CERTIFICATION



EXHBIT 10.1


Supplemental Agreement No. 41



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 1, 2007, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);


WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement), as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700, 737-800, 737-900 and 737-900ER aircraft (the Aircraft);


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


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


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



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


WHEREAS, Boeing agrees 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, 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. 41.
	Remove and replace, in its 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 of Table 1 attached hereto.
	Add page T-3-5 to Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-800 Aircraft".  
	Remove, in its entirety, page T-5-2 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-900 Aircraft". 
	Remove and replace, in its entirety, page T-6-1 and T-7-1 of Table 1 entitled, "Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft", with the revised page T-6-1 and T-6-2 attached hereto.
	Remove and replace, in its entirety, "Exhibit A-6", with the revised Exhibit A-1.1 (737-724 Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached hereto.
	Remove and replace, in its entirety, "Exhibit A-7", with the revised Exhibit A-2.1 (737-824 Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached hereto.
	Add Exhibit A-2.2 (737-824 Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] attached hereto.
	Remove and replace Exhibit A-9, with the revised Exhibit A-6 (737-900ER Aircraft) attached hereto.  
	Remove Exhibit A-8, in its entirety (737-924 Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Remove and replace, in its entirety, "Supplemental Exhibit D-3", with the revised Supplemental Exhibit D-3 attached hereto.
	Add "Supplemental Exhibit D-4", to reflect the changes to the Bureau of Labor Statistics related to Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R7 "Special Matters", with the revised Letter Agreement 6-1162-GOC-131R8 attached hereto.





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


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


 

THE BOEING COMPANYContinental Airlines, Inc.


 

 

 

By:  /s/ Anthony J. Hicker 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 41


Aircraft Deliveries and

Descriptions - 737-800T-3SA 41


Aircraft Deliveries and

Descriptions - 737-600T-4SA 4


Aircraft Deliveries and

Descriptions - 737-900T-5SA 39


Aircraft Deliveries and

Descriptions - 737-900ERT-6SA 41



EXHIBITS





A-1Aircraft Configuration - Model 737-724

(Aircraft delivering through July 2004)SA 26


A-1.1Aircraft Configuration - Model 737-724

(Aircraft delivering after July 2004)SA 41


A-2Aircraft Configuration - Model 737-824 

(Aircraft delivering through July 2004)SA 26


A-2.1Aircraft Configuration - Model 737-824 

(Aircraft delivering after July 2004

through December 2007)SA 41


A-2.2Aircraft Configuration - Model 737-824 

(Aircraft delivering after December 2007SA 41


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


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


A-5Aircraft Configuration - Model 737-924 

SA 26


A-6Aircraft Configuration - Model 737-92ERSA 41


 

TABLE OF CONTENTS


SA

Number
EXHIBITS (continued)





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 - Next 

Generation Aircraft (1995 Base Price - 

Aircraft delivering through July 2004)SA 1


D1Airframe and Engine Price Adjustments - 

Current Generation AircraftSA 1



D2Aircraft Price Adjustments - Next 

Generation Aircraft (1997 Base Price - Aircraft 

delivering through July 2004)SA 5


D3Aircraft Price Adjustments - Next 

Generation Aircraft (July 2003 Base Price - 

Aircraft delivering through December 2007)SA 41


D4Aircraft Price Adjustments - Next 

Generation Aircraft (Aircraft delivering in 

or after January 2008)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 - Next Generation

AircraftSA 39


1951-6Configuration Matters


1951-7R1Spares Initial ProvisioningSA 1


1951-8R2Escalation Sharing - Next Generation 

AircraftSA 4


1951-9R18Option Aircraft-Model 737-724 AircraftSA 38


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-311R5[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 39


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-131R7Special MattersSA 41


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


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


 







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


Supplemental Agreement No. 18September 11, 2000


Supplemental Agreement No. 19October 31, 2000


Supplemental Agreement No. 20December 31, 2000


Supplemental Agreement No. 21March 30, 2001







TABLE OF CONTENTS


 

SUPPLEMENTAL AGREEMENTSDATED AS OF:

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


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






Table 1 to Purchase Agreement 1951

Aircraft Deliveries and Descriptions

Model l737-700 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 delivering August 2004 through December 2007)







AIRCRAFT CONFIGURATION



Dated                 

relating to



BOEING MODEL 737-724 AIRCRAFT



Exhibit A-1.1


 

The Detail Specification is Customer Detail Specification D6-38808-42 Revision A dated November 1, 1998.  Such Detail Specification will be comprised of Boeing Configuration Specification D6-38808 Revision G dated April 29, 1997 as amended to incorporate the applicable specification language to reflect the effect of the changes set forth in the Change Requests and Master Changes listed below, including the effects of such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW).  Such Change Requests and Master Changes are set forth in Boeing Document D6-39049.  As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect the effect of such changes.  The Aircraft Basic Price will reflect and include all effects of such changes of price, except such Aircraft Basic Price will not include the price effects of Change Requests changing Buyer Furnished Equipment to Seller Purchased Equipment.


