fexhibit102.htm


    
      
        

      


      Exhibit
10.2

      Supplemental
Agreement No. 50

      


      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 July 23,
2009 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);

      


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

      


      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. 50.

      


      1.2 Incorporate
new Exhibit A-2.4, attached hereto, for all 737-800 Aircraft delivering in
November 2010 and later.

      


      1.3 Incorporate
new page T-3-7 to Table 1 entitled the “Aircraft Deliveries and Descriptions,
Model 737-800 Aircraft”, attached hereto.

      


      1.4 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.

      


      1.5 Remove
and replace, in its entirety, the cover page to Exhibit A-2.3 with the revised
cover page attached hereto.

      


      1.6 Incorporate
revised letter agreement 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]” into the Purchase
Agreement.

      


      1.7 Incorporate
letter agreement 6-1162-SEE-0263, “Use of Aircraft – 737NG Performance
Improvement Package Testing” into the Purchase Agreement.

      


      


      1.8 Incorporate
letter agreement 6-1162-SEE-0187,”Passenger Service Unit Resolution” into the
Purchase Agreement.

      


      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

              


      

           Procurement

      


      



      
        
          
            P.A.
1951

            CAL                                                      SA
50-1

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      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                                                               i                                                                  SA
50

            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
      49

              
	 
      	 
      	 
      	 
      
	 
      	
                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
      48

              
	 
      	 
      	 
      	 
      
	
                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

            N/CAL                                                                SA50

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      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

              


      

      


      



      
        
          
            P.A.
1951

            N/CAL                                                                SA50

            


          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      


      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                                                                SA50


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      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-2-3

                                                  Boeing
ProprietarySA50


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
1 to Purchase Agreement 1951

      Aircraft
Deliveries and Descriptions

      Model
737-800 Aircraft

      


      


      


      


      


      


      


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

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


       

      


      


      


      


      


      


      Page
T-3-5

      Boeing
Proprietary

      SA50

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Table
1 to Purchase Agreement 1951

      Aircraft
Deliveries and Descriptions

      Model
737-800 Aircraft

      


      


      


      


      


      


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

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Page
T-3-6

      Boeing
ProprietarySA50


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AIRCRAFT
CONFIGURATION

      


      between

      


      THE
BOEING COMPANY

      


      and

      


      CONTINENTAL
AIRLINES, INC.

      


      


      Exhibit
A-2.3 to Purchase Agreement Number 1951

      


      


      (737-824
Aircraft scheduled to deliver between August 2008 and October 2010)

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
1951                                                      A-2.3-1                                                      SA
50


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AIRCRAFT
CONFIGURATION

      


      between

      


      THE
BOEING COMPANY

      


      and

      


      CONTINENTAL
AIRLINES, INC.

      


      


      Exhibit
A-2.4 to Purchase Agreement Number 1951

      


      


      (737-800
Aircraft scheduled to deliver in or after November 2010)

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      PA
1951                                                      A-2.4-1                                                      SA
50


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      737-800                                           BOEING
PROPRIETARY

      Exhibit
A-2.4

      


      


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

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      December
23, 2008

      6-1162-SEE-0187

      


      Continental
Airlines, Inc.

      1600
Smith Street

      Houston,
TX  77002

      


      Attention:                      Mr.
Ron Baur

      


      Subject:                      Passenger
Service Unit Resolution

      


      Dear
Ron,

      


      During
replacement of a Passenger Service Unit (PSU) by Customer on an in-service
737-900ER, it was discovered  that [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Boeing
Proprietary


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      Continental
Airlines

      6-1162-SEE-0187

      Page
2

      


      Customer
understands that Boeing considers certain commercial and financial information
contained in this Letter Agreement as confidential, and 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 Third Party.

      


      If the
foregoing correctly sets forth your understanding of our agreement with respect
to the matters set forth above, please indicate your acceptance and approval
below.  This Letter Agreement will become effective upon signature by
Boeing and Customer.

      


      Sincerely,

      


      THE
BOEING
COMPANY                                                                                     CONTINENTAL
AIRLINES, INC.

      


      


            /s/  Susan
Englander                                                                       /s/   Jacques
Lapointe

      Signature                                                                Signature

      


      


      Susan
Englander                                                                                     Jacques
Lapointe

      Printed
Name                                                                Printed
Name

      


      Regional
Director                                                                           Senior Vice President
Procurement

      Title                                                      Title


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      July 23,
2009

      


      6-1162-SEE-0225R1

      


      Continental
Airlines, Inc.

