f123108form10kexh1021av.htm


    
      

    

    


     

    EXHBIT
10.21(av)

     

     

    


     

    Supplemental
Agreement No. 47

    


    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 October­
30, 2008 by and
between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC.
(Buyer);

    


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

    


        WHEREAS, in order to
accommodate the [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:

    


    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. 47.

    


    1.2 Remove
and replace, in their entirety, pages T-2-2 and T-2-3 of Table 1 entitled the
“Aircraft Deliveries and Descriptions, Model 737-700 Aircraft”, with the revised
pages T-2-2 and T-2-3 of Table 1 attached hereto.

    


    2.           Letter
Agreements:

    


    2.1
Remove and replace, in its entirety, Attachment B to Letter Agreement No.
1951-9R20, “Option Aircraft – Model 737-724 Aircraft”, with the revised
Attachment B attached hereto.

    


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

    


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

    


    4.           Reschedule Rights to Account
for the IAM Strike

    


    Boeing’s labor contract renewal date
with its principal employee union (the IAM) expired at midnight on September 3,
2008. After a 48 hour mediation effort, the IAM initiated a strike on September
6, 2008.  Customer acknowledges that the Revised Delivery Dates
discussed in the first and second paragraphs above and also reflected in the
revised pages T-2-2 and T-2-3 to Table 1 and Attachment B to Letter Agreement
No. 1951-9R20, are based on Boeing’s manufacturing capabilities prior to the IAM
strike.

    


    When the IAM strike ends, Boeing will
determine the effect of the strike on the Revised Delivery Dates herein and
Boeing will provide to Customer a new set of Revised Delivery Dates which will
reflect the effect of such strike (Post Strike Revised Delivery
Dates).  Customer hereby agrees to incorporate into the Purchase
Agreement such Post Strike Revised Delivery Dates.  Customer also
acknowledges that [CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    


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

    


    


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

    


    


    THE
BOEING
COMPANY                                                                           CONTINENTAL
AIRLINES, INC.

     

    


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

    


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

                  Finance and
Treasurer

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	 
      	 
      	
              Page

              Number

            	
              SA

              Number

            
	 
      	 
      	 
      	 
      
	
              ARTICLES

            	 
      	 
      
	 
      	 
      	 
      	 
      
	
              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 40

            	
              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

                      Number

                    	
                      SA

                      Number

                    
	 
      	 
      	 
      	 
      
	
                      TABLES

                    	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      1.

                    	
                      Aircraft
      Deliveries and Descriptions - 737-500

                    	
                      T-1

                    	
                      SA
      3

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Aircraft
      Deliveries and Descriptions - 737-700

                    	
                      T-2

                    	
                      SA
      47

                    
	 
      	 
      	 
      	 
      
	 
      	
                      Aircraft
      Deliveries and Descriptions - 737-800

                    	
                      T-3

                    	
                      SA
      45

                    
	 
      	 
      	 
      	 
      
	 
      	
                      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
      47

                    
	 
      	 
      	 
      	 
      
	
                      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 737-724

                      (Aircraft
      delivering 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
      delivering after July
      2008)                                                                                      

                    	 
      	
                      SA
      45

                    
	 
      	 
      	 
      	 
      
	
                      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 737-92ER

                      [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
      45

                    
	 
      	 
      	 
      	 
      
	
                      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

                    	
                      Aircraft
      and Engine Price Adjustments -

                      Current
      Generation
      Aircraft                                                                                      

                    	 
      	
                      SA
      5

                    
	 
      	 
      	 
      	 
      
	
                      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

            


    

    


    
      	
               

              LETTER AGREEMENTS

            	
              SA

              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
      39

            
	 
      	 
      	 
      
	
              1951-6

            	
              Configuration
      Matters                                                                                              

            	 
      
	 
      	 
      	 
      
	
              1951-7R1

            	
              Spares
      Initial
      Provisioning                                                                                              

            	
              SA
      1

            
	 
      	 
      	 
      
	
              1951-8R2

            	
              Escalation
      Sharing - New Generation
      Aircraft                                                                                              

            	
              SA
      4

            
	 
      	 
      	 
      
	
              1951-9R20

            	
              Option
      Aircraft-Model 737-724 Aircraft SA 45

            	
              SA
      45

            
	 
      	 
      	 
      
	
              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

    


    
      	
               

              RESTRICTED LETTER
AGREEMENTS

            	
              SA

              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-311R6

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

            	
              SA
      46

            
	 
      	 
      	 
      
	
              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-131R10

            	
              Special
      Matters

            	
              SA
      46

            
	 
      	 
      	 
      
	
              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-CHLl-195

            	
              Restructure
      Agreement for Model 737NG and 757-300

              Aircraft

            	
              SA
      30

            
	 
      	 
      	 
      
	
              6-1162-MSA-768

            	
              Performance
      Guarantees - Model 737-924ER Aircraft

            	
              SA
      39

            
	 
      	 
      	 
      
	
              6-1162-SEE-133

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

            	
              SA
      46

            
	 
      	 
      	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	
              SUPPLEMENTAL 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

              


      

    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    Table 1
to Purchase Agreement 1951

     

     

    Aircraft
Deliveries and Descriptions

     

     

    Model
737-700 Aircraft

     

     

    


     

     

    


     

     

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

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    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]