f123108form10kexh1025f.htm


    


    
      

    

    


    EXHIBIT
10.25(f)

    


    Supplemental
Agreement No. 6

    


    to

    


    Purchase
Agreement No. 2484

    


    between

    


    The
Boeing Company

    


    and

    


    Continental
Airlines, Inc.

    


    Relating
to Boeing Model 787 Aircraft

    


    


               THIS
SUPPLEMENTAL AGREEMENT, entered into as of October 22, 2008, by and between THE
BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);

    


               WHEREAS,
the parties hereto entered into Purchase Agreement No. 2484 dated December 29,
2004 (the Purchase Agreement), as amended and supplemented, relating to Boeing
Model 787 aircraft (the Aircraft);

    


    WHEREAS,
Boeing and Customer have agreed to define the configuration of the Model 787-8
for incorporation into Exhibit A.

    


    


    WHEREAS,
Boeing addresses additional provisions relating to software products along with
the required license terms.

    


    WHEREAS,
Boeing addresses additional provisions relating to post delivery obligations
with respect to catalog seats and In Flight Entertainment.

    


    WHEREAS, Boeing and
Customer have mutually agreed to modify Attachment B to Option Aircraft Letter
6-1162-MSA-547 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 Purchase Agreement as follows:

    


    


    1.           Table of Contents, Articles,
Tables and Exhibits:

    


    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. 6.

    


    1.2           Remove
and replace, in its entirety, the “Table 1,” for Model
787-8 with the Table 1 attached hereto, to reflect the changes made by this
Supplemental Agreement No. 6, and to reflect the 787-8
configuration.   Customer acknowledges receipt of Letter No.
6-1162-RCN-1857, notifying Customer that the delivery of the Aircraft in such
Table 1 have been delayed.

    


    1.3           Remove
and replace, in its entirety, the “Exhibit A-1,”
attached hereto, to reflect the changes made by this Supplemental Agreement No.
6.

    


    1.4           Remove
and replace, in its entirety, the “Exhibit A-2,”
attached hereto, to reflect the changes made by this Supplemental Agreement No.
6.

    


    


    2.           Letter
Agreements:

    


    2.1           Remove
and replace, in its entirety, Letter Agreement 6-1162-MSA-546R3, “Open Configuration
Matters,” with the revised Letter Agreement 6-1162-MSA-546R4 attached
hereto.

    


    2.2           Remove
and replace, in its entirety Attachment B to Letter Agreement 6-1162-MSA-547R4,
“Option
Aircraft,” with the revised Attachment B attached hereto.

    


    2.3           Add
Letter Agreement 6-1162-AJH-921, “787 e-Enabling,”
attached hereto.

    


    2.4 Add
Letter Agreement 6-1162-AJH-922, “Special Matters Relating to COTS Software and
End User License Agreements”, attached hereto.

    


    2.5 Add
Letter Agreement 6-1162-AJH-923, “Special Terms – Seats and In-flight
Entertainment”, attached hereto

    


    2.6 Remove
and replace, in its entirety, Letter Agreement 6-1162-MSA-552R5, “Special Matters,”
with the revised Letter Agreement 6-1162-MSA-552R6 attached hereto to reflect
the changes made by this Supplemental Agreement No. 6.

    


    


    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/ R.C.
Nelson                                By:           /s/ Gerald
Laderman                                           

    


    Its:
Attorney-In-Fact                                                                Its:  Senior Vice President
-

          Finance and
Treasurer                                                      

    


    


    
      
        
          
            P.A.
2484

            CAL                                                        
SA 6-

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

    


    


    
      	
               

              ARTICLES

            	 
      	
              SA

              NUMBER

            
	 
      	 
      	 
      	 
      
	 
      	
              1.

            	
              Quantity,
      Model and Description

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              2.

            	
              Delivery
      Schedule

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              3.

            	
              Price

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              4.

            	
              Payment

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              5.

            	
              Additional
      Terms

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              TABLE

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              1.

            	
              Aircraft
      Information Table

            	
              6

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              EXHIBIT

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              A1.

