Supplemental Agreement No. 60

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

THIS SUPPLEMENTAL AGREEMENT is entered into as of November 7, 2012 by and between THE BOEING COMPANY (Boeing) and CONTINENTAL AIRLINES, INC. (Customer);

WHEREAS, Customer and Boeing agree to reschedule one (1) 737-900ER aircraft as follows:

WHEREAS, Customer and Boeing have agreed to reschedule one (1) 737-900ER aircraft as follows:

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

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. 60.

*** Remove and replace, in its entirety, page T-6-1, page T-6-2 and page T-6-3 to Table 1 to reflect: a) the revised delivery month for two (2) 737-900ER aircraft bearing serial numbers 31649 and 37199, and ***

1.3 Add Letter Agreement CAL-PA-1951-LA-1210098, “Aircraft Acceleration from October 2012 to September 2012”, 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.


Airframe Model/MTOW:	737-900ER	***

Engine Model/Thrust:	CFM56-7B***	*******

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):				***

This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.

Boeing and Customer agree to reschedule the contract delivery month of the following Aircraft:

The terms of this Letter Agreement will supersede the corresponding terms of the Purchase Agreement. Boeing and Customer will execute a supplemental agreement to the Purchase Agreement as soon as reasonably practicable after the execution of this Letter Agreement. The execution of the supplemental agreement is to facilitate contract administration and is not a condition to the effectiveness of his Letter Agreement. In the event of any conflict between the terms and conditions of this Letter Agreement and the supplemental agreement, the terms and conditions of this Letter Agreement shall control.


Current Delivery Month	Revised Delivery Month	Serial Number
August 2013	July 2013	31649


Current Delivery Month	Revised Delivery Month	Serial Number
October 2012	September 2012	37199*


THE BOEING COMPANY				CONTINENTAL AIRLINES, INC.

/s/ ***				/s/ Gerald Laderman
Signature				Signature

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


		Page Number		SA Number
ARTICLES

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


		Page Number		SA Number

TABLES

1.	Aircraft Deliveries and Descriptions – 737-500		T-1		SA 3

	Aircraft Deliveries and Descriptions – 737-700		T-2		SA 57

	Aircraft Deliveries and Descriptions – 737-800		T-3		SA 55

	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 60

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


EXHIBITS (continued)		SA Number

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 ***		SA 26

A–6	Aircraft Configuration – Model 737-924ER ***		SA 45

A–6.1	Aircraft Configuration – Model 737-924ER ***		SA 53

A–6.2	Aircraft Configuration – Model 737-924ER ***		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 – ***		SA 1

D1	Airframe and Engine Price Adjustments – Current Generation Aircraft		SA 1

D2	Aircraft Price Adjustments – New Generation Aircraft (1997 Base Price – ***		SA 5


LETTER AGREEMENTS (continued)		SA Number

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

RESTRICTED LETTER AGREEMENTS		SA 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	***		SA 1

6–1162–MMF–311R8	***

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	***		SA 31

6–1162–GOC–131R12	Special Matters		SA 59


RESTRICTED LETTER AGREEMENTS (continued)		SA Number

6–1162–DMH–365	Performance Guarantees – Model 737-924 Aircraft		SA 5

6–1162–DMH–624	***		SA 8

6–1162–DMH–680	Delivery Delay Resolution Program		SA 9

6–1162–DMH–1020	***		SA 14

6–1162–DMH–1035	***		SA 15

6–1162–DMH–1054	***		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 (Aircraft delivering prior to May 2012)		SA 57

6–1162–SEE–0361	Performance Guarantees – Model 737-924ER Aircraft (Aircraft delivering May 2012 and on)		SA 57

6–1162–SEE–133	***		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 *** and Abuse Takeoff Testing		SA 50

6–1162–SEE–0263	Use of Aircraft – 737NG Performance Improvement Package Testing		SA 50


RESTRICTED LETTER AGREEMENTS (continued)		SA Number

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 57

6–1162–SEE–0326	Model 737 – Koito Seat Resolution		SA 56

CAL–PA–1951–LA–1208066	Aircraft Performance Guarantees – Model 737-924ER Aircraft ***		SA 59

CAL–PA–1951–LA–1209037	***		SA 59

CAL–PA–1951–LA–1209110	Privileged and Confidential Matters SA 59

CAL–PA–1951–LA–1210098	Aircraft Acceleration from October 2012 to September 2012		SA 60


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 AGREEMENTS		DATED AS OF:

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

Supplemental Agreement No. 54		March 1, 2010

Supplemental Agreement No. 55		March 31, 2010

Supplemental Agreement No. 56		August 12, 2010

Supplemental Agreement No. 57		March 2, 2011

Supplemental Agreement No. 58		January 6, 2012

Supplemental Agreement No. 59		July 12, 2012

Supplemental Agreement No. 60		November 7, 2012


CAL	T-6-1	SA 60
Boeing / Continental Airlines, Inc. Proprietary


CAL	T-6-2	SA 60
Boeing / Continental Airlines, Inc. Proprietary


CAL	T-6-3	SA 60
Boeing / Continental Airlines, Inc. Proprietary


P.A. 1951
CAL		SA 60-1


P.A. 1951
CAL		SA 60-2


P.A. 1951	i	SA 60
N/CAL


P.A. 1951	ii	SA 60
N/CAL


Subject:		Aircraft Acceleration from October 2012 to September 2012

Reference:		Purchase Agreement No. PA-1951 (Purchase Agreement) between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to Model 737-900ER aircraft (Aircraft)


CAL-PA-1951-LA-13210098
Aircraft Acceleration – October 2012 to September 2012				Page 1
BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY


CAL-PA-1951-LA-13210098
Aircraft Acceleration – October 2012 to September 2012				Page 2
BOEING / CONTINENTAL AIRLINES, INC. PROPRIETARY