Supplemental Agreement No. 7



 Exhibit 10.179 
 CONFIDENTIAL MATERIAL APPEARING IN THIS DOCUMENT HAS BEEN OMITTED AND FILED 

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH 

THE SECURITIES ACT OF 1933, AS AMENDED, AND RULE 24B-2 PROMULGATED THEREUNDER. 

OMITTED INFORMATION HAS BEEN REPLACED WITH ASTERISKS. 
 Supplemental Agreement No. 7 
 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 November 7, 2012 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
certain matters relating to the delivery delays of Customers model 787 Aircraft contained in Letter No. 6-1162-RCN-1935; 

WHEREAS, Customer is *** model 787 Aircraft *** aircraft pursuant to supplemental agreement no. 60 to purchase agreement no. 1951;

 WHEREAS, Boeing and Customer previously executed Letter Agreement No. 6-1162-RCN-1940 “Model 787 Post-Delivery
Software & Data Loading”; 
 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. 7.

 1.2 Remove and replace, in its entirety, the “Table 1,” for Model 787-8 and 787-9 Aircraft with the Table 1
attached hereto. 
 1.3 Delete Attachment A to Option Aircraft Letter No. 6-1162-MSA-574R4 to reflect the fact that there
are no 787-8 Option Aircraft. 
 1.4 Remove and replace, in its entirety, Attachment B to Letter No. 6-1162-MSA-574R4 with
the Attachment B attached hereto. 

  

					
	P.A. 2484	 		 	
	CAL	 	SA 7-1	 	










 Supplemental Agreement No. 7 to 
 Purchase Agreement No. 2484 
  


	2.	Letter Agreements: 

 2.1
Remove and replace, in its entirety, Letter Agreement 6-1162-MSA-552R6, “Special Matters,” with the revised Letter Agreement 6-1162-MSA-552R7 attached hereto. 
 2.2 Add Letter Agreement 6-1162-RCN-1936, “Other Special Matters” attached hereto. 
 2.3 Add Letter Agreement 6-1162-RCN-1937, “Performance Guarantees - Block B Aircraft” attached hereto. 
 2.4 Add Letter Agreement 6-1162-RCN-1938, “*** - Block B Aircraft” attached hereto. 
 2.5 Add Letter Agreement 6-1162-RCN-1939, “*** - Block B Aircraft” attached hereto. 
 2.6 Add Letter Agreement 6-1162-RCN-1940, “Model 787 Post-Delivery Software & Data Loading” 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. 

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

					
	THE BOEING COMPANY	 		 	CONTINENTAL AIRLINES, INC.
			
	 /s/ ***
	 		 	 /s/ Gerald Laderman

	Signature	 		 	Signature
			
	 Attorney-in-Fact
	 		 	 Senior Vice President – Finance and Treasurer

	Title	 		 	Title


  

					
	P.A. 2484	 		 	
	CAL	 	SA 7-2	 	









 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
	  	 	7	  
		
	 EXHIBIT
	  	 	 
		
	 A1.            787-8 Aircraft Configuration
	  	 	6	  
		
	 A2.            787-9 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 ***
	  	 	2	  
		
	 SLP1.        Service Life Policy Components
	  	 	1	  


  

					
	P.A. No. 2484	 	i	 	SA7
	
	BOEING PROPRIETARY










 TABLE OF CONTENTS 

 


					
	 LETTER AGREEMENTS
	  	SA
NUMBER	 
		
	 6-1162-MSA-546R4                 Open
Configuration Matters
	  	 	6	  
		
	 6-1162-MSA-547R4                 Option
Aircraft
	  	 	5	  
		
	 Attachment A (deleted)            
	  	 	7	  
		
	
Attachment B                     
          
	  	 	7	  
		
	
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	  
		
	
6-1162-RCN-1940                     
 Model 787 Post-Delivery Software & Data Loading
	  	 	7	  


  

					
	P.A. No. 2484	 	ii	 	SA7
	
	BOEING PROPRIETARY










 TABLE OF CONTENTS 

 


					
	 CONFIDENTIAL LETTER AGREEMENTS
	  	SA
NUMBER	 
		
	
6-1162-MSA-550                      
 Spare Parts Commitment
	  	 	1	  
		
	
6-1162-MSA-551R2                  Performance
Guarantees
	  	 	5	  
		
	
6-1162-MSA-552R7                  Special
Matters
	  	 	7	  
		
	
6-1162-MSA-553R1                  Open
Matters
	  	 	1	  
		
	
6-1162-MSA-554R3                  Model
Substitution
	  	 	5	  
		
	
6-1162-MSA-555                      
 Promotional Support
	  	 	1	  
		
	
6-1162-RCN-1936                     
Other Special Matters
	  	 	7	  
		
	
6-1162-RCN-1937                     
Performance Guarantees – Block B Aircraft
	  	 	7	  
		
	
6-1162-RCN-1938                     ***
– Block B Aircraft
	  	 	7	  
		
	
6-1162-RCN-1938                     ***
– Block B Aircraft
	  	 	7	  


  

					
	P.A. No. 2484	 	iii	 	SA7
	
	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
	  	 	November 15, 2007	  
		
	 Supplemental Agreement No. 7
	  	 	November 7, 2012	  


  

					
	P.A. No. 2484	 	iv	 	SA7
	
	BOEING PROPRIETARY









 Table 1 
 Purchase Agreement No. 2484 
 Aircraft Delivery, Description, Price
and Advance Payments 
 (787-8/GE/***) 

 



											
	 Airframe Model/MTOW:
	 	787-8	 	 	*** pounds	  	 			
	 Engine Model/Thrust:
	 	GENX-1B***	 	 	*** pounds	  	 			
	 Airframe Price:
	 		 				 	$	***	  
	 Optional Features:
	 		 				 	$	***	  
		 		 	  
	  
	 	 	  
	  
	 
	 Sub-Total of Airframe and Features:
	 		 				 	$	***	  
	 Engine Price (Per Aircraft):
	 		 				 	$	***	  
	 Aircraft Basic Price (Excluding BFE/SPE):
	 		 				 	$	***	  
		 		 	  
	  
	 	 	  
	  
	 
	 Buyer Furnished Equipment (BFE) Estimate:
	 		 				 	$	***	  
	 In Flight Entertainment (IFE) Fixed$:
	 		 				 	$	***	  





																	
	 Detail Specification:
	 	 	***	  	 				 				 			
	 Airframe Price Base Year/Escalation Formula:
	 				 	 	***	  	 				 	 	***	  
	 Engine Price Base Year/Escalation Formula:
	 				 	 	***	  	 				 	 	***	  
					
	 Airframe Escalation Data:
	 				 				 				 			
	 Base Year Index (ECI):
	 				 				 	 	***	  	 			
	 Base Year Index (CPI):
	 				 				 	 	***	  	 			
	 Engine Escalation Data:
	 				 				 				 			
	 Base Year Index (ECI):
	 				 				 	 	***	  	 			
	 Base Year Index (CPI):
	 				 				 	 	***	  	 			

 
 

  

																													
	 Delivery Date
	  	Number
of	 	Escalation
Factor	 	Escalation
Factor	 	Serial	 	Escalation
Estimate
Adv
Payment
Base
Price Per	 	 	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):	 
	  	Aircraft	 	(Airframe)	 	(Engine)	 	Number	 	A/P*	 	 	***%	 	 	***%	 	 	***%	 	 	***%	 
	 Block A Aircraft
	 		 		 				 				 				 				 			
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 
										
	 Block B Aircraft
	  		 		 		 		 				 				 				 				 			
	 ***
	  	***	 	***	 	***	 	***	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 	 	$	*	** 


  
 Boeing
/ Continental Airlines, Inc. Proprietary 








 Table 1 
 Purchase Agreement No. 2484 
 Aircraft Delivery, Description, Price
and Advance Payments 
 (787-9/GE/***) 

 



											
	 Airframe Model/MTOW:
	 	787-8	 	 	***	  	 			
	 Engine Model/Thrust:
	 	GENX-1B***	 				 			
	 Airframe Price:
	 		 				 	$	***	  
	 Optional Features:
	 		 				 	$	***	  
		 		 	  
	  
	 	 	  
	  
	 
	 Sub-Total of Airframe and Features:
	 		 				 	$	***	  
	 Engine Price (Per Aircraft):
	 		 				 	$	***	  
	 Aircraft Basic Price (Excluding BFE/SPE):
	 		 				 	$	***	  
		 		 	  
	  
	 	 	  
	  
	 
	 Buyer Furnished Equipment (BFE) Estimate:
	 		 				 	$	***	  
	 Seller Purchased Equipment (SPE) Estimate:
	 		 				 	$	***	  





																	
	 Detail Specification:
	  	 	***	  	  				  				  			
	 Airframe Price Base Year/Escalation Formula:
	  				  	 	***	  	  				  	 	***	  
	 Engine Price Base Year/Escalation Formula:
	  				  	 	***	  	  				  	 	***	  
					
	 Airframe Escalation Data:
	  				  				  	 	***	  	  			
	 Base Year Index (ECI):
	  				  				  	 	***	  	  			
	 Base Year Index (CPI):
	  				  				  				  			
	 Engine Escalation Data:
	  				  				  	 	***	  	  			
	 Base Year Index (ECI):
	  				  				  	 	***	  	  			
	 Base Year Index (CPI):
	  				  				  				  			

 
 

  

																													
	 Delivery Date
	  	Number
of	  	Escalation
Factor	  	Escalation
Factor	  	Serial	  	Escalation
Estimate
Adv
Payment
Base
Price Per	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):	 
	  	Aircraft	  	(Airframe)	  	(Engine)	  	Number	  	A/P*	 	  	***%	 	  	***%	 	  	***%	 	  	***%	 
	 Block A Aircraft
	   

	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***    
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  
 Boeing
/ Continental Airlines, Inc. Proprietary 









 Table 1 
 Purchase Agreement No. 2484 
 Aircraft Delivery, Description, Price
and Advance Payments 
 (787-9/GE/***) 

 


																													
	 Delivery Date
	  	Number
of	  	Escalation
Factor	  	Escalation
Factor	  	Serial	  	Escalation
Estimate
Adv
Payment
Base
Price Per	 	  	Advance Payment Per Aircraft
(Amts. Due/Mos. Prior to
Delivery):	 
	  	Aircraft	  	(Airframe)	  	(Engine)	  	Number	  	A/P*	 	  	***%	 	  	***%	 	  	***%	 	  	***%	 
	 Block B Aircraft
	   

	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	 ***
	  	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

							
	Boeing / Continental Airlines, Inc. Proprietary	 	 	2	  










							
	



	  		  	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


  
  

6-1162-MSA-552R7 
 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-552R6. All terms used and not defined in this
Letter Agreement have the same meaning as in the Purchase Agreement. 
  

	1.	Credit Memoranda. 

  

	 	1.1.	787-8 Credit Memoranda. 


In consideration of Customer’s purchase of Model 787-8 Aircraft, Boeing shall issue at the time of delivery of each Aircraft and
Option Aircraft, a credit memorandum in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 

 

	 	1.2.	787-9 Credit Memoranda. 


In consideration of Customer’s purchase of Model 787-9 Aircraft, Boeing shall issue at the time of delivery of each Aircraft and
Option Aircraft, a credit memorandum in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 

 

	2.	Model 787 *** 

 Boeing ***
that the offer contained herein *** with the *** specified in *** dated July 12, 2012. Furthermore, if *** the 787 aircraft *** as Boeing *** 787 ***, Boeing will *** to the terms and conditions of the Purchase Agreement to ***. 