            	
              787-8
      Aircraft Configuration

            	
              6

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              B.

            	
              Aircraft
      Delivery Requirements and Responsibilities

            	
              1

            	 
      
	 
      	 
      	 
      	 
      	 
      
	
              SUPPLEMENTAL EXHIBITS

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              AE1.

            	
              Escalation
      Adjustment/Airframe and Optional Features

            	
              1

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              BFE1.

            	
              Buyer
      Furnished Equipment Variables

            	
              1

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              CS1.

            	
              Customer
      Support Document

            	
              5

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              EE1.

            	
              Engine
      Escalation/Engine Warranty and Patent Indemnity

            	
              2

            	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              SLP1.

            	
              Service
      Life Policy Components

            	
              1

            	 
      


    

    


    


    


    
      
        
          
            P.A. No.
2484                                                              
 SA6

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF
CONTENTS

    


    
      	
               

              LETTER AGREEMENTS

            	 
      	
              SA

              NUMBER

            
	 
      	 
      	 
      
	
              6-1162-MSA-546R4

            	
              Open
      Configuration Matters

            	
              6

            
	 
      	 
      	 
      
	
              6-1162-MSA-547R4

            	
              Option
      Aircraft

            	
              6

            
	 
      	 
      	 
      
	
              6-1162-MSA-549

            	
              Spares
      Initial Provisioning

            	
              1

            
	 
      	 
      	 
      
	
              6-1162-AJH-921

            	
              787
      e-Enabling

            	
              6

            
	 
      	 
      	 
      
	
              6-1162-AJH-922

            	
              Special
      Matters Relating to COTS Software and End User License
      Agreements

            	
              6

            
	 
      	 
      	 
      
	
              6-1162-AJH-923

            	
              Special
      Terms – Seats and In-flight Entertainment

            	
              6

            


    

    


    


    


    


    


    


    
      
        
          
            P.A. No.
2484                                                              
 SA6

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    TABLE OF
CONTENTS

    


    
      	
               

              CONFIDENTIAL LETTER
    AGREEMENTS

            	
              SA

              NUMBER

            
	 
      	 
      	 
      
	
              6-1162-MSA-550

            	
              Spare
      Parts Commitment

            	
              1

            
	 
      	 
      	 
      
	
              6-1162-MSA-551R2

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

            	
              5

            
	 
      	 
      	 
      
	
              6-1162-MSA-552R6

            	
              Special
      Matters

            	
              6

            
	 
      	 
      	 
      
	
              6-1162-MSA-553R1

            	
              Open
      Matters

            	
              1

            
	 
      	 
      	 
      
	
              6-1162-MSA-554R3

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

            	
              5

            
	 
      	 
      	 
      
	
              6-1162-MSA-555

            	
              Promotional
      Support

            	
              1

            


    

    


    


    


    


    
      
        
          
            P.A. No.
2484                                                              
 SA6

             

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    TABLE OF
CONTENTS

    


    
      	
              SUPPLEMENTAL AGREEMENTS

            	
              DATED AS OF:

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      1                                                                                                        

            	
              June
      30, 2005

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      2                                                                                                        

            	
              January
      20, 2006

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      3                                                                                                        

            	
              May
      3, 2006

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      4                                                                                                        

            	
              July
      14, 2006

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      5                                                                                                        

            	
              March
      12, 2007

            
	 
      	 
      
	
              Supplemental
      Agreement No.
      6                                                                                                        

            	
              October
      22, 2008

            
	 
      	 
      


    

    


    


    


    
      
        
          
            P.A. No.
2484                                                              
 SA6

             

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Table
1

    Purchase
Agreement 2484

    Aircraft
Delivery, Description, Price and Advance Payments

    (787-8
[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2006$ [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]

    


    
      
        
          
            CAL

            47094-1F.TXT                                             
Boeing Proprietary SA6 Page 1

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Table
1

    Purchase
Agreement 2484

    Aircraft
Delivery, Description, Price and Advance Payments

    (787-9
[CONFIDENTIAL MATERIAL
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2006$s [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]

    


    


    
      
        
          
            CAL

            47094-1F.TXT                                             
Boeing Proprietary Page 1

            


          

           


        

        
           


          
            

          

        

        
           


          
            Exhibit
A1 to

            Purchase
Agreement No. 2484

            Page
1

            


          

        

      

    

    


    AIRCRAFT
CONFIGURATION

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    CONTINENTAL
AIRLINES, INC.

