Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



EXHIBIT 10.1



Supplemental Agreement No. 43



to



Purchase Agreement No. 1951



Between The Boeing Company



and



Continental Airlines, Inc.



Relating to Boeing Model 737 Aircraft


THIS SUPPLEMENTAL AGREEMENT, entered into as of 

July 18, 2007, by and between THE BOEING COMPANY (Boeing) and Continental Airlines, Inc. (Buyer);


WHEREAS, the parties hereto entered into Purchase Agreement No. 1951 dated July 23, 1996 (the Agreement), as amended and supplemented, relating to Boeing Model 737-500, 737-600, 737-700, 737-800, 737-900 and 737-900ER aircraft (the Aircraft);


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


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


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


 

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


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




	Remove and replace, in its entirety, the "Table of Contents", with the Table of Contents attached hereto, to reflect the changes made by this Supplemental Agreement No. 43.
	Remove and replace, in its entirety, page T-3-5, of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-800 Aircraft", with the revised page T-3-5 of Table 1 attached hereto.
	Remove and replace, in its entirety, page T-6-1 and T-6-2, of Table 1 entitled the "Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft", with the revised page T-6-1 and T-6-2 of Table 1 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 COMPANYContinental Airlines, Inc.

     

By:  /s/ Anthony J. Hicker  By:  /s/ Gerald Laderman


Its:  Attorney-In-Fact    Its: Senior Vice President - 
      Finance and Treasurer















TABLE OF CONTENTS

PageSA

NumberNumber


ARTICLES


1.Subject Matter of Sale1-1SA 39


2.Delivery, Title and Risk

of Loss2-1


3.Price of Aircraft3-1SA 39


4.Taxes4-1


5.Payment5-1


6.Excusable Delay6-1


7.Changes to the Detail

Specification7-1SA 39


8.Federal Aviation Requirements and

Certificates and Export License8-1SA 39


9.Representatives, Inspection,

Flights and Test Data9-1


10.Assignment, Resale or Lease10-1


11.Termination for Certain Events11-1


12.Product Assurance; Disclaimer and

Release; Exclusion of Liabilities;

Customer Support; Indemnification 

and Insurance12-1


13.Buyer Furnished Equipment and

Spare Parts13-1


14.Contractual Notices and Requests14-1SA 39


15.Miscellaneous15-1


 

TABLE OF CONTENTS


PageSA

NumberNumber

TABLES


1.Aircraft Deliveries and

Descriptions - 737-500T-1SA 3


Aircraft Deliveries and

Descriptions - 737-700T-2SA 42


Aircraft Deliveries and

Descriptions - 737-800T-3SA 43


Aircraft Deliveries and

Descriptions - 737-600T-4SA 4


Aircraft Deliveries and

Descriptions - 737-900T-5SA 39


Aircraft Deliveries and

Descriptions - 737-900ERT-6SA 43


 

 
EXHIBITS





A-1Aircraft Configuration - Model 737-724 

(Aircraft delivering through July 2004)SA 26


A-1.1Aircraft Configuration - Model 737-724 

(Aircraft delivering on or after August 2004)SA 41


A-2Aircraft Configuration - Model 737-824 

(Aircraft delivering through July 2004)SA 26


A-2.1Aircraft Configuration - Model 737-824 

(Aircraft delivering through August 2004

through December 2007)SA 41


A-2.2Aircraft Configuration - Model 737-824 

(Aircraft delivering on or after January 2008SA 41


A-3Aircraft Configuration - Model 737-624SA 1


A-4Aircraft Configuration - Model 737-524SA 3


A-5Aircraft Configuration - Model 737-924 

(Aircraft delivering through July 2004)SA 26


A-6Aircraft Configuration - Model 737-924ERSA 41




 

TABLE OF CONTENTS


SA

Number
EXHIBITS (continued)





BProduct Assurance DocumentSA 1


CCustomer Support Document - Code Two - 

Major Model DifferencesSA 1


C1Customer Support Document - Code Three -

Minor Model DifferencesSA 39


DAircraft Price Adjustments - New 

Generation Aircraft (1995 Base Price -

[CONFIDENTIAL MATERIAL OMITTED AND FILED 

SEPARATELY WITH THE SECURITIES AND EXCHANGE 

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 1


D1Airframe and Engine Price Adjustments -

Current Generation AircraftSA 1



D2Aircraft Price Adjustments - New 

Generation Aircraft (1997 Base Price - [CONFIDENTIAL 

MATERIAL OMITTED AND FILED SEPARATELY WITH THE 

SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A 

REQUEST FOR CONFIDENTIAL TREATMENT]SA 5


D3Aircraft Price Adjustments - New 

Generation Aircraft (July 2003 Base Price -

[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY 

WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT 

TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 41


 

