fexhibit1022bb.htm


    
      

    


    


    


    Exhibit 10.22(bb)

    


    Supplemental
Agreement No. 53

    


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

    


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

    


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

    


    Whereas,
in consideration of [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT], Customer agrees to allow Boeing to
use certain aircraft for flight testing as provided under letter Agreement
6-1162-RCN-1890;

    


    


    


    


    


    


    Supplemental
Agreement No. 53 to

    Purchase
Agreement No. 1951

    


    


    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, Exhibits, and Letter
  Agreements:

            


    

    


    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. 53.

    


    1.2           Remove
and replace, in their 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 their entirety, pages T-6-1 and T-6-2 of Table 1 entitled the
“Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the
revised pages T-6-1 and T-6-2 of Table 1 attached hereto, and add page
T-6-3.

    


    1.4           Remove
and replace the cover page to Exhibit A-6.1 and insert new Exhibit A-6.2 after
Exhibit A-6.1.

    


               1.5
Letter Agreement no. 6-1162-RCN-1888 entitled Use of Aircraft – Boeing
747-800 and 787 Flight Test Training, is hereby incorporated into the
Purchase Agreement.

    


               1.6
Letter Agreement no. 6-1162-RCN-1890 entitled Use of Aircraft for
Testing, is hereby incorporated into the Purchase Agreement.

    


    


    2.    Option
Aircraft Deposit Refund

    


    In consideration of Customer’s
Agreement to allow Boeing to use certain Aircraft for testing under Letter
Agreement No. 6-1162-RCN-1890, Boeing hereby agrees to [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

    


    


    


    


    


    


    


    


    


    


    Supplemental
Agreement No. 53 to

    Purchase
Agreement No. 1951

    


    


    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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    


    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

            	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              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
      53

            
	 
      	 
      	 
      	 
      
	 
      	
              Aircraft
      Deliveries and

              Descriptions
      – 737-800

            	
               

              T-3

            	
               

              SA
      52

            
	 
      	 
      	 
      	 
      
	 
      	
              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
      53

            
	 
      	 
      	 
      	 
      
	
              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 737-924ER

              [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 737-924ER

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

            	
               

               

               

               

              SA
      53

            
	 
      	 
      	 
      
	
              A-6.2

            	
              Aircraft
      Configuration – Model 737-924ER

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

            	
               

               

               

               

              SA
      53

            
	 
      	 
      	 
      
	
              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
      5

            
	 
      	 
      	 
      
	
              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

            
	 
      	 
      	 
      
	
              6-1162-RCN-1888

            	
              Use
      of Aircraft – Boeing 747-800 and 787 Flight Test Training

            	
               

              SA
      53

            
	 
      	 
      	 
      
	
              6-1162-RCN-1890

            	
              Use
      of Aircraft for Testing

            	
              SA
      53

            


    

    


    


    


    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

               

            
	
              Supplemental
      Agreement No. 52

            	
              August
      31, 2009

               

            
	
              Supplemental
      Agreement No. 53

            	
              December
      23, 2009

               

            
	 
      	 
      


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    


    


    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                                                                           SA53


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    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
Proprietary                                                                           SA53

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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
Proprietary                                                                           SA53


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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-6-2

    Boeing
Proprietary                                                                           SA53


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    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-6-3

    Boeing
Proprietary                                                                           SA53

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    AIRCRAFT
CONFIGURATION

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    CONTINENTAL
AIRLINES, INC.

    


    


    Exhibit
A-6.2 to Purchase Agreement Number 1951

    


    


    (737-924ER
Aircraft

    delivering
during or after January  2011)

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    PA
1951                                                                A-6.2-1                                                      SA
53

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    5a—1951
SA53 -900ER Exhibit
A-6-2.xls                                                                                                BOEING
PROPRIETARY

    


    


    


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

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    December
23, 2009

    


    


    6-1162-RCN-1888

    


    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
TX 77002

    


    
      	
              Attention:

            	
              Mr.
      Ron Baur

            


    

    


    
      	
              Subject:

            	
              Use
      of Aircraft – Boeing 747-800 and 787 Flight Test
  Training

            


    

    


    
      	
              Reference:

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

            


    

    


    (b)
Letter No. 6-1162-SEE-0225R1, dated July 23, 2009; 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

    


    All terms
used but not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement.

    


    In the
reference (b) Letter, Boeing and Customer agreed 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 for the
purpose of testing carbon brakes for use on the model 737NG
Aircraft.  In addition to such testing, Boeing and Customer further
agree that such Aircraft will be used for certain Boeing flight test
training.  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 up to [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]  flight hours in order to
train Boeing personal for the flight testing of the model 747-800 and 787
aircraft.