    


    


    Exhibit
A1 to Purchase Agreement Number 2484

    


    
      
        
          
            P.A. No.
2484                                                                 
A1 SA6

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    AIRCRAFT
CONFIGURATION

    


    relating
to

    


    BOEING
MODEL 787 AIRCRAFT

    


    


    The
Detail Specification is Boeing document entitled Detail
Specification D019E001CAL88P-1 revision New, dated February,
2009.  Such
Detail Specification will be comprised of those provisions of 787 Configuration
Specification 787B1-4102 Revision B, dated July
9, 2007, as amended by addendum 787B1-4102-B001, dated September 12, 2007, which
are applicable to model 787-8  aircraft and
as amended to incorporate the optional features listed below, including the
effects on Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OEW).   Such Options are set forth in Boeing Customer Specified
Option Selection Log and Option Data Pages, configuration file (CAL88P0001),
dated 11/1/07.  As soon as practicable, Boeing will make available to
Customer the Detail Specification, which will reflect such optional
features.  The Aircraft Basic Price reflects and includes all effects of
such optional features, except such Aircraft Basic Price does not include the
price effects of any Buyer Furnished Equipment.

    


    


     There is no
additional processing fee added to the master change price for addition or
deletion of catalog options within appropriate lead times.

    


    


    
      
        
          
            P.A. No.
2484                                                                 
A1 SA6

            BOEING
PROPRIETARY 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
A1
to                                                                BOEING
PROPRIETARY

    Purchase
Agreement No. 2484

    


    


    
      	
              Optional
      Features

              Item
      No.

            	
               

              Title

            	
              Price
      Per

              Aircaft
      [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]

    


    
      
        
          
            P.A. No.
2484 SA
6                                                     
PA_Exhibit_A 

            BOEING PROPRIETARY
                                                             
Page 1 

            


            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


     

    


    AIRCRAFT
CONFIGURATION

    


    between

    


    THE
BOEING COMPANY

    


    and

    


    CONTINENTAL
AIRLINES, INC.

    


    


    Exhibit
A2 to Purchase Agreement Number 2484

    


    


    


    


    


    


    


    


    
      
        
          
            P.A. No.
2484                                                                 
A2 SA 6

             

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    


    


    


    


    


    AIRCRAFT
CONFIGURATION

    


    


    relating
to

    


    


    BOEING
MODEL 787-9 AIRCRAFT

    


    


    


    


    The
Airframe Price in Table 1 was established utilizing the 787 Airplane Description
and Selections 787B1-0227 Revision J dated December 15, 2006.  The
content of this Exhibit A2 will be defined pursuant to the provisions of Letter
Agreement 6-1162-MSA-546R4, Open Configuration Matters, to the Purchase
Agreement.

    


    
 

    


    




    
      
        
           


        

        
           


          
            

          

        

        
           


          
            The Boeing Company

            P.O. Box 3707

            Seattle,
WA  98124-2207

            


          

        

      

    

    


    October
22, 2008

    6-1162-MSA-546R4

    


    


    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
Texas  77002

    


    


    Subject:                      Open
Configuration Matters

    


    Reference:                                Purchase
Agreement No. 2484 (the Purchase Agreement)

    between
The Boeing Company (Boeing) and Continental

    Airlines,
Inc. (Customer) relating to Model 787 aircraft (the Aircraft)

    


    Ladies
and Gentlemen:

    


    


    This
Letter Agreement amends and supplements the Purchase Agreement.  All
terms used and not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.  This Letter Agreement supersedes and replaces
in its entirety Letter Agreement 6-1162-MSA-546R3 dated, March 12,
2007.

