SupplementalAgreement No. 15 to PurchaseAgreement No. 2061 between TheBoeing Company and ContinentalAirlines, Inc. Relatingto Boeing Model 777 Aircraft

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EXHIBIT 10.5

Supplemental Agreement No. 15

to

Purchase Agreement No. 2061

between

The Boeing Company

and

Continental Airlines, Inc.

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into as of October 15, 2008, by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);

WHEREAS, the parties hereto entered into Purchase Agreement No. 2061 dated October 10, 1997, (the Purchase Agreement) relating to Boeing Model 777-200ER Aircraft (the Aircraft); and

WHEREAS, the parties agree to reschedule the delivery dates of the two Aircraft that were scheduled to be [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 Purchase Agreement as follows:

1.           Revised Table of Contents

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. 15.

2.           Revised Table 4

Remove and replace, in its entirety, Table 4 “Aircraft Delivery, Description, Price and Advance Payments” with a revised Table 4 attached hereto to reflect the [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].

3.           Revised On-Dock Dates

On or before May 2009, Boeing will provide to Customer a BFE Requirements On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE Report which may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions relating to the in-sequence installation of BFE for the Aircraft which are the subject of this Supplemental Agreement.

The Purchase 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/ R.C. Nelson_____                                                                                                By: /s/ Gerald Laderman

Its: Attorney-in-Fact                                                                                     Its:_Senior Vice President –

_Finance and Treasurer__

TABLE OF CONTENTS

ARTICLES					Revised By:
	1.		Quantity, Model and Description		SA No. 13
	2.		Delivery Schedule		SA No. 13
	3.		Price		SA No. 13
	4.		Payment		SA No. 13
	5.		Miscellaneous		SA No. 13
TABLE
	1.		Aircraft Information Table 1		SA No. 5
	2.		Aircraft Information Table 2		SA No. 9
	3.		Aircraft Information Table 3		SA No. 11
	4.		Aircraft Information Table 4		SA No. 15
EXHIBIT
	A.		Aircraft Configuration		SA No. 14
	A1		Aircraft Configuration for 777-200ER Aircraft (applicable to Table 4 Aircraft)		SA No. 14
	B.		Aircraft Delivery Requirements and Responsibilities		SA No. 14
SUPPLEMENTAL EXHIBITS
	AE1.		Escalation Adjustment/Airframe and Optional Features (applicable to Table 3 Aircraft)		SA No. 14
	AE1-1.		Escalation Adjustment/Airframe and Optional Features (applicable to Table 4 Aircraft)		SA No. 14
	BFE1.		BFE Variances
	BFE2.		BFE Variables (applicable to Table 4 Aircraft)		SA No. 14
	CS1.		Customer Support Variables
	EE1.		Engine Escalation/Engine Warranty and Patent Indemnity
	EE2.		Engine Escalation/Engine Warranty and Patent Indemnity		SA No. 9
	EE3.		Engine Escalation/Engine Warranty and Patent Indemnity (applicable to Tables 3 and 4 Aircraft)		SA No. 13
	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
LETTER AGREEMENTS					Revised By:
2061-1R10			Option Aircraft		SA No. 14
2061-2			Demonstration Flights
2061-3			Installation of Cabin Systems Equipment
2061-4			Spares Initial Provisioning
2061-5			Flight Crew Training Spares
	[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]				SA No. 12
6-1162-AJH-899				Supplemental [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]	SA No. 13

TABLE OF CONTENTS

CONFIDENTIAL LETTER AGREEMENTS		Revised By:
6-1161-GOC-087	Aircraft Performance Guarantees
6-1162-GOC-088	Promotion Support
6-1162-GOC-089R4	Special Matters	SA No. 14
6-1162-GOC-172	Additional Matters	SA No. 1
6-1162-CHL-048	Rescheduled Aircraft Agreement	SA No. 9
6-1162-CHL-195	Restructure Agreement for Model 737NG and 757-300 Aircraft	SA No. 10

SUPPLEMENTAL AGREEMENTS		Dated as of:
Supplemental Agreement No. 1		December 18, 1997
Supplemental Agreement No. 2		July 30, 1998
Supplemental Agreement No. 3		September 25, 1998
Supplemental Agreement No. 4		February 3, 1999
Supplemental Agreement No. 5		March 26, 1999
Supplemental Agreement No. 6		May 14, 1999
Supplemental Agreement No. 7		October 31, 2000
Supplemental Agreement No. 8		June 29, 2001
Supplemental Agreement No. 9		June 25, 2002
Supplemental Agreement No. 10		November 4, 2003
Supplemental Agreement No. 11		July 28, 2005
Supplemental Agreement No. 12		March 17, 2006
Supplemental Agreement No. 13		December 3,2007
Supplemental Agreement No. 14		February 20, 2008
Supplemental Agreement No. 15		October 15, 2008

Table 4

To Purchase Agreement 2061

Aircraft Delivery, Description, Price and Advance Payments