exhibit105.htm

EXHIBIT 10.5

Supplemental Agreement No. 15

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__

PA 2061 SA15-

CAL

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

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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

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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

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Table 4

To Purchase Agreement 2061

Aircraft Delivery, Description, Price and Advance Payments

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

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