    


    1.           Aircraft
Configuration.

    


    Due to the developing design of the 787
Aircraft and the long period of time between the Purchase Agreement signing and
delivery of Customer’s first Aircraft, the configuration of Customer's Aircraft
has not yet been defined.  The parties agree to complete defining the
configuration of the 787-8 Aircraft no later than [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] using the
configuration elements defined in 787 Airplane Description and Selections
Document Number 787B1-0227, which includes available Optional Features for
selection (Configuration).  This has been
completed  pursuant to Supplement Agreement No. 6 to the Purchase
Agreement.

    


    Boeing and Customer agree to complete
the configuration of the model 787-9 Aircraft no later than the first day of the
month [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] months prior
to delivery of the first model 787-9 Aircraft.

    


    2.           Effect on Purchase
Agreement.

    


    By [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing will
provide Customer a written amendment to the Purchase Agreement reflecting the
configuration, including, without limitation, the effects of the Configuration
on those portions of the Purchase Agreement described in Articles 2.1 through
2.4, below.  With respect to and in advance of the final 787-8
configuration by CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the parties
agree to the following advanced configuration releases:

    


    
      	
              ·  

            	
              Preliminary
      Configuration - LOPA YS5509 dated 10/4/04, used to define a
      preliminary Performance Guarantees release (reference Article 2.3
      below).  This has been completed per Supplemental Agreement No.
      1 to the Purchase Agreement.

            


    

    


    
      	
              ·  

            	
              Interim Configuration –
      to be released by September 2006, used to define the final Performance
      Guarantees release (reference Article 2.3 below) and update the pricing
      (reference Article 2.4 below).

            


    

    


    
      	
              ·  

            	
              Final Configuration – to
      be released after September 2007, used to reflect Customer’s actual
      configuration and reflect final build of the Aircraft.  LOPA
      used to define a preliminary Performance Guarantee will also be used to
      define the final Performance Guarantee – per Supplemental Agreement No.
      5.

            


    

    


    2.1           Exhibit
A.  The Configuration will be incorporated into Exhibit A of
the Purchase Agreement. This has been completed pursuant to Supplemental
Agreement No. 6 to the Purchase Agreement with respect to model 787-8
aircraft.

    


    2.2           Basic
Specification.  Changes applicable to the basic Model 787
aircraft which are developed by Boeing between the date of signing of the
Purchase Agreement and completion of the Configuration will be incorporated into
Exhibit A of the Purchase Agreement.

    


    2.3           [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].  Boeing will provide to
Customer revisions to Letter Agreement 6-1162-MSA-551, [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] to reflect the effects of
the Configuration, if any, on [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].

    


    2.4           Price
Adjustments.  The Aircraft Basic Price and Advance Payment Base
Price of each Aircraft set forth on Table 1 to the Purchase Agreement is based
in part on an estimate of the value of the Optional Features and any related
Seller Purchased Equipment.  The Aircraft Basic Price and the Advance
Payment Base Price of each Aircraft will be adjusted as required and agreed by
the parties in a supplemental agreement to the Purchase Agreement to reflect the
difference between such estimate and the actual price of such elements of the
Configuration.  This has been completed pursuant to Supplemental
Agreement No. 6 to the Purchase Agreement with respect to model 787-8
aircraft.

    


    
      	
              3.  

            	
              Other Letter
      Agreements.

            


    

    


    Boeing and Customer acknowledge that as
the definition of the Aircraft progresses, there will be a need to execute
letter agreements addressing one or more of the following subjects:

    


    3.1           Customer
Software.  Additional provisions relating to the loading of
software owned by or licensed to Customer on the Aircraft at
delivery.  This has been completed pursuant to Supplement Agreement
No. 6 to the Purchase Agreement.

    


    3.2           Installation of Cabin
Systems Equipment.  Additional provisions relating to the terms
on which Boeing will offer and install in-flight entertainment systems and cabin
communications systems in the Aircraft. This has been completed pursuant to
Supplement Agreement No. 6 to the Purchase Agreement.

    


    3.3           Buyer Furnished Equipment
(BFE) and Seller Purchased Equipment (SPE).  Provisions
relating to the terms on which Boeing may offer or install BFE and SPE in the
Aircraft.  This has been completed pursuant to Supplement Agreement
No. 6 to the Purchase Agreement.