Exhibit A-1.1 to

Purchase Agreement No. 1951

Page 3


PRICE PER

AIRCRAFT

CHANGE NO.TITLEK[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]

1951PA/CALContinental Airlines, Inc.


 

 

 

 

AIRCRAFT CONFIGURATION



between

 

THE BOEING COMPANY



and



Continental Airlines, Inc.



 

 

Exhibit A-2.1 to Purchase Agreement Number 1951



(737-824 Aircraft delivering August 2004 through December 2007)



 

AIRCRAFT CONFIGURATION



Dated



relating to



BOEING MODEL 737-824 AIRCRAFT



Exhibit A-2.1



The Detail Specification is Boeing Detail Specification D6-38808-43 dated October 2, 2001.  Such Detail Specification will be comprised of Boeing Configuration Specification D6-38808 Revision G dated April 29, 1997 as amended to incorporate the applicable specification language to reflect the effect of the changes set forth in the Change Requests listed below, including the effects of such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight (OEW).  Such Change Requests are set forth in Boeing Document D6-39050.  As soon as practicable, Boeing will furnish to Buyer copies of the Detail Specification, which copies will reflect the effect of such changes.  The Aircraft Basic Price will reflect and include all effects of such changes on price, except such Aircraft Basic Price will not include the price effect of changing Buyer Furnished Equipment to Seller Purchased Equipment.

Exhibit A-2.1 to

Purchase Agreement No. 1951

Page 3


PRICE PER

AIRCRAFT

CHANGE NO.TITLEK[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]


AIRCRAFT CONFIGURATION



between



THE BOEING COMPANY



and



Continental Airlines, Inc.



 

Exhibit A-2.2 to Purchase Agreement Number 1951



 

(737-800 Aircraft delivering in or after January 2008)

737-800BOEING PROPRIETARY

Exhibit A-2.2


	
























CR
	
























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

First of Model

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

Follow on Price

Per A/C





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

AIRCRAFT CONFIGURATION



between



THE BOEING COMPANY



and



Continental Airlines, Inc.



 

Exhibit A-6 to Purchase Agreement Number 1951



 

(737-924ER Aircraft)


 

737-900ERBOEING PROPRIETARY

Exhibit A-6


	
























CR
	
























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

First of Model

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

Follow on Price

Per A/C





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


1951PA/CALCONTINENTAL AIRLINES, INC.


 

 

 

 

AIRCRAFT PRICE ADJUSTMENT



between



THE BOEING COMPANY



and



Continental Airlines, Inc.


 

 

 

 

Exhibit D-3 to Purchase Agreement Number 1951



 

Next Generation Aircraft

(Aircraft Delivering in August 2004 through December 2007)



PRICE ADJUSTMENT DUE TO

ECONOMIC FLUCTUATIONS

AIRCRAFT PRICE ADJUSTMENT

(July 2003 Base Price)


Aircraft Price Adjustment for New Generation Aircraft 

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


1.Formula


The Aircraft Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following formula:


Pa = (P) (L + M) - P


Where:

Pa =Airframe Price Adjustment.



P =Airframe Price plus Optional Features Price (as set forth in Article 3.2 of this Agreement).











L =[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]    x (ECI 

        ECIb)



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

ECI = a value determined using the U.S. Department of Labor, Bureau of Labor Statistics [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the month of scheduled delivery of the applicable Aircraft.  As the Employment Cost Index values are released only on a quarterly basis, the value released for the month of March will be used for the months of January and February; the value for June used for April and May; the value for September used for July and August; and the value for December used for October and November.


ECIb =the base year index (as set forth in Table 1 for Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of this Purchase Agreement)





[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] = 
a value determined using the U.S. Department of Labor, Bureau of Labor Statistics [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] prior to the month of scheduled delivery of the applicable Aircraft.






[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] =
the base year index (as set forth in Table 1 for Aircraft [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of this Purchase Agreement)








As an example, for an Aircraft scheduled to be delivered in the month of July, the months [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] will be utilized in determining the value of ECI and CPI.


