SupplementalAgreement No. 53 to PurchaseAgreement No. 1951 Between TheBoeing Company and ContinentalAirlines, Inc. Relatingto Boeing Model 737 Aircraft

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Supplemental Agreement No. 53

to

Purchase Agreement No. 1951

Between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 737 Aircraft

THIS SUPPLEMENTAL AGREEMENT, is entered into as of December 23, 2009 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Buyer);

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

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

Whereas, Customer previously agreed to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Whereas, in consideration of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer agrees to allow Boeing to use certain aircraft for flight testing as provided under letter Agreement 6-1162-RCN-1890;

Supplemental Agreement No. 53 to

Purchase Agreement No. 1951

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, Exhibits, and Letter Agreements:

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. 53.

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

 
 

           1.3           Remove and replace, in their entirety, pages T-6-1 and T-6-2 of Table 1 entitled the “Aircraft Deliveries and Descriptions, Model 737-900ER Aircraft”, with the revised pages T-6-1 and T-6-2 of Table 1 attached hereto, and add page T-6-3.

1.4           Remove and replace the cover page to Exhibit A-6.1 and insert new Exhibit A-6.2 after Exhibit A-6.1.

           1.5 Letter Agreement no. 6-1162-RCN-1888 entitled Use of Aircraft – Boeing 747-800 and 787 Flight Test Training, is hereby incorporated into the Purchase Agreement.

           1.6 Letter Agreement no. 6-1162-RCN-1890 entitled Use of Aircraft for Testing, is hereby incorporated into the Purchase Agreement.

2.    Option Aircraft Deposit Refund

In consideration of Customer’s Agreement to allow Boeing to use certain Aircraft for testing under Letter Agreement No. 6-1162-RCN-1890, Boeing hereby agrees to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

Supplemental Agreement No. 53 to

Purchase Agreement No. 1951

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

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

THE BOEING COMPANY                                                                           CONTINENTAL AIRLINES, INC.

By:/s/ Susan Englander                                                                           By:   /s/ Jacques Lapointe 

Its: Attorney-in-Fact                                                                   Its: Senior Vice President – Procurement

 

TABLE OF CONTENTS

		Page	SA
ARTICLES		Number	Number
1.	Subject Matter of Sale	1-1	SA 39
2.	Delivery, Title and Risk of Loss	2-1
3.	Price of Aircraft	3-1	SA 39
4.	Taxes	4-1
5.	Payment	5-1
6.	Excusable Delay	6-1
7.	Changes to the Detail Specification	7-1	SA 39
8.	Federal Aviation Requirements and Certificates and Export License	8-1	SA 39
9.	Representatives, Inspection, Flights and Test Data	9-1
10.	Assignment, Resale or Lease	10-1
11.	Termination for Certain Events	11-1
12.	Product Assurance, Disclaimer and Release; Exclusion of Liabilities; Customer Support; Indemnification and Insurance	12-1
13.	Buyer Furnished Equipment and Spare Parts	13-1
14.	Contractual Notices and Requests	14-1	SA 39
15.	Miscellaneous	15-1

TABLE OF CONTENTS

		Page	SA
TABLES		Number	Number
1.	Aircraft Deliveries and Descriptions – 737-500	T-1	SA 3
	Aircraft Deliveries and Descriptions – 737-700	T-2	SA 53
	Aircraft Deliveries and Descriptions – 737-800	T-3	SA 52
	Aircraft Deliveries and Descriptions – 737-600	T-4	SA 4
	Aircraft Deliveries and Descriptions – 737-900	T-5	SA 39
	Aircraft Deliveries and Descriptions – 737-900ER	T-6	SA 53
EXHIBITS
A-1	Aircraft Configuration – Model 737-724 (Aircraft delivering through July 2004)		SA 26
A-1.1	Aircraft Configuration – Model 737-724 (Aircraft delivering on or after August 2004)		SA 46
A-2	Aircraft Configuration – Model 737-824 (Aircraft delivering through July 2004)		SA 26
A-2.1	Aircraft Configuration – Model 737-824 (Aircraft delivering August 2004 through December 2007)		SA 41
A-2.2	Aircraft Configuration – Model 737-824 (Aircraft delivering January 2008 through July 2008)		SA 45
A-2.3	Aircraft Configuration – Model 737-824 (Aircraft scheduled to deliver between August 2008 and October 2010)		SA 50
A-2.4	Aircraft Configuration – Model 737-824 (Aircraft scheduled to deliver in or after November 2010)		SA 50
A-3	Aircraft Configuration – Model 737-624		SA 1
A-4	Aircraft Configuration – Model 737-524		SA 3
A-5	Aircraft Configuration – Model 737-924 [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 26
A-6	Aircraft Configuration – Model 737-924ER [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 45
A-6.1	Aircraft Configuration – Model 737-924ER [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 53
A-6.2	Aircraft Configuration – Model 737-924ER [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 53
B	Product Assurance Document		SA 1
C	Customer Support Document – Code Two – Major Model Differences		SA 1
C1	Customer Support Document – Code Three – Minor Model Differences		SA 39
D	Aircraft Price Adjustments – New Generation Aircraft (1995 Base Price - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 1
D1	Airframe and Engine Price Adjustments – Current Generation Aircraft		SA 1
D2	Aircraft Price Adjustments – New Generation Aircraft (1997 Base Price - [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 5
D3	Aircraft Price Adjustments - New Generation Aircraft (July 2003 Base Price – [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 41
D4	Escalation Adjustment – Airframe and Optional Features [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 41
E	Buyer Furnished Equipment Provisions Document		SA 39
F	Defined Terms Document		SA 5