    


    3.4           Onboard Broadband
Offering.  Provisions relating to the terms under which Boeing
may offer or install an Onboard Broadband Aircraft Health and Information System
in the Aircraft (originally envisioned as a Connexion by Boeing
product).

    


    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By   /s/ R.C.
Nelson

    


    Its    Attorney-In-Fact

    


    ACCEPTED
AND AGREED TO

    


    Date:   October
22, 2008

    


    CONTINENTAL
AIRLINES, INC.

    


    


    By  /s/ Gerald
Laderman

    


    Its__ Senior Vice President -
Finance and Treasurer

    


    
      
        
          
            P.A. No.
2484 SA 6

            Open
Configuration Matters

             

            BOEING
PROPRIETARY 

            


          

           


        

        
           


          
            

          

        

        
           


        

      

    

    


    Attachment
B to

    Option
Aircraft Letter 6-1162-MSA-547R4

    Option
Aircraft Delivery, Description, Price and Advance Payments

    (787-9), [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] 2006$s / [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]

    


    
      
        
          
            CAL

            43197-10.TXT                                                                                                                                          
Page 1

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    





    October
22, 2008

    6-1162-AJH-921

    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
Texas 77002

    


    


    
      	
              Subject:

            	
              “787
      e-Enabling”

            


    

    
      	
               
      

            	
              Provision
      and Loading of Boeing Owned Software in the Electronic Flight Bag (EFB)
      System or Other Onboard Loadable Hardware
  System.

            


    

    


    
      	
              Reference:

            	
              Purchase
      Agreement No. 2484 (the Purchase Agreement) between The Boeing Company
      (Boeing) and (Customer)

            


    

    


    Customer
Services General Terms Agreement No. 24-1 (the CSGTA) between Boeing and
Customer, including Supplemental Agreement for Electronic Access (the
“SA-EA”)

    


    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.

    


    1.                Customer’s
Aircraft is equipped with onboard loadable hardware, specifically the Class 3
EFB System and the Core Network Server (CNS).  Boeing will install
certain Boeing owned software, also referred to in the AGTA and the Purchase
Agreement as “Materials” (and not “Aircraft Software”), on the EFBs and on the
File Server Module (FSM) within the Core Network before fly
away.  These Materials to be installed on the EFBs include, but are
not limited to, electronic documents (e-Docs), onboard performance tool (OPT),
and the electronic logbook (E-Logbook).  The Cabin Logbook will be
installed on an FSM within the Core Network.

    


    2.                Boeing
will license and install these Materials on the following
conditions:

    


    (i)       Notwithstanding
any provision to the contrary, these Materials are provided and licensed to
Customer in accordance with the terms and conditions of the CSGTA, as
supplemented by the SA-EA, Supplemental Agreement No. SA-eE (“the SA-eE”) to the
CSGTA, and applicable Software License Orders.

    


    (ii)                  The
DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES
provisions in Article 11 of Part 2 of Exhibit C of the AGTA and the insurance
provisions of Article 8.2 of the AGTA will apply to Boeing’s installation of the
Materials.

    


    3.  The
technical data and maintenance information specified in Article 3 of Part 3 of
Supplemental Exhibit CS1 to the Purchase Agreement will be considered
“Materials” as defined therein and not “Aircraft Software” even when such
technical data and maintenance information is provided in software media and is
used onboard the Aircraft or loaded into an onboard Aircraft
system.

    


    4.  Notwithstanding
anything to the contrary, (i) the provision, license and access to the Materials
specified in Article 3 of this Letter Agreement through the Maintenance
Performance Toolbox, (ii) the provision and license of the Software Developer
Kits (SDKs) for the EFB and the Core Network, and (iii) the provision and
license of other software which may be identified by Boeing from time to time
shall be pursuant to the terms of the CSGTA, as supplemented by the SA-EA and
the SA-eE, including applicable Software License Orders.  The SDK
Contractor Confidentiality Agreement of the SA-eE shall apply to any provision
of the SDKs to Customer’s contractor.