      1600
Smith Street

      Houston,
TX 77002

      


      
        	
                Attention:

              	
                Mr.
      Ron Baur

              


      

      


      
        	
                Subject:

              	
                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

              


      

      


      
        	
                Reference:

              	
                (a)
      Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing
      Company (Boeing) and Continental Airlines, Inc. (Customer) relating to
      Model 737 Aircraft

              


      

      


      This
letter agreement (Letter Agreement) amends and supersedes 6-1162-SEE-0225 and
amends and supplements the Purchase Agreement.  All terms used but not
defined in this Letter Agreement have the same meaning as in the Purchase
Agreement.

      


      Boeing
and Customer hereby agree that one (1) Model 737-900ER Aircraft, with serial
number [CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will be used by Boeing
in its flight test program for obtaining the FAA certification of carbon brakes
for use on the 737NG aircraft, for obtaining European Aviation Safety Agency
(EASA) certification for [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] Such Aircraft is hereinafter referred
to as the Test Aircraft and such test program is hereinafter referred to as the
Test Program.

      


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

      


      1.           Test
Program

      


      The Test
Aircraft will be flown for a total of approximately [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

      flight
hours to complete the requirements described above.  The Test Aircraft
will be flown within the Aircraft Flight Manual operational
limits.  The Test program will include [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT

      


      6-1162-SEE-0225
R1

      Page 2 of
5

      


       Prior
to delivery of the Test Aircraft, designated Customer representatives may
inspect the Test Aircraft in accordance with Article 9.2 of the Purchase
Agreement.    In addition, Boeing will provide to Customer a
report detailing the test conditions that the Test Aircraft, and in particular,
the landing gear, was subjected to during the Test Program to verify that test
conditions were within design parameters.  Any items deemed to be beyond
reasonable wear and tear will be addressed via standard delivery processes
subject to discussion between Boeing and Customer.

      


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

      


      6-1162-SEE-0225
R1

      Page 3 of
5

      


      


      3.           Removal of Wiring and Test
Instrumentation.

      


      The wiring installation in the Test
Aircraft will be the same as in the other 737-900ER Aircraft being purchased by
the Customer under the Agreement.  Boeing will remove all flight test
wiring and instrumentation to the extent practicable.  Any residual
flight test wiring and instrumentation [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be firmly affixed to the Test
Aircraft, and will not physically or electrically affect systems on the
Test

      Aircraft
or effect the continued serviceability of the Aircraft at delivery to
Customer.  Boeing shall provide Customer a detailed list and
description of any residual wiring that will remain on the Test
Aircraft.

      


      


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

      


      5.           Warranty.

      


      The terms
and conditions of the Product Assurance Document (Exhibit C to the AGTA) will
run full term from the date of the delivery of the Test Aircraft to
Customer.  If any Boeing supplier, except the Engine manufacturer,
refuses to honor any valid warranty claim submitted by Customer solely on the
basis of use or time expiration relating to the Test Program or refurbishment,
Boeing will assume responsibility for such claim using the supplier warranty
terms and conditions as though the warranty period began with delivery of the
Test Aircraft to Customer.

      


      6-1162-SEE-0225
R1

      Page 4 of
5

      


      


      6.           Wheels, Tires and
Brakes.

      


      Boeing
will remove the Test Program tires, wheels, and brakes and replace with the
production tires, wheels and brakes

      on the
Test Aircraft after such Test Program and prior to delivery of the Test
Aircraft.

      


      7.           Accomplishment of
Maintenance Check.

      


      Boeing
will maintain the Test Aircraft with an Airplane Inspection Program (AIP) as
required by 14 CFR 91.409 (e). Scheduled maintenance and inspection
intervals will be based on a Low Utilization Maintenance Plan from the 737
Maintenance Planning Document as described in the AIP.

      


      
        	
                8.  

              	
                List of Greases, Oils
      and Other Fluids.

              


      

      


      Boeing
will provide Customer in a timely manner a list of part and/or specification
numbers and suppliers of the greases, oils and other fluids used to service the
Test Aircraft during the flight test program.

      


      
        	
                9.  

              	
                 Flight Test
      Engines.

              


      

      


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

      


      
        	
                10.  

              	
                Confidential
      Treatment.

              


      

      


      Customer
understands that certain commercial information contained in this Letter
Agreement are considered by Boeing as confidential.  Customer agrees
that it will treat this Letter Agreement and the information contained herein as
confidential  and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity, except as required by law.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      6-1162-SEE-0225
R1

      Page 5 of
5

      


      


      


      Very
truly yours,

      


      THE
BOEING COMPANY

      


      By  /s/ Susan
Englander

      Its           Attorney-in-Fact

      


      ACCEPTED
AND AGREED TO this

      


      Date
    July
23, 2009

      


      CONTINENTAL
AIRLINES, INC.

      


      By /s/ Jacques
Lapointe

      


      Its Senior Vice President –
Procurement

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      July 23,
2009

      


       
 

      


      6-1162-SEE-0263

      


      


      Continental
Airlines, Inc.

