EXHIBIT 10.5

Supplemental Agreement No. 46 

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 

June 25, 2008 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]
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. 46.
- Remove and replace, in their 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 their entirety, page T-2-2, T-2-3 and T-2-4 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.
- Incorporate Letter Agreement 6-1162-SEE-133, Model 737-924ER Performance Guarantees - Settlement.

		1.5	Remove and replace, I	n its entirety, Letter Agreement 6-1162-MMF-311R5 entitled **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], with the revised Letter Agreement 6-1162-MMF-311R6 attached hereto.
		1.6	Remove and replace, in its entirety, Letter Agreement 6-1162-GOC-131R9 entitled "Special Matters", with the revised Letter Agreement 6-1162-GOC-131R10 attached hereto reflecting agreement to use the appropriate factor contained in Boeing's 4th Qtr 2007 escalation forecast package for **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
		1.7	Remove and replace, in its entirety, the cover page to Exhibit A-1.1 entitled "Aircraft Configuration - Model 737-724 **[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
" with the revised cover page reflecting revision documented in SA-41 to revise title to "Aircraft Configuration - Model 737-724**[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/ Susan Englander                   	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**********