EXHIBIT 10.2

Supplemental Agreement No. 45 

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  February 20, 2008 by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);

	WHEREAS, in accordance with Supplemental Agreement No. 44, Buyer wishes 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]**
	WHEREAS, in accordance with Supplemental Agreement No. 44 Buyer wishes to **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**
	WHEREAS, Buyer wishes to **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**
		

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

NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to amend the Agreement as follows:

1.	Table of Contents, Articles, Tables and Exhibits, and Letter Agreements:
- Remove and replace, in its entirety, the "Table of Contents", with the Table of Contents attached hereto, to reflect the changes made by this Supplemental Agreement No. 45.
- 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, T-2-3 and T-2-4 of Table 1 attached hereto.
- 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, Exhibit A-2.2, the "Aircraft Configuration - Model 737-824  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  Add Exhibit A-2.3, the "Aircraft Configuration - Model 737-824 **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** attached hereto immediately after Exhibit A-2.2.   Remove and replace, in its entirety, Exhibit A-6, the "Aircraft Configuration - Model 737-924ER", with Exhibit A-6, the "Aircraft Configuration - Model 737-924ER **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]**attached hereto immediately after Exhibit A-6.  Add Exhibit A-6.1, the "Aircraft Configuration - Model 737-924ER **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]** attached hereto.    2.	Letter Agreements:  2.1	Remove and replace, in its entirety, Letter Agreement 1951-9R19, "Option Aircraft - Model 737-724 Aircraft", with the revised Letter Agreement 1951-9R20 attached hereto, to reflect the rescheduling and addition of certain Option Aircraft.     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/ Anthony J. Hicker	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