     

    5.  The
CSGTA and all referenced Supplemental Agreements thereto, including the Software
License Orders, must be executed between Boeing and Customer no later than
ninety (90) days prior to delivery of Customer’s first 787
Aircraft.  All software applications and SDKs referenced in Articles
1, 3 and 4 of this Letter Agreement will be further described in the Software
Licensed Order for that software application and SDK.

    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By    /s/
R.C.
Nelson                

    


    Its           Attorney-In-Fact           

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:     October
22      , 2008

    


    CONTINENTAL
AIRLINES, INC.

    


    


    By  /s/ Gerald
Laderman            

    


    Its Senior Vice President –
Finance and Treasurer 

    


    




    
      
        
          
            P.A. No.
2484 SA6

            787
e-Enabling Letter Agreement

            BOEING
PROPRIETARY

          

           


        

        
           


          
            

          

        

        
           


        

      

    

    





    October
22, 2008

    6-1162-AJH-922

    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
Texas 77002

    


    


    
      	
              Subject:

            	
              Special
      Matters relating to COTS Software and End User License
      Agreements

            


    

    


    
      	
              Reference:

            	
              Purchase
      Agreement No. 2484 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Continental Airlines, Inc. (Customer) relating to
      Model 787 aircraft (Aircraft)

            


    

    


    


    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.

    


    Recitals

    


    A.  Certain
third party, commercial off-the-shelf software products are available to perform
various functions required in the Aircraft (COTS Software).

    


    B.  The
industry practice with respect to COTS Software is to permit manufacturers to
install the software in products for sale to customers.  The
manufacturer is required to pass to the customer an End User License Agreement
(EULA), which covers the right to use the COTS Software.  The EULA’s
also require each user of the product to further license the software and pass
the EULA to any user to whom he transfers the product.

    


    C.  Because
of the described industry practice with respect to COTS Software, Boeing does
not acquire title to COTS Software and cannot pass title to COTS Software at the
time of delivery of the Aircraft.

    


    D.  Therefore,
the parties desire to amend certain provisions of the Purchase Agreement to
properly reflect the respective rights and obligations of the parties with
respect to the COTS Software included in the Aircraft.

    


    Agreement

    


    1.  At
delivery of the Aircraft, Boeing will furnish to Customer copies of all EULA’s
applicable to the Aircraft, and Customer agrees to comply with all provisions of
the applicable EULA’s.

    


    2.  Notwithstanding
the provisions of Article 6.3 of the AGTA, at delivery of each Aircraft, Boeing
will provide Customer a bill of sale conveying good title, free of encumbrances
except as provided in applicable EULA’s.

    


    3.  In
connection with any sale or other transfer of the Aircraft, Customer agrees to
comply with all provisions of the applicable EULA’s, including without
limitation the re-licensing of the software to Customer’s transferee and the
flow down within such license of the further requirement that Customer’s
transferee comply with and flow to other transferees the obligations of the
EULA.

    


    


    Very
truly yours,

    


    THE
BOEING COMPANY

    


    


    By     /s/
R.C.
Nelson              

    


    Its           Attorney-In-Fact           

    


    


    ACCEPTED
AND AGREED TO this

    


    Date:  October
22, 2008

    


    CONTINENTAL
AIRLINES, INC.

    


    


    By    /s/
Gerald
Laderman         

    


    Its   Senior Vice President –
Finance and Treasurer 

    


    


    
      
        
           


        

        
           


          
            

          

        

         

      

    

    


    October
22, 2008

    6-1162-AJH-923

    


    


    Continental
Airlines, Inc.

    1600
Smith Street

    Houston,
Texas 77002

     

    


      
        	
                Subject:

              	
                Special
      Terms - Seats and In-flight
Entertainment

              


      

      


      
        	
                Reference:

              	
                Purchase
      Agreement No. 2484 (the Purchase Agreement) between The Boeing Company
      (Boeing) and Continental Airlines, Inc. (Customer) relating to
      Model 787 aircraft (the
Aircraft)

              


      

      




      This
letter agreement (Letter
Agreement) amends and supplements the Purchase Agreement.  All
capitalized terms used but not defined in this Letter Agreement shall have the
same meaning as defined in the Purchase Agreement.