  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	 	2.1	787-8 *** 

 Boeing shall
issue at the time of delivery of each 787-8 Aircraft *** a credit memorandum in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 

 

	 	2.2	787-9 *** 

 Boeing shall
issue at the time of delivery of each 787-9 Aircraft *** a credit memorandum in an amount equal to ***. The credit memorandum is *** airframe *** the Aircraft Price ***. Customer may apply such credit memorandum to *** Aircraft. 

 

	3.	*** 

 *** 

  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


			
	 ***
	  	  
	***%***	  	
	***%	  	
	***%	  	
	***%	  	
	***%	  	
	***%	  	
	***%	  	
	***%
 ***%
	  	

  

	4.	*** certain Aircraft. 

  

	 	4.1	*** certain 787-8 Aircraft. As an accommodation for the Customer with respect to *** the *** of the 787-8 Aircraft listed in Table 1 to Supplemental Agreement
No. 6 , reflects ***. 

  

	 	4.2	*** certain 787-9 Aircraft. Buyer agreed to add five (5) Model 787-9 Aircraft per Supplemental Agreement No. 5. Boeing agrees to *** for the five
(5) Aircraft *** of each of the five (5) Aircraft. At *** of each of the five (5) Aircraft, Boeing *** 787-9 Aircraft. 

  

	5.	Payment of *** 

 5.1
*** for Firm Aircraft. Customer agrees *** on *** for all firm and exercised Option Aircraft *** the date on which *** the date on which *** shall be *** and *** day of *** and on the delivery date of *** Aircraft ***. (Note: the *** above will
be *** for the *** the *** on the *** for *** would be *** for ***.) 
 5.2 Delivery *** Impact on ***. If the delivery
of any Aircraft *** to either an *** or a ***, then *** on the *** in respect of such Aircraft will *** the *** the *** of the *** to the *** of delivery of the Aircraft. *** of any *** that *** to the *** of the *** but *** will be *** on the ***
set forth in Paragraph 5.1 of this Letter Agreement or *** of the Aircraft, ***. 
 5.3 Boeing ***. Boeing shall submit
to Customer, not less than *** prior to the end of ***, an ***. Customer’s *** is *** to Boeing *** of the ***. Boeing’s *** will show *** each Aircraft *** have been ***. The *** will also *** with respect to other aircraft in other
purchase agreements between Customer and Boeing. 

  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	6.	Option Aircraft ***  

 6.1
*** Option Aircraft Letter Agreement 6-1162-MSA-547, Boeing *** for 787 Option Aircraft. 
 6.2 *** Boeing and Customer *** that
*** Option Aircraft and for the *** 787-9 Option Aircraft provided in Supplemental Agreement No. 5*** Option Aircraft. 

6.3 The Option *** for the initial five (5) Option Aircraft ***, as agreed to by Customer and Boeing per Supplemental Agreement ***,
and *** the related *** for these concerned five (5) Option Aircraft. 
  

	7.	*** 

 Boeing *** at the
time of delivery of each Aircraft *** and ***. 
  

	8.	Model Substitution. 


Customer has a substitution right to change an Aircraft to any model of 787-*** or a 787-*** aircraft (Substitution Aircraft) per Model
Substitution Letter Agreement 6-1162-MSA-554. The following terms also apply to Substitution Aircraft: 
  

	 	8.1.	*** 

 *** 

 

	 	8.2.	*** 

 *** 

  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	9.	*** Model Substitution *** 


Notwithstanding Customer’s *** Model Substitution right *** of Customer being one of the first to purchase the 787 Aircraft, Customer
shall *** such *** Model Substitution right *** 787 Aircraft to other model aircraft, unless mutually agreed to by both parties. 
  

	10.	Aircraft Invoices. 

 Upon
Customer request, at the time of Aircraft delivery Boeing agrees to provide a separate invoice addressed to the owner/trustee of such Aircraft specifying the dollar amount to be received at the time of delivery. *** 

 

	11.	Assignment of Credits. 


Customer may not assign the credit memoranda described in this Letter Agreement without Boeing’s prior written consent *** Boeing ***
Customer in respect of an Aircraft. 
  

	12.	Customer *** Right. 

 With
respect to the ten (10) 787 Aircraft having *** rights ordered under Supplemental Agreement No. 3, Customer and Boeing agree that these *** rights have been terminated effective with, or prior to Supplemental Agreement No. 5.

  

	13.	Customer *** Right. 


Boeing and Customer mutually agree *** Customer *** per Supplemental Agreement No. 5. 

 

	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. 

  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	 Senior Vice President – Finance and Treasurer



  

					
	P.A. No. 2484	  		  	SA 7                        
	Special Matters	  		  	
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










							
	



	  		  	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


  
  

6-1162-RCN-1936 
 Continental Airlines, Inc.

 1600 Smith Street 
 Houston, Texas
77002 
  

			
	Subject:	  	Other 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 (Aircraft)

 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. 
  

	1.	*** 

 1.1 ***
Boeing will provide *** concurrently with the delivery of each Block A and Block B Aircraft in the Purchase Agreement as of the date hereof. The *** for such Aircraft. The amount of such *** will be calculated in accordance with Paragraph 4 (***)
below. For purposes of this calculation, the original delivery dates are set forth below: 
  

							
	 Original Delivery Dates
	  	 787-8
	  	 787-9
	  	 Block A or Block B Aircraft?

	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block A
	***	  	1	  		  	Block B
	***	  	2	  		  	Block A
	***	  	1	  		  	Block A
	***	  		  	1	  	Block A
	***	  		  	1	  	Block A
	***	  		  	1	  	Block B
	***	  		  	1	  	Block A
	***	  		  	1	  	Block A
	***	  		  	2	  	Block A
	***	  		  	1	  	Block A
	***	  		  	2	  	1 Block A;
 1 Block B

	***	  		  	1	  	Block B
	***	  		  	2	  	1 Block A;
 1 Block B

	***	  		  	1	  	Block A
	***	  		  	1	  	Block A
	***	  		  	1	  	Block A
	***	  		  	1	  	Block A
	***	  		  	1	  	Block A


  

					
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 1.2 *** Boeing will *** concurrently with the delivery of each Block A and Block
B Aircraft in the Purchase Agreement as of the date hereof *** for such Aircraft, except as provided in Paragraph 2.1. 
 1.3
*** For each Block A and Block B Aircraft in the Purchase Agreement as of the date hereof, Boeing will *** Customer *** under this Paragraph 1.3). Each *** concurrently with the delivery of each *** delivered *** delivery scheduled *** the
first and second *** deliveries correspond to the *** Aircraft delivery, the third and fourth *** deliveries correspond to the *** Aircraft delivery and so on. Because the majority of *** the corresponding 787 Aircraft for which Customer *** toward
the ***, Customer agrees that if it does not take delivery of an Aircraft, then the *** corresponding 787 Aircraft *** Boeing, unless Customer *** the Purchase Agreement with respect to such 787 Aircraft under *** the Purchase Agreement, in which
case, Customer *** Boeing. 
 1.4 *** See paragraph 3.2 below. 

 

	2.	Aircraft Termination 

 2.1
If Customer has exercised its termination right under Paragraph 6 of this Agreement or pursuant to any other right of Customer to do so under the Purchase Agreement with respect to an Aircraft, Boeing *** with respect to such Aircraft. In such case,
*** by Customer, United Air Lines, Inc., or United Continental Holdings, Inc. (UAL Companies) in respect of ***. 
 2.2
For the convenience of the parties, any *** under this Letter Agreement may be ***, but shall be deemed *** in accordance with the terms hereof, regardless of whether ***. 

  

					
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	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	3.	Option Aircraft.  

 3.1
Customer’s Option Aircraft are scheduled by month. Upon exercise of an Option Aircraft, Boeing has the right to *** in Attachment B to Letter Agreement No. 6-1162-MSA-547R4; provided, that Boeing will *** to *** such Option Aircraft ***.
Such *** will not be considered ***, and all applicable terms and conditions set forth in the Purchase Agreement (e.g., Airframe Price Adjustment and Engine Price Adjustment and advance payments) shall be aligned ***. 

3.2 Subject to and contingent on Customer’s exercise of an Option Aircraft no later than 24 months prior to the first day of the
then current scheduled month of delivery, *** concurrently with the delivery of each such Option Aircraft *** for such exercised Option Aircraft. The total number of option aircraft in the Purchase Agreement and United Air Lines, Inc. Purchase
Agreement no. 3860 between Boeing and United Air Lines, Inc. (United Purchase Agreement) *** is ***, which is the total number of Option Aircraft in the Purchase Agreement and the United Purchase Agreement as of the date hereof. 

3.3 Customer may elect to place an exercised Option Aircraft ***, and in either such case, subject to execution of supplemental
agreements to amend *** Customer’s Purchase Agreement ***. 
  

	4.	Escalation Adjustment *** 


4.1 Airframe Escalation Adjustment ***. Boeing *** each Block A and Block B Aircraft in the Purchase Agreement as of the date
hereof ***. The intent of ***, as provided for in the Purchase Agreement, between *** contained in Table 1 to the Purchase Agreement. For the purposes of this Letter Agreement and the ***, the term “Optional Features” will not include IFE
***. 
 4.2 Airframe Escalation Adjustment ***. The *** will be determined by *** Paragraph *** of the Purchase
Agreement) *** under Letter Agreement No. 6-1162-MSA-552R7 as in effect on the date hereof, adjusted for escalation as provided in the Purchase Agreement, if applicable) *** in Table 1 to the Purchase Agreement (*** under Letter Agreement
No. 6-1162-MSA-552R7 as in effect on the date hereof, adjusted for escalation as provided in the Purchase Agreement, if applicable). 
 4.3 Engine Escalation ***. In addition to the ***, Boeing *** in Table 1 to the Purchase Agreement. 

  

					
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	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	5.	Changes to *** Programs 


5.1 ***. Customer, United Air Lines, Inc., and Boeing have previously entered into agreements regarding *** for certain model 757,
767 and 777 aircraft. Boeing hereby agrees that *** Customer and/or United Air Lines, Inc. may *** under such agreements, will henceforth be provided *** *** by Customer and United Air Lines, Inc. ***. Boeing will provide *** to *** Customer and
United Air Lines, Inc. which *** under such agreements. 
 5.2 *** the Program ***. Customer’s aircraft under the
*** (Letter Agreement No. *** to purchase agreement no. *** between Customer and Boeing) *** such aircraft. In such case, Customer will ***. In no event will Customer be required to *** of such aircraft. 

