0000319687-01-500005 Sample Contracts

OUTSIDE DIRECTOR STOCK OPTION AGREEMENT (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2000)
Stock Option Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

This STOCK OPTION AGREEMENT (this "Option Agreement") is between Continental Airlines, Inc., a Delaware corporation ("Company"), and _______________________ ("Optionee"), and is dated as of the date set forth immediately above the signatures below.

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Supplemental Agreement No. 19 to Purchase Agreement No. 1951 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of October 31, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Buyer);

AMENDMENT 1 TO EMB-135 FINANCING LETTER OF AGREEMENT
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment 1 to EMB-135 Financing Letter of Agreement ("Amendment 1") is dated June __, 2000, and is an agreement among Continental Express, Inc. ("Coex" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; Continental Airlines, Inc. ("Continental" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; and Embraer-Empresa Brasileira de Aeronautica S.A. ("Embraer"), with its principal place of business at Sao Jose dos Campos, Sao Paulo, Brazil, as it relates to the EMB-135 Financing Letter of Agreement dated March 23, 2000 executed by Coex, Continental and Embraer Letter ("EMB-135 Financing LOA").

AMENDMENT No. 8 TO PURCHASE OF AGREEMENT DCT-054/98
Purchase of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No.8 ("Amendment 8") dated as of November 7, 2000 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER"), and relates to Purchase Agreement No. DCT-054/98 dated December 23, 1998, as amended from time to time (the "Purchase Agreement") for the purchase of up to fifty (50) newly manufactured EMB-135 aircraft (the "Aircraft").

AMENDMENT No. 17 TO PURCHASE AGREEMENT GPJ-003/96
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 17 ("Amendment 17") dated as of November 7, 2000 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER") and relates to Purchase Agreement No. GPJ-003/96, as amended from time to time (the "Purchase Agreement") for the purchase of some newly manufactured EMB-145 aircraft (the "Aircraft").

Supplemental Agreement No. 20 to Purchase Agreement No. 1951 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 737 Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of December 21, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Buyer);

EMB-135 FINANCING LETTER OF AGREEMENT March 23, 2000
Emb-135 Financing Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Letter of Agreement ("LOA" or "Agreement") dated March 23, 2000, is an agreement among Continental Express, Inc. ("Coex" [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; Continental Airlines, Inc. ("Continental" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; and Embraer-Empresa Brasileira de Aeronautica S.A. ("Embraer"), with its principal place of business at São José dos Campos, São Paulo, Brazil, as it relates to Purchase Agreement DCT-054/98 dated as of December 23, 1998 (the "Purchase Agreement") of up to seventy-five (75) EMB-135 aircraft each equipped with Rolls-Royce Allison AE3007A1/3 engines, to be delivered therewith consis

OPTION AGREEMENT AND AWARD NOTICE (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2000)
Option Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

This OPTION AGREEMENT AND AWARD NOTICE (this "Option Agreement") is between Continental Airlines, Inc., a Delaware corporation ("Company"), and __________________ ("Optionee"), and is dated as of the date set forth immediately above the signatures below.

Supplemental Agreement No. 4 to Purchase Agreement No. 2060 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 767-400ER Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of December 1, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Customer);

AMENDMENT No. 10 TO PURCHASE AGREEMENT DCT-054/98
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 10 ("Amendment 10") dated as of November 17, 2000 is between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER" ), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. DCT-054/98 dated December 23, 1998, as amended from time to time (together with its Attachments, the Amendments to Purchase Agreement and Letter Agreements, the EMB-135 Purchase Agreement") for the purchase of up to fifty (50) new EMB-135 aircraft (the "AIRCRAFT").

AMENDMENT No. 2 TO LETTER OF AGREEMENT GPJ-004/96 AND AMENDMENT No. 1 TO LETTER OF AGREEMENT PCJ-004A/96
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment dated as of July 24, 2000 relates to Letter of Agreement GPJ-004/96 dated August 5, 1996 and Letter of Agreement PCJ-004A/96 dated August 31, 1996 ("Amendment 2 and Amendment 1"), between EMBRAER - Empresa Brasileira de AeronAutica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER"), which concerns Purchase Agreement No. GPJ-003/96 (the "Purchase Agreement"), as amended from time to time (collectively referred to herein as the "Agreement"). This Amendment 2 and Amendment 1 is between EMBRAER and BUYER, collectively referred to herein as the "PARTIES".