D4Escalation Adjustment - Airframe and 

Optional Features [CONFIDENTIAL MATERIAL OMITTED

 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 41


EBuyer Furnished Equipment

Provisions DocumentSA 39


FDefined Terms DocumentSA 5


 
TABLE OF CONTENTS





SA

Number




LETTER AGREEMENTS

1951-1Not Used


1951-2R4Seller Purchased EquipmentSA 39


1951-3R22Option Aircraft-Model 737-824 AircraftSA 38


1951-4R1Waiver of Aircraft DemonstrationSA 1


1951-5R3Promotional Support - New Generation

AircraftSA 39


1951-6Configuration Matters


1951-7R1Spares Initial ProvisioningSA 1


1951-8R2Escalation Sharing - New Generation 

AircraftSA 4


1951-9R19Option Aircraft-Model 737-724 AircraftSA 42


1951-11R1Escalation Sharing-Current Generation 

AircraftSA 4


1951-12R7Option Aircraft - Model 737-924 Aircraft SA 32


1951-13Configuration Matters - Model 737-924     SA 5









	Installation of Cabin Systems Equipment  



737-924SA 22


1951-15Configuration Matters - Model 737-924ER  SA 39


 

 

 

 







TABLE OF CONTENTS


SA

Number


RESTRICTED LETTER AGREEMENTS

6-1162-MMF-295Performance Guarantees - Model 

737-724 Aircraft


6-1162-MMF-296Performance Guarantees - Model 

737-824 Aircraft


6-1162-MMF-308R4Disclosure of Confidential 

InformationSA 39

6-1162-MMF-309R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 1


6-1162-MMF-311R5[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 39




6-1162-MMF-312R1Special Purchase Agreement

ProvisionsSA 1


6-1162-MMF-319Special Provisions Relating to the

Rescheduled Aircraft


6-1162-MMF-378R1Performance Guarantees - Model

737-524 AircraftSA 3

6-1162-GOC-015R1[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 31




6-1162-GOC-131R9Special MattersSA 42


6-1162-DMH-365Performance Guarantees - Model

737-924 AircraftSA 5


 

6-1162-DMH-624[CONFIDENTIAL MATERIAL OMITTED AND FILED 

SEPARATELY WITH THE SECURITIES AND EXCHANGE 

COMMISSION PURSUANT TO A REQUEST FOR 

CONFIDENTIAL TREATMENT]SA 8


6-1162-DMH-680Delivery Delay Resolution ProgramSA 9

6-1162-DMH-1020[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 14


6-1162-DMH-1035[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 15


6-1162-DMH-1054[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]SA 16




6-1162-CHL-048Rescheduled Aircraft AgreementSA 26


6-1162-CHL-195Restructure Agreement for Model

737NG and 757-300 Aircraft  SA 30


6-1162-MSA-768Performance Guarantees - Model

737-924ER AircraftSA 39


 







TABLE OF CONTENTS


 

SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 1October 10, 1996


Supplemental Agreement No. 2March 5, 1997


Supplemental Agreement No. 3July 17, 1997


Supplemental Agreement No. 4October 10, 1997


Supplemental Agreement No. 5May 21, 1998


Supplemental Agreement No. 6July 30, 1998


Supplemental Agreement No. 7November 12, 1998


Supplemental Agreement No. 8December 7, 1998


Supplemental Agreement No. 9February 18, 1999


Supplemental Agreement No. 10March 19, 1999


Supplemental Agreement No. 11May 14, 1999


Supplemental Agreement No. 12July 2, 1999


Supplemental Agreement No. 13October 13, 1999


Supplemental Agreement No. 14December 13, 1999


Supplemental Agreement No. 15January 13, 2000


Supplemental Agreement No. 16March 17, 2000


Supplemental Agreement No. 17May 16, 2000


Supplemental Agreement No. 18September 11, 2000


Supplemental Agreement No. 19October 31, 2000


Supplemental Agreement No. 20December 21, 2000


Supplemental Agreement No. 21March 30, 2001 


 

 

TABLE OF CONTENTS








SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 22May 23, 2001 


Supplemental Agreement No. 23June 29, 2001 


Supplemental Agreement No. 24August 31, 2001


Supplemental Agreement No. 25December 31, 2001


Supplemental Agreement No. 26March 29, 2002


Supplemental Agreement No. 27November 6, 2002


Supplemental Agreement No. 28April 1, 2003


Supplemental Agreement No. 29August 19, 2003 


Supplemental Agreement No. 30November 4, 2003 


Supplemental Agreement No. 31August 20, 2004


Supplemental Agreement No. 32December 29, 2004 


Supplemental Agreement No. 33December 29, 2004 


Supplemental Agreement No. 34June 22, 2005 


Supplemental Agreement No. 35June 30, 2005 


Supplemental Agreement No. 36July 21, 2005 


Supplemental Agreement No. 37March 30, 2006 


Supplemental Agreement No. 38June 6, 2006 


Supplemental Agreement No. 39August 3, 2006 


Supplemental Agreement No. 40December 5, 2006 


 

TABLE OF CONTENTS








SUPPLEMENTAL AGREEMENTSDATED AS OF:

Supplemental Agreement No. 41June 1, 2007


Supplemental Agreement No. 42June 13, 2007


Supplemental Agreement No. 43July 18, 2007







Table 1 to Purchase Agreement 1951

Aircraft Deliveries and Descriptions

Model 737-800 Aircraft



 

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


 

Table 1 to Purchase Agreement 1951

Aircraft Deliveries and Descriptions

Model 737-900ER Aircraft



 

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