 

	6.	*** Aircraft *** 

 The
rights and obligations of Customer and Boeing for any *** delivery of the Aircraft *** to the Purchase Agreement or the delivery *** will be as follows and as set forth in Paragraph 7: 

6.1 For an *** (as defined in Section *** of the AGTA), in the delivery of an Aircraft *** to the Purchase Agreement or the delivery ***,
Article *** of the AGTA shall. 
 6.2. A *** is defined as any *** delivery of any Aircraft *** to the Purchase Agreement
or the delivery *** for exercised Option Aircraft *** pursuant to Article *** of the AGTA. 
 6.2.1 Customer will *** the
Purchase Agreement or (ii) an exercised Option Aircraft *** to a *** of the *** for such Aircraft *** such Delivery Date (the ***); provided that the foregoing shall not apply with respect to any Aircraft for which the Purchase Agreement
has been terminated pursuant to ***. 
 6.2.2 For *** of the delivery date in Table 1 to the Purchase Agreement. All other
terms and conditions of the Purchase Agreement will remain in effect *** Aircraft. 
 6.2.3 For a ***, Customer *** the
Purchase Agreement *** such Aircraft so delayed (including exercised Option Aircraft). *** Boeing *** delivery date of an Aircraft, *** to Customer ***. So long as Boeing provides ***, Customer agrees to give *** after the occurrence of either
(i) the date of ***, or (ii) *** Aircraft informing Customer of *** Aircraft *** the delivery *** Boeing in respect of which Customer ***. In addition: 
 6.2.3.1 For Block A and Block B Aircraft in the Purchase Agreement *** such Aircraft has *** the delivery date in Table 1 to the Purchase Agreement and ***


  

					
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Boeing *** Customer *** the Aircraft *** with respect to the *** of such Aircraft *** with respect to such Aircraft are referred to herein as ***) and shall be *** Aircraft. The *** under
this Paragraph 6.2.3.1 *** Customer ***, will ***. All other terms and conditions of the Purchase Agreement will remain in effect for that Aircraft. The *** is *** to and not *** Aircraft under Paragraphs ***. 

6.2.3.2 For Block A and Block B Aircraft in the Purchase Agreement *** Boeing *** Customer *** with respect to the *** of such Aircraft
*** *** Aircraft ***. The *** under this Paragraph 6.2.3.2 *** Customer *** will ***. In addition, Customer shall *** Aircraft under Paragraphs *** and to *** as described in Paragraph ***. 

6.2.3.3 For exercised Option Aircraft, if the *** respective Aircraft is *** such Aircraft has ***, then (x) *** Boeing and
(y) *** the delivery date of such Aircraft in Table 1 to the Purchase Agreement. 
 6.2.3.4 For exercised Option Aircraft,
if the ***, then *** the terms of this Letter Agreement *** Boeing with respect to such Aircraft. 
 6.2.4 If Customer elects
to *** with respect to any Aircraft, as provided in Paragraph 6.2.3 above, such *** such Aircraft under the Purchase Agreement including but not limited to all ***, and 
 (i) Boeing *** Customer for the respective Aircraft, and 
 (ii) Boeing may elect,
by written notice to Customer within *** thereafter, to *** the Aircraft *** Customer, and 
 (iii) if the *** Aircraft was a
Block A or a Block B Aircraft in the Purchase Agreement as of the date hereof, then within *** business days of *** Boeing *** Customer provided for under Paragraphs *** and *** provided for in Paragraph ***, and 

6.2.5 if the period of ***, ***, then Customer ***. 
 6.3 Boeing acknowledges that it is not intended that this Letter Agreement *** any of Customer’s Aircraft. Accordingly, Boeing agrees that Customer *** 787 aircraft *** and that Boeing ***
Customer’s 787 ***. 
  

	7.	*** 

 Customer agrees that the *** in this
Letter Agreement are *** Aircraft *** in Table 1 to the Purchase Agreement *** and *** and are *** Customer *** in connection with such *** of any *** Customer in connection with ***. For the avoidance of doubt, Customer *** may have under the
Purchase Agreement *** Aircraft ***. Provided that Boeing *** Customer the *** in this Letter Agreement with respect to ***, Customer *** Boeing ***. 

  

					
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	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  


	8.	*** 

 Customer agrees that *** under the
Purchase Agreement *** with Boeing and *** Customer *** notice from Boeing *** it may have ***, Boeing *** Customer with at least *** written notice of its intent to do so, *** Customer under the *** to ***, provided, however, that Boeing *** under
the Purchase Agreement with respect to any Aircraft that is subject to ***. If Boeing *** Customer ***, absent instruction from Boeing to the contrary, Customer *** that the *** to the *** under the Purchase Agreement. Nothing herein shall
constitute ***. Boeing ***. 
 For purposes of this paragraph, the term “Boeing” means and includes The Boeing Company, its
divisions***. 
  

	9.	Assignment 

 The rights and obligations
described in this Letter Agreement are provided in consideration of Customer (or any successor) taking delivery of their respective Aircraft and becoming the operator of such Aircraft. This Agreement cannot be assigned, in whole or in part, by one
party without the prior written consent of the other party; provided that a party may assign its interest to a corporation that (i) results from any merger or reorganization of such party or (ii) acquires substantially all the assets of
such party. 
  

	10.	Confidential Treatment. 

 The information
contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Without obtaining the prior written consent of the other parties and except as required by law, each
party will limit the disclosure of its contents to its employees who have a need to know for purposes of helping such party perform its obligations under the Purchase Agreement and who will treat the information as confidential. 

  

					
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	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-in-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	 Senior Vice President – Finance and Treasurer



  

					
	P.A. No. 2484	  		  	SA7
	Other Special Matters	  		  	Page 7
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










							
	



	 		  	 The Boeing Company P.O.
 Box
3707 Seattle, WA
 98124-2207


  
  

6-1162-RCN-1937 
 Continental Airlines, Inc.

 1600 Smith Street 
 Houston, Texas
77002 
  

			
	Subject:	  	Performance Guarantees - Block B Aircraft
		
	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. The terms of this Letter
Agreement apply exclusively to the aircraft identified in Table 1 to the Purchase Agreement as Block B Aircraft (Block B Aircraft). Letter Agreement No. 6-1162-MSA-551R2 applies exclusively to the aircraft identified in Table 1 to the
Purchase Agreement as Block A Aircraft (Block A Aircraft). 
 Boeing agrees to provide Customer with the performance guarantees in the
attachment hereto. The performance guarantees in the attachment specific to the GENX-1B*** engine model for the 787-8 and GENX-1B*** for the 787-9 are subject to change if a different GEnx model is configured for the Aircraft. These guarantees are
exclusive and expire upon delivery of the Aircraft to Customer. 
 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. 

  

					
	P.A. No. 2484	  		  	SA7
	Performance Guarantees – Block B Aircraft	  		  	Page 1
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY










 



 
  

 Very truly yours, 
  

			
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-in-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	 Senior Vice President – Finance and Treasurer



  

					
	P.A. No. 2484	  		  	SA7
	Performance Guarantees – Block B Aircraft	  		  	Page 2
	BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY









 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 

Page 1 
 MODEL 787-8
PERFORMANCE GUARANTEES 
 FOR CONTINENTAL AIRLINES, INC. 

 

			
	SECTION	 	CONTENTS
		
	 1
	 	 AIRCRAFT MODEL APPLICABILITY

		
	 2
	 	 FLIGHT PERFORMANCE

		
	 3
	 	 SOUND LEVELS

		
	 4
	 	 AIRCRAFT CONFIGURATION

		
	 5
	 	 GUARANTEE CONDITIONS

		
	 6
	 	 GUARANTEE COMPLIANCE

		
	 7
	 	 EXCLUSIVE GUARANTEES



  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 2 
  


	1	AIRCRAFT MODEL APPLICABILITY 

 The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-8 Aircraft with a maximum takeoff weight of *** pounds, a maximum landing weight of
***pounds, and a maximum zero fuel weight of ***pounds, and equipped with Boeing furnished GEnx-1B*** engines. 
  

	2	FLIGHT PERFORMANCE 

  

	2.1	Enroute One-Engine-Inoperative Altitude 

 The FAA approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ISA+10°C day using not more than maximum
continuous thrust, shall not be less than the following guarantee value: 
  

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

  

	2.2	Altitude Capability - All Engines Operating 

  

	2.2.1	The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be
less than the following guarantee value: 

  

			
	NOMINAL:	  	***    Feet      
	TOLERANCE:	  	***    Feet      
	GUARANTEE:	  	***    Feet      

 Conditions: 
  

	 	1)	The Aircraft shall be capable of maintaining level cruising flight using not more than maximum cruise thrust. 


 

	 	2)	The Aircraft shall be capable of maintaining a rate of climb of *** feet per minute using not more than maximum climb thrust. 


 

	 	3)	The Aircraft shall be capable of at least a ***g maneuver load factor at buffet onset. 


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 3 
  


	2.2.2	The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be
less than the following guarantee value: 

  

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

 Conditions: 
  

	 	1)	The Aircraft shall be capable of maintaining level cruising flight using not more than maximum cruise thrust. 


 

	 	2)	The Aircraft shall be capable of maintaining a rate of climb of *** feet per minute using not more than maximum climb thrust. 


 

	 	3)	The Aircraft shall be capable of at least a ***g maneuver load factor at buffet onset. 


 

	2.3	Mission 

  

	2.3.1	Mission Range 

 The still
air range with a *** pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value: 
  

			
	NOMINAL:	  	***    Nautical Miles
	TOLERANCE:	  	***    Nautical Miles
	GUARANTEE:	  	***    Nautical Miles

 Conditions and operating rules: 

 

			
	Still Air Range:	 	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	 	The airport altitude is ***.
		
		 	The takeoff gross weight is ***the airport conditions.
		
		 	The takeoff gross weight shall conform to FAA Regulations.


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 4 
  


			
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from ***feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute ***.


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 5 
  


							
		 	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is a *** airport.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
				
		 	Taxi-Out:	 		  	
				
		 		 	Fuel	  	*** Pounds
		
		 	Takeoff and Climbout Maneuver: 
				
		 		 	Fuel	  	*** Pounds
		 		 	Distance	  	*** Nautical Miles
		 		 		  	
		
		 	Approach and Landing Maneuver: 
				
		 		 	Fuel	  	*** Pounds
		
		 	Taxi-In (shall be consumed from the reserve fuel): 
				
		 		 	Fuel	  	*** Pounds
		
		 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		 	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day
at an *** Mach number, *** feet and a maximum landing weight of *** Pounds


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 6 
  


	2.3.2	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

			
	NOMINAL:	  	 ***    Pounds

	TOLERANCE:	  	 ***    Pounds

	GUARANTEE:	  	 ***    Pounds


  

							
	Conditions and operating rules:
		
	Stage Length:	 	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	 	The airport altitude is *** feet.
		
		 	The airport temperature is ***°F.
		
		 	The takeoff runway available (TORA) is *** feet.
		
		 	The takeoff distance available (TODA) is *** feet.
		
		 	The accelerate-stop distance available (ASDA) is *** feet.
		
		 	The lineup allowance adjustment to TORA and TODA is *** feet.
		
		 	The lineup allowance adjustment to ASDA is *** feet.
		
		 	The runway slope is *** percent uphill.
		
		 	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:
				
	 	 	 	  	Distance	  	Height
		 	 1.
	  	*** feet	  	*** feet
		 	 2.
	  	*** feet	  	*** feet
		
		 	Maximum takeoff thrust is used for the takeoff.
		
		 	The takeoff gross weight shall conform to FAA Regulations.


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 7 
  


							
	Climbout Maneuver:	 	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	 	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		 	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		 	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		 	The climb continues at *** Mach number to the initial cruise altitude.
		
		 	The temperature is standard day during climb.
		
		 	Maximum climb thrust is used during climb.
		
	Cruise:	 	The Aircraft cruises at *** Mach number.
		
		 	The initial cruise altitude is *** feet.
		
		 	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		 	The temperature is standard day during cruise.
		
