Supplemental Agreement No. 58 to Purchase Agreement No. 1951



 Exhibit
10.1                 
 Supplemental
Agreement No. 58 
 to 
 Purchase Agreement No. 1951 
 (the Agreement) 

Between 
 The
Boeing Company 
 and 
 Continental Airlines, Inc. 
 Relating to Boeing Model 737 Aircraft 

THIS SUPPLEMENTAL AGREEMENT, is entered into as of January 6, 2012 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL
AIRLINES, INC. (Customer); 
 WHEREAS, Boeing and Customer have agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 
 WHEREAS, Customer and
Boeing have agreed 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, 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. 58 







 1.2 Remove and replace, in their entirety, pages T-6-1, T-6-2, and T-6-3 of Table 1 entitled
the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised pages T-6-1, T-6-2, and T-6-3 of Table 1 attached hereto. 
 1.3 Remove and replace, in its entirety, Attachment B to Letter Agreement 1951-9R20, “Option Aircraft Delivery, Description, Price, and Advance Payments” with the revised Attachment B to Letter
Agreement 1951-9R20, attached hereto. 
 The changes described above will result in additional advance payments due by Customer
to Boeing in the amount of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Such payment will be due no later than five calendar days after
execution of this Agreement. 
 The Agreement will be deemed to be supplemented to the extent herein provided as of the date
hereof and as so supplemented will continue in full force and effect. 
 EXECUTED IN DUPLICATE as of the day and year first written above.

  

									
	THE BOEING COMPANY	 		 	CONTINENTAL AIRLINES, INC.
					
	By:	 	/s/ Susan Englander	 		 	By:	 	/s/ Gerald Laderman
		 		 		 		 	
	Its:	 	Attorney-in-Fact	 		 	Its:	 	Senior Vice President – Finance and Treasurer








 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 57	  
				
		  	Aircraft Deliveries and Descriptions – 737-800	  	 	T-3	  	  	 	SA 55	  
				
		  	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 58	  
				
	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 58	  
			
	 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-311R7
	  	 [CONFIDENTIAL MATERIAL OMITTED AND
 FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
	  	 	SA 57	  
			
	 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-131R11
	  	Special Matters	  	 	SA 57	  
			
	 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 (Aircraft delivering prior to May 2012)	  	 	SA 57	  
			
	 6-1162-SEE-0361
	  	Performance Guarantees – Model 737-924ER Aircraft (Aircraft delivering May 2012 and on)	  	 	SA 57	  
			
	 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 57	  
			
	 6-1162-SEE-0326
	  	Model 737 – Koito Seat Resolution	  	 	SA 56	  








 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
		
	 Supplemental Agreement No. 54
	  	March 1, 2010
		
	 Supplemental Agreement No. 55
	  	March 31, 2010
		
	 Supplemental Agreement No. 56
	  	August 12, 2010
		
	 Supplemental Agreement No. 57
	  	March 2, 2011
		
	 Supplemental Agreement No. 58
	  	January 6, 2012








 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	  	SA58








 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	  	SA58








 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] 
  

					
		  	T-6-3	  	
		  	Boeing Proprietary	  	SA58








 Attachment B to 

Letter Agreement 1951-9R20 
 Option Aircraft Delivery, Description, Price and Advance Payments 

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

					
		  	Boeing Proprietary	  	SA58
		  		  	Page 1 of 3








 Attachment B to 

Letter Agreement 1951-9R21 
 Option Aircraft Delivery, Description, Price and Advance Payments 

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

					
		  	Boeing Proprietary	  	SA58
		  		  	Page 2 of 3








 Attachment B to 

Letter Agreement 1951-9R21 
 Option Aircraft Delivery, Description, Price and Advance Payments 

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

					
		  	Boeing Proprietary	  	SA58
		  		  	Page 3 of 3