TABLE OF CONTENTS

				SA
LETTER AGREEMENTS				Number
1951-1		Not Used
1951-2R4		Seller Purchased Equipment		SA 39
1951-3R22		Option Aircraft-Model 737-824 Aircraft		SA 38
1951-4R1		Waiver of Aircraft Demonstration		SA 1
1951-5R3		Promotional Support – New Generation Aircraft		SA 48
1951-6		Configuration Matters
1951-7R1		Spares Initial Provisioning		SA 1
1951-8R2		Escalation Sharing – New Generation Aircraft		SA 4
1951-9R21		Option Aircraft-Model 737-724 Aircraft		SA 48
1951-11R1		Escalation Sharing-Current Generation Aircraft		SA 4
1951-12R7		Option Aircraft – Model 737-924 Aircraft		SA 32
1951-13		Configuration Matters – Model 737-924		SA 5
1951-14		Installation of Cabin Systems Equipment 737-924		SA 22
1951-15		Configuration Matters – Model 737-924ER		SA 39

TABLE OF CONTENTS

				SA
RESTRICTED LETTER AGREEMENTS				Number
6-1162-MMF-295		Performance Guarantees – Model 737-724 Aircraft
6-1162-MMF-296		Performance Guarantees – Model 737-824 Aircraft
6-1162-MMF-308R4		Disclosure of Confidential Information		SA 39
6-1162-MMF-309R1		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 1
6-1162-MMF-311R6		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 46
6-1162-MMF-312R1		Special Purchase Agreement Provisions		SA 1
6-1162-MMF-319		Special Provisions Relating to the Rescheduled Aircraft
6-1162-MMF-378R1		Performance Guarantees – Model 737-524 Aircraft		SA 3
6-1162-GOC-015R1		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 31
6-1162-GOC-131R10		Special Matters		SA 46
6-1162-DMH-365		Performance Guarantees – Model 737-924 Aircraft		SA 5
6-1162-DMH-624		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 8
6-1162-DMH-680		Delivery Delay Resolution Program		SA 9
6-1162-DMH-1020		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 14
6-1162-DMH-1035		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 15
6-1162-DMH-1054		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 16
6-1162-CHL-048		Rescheduled Aircraft Agreement		SA 26
6-1162-CHL-195		Restructure Agreement for Model 737NG and 757-300 Aircraft		SA 30
6-1162-MSA-768		Performance Guarantees – Model 737-924ER Aircraft		SA 39
6-1162-SEE-133		[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]		SA 46
6-1162-SEE-0176R4		Record Option Proposals		SA 48
6-1162-SEE-0187		Passenger Service Unit Resolution		SA 50
6-1162-SEE-0225R1		Use of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Testing		SA 50
6-1162-SEE-0263		Use of Aircraft – 737NG Performance Improvement Package Testing		SA 50
6-1162-RCN-1888		Use of Aircraft – Boeing 747-800 and 787 Flight Test Training		SA 53
6-1162-RCN-1890		Use of Aircraft for Testing		SA 53

