OUTSIDE DIRECTOR STOCK OPTION AGREEMENT



EXHIBIT 10.5



Supplemental Agreement No. 46 



to



Purchase Agreement No. 1951



Between



The Boeing Company



and



Continental Airlines, Inc.



Relating to Boeing Model 737 Aircraft


 

 

THIS SUPPLEMENTAL AGREEMENT, entered into as of 

June 25, 2008 by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);


WHEREAS, Buyer wishes to exercise [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, and Letter Agreements:




	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. 46.
	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.
	Remove and replace, in their entirety, page T-2-2, T-2-3 and T-2-4 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-700 Aircraft", with the revised page T-2-2 and T-2-3 of Table 1 attached hereto.
	Incorporate Letter Agreement 6-1162-SEE-133, Model 737-924ER Performance Guarantees - Settlement.






1.5Remove and replace, In its entirety, Letter Agreement 6-1162-MMF-311R5 entitled [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the revised Letter Agreement 6-1162-MMF-311R6 attached hereto.


1.6Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R9 entitled "Special Matters", with the revised Letter Agreement 6-1162-GOC-131R10 attached hereto reflecting agreement to use the appropriate factor contained in Boeing's 4th Qtr 2007 escalation forecast package for [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


1.7Remove and replace, in its entirety, the cover page to Exhibit A-1.1 entitled "Aircraft Configuration - Model 737-724 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

" with the revised cover page reflecting revision documented in SA-41 to revise title to "Aircraft Configuration - Model 737-724[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. 


The Agreement will be deemed to be supplemented to the extent herein provided as of the date hereof and as so supplemented will continue in full force and effect.


 

EXECUTED IN DUPLICATE as of the day and year first written above.


 

THE BOEING COMPANYContinental Airlines, Inc.

     

By:    /s/ Susan Englander                   By:     /s/ Gerald Laderman


Its:  Attorney-In-Fact    Its: Senior Vice President - 
     Finance and Treasurer













TABLE OF CONTENTS


PageSA

NumberNumber


ARTICLES


1.Subject Matter of Sale1-1SA 39


2.Delivery, Title and Risk

of Loss2-1


3.Price of Aircraft3-1SA 39


4.Taxes4-1


5.Payment5-1


6.Excusable Delay6-1


7.Changes to the Detail Specification7-1SA 39


8.Federal Aviation Requirements and

Certificates and Export License8-1SA 39


9.Representatives, Inspection, Flights and Test Data9-1


10.Assignment, Resale or Lease10-1


11.Termination for Certain Events11-1


12.Product Assurance; Disclaimer and Release; Exclusion of Liabilities;

Customer Support; Indemnification and Insurance12-1


13.Buyer Furnished Equipment and Spare Parts13-1


14.Contractual Notices and Requests14-1SA 39


15.Miscellaneous15-1


 

TABLE OF CONTENTS



PageSA

NumberNumber

TABLES

1.Aircraft Deliveries and

Descriptions - 737-500T-1SA 3


Aircraft Deliveries and

Descriptions - 737-700T-2SA 46


Aircraft Deliveries and

Descriptions - 737-800T-3SA 45


Aircraft Deliveries and

Descriptions - 737-600T-4SA 4


Aircraft Deliveries and

Descriptions - 737-900T-5SA 39


Aircraft Deliveries and

Descriptions - 737-900ERT-6SA 46

EXHIBITS


A-1Aircraft Configuration - Model 737-724 




(Aircraft delivering through July 2004)SA 26


A-1.1Aircraft Configuration - Model 737-724 

(Aircraft delivering on or after August 2004)SA 46


A-2Aircraft Configuration - Model 737-824 

(Aircraft delivering through July 2004)SA 26


A-2.1Aircraft Configuration - Model 737-824 

(Aircraft delivering August 2004

through December 2007)SA 41


A-2.2Aircraft Configuration - Model 737-824 

(Aircraft delivering January 2008 through July 2008SA 45


A-2.3Aircraft Configuration - Model 737-824

(Aircraft delivering after July 2008)........SA 45


A-3Aircraft Configuration - Model 737-624SA 1

TABLE OF CONTENTS


SA

Number

EXHIBITS (continued)





A-4Aircraft Configuration - Model 737-524SA 3


A-5Aircraft 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-6Aircraft Configuration - Model 737-924ERSA 45

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





A-6.1Aircraft Configuration - Model 737-924ER
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



BProduct Assurance DocumentSA 1


CCustomer Support Document - Code Two - 

Major Model DifferencesSA 1


C1Customer Support Document - Code Three - 

Minor Model DifferencesSA 39


DAircraft Price Adjustments - New 

Generation Aircraft (1995 Base Price -

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

SA 1


D1Airframe and Engine Price Adjustments - 

Current Generation AircraftSA 1




SA

Number

EXHIBITS (continued)