    


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

    


    3.           Other
Terms

    


    All other terms and conditions,
including but not limited to the refurbishment of the Test Aircraft, contained
in the reference (b) Letter will continue to be in full force and
effect.

    


    4.           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.

    


    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By   /s/ Susan
Englander                                                                

    


    Its           Attorney-in-Fact

    


    


    ACCEPTED
AND AGREED to by

    CONTINENTAL
AIRLINES, INC.

    


    By   /s/ Jacques
Lapointe                                                                

    


    Its Senior Vice President,
Procurement


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    December
23, 2009

    


    


    6-1162-RCN-1890

    


    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
TX 77002

    
      	
              Attention:

            	
              Mr.
      Ron Baur

            


    

    


    
      	
              Subject:

            	
              Use
      of Aircraft for 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

            


    

    


    (b)
Letter No. 6-1162-SEE-0263, dated July 23, 2009; Subject “Use of Aircraft –
737NG Performance Improvement Package Testing”

    


    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.

    


    Customer
agreed in the reference (b) Letter Agreement to allow Boeing to use one (1)
Model 737 Aircraft, with serial number [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT], for certain testing.  In
consideration of [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer
further agrees, subject to Customer’s concurrence of the scope of such further
test flight profile in accordance with the terms below, to allow Boeing to use
such Aircraft or any other Aircraft to conduct certain other additional testing
subject to the requirements herein.  Each such additional test program
is hereinafter referred to as the Test Program and each Aircraft used for such
additional testing is hereinafter referred to as the Test Aircraft.

     
 

    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 Aircraft and Test
Program

    


    Prior to
commencement of each respective Test Program, Boeing will fill in the
information identified in the Attachment and provide such Attachment to Customer
for its approval of the respective Test Program.  [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 

    .

    The
Boeing Engineering Work Authorization form (EWA) provided to Customer will
contain the estimated flight test hours and cycles for the Test
Program.  Boeing agrees to obtain Customer’s prior permission before
conducting any flight testing that would result in the Aircraft flying for a
greater number of flight test hours and cycles than the number of estimated
fight test hours and cycles contained in the EWA.

    


    If
requested by Customer, Boeing agrees to share the Test Program results with
Customer, provided that Customer agree to treat such results as Confidential
Information and not disclose it to third parties without Boeing’s prior written
permission.

     
 

    [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, 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]

    


    3.           Removal of Wiring and Test
Instrumentation.

    


    The wiring installation in the Test
Aircraft will be the same as in the other 737 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]

    


    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.           Wheels, Tires and
Brakes.

    


    If
indicated in the Attachment, 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.           [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]

    


    10.           Termination of Boeing’s
Right to Use Aircraft for Test Programs

    


    10.1           One
of the items identified in the Attachment is the dollar value of each respective
Test Program.  This value will be determined by Boeing acting in good
faith.  Boeing’s right to use Customer’s Aircraft for Test Programs
hereunder will terminate when the cumulative value of the Test Programs
identified in the Attachment equals $[CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].

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

    


    11.           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.

    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    By   /s/ Susan
Englander                                                                

    


    Its     Attorney-in-Fact

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:  December 23,
2009

    


    CONTINENTAL
AIRLINES, INC.

    


    By   /s/ Jacques
Lapointe                                                                

    


    Its   Senior Vice
President, Procurement

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    


    Attachment
to 6-1162-RCN-1890

    Update
No. 1

    


    


    
      	
              Aircraft
      No.

            	
              EWA
      No. *

            	
              Estimated
      Flight Test Hrs.

            	
              Actual
      Flight Test Hrs.

            	
              Scheduled
      Delivery Month

            	
              Revised
      Delivery Month

            	
              Test
      Program $ Value

            	
              Wheels,
      tires, brakes replaced?

            	
              Engines
      Borescoped?

            
	
              3138/YJ571

            	
              Y3333-003

            	
              No
      greater than [***]

            	 
      	
              TBD**

            	
              TBD**

            	
              $[***]

            	
              No

            	
              Yes

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    * EWA is
the Boeing Engineering Work Authorization form number.  Such form
contains the test description and will be provided to Customer concurrent with
this attachment.

    


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

    


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

    


    Approved
by:

    


    CONTINENTAL
AIRLINES, INC.

    


    By  /s/ Jacques
Lapointe                                                                           

    Its  Senior Vice President,
Procurement