LETTER AGREEMENT DCT 059/2000
Letter Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Letter Agreement (the "Agreement") dated as of October 27, 2000 is between EMBRAER-Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER") and relates to Purchase Agreement No. GPJ-003/96, dated August 5, 1996 as amended from time to time (the "PURCHASE AGREEMENT") for the purchase of EMB-145 Aircraft (the "AIRCRAFT").

RESTRICTED STOCK AGREEMENT AND AWARD NOTICE (PURSUANT TO THE TERMS OF THE CONTINENTAL AIRLINES, INC. INCENTIVE PLAN 2000)
Restricted Stock Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled • Texas

This RESTRICTED STOCK AGREEMENT AND AWARD NOTICE (this "Restricted Stock Agreement") is between Continental Airlines, Inc., a Delaware corporation ("Company"), and ____________________ ("Recipient"), and is dated as of the date set forth immediately above the signatures below.

PURCHASE AGREEMENT NUMBER 2333 between THE BOEING COMPANY and Continental Airlines, Inc. Relating to Boeing Model 757-324 Aircraft
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Purchase Agreement No. 2333 dated as of December 29, 2000 is between The Boeing Company (Boeing) and Continental Airlines, Inc. (Customer) relating to the purchase and sale of Model 757-324 aircraft. The terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of October 10, 1997 between the parties, identified as AGTA-CAL (AGTA) are hearby incorporated by reference to this Purchase Agreement.

AMENDMENT No. 7 TO PURCHASE AGREEMENT DCT-054/98
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 7 (the "Amendment") dated as of July 24th, 2000 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. ("EMBRAER") and Continental Express, Inc. (" BUYER"), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. DCT-054/98 dated December 23, 1998, as amended from time to time (together with its Attachments, the Amendments to Purchase Agreement and Letter Agreements, the EMB-135 Purchase Agreement") for the purchase of up to seventy-five (75) new EMB-135 aircraft (the "AIRCRAFT").

AMENDMENT No. 9 TO PURCHASE OF AGREEMENT DCT-054/98
Purchase of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 9 (the "Amendment") dated as of September 20, 2000 is between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER" ), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. DCT-054/98 dated December 23, 1998, as amended from time to time (together with its Attachments, the Amendments to Purchase Agreement and Letter Agreements, the EMB-135 Purchase Agreement") for the purchase of up to fifty (50) new EMB-135 aircraft (the "AIRCRAFT").

Contract
Amendment No. 16 • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 16 ("Amendment 16") dated as of July 24, 2000 is between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER"), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. GPJ-003/96, as amended from time to time together with its Attachments, (collectively referred to as the "BASE Agreement") and, Letter Agreements GPJ-004/96 dated August 5, 1996 and GPJ-004A/96 dated August 31, 1996 as amended from time to time (collectively referred to with this Amendment No. 16 and the BASE Agreement as the "EMB-145 Purchase Agreement") for the purchase of up to two hundred (200) new EMB-145 aircraft (the "AIRCRAFT").

Supplemental Agreement No. 3 to Purchase Agreement No. 2060 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 767-400ER Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of October 31, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Customer);

LETTER AGREEMENT DCT-058/2000
Letter Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Letter Agreement (the "Agreement") dated as of October 27, 2000 is between EMBRAER-Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER") and relates to Purchase Agreement No. DCT-054/98, dated December 23, 1998 as amended from time to time (the "PURCHASE AGREEMENT") for the purchase of EMB-135 Aircraft (the "AIRCRAFT").

Supplemental Agreement No. 7 to Purchase Agreement No. 2061 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 777 Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of October 31, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Customer);

AMENDMENT 3 TO EMB-135 FINANCING LETTER OF AGREEMENT
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment 3 to EMB-135 Financing Letter of Agreement ("Amendment 3") is dated October 27, 2000, and is an agreement among Continental Express, Inc. ("Coex" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; Continental Airlines, Inc. ("Continental" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; and EMBRAER-Empresa Brasileira de AeronAutica S.A. ("Embraer"), with its principal place of business at Sao Jose dos Campos, SAo Paulo, Brazil, as it relates to the EMB-135 Financing Letter of Agreement dated March 23, 2000 executed by Coex, Continental and Embraer ("EMB-135 Financing LOA").