		 	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	 	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		 	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 8 
  


					
		 	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is *** feet.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
			
		 	 Taxi-Out:
  

Fuel
	 	 *** Pounds

		
		 	Takeoff and Climbout Maneuver:
			
		 	 Fuel
 Distance
	 	 *** Pounds
 *** Nautical Miles

		
		 	Approach and Landing Maneuver:
			
		 	 Fuel
	 	 *** Pounds

		
		 	Taxi-In (shall be consumed from the reserve fuel):
			
		 	 Fuel
	 	 *** Pounds

		
		 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		 	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day
at an *** Mach number, *** feet and a maximum landing weight of *** Pounds


  

			
	 P.A. No. 2484

AERO-B-BBA4-M12-0853
	  	SS12-0424        










 Attachment A1 
 No. 6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 9 
  


	2.3.3	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

									
		 	NOMINAL:	  	***	  	Pounds
		 	TOLERANCE:	  	***	  	Pounds
		 	GUARANTEE:	  	***	  	Pounds
	
	Conditions and operating rules:
		
	Stage Length:	 	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	 	The airport altitude is *** feet.
		
		 	The airport temperature is ***°F.
		
		 	The takeoff runway available (TORA) is ***feet.
		
		 	The takeoff distance available (TODA) is ***feet.
		
		 	The accelerate-stop distance available (ASDA) is *** feet.
		
		 	The lineup allowance adjustment to TORA and TODA is *** feet.
		
		 	The lineup allowance adjustment to ASDA is *** feet.
		
		 	The runway slope is *** percent downhill.
		
		 	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:
					
	 	 	 	 	 	  	Distance	  	Height
		 		 	1.	  	*** feet	  	*** feet
		 		 	2.	  	*** feet	  	*** feet
		 		 	3.	  	*** feet	  	*** feet
		 		 	4.	  	*** feet	  	*** feet
		 		 	5.	  	*** feet	  	*** feet
		 		 	6.	  	*** feet	  	*** feet
		 		 	7.	  	*** feet	  	*** feet
		 		 	8.	  	*** feet	  	*** feet
		 		 	9.	  	*** feet	  	*** feet


  

			
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		 	Maximum takeoff thrust is used for the takeoff.
		
		 	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	 	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	 	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		 	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		 	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		 	The climb continues at *** Mach number to the initial cruise altitude.
		
		 	The temperature is standard day during climb.
		
		 	Maximum climb thrust is used during climb.
		
	Cruise:	 	The Aircraft cruises at ***Mach number.
		
		 	The initial cruise altitude is *** feet.
		
		 	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		 	The temperature is standard day during cruise.
		
		 	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be
used.


  

			
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	Descent:	 	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		 	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		 	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is *** feet.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		 	Taxi-Out:
				
		 	 Fuel
	 		  	*** Pounds
		
		 	Takeoff and Climbout Maneuver:
				
		 	 Fuel
	 		  	*** Pounds
		 	 Distance
	 		  	*** Nautical Miles
		
		 	Approach and Landing Maneuver:
				
		 	 Fuel
	 		  	*** Pounds
		
		 	Taxi-In (shall be consumed from the reserve fuel):
				
		 	 Fuel
	 		  	*** Pounds
		
		 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		 	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day
at an *** Mach number, *** feet and a maximum landing weight of *** Pounds


  

			
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 GEnx-1B*** Engines 
 Page 12 
  


	2.3.4	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

									
		 	NOMINAL:	  	 ***    Pounds
	  	
		 	TOLERANCE:	  	 ***    Pounds
	  	
		 	GUARANTEE:	  	 ***    Pounds
	  	
	
	Conditions and operating rules:
		
	Stage Length:	 	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	 	The airport altitude is *** feet.
		
		 	The airport temperature is ***°F.
		
		 	The takeoff runway available (TORA) is *** feet.
		
		 	The takeoff distance available (TODA) is *** feet.
		
		 	The accelerate-stop distance available (ASDA) is ***feet.
		
		 	The lineup allowance adjustment to TORA and TODA is *** feet.
		
		 	The lineup allowance adjustment to ASDA is *** feet.
		
		 	The runway slope is *** percent uphill.
		
		 	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:
					
	 	 	 	 	 	  	Distance	  	Height
		 		 	1.	  	*** feet	  	*** feet


  

			
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		 	Maximum takeoff thrust is used for the takeoff.
		
		 	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	 	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	 	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		 	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		 	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		 	The climb continues at *** Mach number to the initial cruise altitude.
		
		 	The temperature is standard day during climb.
		
		 	Maximum climb thrust is used during climb.
		
	Cruise:	 	The Aircraft cruises at *** Mach number.
		
		 	The initial cruise altitude is *** feet.
		
		 	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		 	The temperature is standard day during cruise.
		
		 	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be
used.


  

			
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	Descent:	 	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		 	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		 	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is *** feet.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		 	Taxi-Out:
		
		 	 Fuel                    ***
Pounds

		
		 	Takeoff and Climbout Maneuver:
		
		 	 Fuel                    ***
Pounds

		 	 Distance            *** Nautical Miles

		
		 	Approach and Landing Maneuver:
		
		 	 Fuel                    ***
Pounds

		
		 	Taxi-In (shall be consumed from the reserve fuel):
		
		 	 Fuel                    ***
Pounds

		
		 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		 	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day
at an *** Mach number, *** feet and a maximum landing weight of *** Pounds


  

			
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	2.3.5	Mission Block Fuel 

 The
block fuel for a stage length of *** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value: 

 

							
		  	NOMINAL:	    	***    Pounds
		  	TOLERANCE:	    	***    Pounds
		  	GUARANTEE:	    	***    Pounds
	
	Conditions and operating rules:
		
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Block Fuel:	  	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and
taxi-in.
		
	Takeoff:	  	The airport altitude is ***.
		
		  	The takeoff gross weight is not limited by the airport conditions.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and
landing gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is
reached.


  

			
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		 	The climb continues at *** Mach number to the initial cruise altitude.
		
		 	The temperature is standard day during climb.
		
		 	Maximum climb thrust is used during climb.
		
	Cruise:	 	The Aircraft cruises at *** Mach number.
		
		 	The initial cruise altitude is *** feet.
		
		 	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		 	The temperature is standard day during cruise.
		
		 	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	 	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		 	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		 	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is a *** airport.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
			
		 	Taxi-Out:	  	
				
		 		 	 Fuel
	  	***    Pounds


  

			
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 Attachment A1 
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		  	Takeoff and Climbout Maneuver:
				
		  		  	Fuel	    	***     Pounds
		  		  	Distance	    	***     Nautical Miles
		
		  	Approach and Landing Maneuver:
				
		  		  	Fuel	    	***     Pounds
		
		  	Taxi-In (shall be consumed from the reserve fuel):
				
		  		  	Fuel	    	***     Pounds
		
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		  	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard
day at an *** Mach number, *** feet and a maximum landing weight of *** Pounds

  

	2.3.6	Operational Empty Weight Basis 

 The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5. 

  

			
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 Attachment A1 
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	2.3.7	Weight Summary - Continental Airlines 


					
	 	  	Pounds	 
	 Standard Model Specification MEW
	  	 	***	  
	 ***
	  			
		
	 ***
	  			
		
	 *** (*** CC / *** YC) Interior
	  			
		
	 GEnx Engines
	  			
	 ***Lb. Maximum Taxi Weight
	  			
	 ***USG Fuel Capacity
	  			
		
	 Changes for Continental Airlines*
	  			
	 ***
	  	 	***	  
	 ***
	  			
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 Continental Airlines Manufacturer’s Empty Weight (MEW)
	  	 	***	  
		
	 Standard and Operational Items Allowance (Paragraph 2.3.8)
	  	 	***	  
		
	 Continental Airlines Operational Empty Weight (OEW)
	  	 	***	  

  

													
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 
				
	 Seat Weight Included*
	  				  				  	 	***	  
				
	 ***
	  	 	***	  	  	 	***	  	  			
				
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			
				
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			
	 ***
	  	 	***	  	  	 	***	  	  			


  

			
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	2.3.8	Standard and Operational Items Allowance 

  

																	
	 	  	Qty	 	  	lb	 	  	lb	 	  	lb	 
	 Standard Items Allowance
	  				  				  				  	 	***	  
					
	 Unusable Fuel
	  				  				  	 	***	  	  			
	 Oil
	  				  				  	 	***	  	  			
	 Oxygen Equipment
	  				  				  	 	***	  	  			
	 Portable Oxygen Bottles
	  	 	***	  	  	 	***	  	  				  			
	 Miscellaneous Equipment
	  				  				  	 	***	  	  			
	 First Aid Kits
	  	 	***	  	  	 	***	  	  				  			
	 Crash Axe
	  	 	***	  	  	 	***	  	  				  			
	 Megaphones
	  	 	***	  	  	 	***	  	  				  			
	 Flashlights
	  	 	***	  	  	 	***	  	  				  			
	 Smoke Goggles
	  	 	***	  	  	 	***	  	  				  			
	 Smoke Hoods
	  	 	***	  	  	 	***	  	  				  			
	 Galley Structure & Fixed Inserts (*** cu ft @ ***lb/cu ft)
	   
	  	 	***	  	  			
	 Operational Items Allowance
	  				  				  				  	 	***	  
	 Crew and Crew Baggage
	  				  				  	 	***	  	  			
	 Flight Crew (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Cabin Crew (***@ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Baggage (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Navigation Bags & Manuals (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Catering Allowance & Removable Inserts: *** Meal Service
	   
	  	 	***	  	  			
	 First Class
	  	 	***	  	  	 	***	  	  				  			
	 Business Class
	  	 	***	  	  	 	***	  	  				  			
	 Economy Class
	  	 	***	  	  	 	***	  	  				  			
	 Tourist Class
	  	 	***	  	  	 	***	  	  				  			
	 Passenger Service Equipment (*** @ *** lb. ea.)
	  				  				  	 	***	  	  			
	 Potable Water - (180 USG)
	  				  				  	 	***	  	  			
	 Waste Tank Disinfectant
	  				  				  	 	***	  	  			
	 Emergency Equipment (Includes Over Water Equip.)
	   
	  	 	***	  	  			
	 Slide Rafts: Main Entry
	  	 	***	  	  	 	***	  	  				  			
	 Life Vests
	  	 	***	  	  	 	***	  	  				  			
	 Locator Transmitter
	  	 	***	  	  	 	***	  	  				  			
	 Cargo System
	  				  				  	 	***	  	  			
	 Pallets (*** @ *** lb ea.)
	  				  	 	***	  	  				  			
	 Containers (*** @ *** lb ea.)
	  				  	 	***	  	  				  			
	 Total Standard and Operational Items Allowance
	  				  				  				  	 	***	  


  

			
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 Attachment A1 
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 GEnx-1B*** Engines 
 Page 20 
  


	3	SOUND LEVELS 

  

	3.1	Community Sound Levels 


The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

  

	3.2	Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule 

 The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than ***EPNdB. 
  

	3.3	Departure Condition 

 The
sound level for Departure Noise shall be defined as the numerical average of flyover (with thrust cutback) and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds
shall qualify this aircraft for the London “QC1” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value: 

 

									
		 		 	GUARANTEE:	  	 ***EPNdB


  

	3.4	Arrival Condition 

 The
sound level for Arrival Noise shall be defined as *** EPNdB less than the approach noise certification value. The Arrival Noise level for this aircraft with a landing gross weight of *** pounds shall qualify this aircraft
for the London “QC1” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value: 

 

									
		 		 	GUARANTEE:	  	 ***EPNdB



  

			
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 Attachment A1 
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	4	AIRCRAFT CONFIGURATION 

  

	4.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document ***, plus any changes mutually agreed to or
otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such
Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its
evidence of compliance with the guarantees. 