      



      1.0           Definitions.

      


      1.1           "Covered Seats" shall mean
those seats which are not otherwise identified in Exhibit A to the Purchase
Agreement as Buyer Furnished Equipment.

      


      1.2           "In-flight Entertainment (IFE)
System" shall mean the IFE identified in the Detail Specification of the
Aircraft, inclusive of the IFE software which is required to test and certify
the IFE system on the Aircraft, but exclusive of IFE Customer
Software.

      


      1.3           “IFE Customer Software” shall
mean any software which is obtained by the Customer from a source other than
Boeing for installation in the IFE System.

      



      
        	
                2.0

              	
                Applicability of
      Supplemental Exhibit CS1 to the Purchase
  Agreement.

              


      

      


      2.1           Boeing
did not enter into product support agreements with the suppliers of the Covered
Seats and the IFE System.  Customer is responsible to enter into such
product support agreements directly with the suppliers of such Covered Seats and
IFE System and such provisions will apply in lieu of the provisions of
Supplemental Exhibit CS1 to the Purchase Agreement.

      


      2.2           Boeing
will incorporate the Covered Seats and IFE System line maintenance information,
received from the suppliers of such Covered Seats and IFE System, into
Customer’s customized Materials prior to delivery of each Aircraft.

       

      


      


      3.0           Applicability of the
Provisions of Exhibit C to the AGTA.

      


      In lieu of the provisions of Part 4 of
Exhibit C to the AGTA, the following warranty and patent and copyright
indemnities will apply to Covered Seats and the IFE System:

      


      “Boeing
will obtain warranties and indemnities against patent and copyright infringement
enforceable by Customer from the suppliers of the Covered Seats and IFE System
installed on the Aircraft at the time of delivery.  If requested by
Customer, Boeing will provide copies of such warranties and indemnities to
Customer upon request.”

      


      4.0           IFE Customer
Software.

      


      Customer is responsible for and assumes
all liability with respect to IFE Customer Software.

      


      


      


      Very
truly yours,

      


      THE
BOEING COMPANY

      


      By   /s/ R.C.
Nelson                 

      


      Its           Attorney-In-Fact           

      


      


      ACCEPTED
AND AGREED TO this

      


      Date:
October 22, 2008

      


      


      CONTINENTAL
AIRLINES, INC.

      


      By    /s/
Gerald
Laderman         

      


      Its  Senior Vice President –
Finance and Treasurer 

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      October
22, 2008

      6-1162-MSA-552R6

      


      


      


      Continental
Airlines, Inc.

      1600
Smith Street

      Houston,
Texas  77002

      


      


      Subject:                      Special
Matters

      


      Reference:                                Purchase
Agreement No. 2484 (the Purchase Agreement)

      between
The Boeing Company (Boeing) and Continental

      Airlines,
Inc. (Customer) relating to Model 787 aircraft (the Aircraft)

      


      Ladies
and Gentlemen:

      


      This
Letter Agreement amends and supplements the Purchase Agreement.  This
Letter Agreement supersedes and replaces in its entirety Letter Agreement
6-1162-MSA-552R5 dated March 12, 2007. All terms used and not defined in this
Letter Agreement have the same meaning as in the Purchase
Agreement.

      


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

      


      14.           Confidential
Treatment.

      


      Boeing
and Customer understand that certain information contained in this Letter
Agreement, including any attachments hereto, is considered by both parties to be
confidential.  Boeing and Customer 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/ R.C.
Nelson

      Its    Attorney-In-Fact

      


      


      ACCEPTED
AND AGREED TO

      


      Date: October 22,
2008

      


      


      CONTINENTAL
AIRLINES, INC.

      


      


      By /s/ Gerald
Laderman

      


      Its__
Senior Vice President - Finance and Treasurer

      


      



      
        
          
            P.A. No.
2484 SA 6

            Special
Matters

            BOEING
PROPRIETARY