Note:i.In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth. 


ii.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is the numeric ratio attributed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the Airframe Price Adjustment formula.


iii.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is the numeric ratio attributed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the Airframe Price Adjustment formula.


iv.The denominators (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics.  The actual average values are calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the airframe base year.  The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement. 


v.The final value of Pa will be rounded to the nearest dollar.


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





2.Values to be Utilized in the Event of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].


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


2.2Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.  


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


2.4If within 12 months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental invoice.

Note:i.The values released by the Bureau of Labor Statistics and available to Boeing 30 days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery.  The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above.  


ii.The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.





 

ESCALATION ADJUSTMENT



 

AIRFRAME AND OPTIONAL FEATURES



 

between



THE BOEING COMPANY



and



CONTINENTAL AIRLINES, INC.



 

Exhibit D-4 to Purchase Agreement Number 1951



 

Next Generation Aircraft

(Aircraft delivering in or after January 2008)



 

1.Formula.



Airframe and Optional Features price adjustments (Airframe Price Adjustment) are used to allow prices to be stated in current year dollars at the signing of this Purchase Agreement and to adjust the amount to be paid by Customer at delivery for the effects of economic fluctuation.  The Airframe Price Adjustment will be determined at the time of Aircraft delivery in accordance with the following formula:



Pa = (P) (L + M) - P



Where:


Pa =Airframe Price Adjustment.  (Airframe Price includes the Engine Price at its basic thrust level.)



P =Airframe Price plus the price of the Optional Features (as set forth in Table 1 of this Purchase Agreement).



 










L =[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] x [(ECI    x  (ECI-R

      ECIb)       ECI-Rb)]


Where:



ECI =three-month arithmetic average value of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] for October, November, and December 2005, using [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];



ECIb =base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement);



ECI-R =a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] calculated by establishing a three-month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the month of scheduled delivery of the applicable Aircraft.  As the Employment Cost Index values are only released on a quarterly basis, the value released for the first quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for the months of April, May, and June; the value released for the third quarter will be used for the months of July, August, and September; the value released for the fourth quarter will be used for the months of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]



ECI-Rb =three-month arithmetic average value of 100.0 for October, November, and December 2005, using the ECI - NAICS Manufacturing [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and












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


Where:



 
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] = a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]


calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the month of scheduled delivery of the applicable Aircraft.



CPIb = the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); and






As an example, for an Aircraft scheduled to be delivered in the month of July, the months of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of the preceding year will be utilized in determining the value of ECI-R and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].





Note:i.In determining the values of L and M, all calculations and resulting values will be expressed as a decimal rounded to the nearest ten-thousandth. 



ii.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is the numeric ratio attributed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the Airframe Price Adjustment formula.



iii.[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is the numeric ratio attributed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] in the Airframe Price Adjustment formula.



iv. The denominators (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics.  The actual average values are calculated as a 3-month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior to the airframe base year.  The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement. 



v.The final value of Pa will be rounded to the nearest dollar.



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






2.Values to be Utilized in the Event of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



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



2.2Notwithstanding Article 2.1 above, if prior to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics changes the base year for determination of the ECI-R and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] values as defined above, such re-based values will be incorporated in the Airframe Price Adjustment calculation.  



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



2.4If within 12 months of Aircraft delivery, the published index values are revised due to an acknowledged error by the Bureau of Labor Statistics, the Airframe Price Adjustment will be re-calculated using the revised index values (this does not include those values noted as preliminary by the Bureau of Labor Statistics). A credit memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. Interest charges will not apply for the period of original invoice to issuance of credit memorandum or supplemental invoice.


Note:i.The values released by the Bureau of Labor Statistics and available to Boeing 30 days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI-R and [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] values for the applicable months (including those noted as preliminary by the Bureau of Labor Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice at the time of delivery.  The values will be considered final and no Airframe Price Adjustments will be made after Aircraft delivery for any subsequent changes in published Index values, subject always to paragraph 2.4 above.  



ii.The maximum number of digits to the right of the decimal after rounding utilized in any part of the Airframe Price Adjustment equation will be 4, where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to 5 or greater.




June 1, 2007

6-1162-GOC-131R8


 

 

Continental Airlines, Inc.

1600 Smith Street

Houston, Texas  77002


 

Subject:Letter Agreement No. 6-1162-GOC-131R8 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-131R7 dated December 5, 2006.


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/ Anthony J. Hicker 


Its    Attorney-In-Fact    


 

ACCEPTED AND AGREED TO this


Date:     June 1, 2007


CONTINENTAL AIRLINES, INC.


 

 

By    /s/ Gerald Laderman


Its Senior Vice President - Finance and Treasurer