  

	4.2	The guarantee payloads of Paragraph 2.3.2, 2.3.3, and 2.3.4, the specified payload of the Paragraph 2.3.5 block fuel guarantee, and the specified payload of the
Paragraph 2.3.1 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees: 

 (1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. 

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights. 

 

	5	GUARANTEE CONDITIONS 

  

	5.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.


  

	5.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25
amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration. 


  

			
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	5.3	In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or
requirement that affects the certification basis for the Aircraft as described in Paragraphs 3.1 or 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the
guarantees set forth in this Attachment shall be appropriately modified to reflect any such change. 

  

	5.4	The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, *** mph tires,
with anti-skid operative. The takeoff performance is based on an alternate forward center of gravity limit of *** percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation of the air
conditioning with thermal anti-icing turned off and ***. Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required. 


 

	5.5	The enroute one-engine-inoperative altitude guarantee is based on engine power extraction for air conditioning with one pack operating. No engine power
extraction for thermal anti-icing is provided unless otherwise specified. *** 

  

	5.6	The all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees include allowances for normal power
extraction and engine power extraction for normal operation of the air conditioning system. Normal operation of the air conditioning system shall be defined as pack switches in the “Auto” position, the temperature control switches in the
“Auto” position that results in a nominal cabin temperature of ***°F, and all air conditioning systems operating normally. No engine power extraction for thermal anti-icing is provided unless otherwise specified. ***


  

	5.7	The all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees are based on an Aircraft center of gravity
location, as determined by Boeing, not to be aft of *** percent of the mean aerodynamic chord. 

  

	5.8	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of ***BTU per pound and a fuel density of *** pounds per U.S. gallon.



  

			
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	5.9	Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 rule shall be defined as ***dB less than the sum of the differences between the three
certification values (flyover with cutback, peak lateral, and approach) of the Aircraft with respect to the three noise limits defined in ICAO Annex 16, Volume 1, Chapter 3 and 14 CFR Part 36 Stage 3. 


 

	6	GUARANTEE COMPLIANCE 

  

	6.1	Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and
the guarantee conditions of Section 5. 

  

	6.2	Compliance with the enroute one-engine-inoperative altitude, the buffet onset portion of altitude capability guarantee, the takeoff portion of the mission
guarantee, and the community sound level guarantees shall be based on the FAA approved Airplane Flight Manual for the Model 787-8. 

  

	6.3	Compliance with the all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees shall be established by
calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. 

  

	6.4	The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the
Detail Specification. 

  

	6.5	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established
engineering practices to show compliance with these guarantees. 

  

	6.6	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its
manufacturer’s performance specification. 

  

	7	EXCLUSIVE GUARANTEES 

 The
only performance guarantees applicable to the Aircraft are those set forth in this Attachment. 

  

			
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 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 1 
  

 MODEL 787-9 PERFORMANCE GUARANTEES 

FOR CONTINENTAL AIRLINES, INC. 
  

			
	SECTION	  	CONTENTS
		
	1	  	 AIRCRAFT MODEL APPLICABILITY

		
	2	  	 FLIGHT PERFORMANCE

		
	3	  	 SOUND LEVELS

		
	4	  	 AIRCRAFT CONFIGURATION

		
	5	  	 GUARANTEE CONDITIONS

		
	6	  	 GUARANTEE COMPLIANCE

		
	7	  	 EXCLUSIVE GUARANTEES



  

			
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 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
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	1	AIRCRAFT MODEL APPLICABILITY 

 The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 Aircraft with a maximum takeoff weight of *** pounds, a maximum landing weight of
***pounds, and a maximum zero fuel weight of *** pounds, and equipped with Boeing furnished GEnx-1B*** engines. 
  

	2	FLIGHT PERFORMANCE 

  

	2.1	Enroute One-Engine-Inoperative Altitude 

 The FAA approved gross weight at an enroute one-engine-inoperative altitude of *** feet at which the available gross climb gradient equals *** percent on an ISA+10°C day using not more than maximum
continuous thrust with engine and wing anti-ice bleed on, shall not be less than the following guarantee value: 
  

					
	NOMINAL:	  	***	  	Pounds
	TOLERANCE:	  	***	  	Pounds
	GUARANTEE:	  	***	  	Pounds

  

	2.2	Altitude Capability - All Engines Operating 

  

	2.2.1	The altitude capability at a gross weight of *** pounds, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be
less than the following guarantee value: 

  

					
	NOMINAL:	 	***	  	Feet
	TOLERANCE:	 	***	  	Feet
	GUARANTEE:	 	***	  	Feet

 Conditions: 
  

	 	1)	The Aircraft shall be capable of maintaining level cruising flight using not more than maximum cruise thrust. 


 

	 	2)	The Aircraft shall be capable of maintaining a rate of climb of *** feet per minute using not more than maximum climb thrust. 


 

	 	3)	The Aircraft shall be capable of at least a ***g maneuver load factor at buffet onset. 


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 3 
  


	2.2.2	The gross weight capability at an altitude of *** feet, on an ISA+10°C day, at *** Mach number, and satisfying the conditions defined below, shall not be
less than the following guarantee value: 

  

					
	NOMINAL:	  	***	  	Pounds
	TOLERANCE:	  	***	  	Pounds
	GUARANTEE:	  	***	  	Pounds

 Conditions: 
  

	 	1)	The Aircraft shall be capable of maintaining level cruising flight using not more than maximum cruise thrust. 


 

	 	2)	The Aircraft shall be capable of maintaining a rate of climb of *** feet per minute using not more than maximum climb thrust. 


 

	 	3)	The Aircraft shall be capable of at least a ***g maneuver load factor at buffet onset. 


 

	2.3	Mission 

  

	2.3.1	Mission Range 

 The still
air range with a *** pound payload using the conditions and operating rules defined below, shall not be less than the following guarantee value: 
  

					
	NOMINAL:	  	***	  	Nautical Miles
	TOLERANCE:	  	***	  	Nautical Miles
	GUARANTEE:	  	***	  	Nautical Miles

 Conditions and operating rules: 

 

			
	 Still Air Range:
	  	The still air range is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	  	The airport altitude is ***.
		
		  	The takeoff gross weight is *** the airport conditions.
		
		  	The takeoff gross weight shall conform to FAA Regulations.



  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 4 
  


			
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute ***.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 5 
  

  

							
		 	The temperature is standard day during descent.
		
	 Approach

and Landing
 Maneuver:
	 	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		 	The destination airport altitude is *** airport.
		
	Fixed Allowances:	 	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
				
		 	Taxi-Out:	 		  	
		 		 	Fuel	  	*** Pounds
		
		 	Takeoff and Climbout Maneuver:
		 		 	Fuel	  	*** Pounds
		 		 	Distance	  	*** Nautical Miles
		 		 		  	
		
		 	Approach and Landing Maneuver:
		 		 	Fuel	  	*** Pounds
		
		 	Taxi-In (shall be consumed from the reserve fuel):
		 		 	Fuel	  	*** Pounds
		
		 	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		 	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day
at an *** Mach number, *** feet and a maximum landing weight of *** Pounds.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 6 
  


	2.3.2	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

 Conditions and operating rules: 

 

			
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	  	The airport altitude is *** feet.
		
		  	The airport temperature is ***°F.
		
		  	The takeoff runway available (TORA) is *** feet.
		
		  	The takeoff distance available (TODA) is *** feet.
		
		  	The accelerate-stop distance available (ASDA) is *** feet.
		
		  	The lineup allowance adjustment to TORA and TODA is *** feet.
		
		  	The lineup allowance adjustment to ASDA is *** feet.
		
		  	The runway slope is *** percent uphill.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 7 
  


			
		  	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:

  

							
		 		  	Distance	  	Height
		 	1.	  	*** feet	  	*** feet
		 	2.	  	*** feet	  	*** feet

  

			
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to ***feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 8 
  


			
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		  	Taxi-Out:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Takeoff and Climbout Maneuver:

  

									
		 		 	Fuel	  	***    Pounds
		 		 	Distance	  	***    Nautical Miles

  

			
		  	Approach and Landing Maneuver:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Taxi-In (shall be consumed from the reserve fuel):

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***    Pounds


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 9 
  


			
		  	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an ***
Mach number, *** feet and a maximum landing weight of *** Pounds.

  

	2.3.3	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

 Conditions and operating rules: 

 

			
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	  	The airport altitude is *** feet.
		
		  	The airport temperature is ***°F.
		
		  	The takeoff runway available (TORA) is *** feet.
		
		  	The takeoff distance available (TODA) is *** feet.
		
		  	The accelerate-stop distance available (ASDA) is *** feet.
		
		  	The lineup allowance adjustment to TORA and TODA is *** feet.
		
		  	The lineup allowance adjustment to ASDA is *** feet.
		
		  	The runway slope is *** percent downhill.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 10 
  


			
		  	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:

  

							
		 		  	Distance	  	Height
		 	1.	  	*** feet	  	*** feet
		 	2.	  	*** feet	  	*** feet
		 	3.	  	*** feet	  	*** feet
		 	4.	  	*** feet	  	*** feet
		 	5.	  	*** feet	  	*** feet
		 	6.	  	*** feet	  	*** feet
		 	7.	  	*** feet	  	*** feet
		 	8.	  	*** feet	  	*** feet
		 	9.	  	*** feet	  	*** feet


			
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 11 
  


			
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		  	Taxi-Out:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Takeoff and Climbout Maneuver:

  

									
		 		 	Fuel	  	***    Pounds
		 		 	Distance	  	***    Nautical Miles

  

			
		  	Approach and Landing Maneuver:

  

									
		 		 	Fuel	  	***    Pounds


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 12 
  


			
		  	 Taxi-In (shall be consumed from the reserve fuel):
  

Fuel                ***    
Pounds

		
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds
		
		  	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an ***
Mach number, *** feet and a maximum landing weight of *** Pounds.

  

	2.3.4	Mission Payload 

 The
payload for a stage length of *** nautical miles in still air (equivalent to a distance of *** nautical miles with a *** knot headwind, representative of a *** to *** route in ***) using the conditions and operating rules defined below, shall not be
less than the following guarantee value: 
  

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

 Conditions and operating rules: 

 

			
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Takeoff:	  	The airport altitude is *** feet.
		
		  	The airport temperature is ***°F.
		
		  	The takeoff runway available (TORA) is *** feet.
		
		  	The takeoff distance available (TODA) is *** feet.
		
		  	The accelerate-stop distance available (ASDA) is *** feet.
		
		  	The lineup allowance adjustment to TORA and TODA is *** feet.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 13 
  


			
		  	The lineup allowance adjustment to ASDA is *** feet.
		
		  	The runway slope is *** percent uphill.
		
		  	The following obstacle definition is based on a straight out departure where obstacle height and distance are specified with reference to the liftoff end of the
runway:

  

							
		 		  	Distance	  	Height
		 	1.	  	*** feet	  	*** feet

  

			
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.
		
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 14 
  


			
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of ***feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure will be controlled to a maximum rate of descent equivalent to *** feet per minute ***.
		
