 
      	 
      	 
      
	
                1951-15

              	
                Configuration
      Matters – Model 737-924ER

              	
                SA
      39

              


      

      


      TABLE OF
CONTENTS

      
        	 
      	 
      	 
      	
                SA

              
	
                RESTRICTED LETTER
      AGREEMENTS

              	 
      	
                Number

              
	 
      	 
      	 
      	 
      
	
                6-1162-MMF-295

              	
                Performance
      Guarantees – Model

                737-724
      Aircraft

              	 
      
	 
      	 
      	 
      
	
                6-1162-MMF-296

              	
                Performance
      Guarantees – Model

                737-824
      Aircraft

              	 
      
	 
      	 
      	 
      
	
                6-1162-MMF-308R4

              	
                Disclosure
      of Confidential

                Information

              	
                 

                SA
      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-311R6

              	
                [CONFIDENTIAL
      MATERIAL OMITTED AND

                FILED
      SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]

              	
                 

                 

                 

                 

                SA
      46

              
	 
      	 
      	 
      
	
                6-1162-MMF-312R1

              	
                Special
      Purchase Agreement Provisions

              	
                SA
      1

              
	 
      	 
      	 
      
	
                6-1162-MMF-319

              	
                Special
      Provisions Relating to the

                Rescheduled
      Aircraft

              	 
      
	 
      	 
      	 
      
	
                6-1162-MMF-378R1

              	
                Performance
      Guarantees – Model

                737-524
      Aircraft

              	
                 

                SA
      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-131R10

              	
                Special
      Matters

              	
                SA
      46

              
	 
      	 
      	 
      
	
                6-1162-DMH-365

              	
                Performance
      Guarantees – Model

                737-924
      Aircraft

              	
                 

                SA
      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-680

              	
                 

                Delivery
      Delay Resolution Program

              	
                 

                SA
      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-048

              	
                Rescheduled
      Aircraft Agreement

              	
                SA
      26

                 

              
	
                6-1162-CHL-195

              	
                Restructure
      Agreement for Model

                737NG
      and 757-300 Aircraft

              	
                 

                SA
      30

                 

              
	
                6-1162-MSA-768

              	
                Performance
      Guarantees – Model

                737-924ER
      Aircraft

              	
                 

                SA
      39

                 

              
	
                6-1162-SEE-133

              	
                [CONFIDENTIAL
      MATERIAL OMITTED AND

                FILED
      SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
      REQUEST FOR CONFIDENTIAL TREATMENT]

                 

              	
                 

                 

                 

                 

                SA
      46

                 

              
	
                6-1162-SEE-0176R4

              	
                Record
      Option Proposals

                 

              	
                SA
      48

              
	
                6-1162-SEE-0187

              	
                Passenger
      Service Unit Resolution

              	
                SA
      50

                 

              
	
                6-1162-SEE-0225R1

                 

              	
                Use
      of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED
      AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
      TO A REQUEST FOR CONFIDENTIAL TREATMENT] Testing

                 

              	
                 

                 

                 

                 

                 

                 

                SA
      50

              
	
                6-1162-SEE-0263

              	
                Use
      of Aircraft – 737NG

                Performance
      Improvement Package Testing

              	
                 

                 

                SA
      50

              


      

      



      
        
          
            P.A.
1951                                                             SA
51

            N/CAL

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      TABLE OF
CONTENTS

      


      
        	
                SUPPLEMENTAL
      AGREEMENTS

              	
                DATED AS
      OF:

              
	 
      	 
      
	
                Supplemental
      Agreement No. 1

                 

              	
                October
      10, 1996

              
	
                Supplemental
      Agreement No. 2

                 

              	
                March
      5, 1997

              
	
                Supplemental
      Agreement No. 3

                 

              	
                July
      17, 1997

              
	
                Supplemental
      Agreement No. 4

                 

              	
                October
      10, 1997

              
	
                Supplemental
      Agreement No. 5

                 

              	
                May
      21, 1998

              
	
                Supplemental
      Agreement No. 6

                 

              	
                July
      30, 1998

              
	
                Supplemental
      Agreement No. 7

                 

              	
                November
      12, 1998

              
	
                Supplemental
      Agreement No. 8

                 

              	
                December
      7, 1998

              
	
                Supplemental
      Agreement No. 9

                 

              	
                February
      18, 1999

              
	
