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TEXT-S&P rates Continental Airlines 2012-2 certificates

Oct 3 - Standard & Poor's Ratings Services said today that it has assigned its 'A-'(sf) rating to Continental Airlines Inc.'s series 2012-2 Class A pass-through certificates with an expected maturity of Oct. 29, 2024, and its 'BBB-'(sf) rating to Continental's series 2012-2 Class B pass-through certificates with an expected maturity of Oct. 29, 2020. The final legal maturities will be 18 months after the expected maturity. Continental is issuing the certificates under a Rule 415 shelf registration. We had assigned preliminary ratings Sept. 19, 2012.

The 'A-'(sf) and 'BBB-'(sf) ratings are based on the consolidated credit quality of Continental's parent, United Continental Holdings Inc. (B/Stable/--); substantial collateral coverage by good-quality aircraft; and the legal and structural protections available to the pass-through certificates. The company will use proceeds of the offerings to finance 2012 and 2013 deliveries of 18 Boeing B737-900ER (extended range) aircraft and three new Boeing B787-8s. Each aircraft's secured notes are cross-collateralized and cross-defaulted--a provision we believe increases the likelihood that Continental would affirm the notes (and thus continue to pay on the certificates) in bankruptcy.

RELATED CRITERIA AND RESEARCH

-- Continental Airlines Inc.'s 2012-2 Certificates Rated Preliminary 'A-'(sf) (Class A), Preliminary 'BBB-'(sf) (Class B), Sept. 19, 2012

RATINGS LIST Continental Airlines Inc. Corporate credit rating B/Stable/-- New Ratings Continental Airlines Inc. Equipment trust certificates

Series 2012-1 Class A pass-thru certs A-(sf)

Series 2012-1 Class B pass-thru certs BBB-(sf)

Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at

. All ratings affected by this rating action can be found on Standard & Poor's public Web site at . Use the Ratings search box located in the left column. (New York Ratings Team)

((e-mail: pam.niimi@thomsonreuters.com; Reuters Messaging: pam.niimi.reuters.com@reuters.net; Tel:1-646-223-6330;))