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is *** feet.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		  	Taxi-Out:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Takeoff and Climbout Maneuver:

  

									
		 		 	Fuel	  	***    Pounds
		 		 	Distance	  	***    Nautical Miles

  

			
		  	Approach and Landing Maneuver:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Taxi-In (shall be consumed from the reserve fuel):

  

									
		 		 	Fuel	  	***    Pounds


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 15 
  


			
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: ***Pounds
		
		  	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an ***
Mach number, *** feet and a maximum landing weight of *** Pounds.

  

	2.3.5	Mission Block Fuel 

 The
block fuel for a stage length of *** nautical miles in still air with a *** pound payload using the conditions and operating rules defined below, shall not be more than the following guarantee value: 

 

			
	NOMINAL:	  	***    Pounds
	TOLERANCE:	  	***    Pounds
	GUARANTEE:	  	***    Pounds

 Conditions and operating rules: 

 

			
	Stage Length:	  	The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent.
		
	Block Fuel:	  	The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and
taxi-in.
		
	Takeoff:	  	The airport altitude is ***.
		
		  	The takeoff gross weight is *** the airport conditions.
		
		  	Maximum takeoff thrust is used for the takeoff.
		
		  	The takeoff gross weight shall conform to FAA Regulations.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 16 
  


			
	Climbout Maneuver:	  	Following the takeoff to *** feet, the Aircraft accelerates to *** KCAS while climbing to *** feet above the departure airport altitude and retracting flaps and landing
gear.
		
	Climb:	  	The Aircraft climbs from *** feet above the departure airport altitude to *** feet altitude at *** KCAS.
		
		  	The Aircraft then accelerates at a rate of climb of *** feet per minute to the recommended climb speed for minimum block fuel.
		
		  	The climb continues at the recommended climb speed for minimum block fuel until *** Mach number is reached.
		
		  	The climb continues at *** Mach number to the initial cruise altitude.
		
		  	The temperature is standard day during climb.
		
		  	Maximum climb thrust is used during climb.
		
	Cruise:	  	The Aircraft cruises at *** Mach number.
		
		  	The initial cruise altitude is *** feet.
		
		  	A step climb or multiple step climbs of *** feet altitude may be used when beneficial to minimize fuel burn.
		
		  	The temperature is standard day during cruise.
		
		  	The cruise thrust is not to exceed maximum cruise thrust except during a step climb when maximum climb thrust may be used.
		
	Descent:	  	The Aircraft descends from the final cruise altitude at *** KCAS to an altitude of *** feet above the destination airport altitude.
		
		  	Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to *** feet per minute ***.


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 17 
  


			
		  	The temperature is standard day during descent.
		
	Approach and Landing Maneuver:	  	The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands.
		
		  	The destination airport altitude is a *** airport.
		
	Fixed Allowances:	  	For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following shall be used as fixed quantities and
allowances:
		
		  	Taxi-Out:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Takeoff and Climbout Maneuver:

  

									
		 		 	Fuel	  	***    Pounds
		 		 	Distance	  	***    Nautical Miles

  

			
		  	Approach and Landing Maneuver:

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Taxi-In (shall be consumed from the reserve fuel):

  

									
		 		 	Fuel	  	***    Pounds

  

			
		  	Usable reserve fuel remaining upon completion of the approach and landing maneuver: *** Pounds
		
		  	For information purposes, the reserve fuel is based on *** percent of a contingency allowance equivalent to the fuel required for a *** minute cruise on a standard day at an ***
Mach number, *** feet and a maximum landing weight of *** Pounds.

  

	2.3.6	Operational Empty Weight Basis 

 The Operational Empty Weight (OEW) derived in Paragraph 2.3.7 is the basis for the mission guarantees of Paragraphs 2.3.1, 2.3.2, 2.3.3, 2.3.4, and 2.3.5. 

  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 18 
  


	2.3.7	Weight Summary - Continental Airlines 

  

					
	 	  	Pounds	 
		
	 Standard Model Specification MEW
	  	 	***	  
	 ***
	  			
	 ***
	  			
		
	 *** (*** CC / *** YC) Interior
	  			
	 GEnx Engines
	  			
	 ***Lb. Maximum Taxi Weight
	  			
	 ***USG Fuel Capacity
	  			
		
	 Changes for Continental Airlines*
	  			
	 ***
	  	 	***	  
	 ***
	  			
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	 ***
	  	 	***	  
	Continental Airlines Manufacturer’s Empty Weight (MEW)	  	 	***	  
		
	 Standard and Operational Items Allowance (Paragraph 2.3.8)
	  	 	***	  
		
	 Continental Airlines Operational Empty Weight (OEW)
	  	 	***	  

  

													
	 	  	Quantity	 	  	Pounds	 	  	Pounds	 
				
	 Seat Weight Included*
	  				  				  	 	***	  
	 First Class Single
	  	 	***	  	  	 	***	  	  			
	 Business Class Single
	  	 	***	  	  	 	***	  	  			
	 Premium Economy Class Triple
	  	 	***	  	  	 	***	  	  			
	 Economy Class Triple
	  	 	***	  	  	 	***	  	  			
	 Economy Class Double
	  	 	***	  	  	 	***	  	  			


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 19 
  


	2.3.8	Standard and Operational Items Allowance 

  

																	
	 	  	Qty	 	  	lb	 	  	lb	 	  	lb	 
					
	 Standard Items Allowance
	  				  				  				  	 	***	  
	 Unusable Fuel
	  				  				  	 	***	  	  			
	 Oil
	  				  				  	 	***	  	  			
	 Oxygen Equipment
	  				  				  	 	***	  	  			
	 Portable Oxygen Bottles
	  	 	***	  	  	 	***	  	  				  			
	 Miscellaneous Equipment
	  				  				  	 	***	  	  			
	 First Aid Kits
	  	 	***	  	  	 	***	  	  				  			
	 Crash Axe
	  	 	***	  	  	 	***	  	  				  			
	 Megaphones
	  	 	***	  	  	 	***	  	  				  			
	 Flashlights @ C/A Sta.
	  	 	***	  	  	 	***	  	  				  			
	 Smoke Goggles
	  	 	***	  	  	 	***	  	  				  			
	 Smoke Hoods
	  	 	***	  	  	 	***	  	  				  			
	 Galley Structure & Fixed Inserts (*** cu ft @ ***lb/cu ft)
	  				  				  	 	***	  	  			
	 Operational Items Allowance
	  				  				  				  	 	***	  
	 Crew and Crew Baggage
	  				  				  	 	***	  	  			
	 Flight Crew (*** @ ***lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Cabin Crew (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Baggage (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Navigation Bags & Manuals (*** @ *** lb. ea.)
	  	 	***	  	  	 	***	  	  				  			
	 Catering Allowance & Removable Inserts: *** Meal Service
	  				  				  	 	***	  	  			
	 First Class
	  	 	***	  	  	 	***	  	  				  			
	 Business Class
	  	 	***	  	  	 	***	  	  				  			
	 Economy Class
	  	 	***	  	  	 	***	  	  				  			
	 Tourist Class
	  	 	***	  	  	 	***	  	  				  			
	 Passenger Service Equipment (***@ *** lb. ea.)
	  				  				  	 	***	  	  			
	 Potable Water - (210 USG)
	  				  				  	 	***	  	  			
	 Waste Tank Disinfectant
	  				  				  	 	***	  	  			
	 Emergency Equipment (Includes Over Water Equip.)
	  				  				  	 	***	  	  			
	 Slide Rafts: Main Entry
	  	 	***	  	  	 	***	  	  				  			
	 Life Vests
	  	 	***	  	  	 	***	  	  				  			
	 Locator Transmitter
	  	 	***	  	  	 	***	  	  				  			
	 Cargo System
	  				  				  	 	***	  	  			
	 Pallets (*** @ *** lb ea.)
	  				  	 	***	  	  				  			
	 Containers (*** @ *** lb ea.)
	  				  	 	***	  	  				  			
	 Total Standard and Operational Items Allowance
	  				  				  				  	 	***	  


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 20 
  


	3	SOUND LEVELS 

  

	3.1	Community Sound Levels 


The Aircraft shall be certified in accordance with the requirements of 14 CFR Part 36, Stage 4 and ICAO Annex 16, Volume 1, Chapter 4.

  

	3.2	Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule 

 The Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 Rule shall not be less than ***EPNdB. 
  

	3.3	Departure Condition 

 The
sound level for Departure Noise shall be defined as the numerical average of flyover (with thrust cutback) and lateral noise certification values. The Departure Noise level for this aircraft with a brake release gross weight of *** pounds
shall qualify this aircraft for the London “QC2” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value: 

 

									
		 		 	GUARANTEE:	  	 ***EPNdB


  

	3.4	Arrival Condition 

 The
sound level for Arrival Noise shall be defined as *** EPNdB less than the approach noise certification value. The Arrival Noise level for this aircraft with a landing gross weight of *** pounds shall qualify this aircraft
for the London “QC1” noise quota count class as defined in United Kingdom AIP Supplement S8/2009 applicable 29 March 2009, and shall not be greater than the following guarantee value: 

 

									
		 		 	GUARANTEE:	  	 ***EPNdB



  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 21 
  


	4	AIRCRAFT CONFIGURATION 

  

	4.1	The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document ***, plus any changes mutually agreed to or
otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such
Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its
evidence of compliance with the guarantees. 

  

	4.2	The guarantee payloads of Paragraph 2.3.2, 2.3.3, and 2.3.4, the specified payload of the Paragraph 2.3.5 block fuel guarantee, and the specified payload of the
Paragraph 2.3.1 range guarantee will be adjusted by Boeing for the effect of the following on OEW in its evidence of compliance with the guarantees: 

 (1) Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. 

(2) The difference between the seat weight allowances to be incorporated into the Detail Specification and the actual weights. 

 

	5	GUARANTEE CONDITIONS 

  

	5.1	All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes.


  

	5.2	The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25
amended by Amendments 25-1 through 25-117, subject to the approval of the Federal Aviation Administration. 


  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 22 
  


	5.3	In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or
requirement that affects the certification basis for the Aircraft as described in Paragraphs 3.1 or 5.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the
guarantees set forth in this Attachment shall be appropriately modified to reflect any such change. 

  

	5.4	The takeoff portion of the mission guarantees are based on hard surface, level and dry runways with no wind or obstacles, no clearway or stopway, 235 mph tires,
and with anti-skid operative. The takeoff performance is based on an Aircraft alternate forward center of gravity limit of 19.5 percent of the mean aerodynamic chord. The takeoff performance is based on engine power extraction for normal operation
of the air conditioning with thermal anti-icing turned off and ***. Unbalanced field length calculations and the improved climb performance procedure will be used for takeoff as required. 


 

	5.5	The enroute one-engine-inoperative altitude guarantee is based on engine power extraction for air conditioning with one pack operating. No engine power
extraction for thermal anti-ice is provided unless otherwise specified. The APU is turned off unless otherwise specified. 

  

	5.6	The all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees include allowances for normal power
extraction and engine power extraction for normal operation of the air conditioning system. Normal operation of the air conditioning system shall be defined as pack switches in the “Auto” position, the temperature control switches in the
“Auto” position that results in a nominal cabin temperature of ***°F, and all air conditioning systems operating normally. No engine power extraction for thermal anti-icing is provided unless otherwise specified. ***


  

	5.7	The all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees are based on an Aircraft center of gravity
location, as determined by Boeing, not to be aft of *** percent of the mean aerodynamic chord. 

  

	5.8	Performance, where applicable, is based on a fuel Lower Heating Value (LHV) of ***BTU per pound and a fuel density of *** pounds per U.S. gallon.