                Supplemental
      Agreement No. 10

                 

              	
                March
      19, 1999

              
	
                Supplemental
      Agreement No. 11

                 

              	
                May
      14, 1999

              
	
                Supplemental
      Agreement No. 12

                 

              	
                July
      2, 1999

              
	
                Supplemental
      Agreement No. 13

                 

              	
                October
      13, 1999

              
	
                Supplemental
      Agreement No. 14

                 

              	
                December
      13, 1999

              
	
                Supplemental
      Agreement No. 15

                 

              	
                January
      13, 2000

              
	
                Supplemental
      Agreement No. 16

                 

              	
                March
      17, 2000

              
	
                Supplemental
      Agreement No. 17

                 

              	
                May
      16, 2000

              
	
                Supplemental
      Agreement No. 18

                 

              	
                September
      11, 2000

              
	
                Supplemental
      Agreement No. 19

                 

              	
                October
      31, 2000

              
	
                Supplemental
      Agreement No. 20

                 

              	
                December
      21, 2000

              
	
                Supplemental
      Agreement No. 21

                 

              	
                March
      30, 2001

              
	
                Supplemental
      Agreement No. 22

                 

              	
                May
      23, 2001

              
	
                Supplemental
      Agreement No. 23

                 

              	
                June
      29, 2001

              
	
                Supplemental
      Agreement No. 24

                 

              	
                August
      31, 2001

              
	
                Supplemental
      Agreement No. 25

                 

              	
                December
      31, 2001

              
	
                Supplemental
      Agreement No. 26

                 

              	
                March
      29, 2002

              
	
                Supplemental
      Agreement No. 27

                 

              	
                November
      6, 2002

              
	
                Supplemental
      Agreement No. 28

                 

              	
                April
      1, 2003

              
	
                Supplemental
      Agreement No. 29

                 

              	
                August
      19, 2003

              
	
                Supplemental
      Agreement No. 30

                 

              	
                November
      4, 2003

              
	
                Supplemental
      Agreement No. 31

                 

              	
                August
      20, 2004

              
	
                Supplemental
      Agreement No. 32

                 

              	
                December
      29, 2004

              
	
                Supplemental
      Agreement No. 33

                 

              	
                December
      29, 2004

              
	
                Supplemental
      Agreement No. 34

                 

              	
                June
      22, 2005

              
	
                Supplemental
      Agreement No. 35

                 

              	
                June
      30, 2005

              
	
                Supplemental
      Agreement No. 36

                 

              	
                July
      21, 2005

              
	
                Supplemental
      Agreement No. 37

                 

              	
                March
      30, 2006

              
	
                Supplemental
      Agreement No. 38

                 

              	
                June
      6, 2006

              
	
                Supplemental
      Agreement No. 39

                 

              	
                August
      3, 2006

              
	
                Supplemental
      Agreement No. 40

                 

              	
                December
      5, 2006

              
	
                Supplemental
      Agreement No. 41

                 

              	
                June
      1, 2007

              
	
                Supplemental
      Agreement No. 42

                 

              	
                June
      13, 2007

              
	
                Supplemental
      Agreement No. 43

                 

              	
                July
      18, 2007

              
	
                Supplemental
      Agreement No. 44

                 

              	
                December
      7, 2007

              
	
                Supplemental
      Agreement No. 45

                 

              	
                February
      20, 2008

              
	
                Supplemental
      Agreement No. 46

                 

              	
                June
      25, 2008

              
	
                Supplemental
      Agreement No. 47

                 

              	
                October
      30, 2008

              
	
                Supplemental
      Agreement No. 48

                 

              	
                January
      29, 2009

              
	
                Supplemental
      Agreement No. 49

                 

              	
                May
      1, 2009

              
	
                Supplemental
      Agreement No. 50

                 

              	
                July
      23, 2009

              
	
                Supplemental
      Agreement No. 51

                 

              	
                August
      5, 2009

              


      

      


      



      
        
          
            P.A.
1951                                                             SA
51

            N/CAL

          

           


        

        
           


          
            

          

        

        
           


        

      


      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]

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      Page
T-2-2

      Boeing
Proprietary                                                                SA
51

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      Table
1 to Purchase Agreement 1951

      Aircraft
Deliveries and Descriptions

      Model
737-900ER Aircraft

      


      


      


      


      


      


      


      [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Page
T-6-1

      Boeing
ProprietarySA 51