EXHIBIT 10.21(as)

Supplemental Agreement No. 44 

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 

December 7, 2007 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]
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 **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, conditioned on the acceptance of this Supplemental Agreement No. 44, Boeing will offer Supplemental Agreement No. 45 to Buyer for **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Boeing and Buyer agree to modify the Table 1 to change the Advance Payment Base Price to reflect the same amount as of SA 41 for Serial Numbers 33533, 33534, 33535, 30132, and correct the Escalation Factor and Advance Payment Base Price for Serial Numbers 36599, 33537, 36600, 31659, 37102, and 37101.

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. 44.
- Remove and replace, in its entirety, page T-3-5 of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-800 Aircraft", with the revised page T-3-5 of Table 1 attached hereto.
- Remove and replace, in its 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 its entirety, page T-2-2 and T-2-3 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.

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.

Notwithstanding any other provision of this Supplemental Agreement No. 44 to the contrary, if Boeing and Customer have not executed a subsequent supplemental agreement **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], then this Supplemental Agreement No. 44 shall be null and void.
EXECUTED IN DUPLICATE as of the day and year first written above.

 

THE BOEING COMPANY		Continental Airlines, Inc.

By:   /s/ Scott T. Walkey	By: /s/ Gerald Laderman            
Its:  Attorney-In-Fact    	Its: Senior Vice President - 
 Finance and Treasurer
TABLE OF CONTENTS

		Page	SA

		Number	Number
ARTICLES

1.	Subject Matter of Sale	1-1	SA 39

2.	Delivery, Title and Risk**********