  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










 Attachment A2 
  6-1162-RCN-1937 
 GEnx-1B*** Engines 
 Page 23 
  


	5.9	Cumulative Noise Certification Margin to the Chapter 4 / Stage 4 rule shall be defined as ***dB less than the sum of the differences between the three certification
values (flyover with cutback, peak lateral, and approach) of the Aircraft with respect to the three noise limits defined in ICAO Annex 16, Volume 1, Chapter 3 and 14 CFR Part 36 Stage 3. 


 

	6	GUARANTEE COMPLIANCE 

  

	6.1	Compliance with the guarantees of Sections 2 and 3 shall be based on the conditions specified in those sections, the Aircraft configuration of Section 4 and
the guarantee conditions of Section 5. 

  

	6.2	Compliance with the enroute one-engine-inoperative altitude, the buffet onset portion of the all-engine altitude capability guarantees, the takeoff portion of
the mission guarantee, and the community sound level guarantees shall be based on the FAA approved Airplane Flight Manual for the Model 787-9. 

  

	6.3	Compliance with the all-engine altitude capability guarantees, and the climb, cruise and descent portions of the mission guarantees shall be established by
calculations based on flight test data obtained from an aircraft in a configuration similar to that defined by the Detail Specification. 

  

	6.4	The OEW used for compliance with the mission guarantees shall be the actual MEW plus the Standard and Operational Items Allowance in Paragraph 03-60-00 of the
Detail Specification. 

  

	6.5	The data derived from tests shall be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established
engineering practices to show compliance with these guarantees. 

  

	6.6	Compliance shall be based on the performance of the airframe and engines in combination, and shall not be contingent on the engine meeting its
manufacturer’s performance specification. 

  

	7	EXCLUSIVE GUARANTEES 

 The
only performance guarantees applicable to the Aircraft are those set forth in this Attachment. 

  

			
	P.A. No. 2484	  	
	AERO-B-BBA4-M12-0854	  	SS12-0424        










							
	



	  		  		  	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


  
  

6-1162-RCN-1938 
 Continental Airlines, Inc.

 1600 Smith Street 
 Houston, Texas
77002 
  

			
	Subject:	  	 *** Guarantee for
 787-8 –
Block B Aircraft

		
	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. 
 The Attachment A1 to Letter Agreement
No. 6-1162-RCN-1937 contains performance guarantees (Performance Guarantees) for the Block B model 787-8 Aircraft. Paragraph *** of the Performance Guarantees includes a *** guarantee (*** Guarantee) which will be effective and
applicable to the Block B model 787-8 Aircraft in accordance with such Letter Agreement. Boeing offers the following program *** in the event that the guarantee compliance report furnished to Customer for the Block B model 787-8 Aircraft pursuant to
Article 5.4 of the AGTA shows *** Guarantee. 
  

	1.	Demontration of Compliance. 

 Article 5.4 of the AGTA and Letter Agreement No. 6-1162-RCN-1937 provide a procedure for demonstration of compliance with the Performance Guarantees prior to delivery. That method will be used to ***
Guarantee which *** in the *** as described below. 
  

	2.	Rights and Obligations in the Event the *** to *** the *** Guarantee. 

 2.1 Aircraft Delivery. In the event any Block B model 787-8 Aircraft, at the time of tender by Boeing for delivery to Customer *** to *** with the *** Guarantee, Customer shall *** of such Aircraft
***, subject to the terms and conditions hereinafter set forth. 
 2.2 Correction of *** with the *** Guarantee. To the
extent economically and technically practicable, Boeing will *** to *** improvement parts (Improvement Parts) which, when installed in such Aircraft or engines, would result in an improvement in the ***


  

					
	P.A. No. 2484	 		  	SA7                        
	*** Guarantee – 787-8	 	Page 1	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  

 
performance. Boeing shall *** Customer’s incorporation of such improvements, corrections, or changes *** between Boeing and Customer ***, as applicable. Improvement Parts related to ***
shall apply also to *** on terms *** Customer. Boeing *** shall give Customer *** written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts. 

2.2.1 If Boeing elects to provide, or causes to be provided, Improvement Parts for such Aircraft ***, then Customer and Boeing shall
mutually agree upon the details of such an Improvement Parts program. To the extent Boeing *** support such a program, such support *** to Customer. 
 *** Customer elects to incorporate Improvement Parts in such Aircraft ***, they shall be incorporated within *** days after the delivery of such Improvement Parts to Customer for modifications that can be
accomplished on the line. Improvement Parts which require more extensive modifications *** shall be installed within the mutually agreed period of time. All Improvement Parts shall be incorporated in accordance with Boeing *** instructions.

 2.2.3 Boeing shall not be obligated to furnish any Improvement Parts in addition to those necessary to cause the Aircraft to
*** with the *** Guarantee. 
  

	3.	*** 

 3.1 In the event
that Boeing has not provided*** Improvement Parts to correct the *** of the Aircraft to meet the *** Guarantee, such *** will ***. For the avoidance of doubt, *** by Boeing for any portion of the *** corrected for by Improvement Parts that have not
been incorporated as set forth in paragraph 3.4 below. 
 3.2 *** Boeing *** Customer annually for *** for the
immediately preceding twelve (12) month period (Annual Period). The “***” is the *** in such Annual Period. The “***” is defined as *** 

 

	 	(a)	*** 

 *** 

 

	 	(b)	The following definitions shall apply herein: 

 *** 
 *** will be used. 

*** guarantee *** for Paragraph *** of the Performance Guarantees shown in the guarantee *** report and *** in accordance with
Paragraph 1 above. 

  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-8	  	Page 2	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  


	 	***	for Paragraph *** of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1 above. 


*** 
 ***
Aircraft *** 
 3.3 *** Customer pursuant to paragraph 3.2 above *** Boeing ***, which may be ***, as appropriate.
In no event shall *** Customer pursuant to Paragraph 3.2 above exceed an amount of One Hundred Ninety Three *** Aircraft ***. Any *** under this Letter Agreement shall be *** the Aircraft by Customer. 

3.4 ***. The *** performance improvement attributable to any Improvement Parts shall be determined by analysis based on data
supplied by *** and certified to be correct ***. *** such improvement shall be deemed to be the *** of improvement *** based on the data furnished pursuant to Article 5.4 of the AGTA and the data furnished pursuant to this Paragraph 3.4. If Customer
elects not to incorporate Improvement Parts in such Aircraft as set forth above, *** consistent with the improvement in *** performance which would have been realized had such Improvement Parts been incorporated. 

 

	4.	*** 

 Boeing and Customer
agree that it is not the intent of the parties under this Letter Agreement to cause Boeing *** to provide *** to Customer under this Letter Agreement and (i) any other Boeing aircraft performance-related *** in the Purchase Agreement and
(ii) Engine Manufacturer’s direct *** to Customer. 
  

	5.	Assignment. 

 This Letter
Agreement and the *** of Boeing set forth herein are exclusively for the benefit of Customer as owner and/or operator of the Aircraft. It is therefore agreed such Letter Agreement may not be assigned, in whole or in part, without the prior written
consent of Boeing; provided that Customer may assign its interest to a corporation that (i) results from any merger or reorganization of Customer or (ii) acquires substantially all the assets of Customer. 

 

	6.	*** 

 *** in this Letter
Agreement *** Boeing in accordance with the terms and conditions of this Letter Agreement is *** Customer *** Boeing and *** Customer *** the Aircraft *** the *** Guarantee. Customer *** Boeing *** the Aircraft *** the *** Guarantee. 

  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-8	  	Page 3	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  


	7.	Confidential Treatment. 


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Without obtaining the prior written consent of the other party and except as required by law, each party agrees to limit the disclosure of its contents to its employees with a need to know
the contents for purposes of helping such party perform its obligations under the Purchase Agreement and who will treat the information as confidential. 
 If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below. 

Very truly yours, 
  

					
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-in-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	 Senior Vice President – Finance and Treasurer



  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-8	  	Page 4	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









							
	



	 		 		  	 The Boeing Company
 P.O. Box
3707
 Seattle, WA 98124-2207


  
  

6-1162-RCN-1939 
 Continental Airlines, Inc.

 1600 Smith Street 
 Houston, Texas
77002 
  

			
	Subject:	  	 *** Guarantee for
 787-9 –
Block B Aircraft

		
	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. 
 The Attachment A2 to Letter Agreement
No. 6-1162-RCN-1937 contains performance guarantees (Performance Guarantees) for the Block B model 787-9 Aircraft. Paragraph *** of the Performance Guarantees includes a *** guarantee (***) which will be effective and applicable
to the Block B model 787-9 Aircraft in accordance with such Letter Agreement. Boeing offers the following program *** in the event that the guarantee compliance report furnished to Customer for the Block B model 787-9 Aircraft pursuant to Article
*** of the AGTA shows *** Guarantee. 
  

	1.	Demontration of Compliance. 

 Article 5.4 of the AGTA and Letter Agreement No. 6-1162-RCN-1937 provide a procedure for demonstration of compliance with the Performance Guarantees prior to delivery. That method will be used to ***
Guarantee which *** will result in the *** as described below. 
  

	2.	Rights and Obligations in the Event the *** to *** the *** Guarantee. 

 2.1 Aircraft Delivery. In the event any Block B model 787-9 Aircraft, at the time of tender by Boeing for delivery to Customer *** to *** with the *** Guarantee, Customer shall *** such Aircraft
***, subject to the terms and conditions hereinafter set forth. 
 2.2 Correction of *** with the *** Guarantee. To the
extent economically and technically practicable, Boeing will *** to *** improvement parts (Improvement Parts) which, when installed in such Aircraft or engines, would result in an improvement in the *** performance. Boeing shall ***
Customer’s incorporation of such improvements, corrections, 

  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-9	  	Page 1	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  

 
or changes at the warranty labor *** between Boeing and Customer ***, as applicable. Improvement Parts related to *** shall apply also to *** on terms *** Customer. Boeing *** shall give Customer
*** written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts. 
 2.2.1 If
Boeing elects to provide, or causes to be provided, Improvement Parts for such Aircraft ***, then Customer and Boeing shall mutually agree upon the details of such an Improvement Parts program. To the extent Boeing *** support such a program, such
support shall be provided at no charge to Customer. 
 2.2.2 If *** elects to incorporate Improvement Parts in such Aircraft
***, they shall be incorporated within *** days after the delivery of such Improvement Parts to Customer for modifications that can be accomplished on the line. Improvement Parts which require more extensive modifications *** shall be installed
within the mutually agreed period of time. All Improvement Parts shall be incorporated in accordance with Boeing *** instructions. 
 2.2.3 Boeing shall not be obligated to furnish any Improvement Parts in addition to those necessary to cause the Aircraft to *** with the Block Fuel Guarantee. 

 

	3.	*** 

 3.1 In the event
that Boeing has not provided*** Improvement Parts to correct the *** of the Aircraft to meet the *** Guarantee, such *** will ***. For the avoidance of doubt, *** by Boeing for any portion of the *** corrected for by Improvement Parts that have not
been incorporated as set forth in paragraph 3.4 below. 
 3.2 *** Boeing *** to Customer *** for *** for the
immediately preceding twelve (12) month period (Annual Period). The “***” is the *** in such Annual Period. The “***” is defined as *** 

 

	 	(a)	*** 

 ***

  

	 	(b)	The following definitions shall apply herein: 

 *** 
 *** will be used. 

*** for Paragraph *** of the Performance Guarantees shown in the guarantee *** report and *** in accordance with Paragraph 1
above. 
 *** for Paragraph *** of the Performance Guarantees shown in the guarantee *** report and *** in accordance with
Paragraph 1 above. 