D2Aircraft 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


D3Aircraft 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


D4Escalation 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


EBuyer Furnished Equipment

Provisions DocumentSA 39


FDefined Terms DocumentSA 5


 
TABLE OF CONTENTS





SA

Number




LETTER AGREEMENTS

1951-1Not Used


1951-2R4Seller Purchased EquipmentSA 39


1951-3R22Option Aircraft-Model 737-824 AircraftSA 38


1951-4R1Waiver of Aircraft DemonstrationSA 1


1951-5R3Promotional Support - New Generation

AircraftSA 39


1951-6Configuration Matters


1951-7R1Spares Initial ProvisioningSA 1


1951-8R2Escalation Sharing - New Generation 

AircraftSA 4


1951-9R20Option Aircraft-Model 737-724 AircraftSA 45


1951-11R1Escalation Sharing-Current Generation 

AircraftSA 4


1951-12R7Option Aircraft - Model 737-924 Aircraft SA 32


1951-13Configuration Matters - Model 737-924     SA 5









	Installation of Cabin Systems Equipment  



737-924SA 22


1951-15Configuration Matters - Model 737-924ER  SA 39


 

 

 

 







TABLE OF CONTENTS


SA

Number


RESTRICTED LETTER AGREEMENTS

6-1162-MMF-295Performance Guarantees - Model 

737-724 Aircraft


6-1162-MMF-296Performance Guarantees - Model 

737-824 Aircraft


6-1162-MMF-308R4Disclosure of Confidential 

InformationSA 39








6-1162-MMF-309R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 1

6-1162-MMF-311R6Lease of Additional Gross Weight

for Model 737 AircraftSA 46


6-1162-MMF-312R1Special Purchase Agreement

ProvisionsSA 1


6-1162-MMF-319Special Provisions Relating to the

Rescheduled Aircraft


6-1162-MMF-378R1Performance Guarantees - Model

737-524 AircraftSA 3








6-1162-GOC-015R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 31

6-1162-GOC-131R10Special MattersSA 46


6-1162-DMH-365Performance Guarantees - Model

737-924 AircraftSA 5








6-1162-DMH-624[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 8


TABLE OF CONTENTS


SA

Number


RESTRICTED LETTER AGREEMENTS (continued)

6-1162-DMH-680Delivery Delay Resolution ProgramSA 9








6-1162-DMH-1020[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  SA 14


6-1162-DMH-1035[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 15


6-1162-DMH-1054[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 16

6-1162-CHL-048Rescheduled Aircraft AgreementSA 26


6-1162-CHL-195Restructure Agreement for Model

737NG and 757-300 Aircraft  SA 30


6-1162-MSA-768Performance Guarantees - Model

737-924ER AircraftSA 39








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


 

 

TABLE OF CONTENTS


 

SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 1October 10, 1996


Supplemental Agreement No. 2March 5, 1997


Supplemental Agreement No. 3July 17, 1997


Supplemental Agreement No. 4October 10, 1997


Supplemental Agreement No. 5May 21, 1998


Supplemental Agreement No. 6July 30, 1998


Supplemental Agreement No. 7November 12, 1998


Supplemental Agreement No. 8December 7, 1998


Supplemental Agreement No. 9February 18, 1999


Supplemental Agreement No. 10March 19, 1999


Supplemental Agreement No. 11May 14, 1999


Supplemental Agreement No. 12July 2, 1999


Supplemental Agreement No. 13October 13, 1999


Supplemental Agreement No. 14December 13, 1999


Supplemental Agreement No. 15January 13, 2000


Supplemental Agreement No. 16March 17, 2000


Supplemental Agreement No. 17May 16, 2000


 

TABLE OF CONTENTS


 

 







SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 18September 11, 2000


Supplemental Agreement No. 19October 31, 2000


Supplemental Agreement No. 20December 21, 2000


Supplemental Agreement No. 21March 30, 2001 


Supplemental Agreement No. 22May 23, 2001 


Supplemental Agreement No. 23June 29, 2001 


Supplemental Agreement No. 24August 31, 2001


Supplemental Agreement No. 25December 31, 2001


Supplemental Agreement No. 26March 29, 2002


Supplemental Agreement No. 27November 6, 2002


Supplemental Agreement No. 28April 1, 2003


Supplemental Agreement No. 29August 19, 2003 


Supplemental Agreement No. 30November 4, 2003 


Supplemental Agreement No. 31August 20, 2004


Supplemental Agreement No. 32December 29, 2004 


Supplemental Agreement No. 33December 29, 2004 


Supplemental Agreement No. 34June 22, 2005 


Supplemental Agreement No. 35June 30, 2005 


Supplemental Agreement No. 36July 21, 2005 


TABLE OF CONTENTS


 

 







SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 37March 30, 2006 


Supplemental Agreement No. 38June 6, 2006 


Supplemental Agreement No. 39August 3, 2006 


Supplemental Agreement No. 40December 5, 2006 


Supplemental Agreement No. 41June 1, 2007


Supplemental Agreement No. 42June 13, 2007


Supplemental Agreement No. 43July 18, 2007


Supplemental Agreement No. 44December 7, 2007


Supplemental Agreement No. 45February 20, 2008


Supplemental Agreement No. 46June 25, 2008








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]

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]

1951PA/CALContinental Airlines, Inc.