TABLE OF CONTENTS

SUPPLEMENTAL AGREEMENTS	DATED AS OF:
Supplemental Agreement No. 1	October 10, 1996
Supplemental Agreement No. 2	March 5, 1997
Supplemental Agreement No. 3	July 17, 1997
Supplemental Agreement No. 4	October 10, 1997
Supplemental Agreement No. 5	May 21, 1998
Supplemental Agreement No. 6	July 30, 1998
Supplemental Agreement No. 7	November 12, 1998
Supplemental Agreement No. 8	December 7, 1998
Supplemental Agreement No. 9	February 18, 1999
Supplemental Agreement No. 10	March 19, 1999
Supplemental Agreement No. 11	May 14, 1999
Supplemental Agreement No. 12	July 2, 1999
Supplemental Agreement No. 13	October 13, 1999
Supplemental Agreement No. 14	December 13, 1999
Supplemental Agreement No. 15	January 13, 2000
Supplemental Agreement No. 16	March 17, 2000
Supplemental Agreement No. 17	May 16, 2000
Supplemental Agreement No. 18	September 11, 2000
Supplemental Agreement No. 19	October 31, 2000
Supplemental Agreement No. 20	December 21, 2000
Supplemental Agreement No. 21	March 30, 2001
Supplemental Agreement No. 22	May 23, 2001
Supplemental Agreement No. 23	June 29, 2001
Supplemental Agreement No. 24	August 31, 2001
Supplemental Agreement No. 25	December 31, 2001
Supplemental Agreement No. 26	March 29, 2002
Supplemental Agreement No. 27	November 6, 2002
Supplemental Agreement No. 28	April 1, 2003
Supplemental Agreement No. 29	August 19, 2003
Supplemental Agreement No. 30	November 4, 2003
Supplemental Agreement No. 31	August 20, 2004
Supplemental Agreement No. 32	December 29, 2004
Supplemental Agreement No. 33	December 29, 2004
Supplemental Agreement No. 34	June 22, 2005
Supplemental Agreement No. 35	June 30, 2005
Supplemental Agreement No. 36	July 21, 2005
Supplemental Agreement No. 37	March 30, 2006
Supplemental Agreement No. 38	June 6, 2006
Supplemental Agreement No. 39	August 3, 2006
Supplemental Agreement No. 40	December 5, 2006
Supplemental Agreement No. 41	June 1, 2007
Supplemental Agreement No. 42	June 13, 2007
Supplemental Agreement No. 43	July 18, 2007
Supplemental Agreement No. 44	December 7, 2007
Supplemental Agreement No. 45	February 20, 2008
Supplemental Agreement No. 46	June 25, 2008
Supplemental Agreement No. 47	October 30, 2008
Supplemental Agreement No. 48	January 29, 2009
Supplemental Agreement No. 49	May 1, 2009
Supplemental Agreement No. 50	July 23, 2009
Supplemental Agreement No. 51	August 5, 2009
Supplemental Agreement No. 52	August 31, 2009
Supplemental Agreement No. 53	December 23, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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PA 1951                                                                A-6.2-1                                                      SA 53

5a—1951 SA53 -900ER Exhibit A-6-2.xls                                                                                                BOEING PROPRIETARY

December 23, 2009

6-1162-RCN-1888

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002

Attention:

Mr. Ron Baur

Subject:

Use of Aircraft – Boeing 747-800 and 787 Flight Test Training

Reference:

(a) Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 737 Aircraft

(b) Letter No. 6-1162-SEE-0225R1, dated July 23, 2009; Subject: Use of Aircraft – Carbon Brakes [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Testing

All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

In the reference (b) Letter, Boeing and Customer agreed that one (1) Model 737-900ER Aircraft, with serial number [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], will be used by Boeing for the purpose of testing carbon brakes for use on the model 737NG Aircraft.  In addition to such testing, Boeing and Customer further agree that such Aircraft will be used for certain Boeing flight test training.  Such Aircraft is hereinafter referred to as the Test Aircraft and such test program is hereinafter referred to as the Test Program.

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

1.	Test Program

The Test Aircraft will be flown for a total of up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]  flight hours in order to train Boeing personal for the flight testing of the model 747-800 and 787 aircraft.

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

3.           Other Terms

All other terms and conditions, including but not limited to the refurbishment of the Test Aircraft, contained in the reference (b) Letter will continue to be in full force and effect.

4.           Confidential Treatment.

Customer understands that certain commercial information contained in this Letter Agreement are considered by Boeing as confidential.  Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential  and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as required by law.

Very truly yours,

THE BOEING COMPANY

By   /s/ Susan Englander                                                                

Its           Attorney-in-Fact

ACCEPTED AND AGREED to by

CONTINENTAL AIRLINES, INC.

By   /s/ Jacques Lapointe                                                                

Its Senior Vice President, Procurement

December 23, 2009

6-1162-RCN-1890

Continental Airlines, Inc.

1600 Smith Street

Houston, TX 77002

Attention:

Mr. Ron Baur

Subject:

Use of Aircraft for Testing

Reference:

(a) Purchase Agreement No. 1951 (the Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 737 Aircraft

(b) Letter No. 6-1162-SEE-0263, dated July 23, 2009; Subject “Use of Aircraft – 737NG Performance Improvement Package Testing”

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.

Customer agreed in the reference (b) Letter Agreement to allow Boeing to use one (1) Model 737 Aircraft, with serial number [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], for certain testing.  In consideration of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], Customer further agrees, subject to Customer’s concurrence of the scope of such further test flight profile in accordance with the terms below, to allow Boeing to use such Aircraft or any other Aircraft to conduct certain other additional testing subject to the requirements herein.  Each such additional test program is hereinafter referred to as the Test Program and each Aircraft used for such additional testing is hereinafter referred to as the Test Aircraft.