  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-9	  	Page 2	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  

 *** Aircraft *** 

*** Aircraft *** 

3.3 *** Customer pursuant to paragraph 3.2 above *** Boeing ***, which may be ***, as appropriate. In no event shall ***
Customer pursuant to Paragraph 3.2 above exceed an amount of *** Aircraft ***. Any *** under this Letter Agreement shall be *** the Aircraft *** Customer. 
 3.4 *** The *** of performance improvement attributable to any Improvement Parts shall be determined by analysis based on data supplied by *** and certified to be correct ***. *** such improvement
shall be deemed to be the amount of improvement *** based on the data furnished pursuant to Article 5.4 of the AGTA and the data furnished pursuant to this Paragraph 3.4. If Customer elects not to incorporate Improvement Parts in such Aircraft as
set forth above*** consistent with the improvement in *** performance which would have been realized had such Improvement Parts been incorporated. 
  

	4.	*** 

 Boeing and Customer
agree that it is not the intent of the parties under this Letter Agreement to cause Boeing *** to provide *** to Customer under this Letter Agreement and (i) any other Boeing aircraft performance-related *** in the Purchase Agreement and
(ii) Engine Manufacturer’s direct *** to Customer. 
  

	5.	Assignment. 

 This Letter
Agreement and the *** of Boeing set forth herein are exclusively for the benefit of Customer as owner and/or operator of the Aircraft. It is therefore agreed such Letter Agreement may not be assigned, in whole or in part, without the prior written
consent of Boeing; provided that Customer may assign its interest to a corporation that (i) results from any merger or reorganization of Customer or (ii) acquires substantially all the assets of Customer. 

 

	6.	*** 

 *** this Letter
Agreement *** Boeing in accordance with the terms and conditions of this Letter Agreement is *** Customer *** Boeing and *** Customer *** the Aircraft *** the *** Guarantee. Customer *** Boeing *** the Aircraft *** the *** Guarantee. 

 

	7.	Confidential Treatment. 


Customer understands and agrees that the information contained herein represents confidential business information and has value precisely
because it is not available generally or to other parties. Without obtaining the prior written consent of the other party and except 

  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-9	  	Page 3	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 









 



 
  

 
as required by law, each party agrees to limit the disclosure of its contents to its employees with a need to know the contents for purposes of helping such party perform its obligations under
the Purchase Agreement and who will treat the information as confidential. 
 If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please indicate your acceptance and approval below. 
 Very truly yours, 

 

			
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-in-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	 Senior Vice President – Finance and Treasurer



  

					
	P.A. No. 2484	  		  	SA7                        
	*** Guarantee – 787-9	  	Page 4	  	

 BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY 








 Attachment B to 

Option Aircraft Letter 6-1162-MSA-547R4 
 Option Aircraft Delivery, Description, Price and Advance Payments 

(787-***/GE/***) 

 



							
	 Airframe Model/MTOW:
	  	787-***	  	$	***	  
	 Engine Model/Thrust
	  	GENX-1B***	  			
	 Airframe Price:
	  		  	$	***	  
	 Optional Features
	  		  	$	***	  
		  		  	  
	  
	 
	 Sub-Total of Airframe and Features:
	  		  	$	***	  
	 Engine Price (Per Aircraft):
	  		  	$	***	  
	 Aircraft Basic Price (Excluding BFE/SPE):
	  		  	$	***	  
		  		  	  
	  
	 
	 Buyer Furnished Equipment (BFE) Estimate:
	  		  	$	***	  
	 Seller Purchased Equipment (SPE) Estimate:
	  		  	$	***	  
			
	 Non-Refundable Deposit/Aircraft at Def Agreemt:
	  		  	$	***	  





									
	 Detail Specification:
	  	 	***	  	  			
	 Airframe Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
	 Engine Price Base Year/Escalation Formula:
	  	 	***	  	  	 	***	  
			
	 Airframe Escalation Data:
	  				  			
	 Base Year Index (ECI):
	  				  	 	***	  
	 Base Year Index (CPI):
	  				  	 	***	  
	 Engine Escalation Data:
	  				  			
	 Base Year Index (ECI):
	  				  	 	***	  
	 Base Year Index (CPI):
	  				  	 	***	  

 
 

  

																											
	 Delivery
Date
	  	Number of
Aircraft	  	Escalation
Factor
(Airframe)	  	Escalation
Factor
(Engine)	  	Escalation 
Estimate
Adv Payment Base
Price Per A/P	 	  	Advance Payment Per Aircraft (Amts. Due/Mos. Prior to 
Delivery)	 
	  	  	  	  	  	***%	 	  	***%	 	  	***%	 	  	***%	 
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  
	***	  	***	  	***	  	***	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  	  	$	***	  


  

					
	CAL	  		  	
	60218-1F.TXT	  	Boeing / Continental Airlines, Inc. Proprietary	  	SA 7 Page 1  










			
	



	  	The Boeing Company
	  	P.O. Box 3707
	  	Seattle, WA 98124-2207

  
  

6-1162-RCN-1940 
 Continental Airlines, Inc.

 1600 Smith Street 
 Houston, Texas
77002 
  

	Subject:	Model 787 Post-Delivery Software & Data Loading 

  

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

 b) Letter Agreement 6-1162-AJH-929, entitled “787 In-Production
Software License Order” 
 c) Customer Services General Terms Agreement No. 24-1 (CSGTA) between Boeing and
Customer, including Supplemental Agreement for Electronic Access (SA-EA), Supplemental Agreement for e-Enabling (SA-eE), and 787 Software License Orders 
 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.

 Introduction 

Prior to title transfer of the Aircraft to Customer, Boeing baseline production software will be installed in the Aircraft. Such
production software will be used by Boeing, and may be used by Customer during standard customer inspection activities, to test and validate applicable e-enabling features and associated hardware, including but not limited to features such as: a
Boeing offered catalogue in-flight entertainment (IFE) system, ***, electronic documents, *** and electronic checklist (ECL). Operational software, as set out in Article 1 and Article 2 below, will not be installed
temporarily or permanently on an Aircraft prior to the transfer by Boeing of title to that Aircraft to Customer or a party designated by Customer. 
  

	1.	Boeing-Provided Operational Software and Data. 

 Pursuant to the Purchase Agreement and applicable 787 software license order(s), immediately following title transfer of the Aircraft to Customer, Boeing will, upon Customer’s request, load
Boeing-provided operational software and data onto onboard loadable hardware that enable the Aircraft to operate certain e-enabled features as described in the Purchase Agreement and applicable 787 software license order(s). 

  

					
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	2.	Customer-Provided Operational Software and Data. 

 2.1 *** Software. If Customer has elected to customize software or modify settings and features of selected onboard software or databases from what is set forth in Exhibit A of the Purchase
Agreement, at Customer’s request, Boeing will provide a courtesy load of Customer’s version of such operational software immediately following title transfer of the Aircraft. Boeing will load Customer’s operational software if it is
provided to Boeing within specified lead times and schedule. If Customer fails to provide the operational software in accordance with Boeing’s instructions, the Aircraft will be solely configured with the Boeing baseline production software in
lieu of Customer’s operational software. 
 2.2 *** and/or Other Third Party Operational Software and Databases. If
Customer provides Customer-developed software applications or has licensed additional software or databases from *** and/or other third party supplier for installation onto an onboard loadable system, at Customer’s request, Boeing will also
provide a courtesy load of such operational software immediately following title transfer of the Aircraft. If Customer fails to provide such operational software in accordance with Boeing’s instructions, Boeing will not load this software.

 2.3 IFE Customer Software. 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. Boeing will make the Aircraft available to Customer’s IFE supplier for loading of the IFE Customer Software via Customer authorized work order(s) immediately following title
transfer of the Aircraft. The time required for the IFE supplier to complete the loading of the IFE Customer Software is estimated to be approximately *** hours. If Customer fails to make appropriate arrangements with its IFE supplier in accordance
with Boeing instructions, the Aircraft will be solely configured with Boeing’s baseline production software for the Boeing catalogue selected IFE configuration. Boeing’s FAA approved Repair Station will *** to Customer or its IFE supplier
to revise the IFE system hardware or IFE Customer Software while the Aircraft is on Boeing property prior to delivery flyaway, even if an FAA approved service bulletin is available for such revision. 

 

	3.	Additional Terms and Conditions. 

 3.1 With respect to Customer-provided operational software and data referenced in Article 2.1 and 2.2, above, Customer shall grant, and/or shall obtain from the suppliers, a *** license for Boeing to
copy and load such software on the Aircraft. Boeing will retain a copy of such software/data for loading on future Aircraft deliveries, however, Boeing expects Customer to provide updated operational software applications and databases for each
Aircraft delivery. Boeing will treat all copies of this software/data in confidence and use the same only as specifically authorized under the terms of this Letter Agreement. 

  

					
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 3.2 The loading services performed by Boeing pursuant to this Letter Agreement will be
performed in a workmanlike manner. The time required to complete the Boeing-performed loading services is estimated to be approximately *** hours per attempt. Customer’s sole remedy and Boeing’s sole obligation and liability for the
loading services performed by Boeing if such courtesy load is not successful the first attempt are limited to re-performance by Boeing of the courtesy load ***. 
 3.2.1 If any Customer-provided operational software referred to in Article 2.1 above fails to reload successfully, the Aircraft will be solely configured with the Boeing baseline production software.

 3.2.2 If any Customer-provided operational software referred to in Article 2.2 fails to reload successfully, Boeing will
not be responsible to make further loading attempts and Aircraft fly-away will occur as scheduled. 
 3.3 If any IFE Customer
Software fails to load successfully, Customer shall make alternate loading arrangements with its IFE supplier for loading after the Aircraft has flown-away. In such an event, and upon Customer’s request, Boeing will install the Boeing baseline
production software for the Boeing catalogue selected IFE configuration prior to Aircraft fly-away. 
 3.4 Customer is
responsible for functional testing, verification, quality assurance, and operational approval of all Customer-provided operational software. 
 3.5 A dual signature (Boeing and Customer) Onboard Authentication System (OAS) *** will be installed on the Aircraft giving access to Boeing and Customer, which is required to perform data and
software loads after title transfer of the Aircraft. After fly-away, Customer will remove Boeing’s access key and certificates from the OAS. 
 3.6 Customer will *** Boeing *** the installation or use of Customer-provided operational software by Boeing pursuant to this Letter Agreement. *** 

3.7 The DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES provisions in Article 11 of Part 2 of
Exhibit C of the Aircraft General Terms Agreement (AGTA) between Boeing and Customer and the insurance provisions of Article 8.2 of the AGTA shall apply to Boeing’s loading of all software and data pursuant to this Letter
Agreement. For purposes of this Article 3.7, all software and data provided directly by Boeing will be defined as ***. Title to and risk of loss of the Aircraft will always remain with Customer during Boeing’s performance of all
post title transfer services. 

  

					
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 Very truly yours, 
  

					
	THE BOEING COMPANY
		
	By	 	 /s/ ***

		
	Its	 	 Attorney-In-Fact

	
	ACCEPTED AND AGREED TO this
		
	Date:	 	 November 7, 2012

	
	Continental Airlines, Inc.
		
	By	 	 /s/ Gerald Laderman

		
	Its	 	  



  

					
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