      1600
Smith Street

      Houston,
TX 77002

      


      


      


      
        	
                Attention:

              	
                Mr.
      Ron Baur

              


      

      


      
        	
                Subject:

              	
                Use
      of Aircraft – 737NG Performance Improvement Package
  Testing

              


      

      


      
        	
                Reference:

              	
                (a)
      Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing
      Company (Boeing) and Continental Airlines, Inc. (Customer) relating to
      Model 737 Aircraft

              


      

      


      This
letter agreement (Letter Agreement) amends and supplements the Purchase
Agreement.  All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement.

      


      Boeing
and Customer hereby agree that one (1) Model 737-800 Aircraft, [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] will be used by Boeing in its flight
test program to support FAA certification [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].  Such Aircraft is
hereinafter referred to as the Test Aircraft and such test program is
hereinafter referred to as the Test Program.

      


      Customer
will accept delivery of the Test Aircraft without any reduction in the Aircraft
Price on account of the depreciation and wear and tear resulting from such
testing, subject to the provisions set forth below.

      


      1.           Test
Program

      


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

      


      6-1162-SEE-0263

      Page 2 of
6

      


      


      It is
hereby agreed that Customer will accept delivery of the Test Aircraft under the
terms of the Purchase Agreement except to the extent those terms are varied
expressly herein.  [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

      


      Prior to
delivery of the Test Aircraft, designated Customer representatives may inspect
the Test Aircraft in accordance with Article 9.2 of the Purchase
Agreement.    In addition, Boeing will provide to Customer a
report detailing the test conditions that the Test Aircraft was subjected to
during the Test Program to verify that test conditions were within design
parameters.  Any items deemed to be beyond reasonable wear and tear will be
addressed via standard delivery processes subject to discussion between Boeing
and Customer.

      


      6-1162-SEE-0263

      Page 3 of
6

      


      


      
        	
                2.

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

              


      

      


      3.           Removal
of Wiring and Test Instrumentation.

      


      The
wiring installation in the Test Aircraft will be the same as in the other
737-800 Aircraft being purchased by the Customer under the Agreement. Boeing
will remove all flight test wiring and instrumentation to the extent
practicable. [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

      


      6-1162-SEE-0263

      Page 4 of
6

      


      


      
        	
                4.

              	
                [CONFIDENTIAL MATERIAL OMITTED
      AND FILED SEPARATELY WITH

              


      

      
        	
                 
      

              	
                THE
      SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
A

              


      

      
        	
                 
      

              	
                        REQUEST
      FOR CONFIDENTIAL TREATMENT]

              


      

      


      5.           Warranty.

      


      The terms
and conditions of the Product Assurance Document (Exhibit C to the AGTA) will
run full term from the date of the delivery of the Test Aircraft to
Customer.  If any Boeing supplier, except the Engine manufacturer
(except as provided for in Section 9), refuses to honor any valid warranty claim
submitted by Customer solely on the basis of use or time expiration relating to
the Test Program or refurbishment, Boeing will assume responsibility for such
claim using the supplier warranty terms and conditions as though the warranty
period began with delivery of the Test Aircraft to Customer.

      


      6.           Wheels, Tires and
Brakes.

      


      Boeing
will remove the Test Program tires, wheels, and brakes and replace with the
production tires, wheels and brakes on the Test Aircraft after such Test Program
and prior to delivery of the Test Aircraft.

      


      


      7.           Accomplishment of
Maintenance Check.

      


      Boeing
will maintain the Test Aircraft with an Airplane Inspection Program (AIP) as
required by 14 CFR 91.409 (e). Scheduled maintenance and inspection
intervals will be based on a Low Utilization Maintenance Plan from the 737
Maintenance Planning Document as described in the AIP.

      


      6-1162-SEE-0263

      Page 5 of
6

       
 

      


      8.           List of Greases, Oils and
Other Fluids.

      


      Boeing
will provide Customer in a timely manner a list of part and/or specification
numbers and suppliers of the greases, oils and other fluids used to service the
Test Aircraft during the flight test program.

      


      9.           [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH

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

      


      


      10.           Confidential
Treatment.

      


      Customer
understands that certain commercial information contained in this Letter
Agreement are considered by Boeing as confidential.  Customer agrees
that it will treat this Letter Agreement and the information contained herein as
confidential  and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity, except as required by law.

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      6-1162-SEE-0263

      Page 6 of
6

      


      


      Very
truly yours,

      


      THE
BOEING COMPANY

      


      By    /s/ Susan
Englander

      Its           Attorney-in-Fact

      


      ACCEPTED
AND AGREED TO this

      


      Date
    July
23, 2009

      


      CONTINENTAL
AIRLINES, INC.

      


      By   /s/ Jacques
Lapointe

      


      Its Senior Vice President –
Procurement