 
 

Customer will accept delivery of the Test Aircraft without any reduction in the Aircraft Price on account of the depreciation and wear and tear resulting from such testing, subject to the provisions set forth below.

1.           Test Aircraft and Test Program

Prior to commencement of each respective Test Program, Boeing will fill in the information identified in the Attachment and provide such Attachment to Customer for its approval of the respective Test Program.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

.

The Boeing Engineering Work Authorization form (EWA) provided to Customer will contain the estimated flight test hours and cycles for the Test Program.  Boeing agrees to obtain Customer’s prior permission before conducting any flight testing that would result in the Aircraft flying for a greater number of flight test hours and cycles than the number of estimated fight test hours and cycles contained in the EWA.

If requested by Customer, Boeing agrees to share the Test Program results with Customer, provided that Customer agree to treat such results as Confidential Information and not disclose it to third parties without Boeing’s prior written permission.

 
 

Prior to delivery of the Test Aircraft, designated Customer representatives may inspect the Test Aircraft in accordance with Article 9.2 of the Purchase Agreement.    In addition, Boeing will provide to Customer a report detailing the test conditions that the Test Aircraft, and in particular, the landing gear, was subjected to during the Test Program to verify that test conditions were within design parameters.  Any items deemed to be beyond reasonable wear and tear will be addressed via standard delivery processes subject to discussion between Boeing and Customer.

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

3.           Removal of Wiring and Test Instrumentation.

The wiring installation in the Test Aircraft will be the same as in the other 737 Aircraft being purchased by the Customer under the Agreement.  Boeing will remove all flight test wiring and instrumentation to the extent practicable.  [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

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

5.           Warranty.

The terms and conditions of the Product Assurance Document (Exhibit C to the AGTA) will run full term from the date of the delivery of the Test Aircraft to Customer.  If any Boeing supplier, except the Engine manufacturer, refuses to honor any valid warranty claim submitted by Customer solely on the basis of use or time expiration relating to the Test Program or refurbishment, Boeing will assume responsibility for such claim using the supplier warranty terms and conditions as though the warranty period began with delivery of the Test Aircraft to Customer.

6.           Wheels, Tires and Brakes.

If indicated in the Attachment, Boeing will remove the Test Program tires, wheels, and brakes and replace with the production tires, wheels and brakes on the Test Aircraft after such Test Program and prior to delivery of the Test Aircraft.

7.           Accomplishment of Maintenance Check.

Boeing will maintain the Test Aircraft with an Airplane Inspection Program (AIP) as required by 14 CFR 91.409 (e).  Scheduled maintenance and inspection intervals will be based on a Low Utilization Maintenance Plan from the 737 Maintenance Planning Document as described in the AIP.

8.           List of Greases, Oils and Other Fluids.

Boeing will provide Customer in a timely manner a list of part and/or specification numbers and suppliers of the greases, oils and other fluids used to service the Test Aircraft during the flight test program.

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

10.           Termination of Boeing’s Right to Use Aircraft for Test Programs

10.1           One of the items identified in the Attachment is the dollar value of each respective Test Program.  This value will be determined by Boeing acting in good faith.  Boeing’s right to use Customer’s Aircraft for Test Programs hereunder will terminate when the cumulative value of the Test Programs identified in the Attachment equals $[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

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

11.           Confidential Treatment.

Customer understands that certain commercial information contained in this Letter Agreement are considered by Boeing as confidential.  Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential  and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity, except as required by law.

Very truly yours,

THE BOEING COMPANY

By   /s/ Susan Englander                                                                

Its     Attorney-in-Fact

ACCEPTED AND AGREED TO this

Date:  December 23, 2009

CONTINENTAL AIRLINES, INC.

By   /s/ Jacques Lapointe                                                                

Its   Senior Vice President, Procurement

Attachment to 6-1162-RCN-1890

Update No. 1

Aircraft No.	EWA No. *	Estimated Flight Test Hrs.	Actual Flight Test Hrs.	Scheduled Delivery Month	Revised Delivery Month	Test Program $ Value	Wheels, tires, brakes replaced?	Engines Borescoped?
3138/YJ571	Y3333-003	No greater than [***]		TBD**	TBD**	$[***]	No	Yes

* EWA is the Boeing Engineering Work Authorization form number.  Such form contains the test description and will be provided to Customer concurrent with this attachment.

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

Approved by:

CONTINENTAL AIRLINES, INC.

By  /s/ Jacques Lapointe                                                                           

Its  Senior Vice President, Procurement