 

 

 

 

AIRCRAFT CONFIGURATION



between



THE BOEING COMPANY



and



Continental Airlines, Inc.



 

 

Exhibit A-1.1 to Purchase Agreement Number 1951



(737-724 Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

6-1162-MMF-311R6
June 25, 2008


 







Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002


 

Subject:Letter Agreement No. 6-1162-MMF-311R6 to Purchase Agreement No. 1951 - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


Ladies and Gentlemen:


This Letter Agreement amends Purchase Agreement No. 1951 dated July 23, 1996(the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft). This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-MMF-311R5 dated August 3, 2006.


All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.


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


5.Confidential Treatment.


Boeing and Buyer agree that certain commercial and financial information contained in this Letter Agreement is confidential and subject to the confidentiality provisions of Letter Agreement 6-1162-MMF-308R6, "Disclosure of Confidential Information."


If this Letter Agreement correctly states your understanding of the matters treated herein, please so indicate by signature below.


 

 

 

 

 

 

 

 

Very truly yours,


THE BOEING COMPANY


 

 



By  _/s/ Susan Englander


Its    Attorney-In-Fact    


 

ACCEPTED AND AGREED TO this


Date:  June  25, 2008  


CONTINENTAL AIRLINES, INC.


 

 

By   /s/ Gerald Laderman


Its  Senior Vice President - Finance


Attachment A to

Letter Agreement 6-1162-MMF-311R6


Date:  June 25, 2008 
Continental Airlines, Inc.

1600 Smith Street

Houston, TX   77002








Attention:Technical Department


Reference:Letter Agreement 6-1162-MMF-311R6 to

Boeing/CAL Purchase Agreement 1951


Transmitted by Facsimile:TBD


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


Very truly yours,


THE BOEING COMPANY


 

 

By:  __________________


Its: __________________

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

6-1162-SEE-133

June 25, 2008


Continental Airlines, Inc.

1600 Smith Street HQSFM

Houston, TX  77002


 

Subject:Model 737-924ER [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Reference:1)  Purchase Agreement No. 1951 dated July 23, 1996 between The Boeing Company and Continental Airlines, Inc. 

2)  Letter Agreement 6-1162-MSA-768 dated August 3, 2006, Performance Guarantees - Model 737-900ER







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


This Letter Agreement amends and supplements Purchase Agreement No. 1951 dated July 23, 1996 (The Agreement) between The Boeing Company and Continental Airlines, Inc.  All terms used but not defined in this Letter Agreement have the same meaning as in the Agreement.


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


4.Confidential Treatment.     Boeing and Customer understand that certain commercial and financial information contained in this Letter Agreement is considered confidential.  Both parties agree to treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of the other party, disclose this Letter Agreement or any information contained herein to any other person or entity.


 

Very truly yours,


THE BOEING COMPANY


 

By      /s/ Susan Englander           


Its           Attorney-In-Fact           


 

ACCEPTED AND AGREED TO this


Date:    June 25                , 2008


CONTINENTAL AIRLINES, INC.


 

By  /s/ Gerald Laderman          


Its  Senior Vice President-Finance and Treasurer 


June 25, 2008

6-1162-GOC-131R10


 

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas  77002


 

Subject:Letter Agreement No. 6-1162-GOC-131R10 to Purchase
Agreement No. 1951 - Special Matters


 




Ladies and Gentlemen:


This Letter Agreement amends Purchase Agreement No. 1951 dated as of July 23, 1996 (the Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Buyer) relating to Model 737 aircraft (the Aircraft).  This Letter Agreement supersedes and replaces in its entirety Letter Agreement 6-1162-GOC-131R9 dated June 25, 2007.


All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.


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


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


2.1Firm Aircraft.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


2.2Option Aircraft and follow-on Firm.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


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


4.Option Aircraft.


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


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


6.Assignment of Credits.


Buyer may not assign the credit memoranda described in this Letter Agreement without Boeing's prior written consent [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


7.Confidential Treatment.


Boeing and Buyer understand that certain information contained in this Letter Agreement, including any attachments hereto, are considered by both parties to be confidential.  Notwithstanding the provisions of Letter Agreement 6-1162-MMF-308R4, Boeing and Buyer agree that each party will treat this Letter Agreement and the information contained herein as confidential and will not, without the other party's prior written consent, disclose this Letter Agreement or any information contained herein to any other person or entity except as may be required by applicable law or governmental regulations.


 

Very truly yours,


THE BOEING COMPANY


 



By   /s/ Susan Englander

Its    Attorney-In-Fact    


 

ACCEPTED AND AGREED TO this


Date:  __June 25, 2008____________


CONTINENTAL AIRLINES, INC.


 

 

By  /s/ Gerald Laderman

Its Senior Vice President - Finance and Treasurer