AMENDMENT 2 TO EMB-135 FINANCING LETTER OF AGREEMENT
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment 2 to EMB-135 Financing Letter of Agreement ("Amendment 2") is dated August __, 2000, and is an agreement among Continental Express, Inc. ("Coex" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; Continental Airlines, Inc. ("Continental" or [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]), with its principal place of business at 1600 Smith Street, Houston, Texas; and Embraer-Empresa Brasileira de Aeronáutica S.A. ("Embraer"), with its principal place of business at São José dos Campos, São Paulo, Brazil, as it relates to the EMB-135 Financing Letter of Agreement dated March 23, 2000, as amended, executed by Coex, Continental and Embraer ("EMB-135 Financing LOA").

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AMENDMENT NUMBER 1 TO LETTER OF AGREEMENT GPJ-004/1996
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

With reference to the Letter of Agreement (the "LOA") GPJ-004/1996 dated August 5, 1996 between Embraer-Empresa Brasileira Aeronautica S.A. and Continental Express, Inc. (the "Parties"), the Parties hereby amend on the date set forth below the provision of Article 9.B thereof by substituting "September 3, 1996" for the September 1, 1996 date set forth in the LOA.

Supplemental Agreement No. 2 to Purchase Agreement No. 2211 between The Boeing Company and Continental Airlines, Inc. Relating to Boeing Model 767-200ER Aircraft
Supplemental Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

THIS SUPPLEMENTAL AGREEMENT, entered into as of October 31, 2000, by and between THE BOEING COMPANY, a Delaware corporation with its principal office in Seattle, Washington, (Boeing) and Continental Airlines, Inc., a Delaware corporation with its principal office in Houston, Texas (Customer);

AMENDMENT No. 15 TO PURCHASE AGREEMENT GPJ-003/96
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment (this "Amendment") dated as of July 25_, 2000 is between EMBRAER - Empresa Brasileira de Aeronáutica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER") and relates to Purchase Agreement No. GPJ-003/96, as amended from time to time (the "Purchase Agreement") for the purchase of up to two-hundred (200) new EMB 145 aircraft (the "Aircraft").

LETTER OF AGREEMENT DCT - 055/98
Letter of Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled • São Paulo

This Letter of Agreement ("Agreement") dated December 23, 1998, is an agreement between Continental Express, Inc., with its principal place of business at 1600 Smith Street, Houston, Texas, 77002 ("BUYER"), and EMBRAER - Empresa Brasileira de Aeronáutica S.A. ("EMBRAER"), with its principal place of business at São José dos Campos, São Paulo, Brazil, relating to Purchase Agreement DCT - 054/98 (the "Purchase Agreement") for the purchase by BUYER of twenty five firm and up to fifty (50) option new EMB-135 aircraft (respectively the "FIRM AIRCRAFT" and the "OPTION AIRCRAFT").

AMENDMENT No. 18 TO PURCHASE AGREEMENT GPJ-003/96
Purchase Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 18 ("Amendment 18") dated as of November 17, 2000 is between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER" ), collectively hereinafter referred to as the "PARTIES", and relates to Purchase Agreement No. GPJ-003/96, as amended from time to time together with its Attachments, (collectively referred to as the "BASE Agreement") and, Letter Agreements GPJ-004/96 dated August 5, 1996 and GPJ-004A/96 dated August 31, 1996 as amended from time to time (collectively referred to with this Amendment No. 18 and the BASE Agreement as the "EMB-145 Purchase Agreement") for the purchase of up to two hundred and twenty five (225) new EMB-145 aircraft (the "AIRCRAFT").

AMENDMENT No. 1 TO LETTER AGREEMENT DCT-055/98
Letter Agreement • February 6th, 2001 • Continental Airlines Inc /De/ • Air transportation, scheduled

This Amendment No. 1 dated as of July 24, 2000 ("Amendment No. 1") relates to the Letter Agreement DCT-055/98 dated December 23, 1998 as amended from time to time ("Letter Agreement"), between EMBRAER - Empresa Brasileira de Aeronautica S.A. ("EMBRAER") and Continental Express, Inc. ("BUYER"), and which concerns the Purchase Agreement DCT-054/98 dated December 23, 1998, as amended from time to time ("EMB-135 Purchase Agreement"), (collectively referred to herein as the "Agreement"). This Amendment No. 1 is between EMBRAER and BUYER, collectively referred to herein as the "PARTIES".

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