SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                Date of Report (Date of earliest event reported):
                                 October 6, 1997


                           CONTINENTAL AIRLINES, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                       0-09781                  74-2099724
(State or other jurisdiction    (Commission File Number)    (IRS Employer 
 of incorporation)                                           Identification No.)


              2929 Allen Parkway, Suite 2010, Houston, Texas 77019
              (Address of principal executive offices) (Zip Code)


                                 (713) 834-2950
              (Registrant's telephone number, including area code)


<PAGE>


Item 7.   Financial Statements and Exhibits.

          (c)  Exhibits

               4.1   Form of Pass Through Trust Agreement

               25.1  Statement  of  Eligibility  of Wilmington Trust Company  on
                     Form T-1


<PAGE>


                                    SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Continental
Airlines,  Inc.  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            CONTINENTAL AIRLINES, INC.


                                            By  /S/ JEFFERY A. SMISEK
                                                --------------------------------
                                                Jeffery A. Smisek
                                                Executive Vice President
                                                and General Counsel

October 6, 1997



<PAGE>


                                  EXHIBIT INDEX



4.1   Form of Pass Through Trust Agreement

25.1  Statement of Eligibility of Wilmington Trust Company on Form T-1








                                                                     EXHIBIT 4.1

                      FORM OF PASS THROUGH TRUST AGREEMENT



<PAGE>









- --------------------------------------------------------------------------------



                          PASS THROUGH TRUST AGREEMENT

                         Dated as of [                ], 1997


                                     between


                           CONTINENTAL AIRLINES, INC.

                                       and

                            WILMINGTON TRUST COMPANY,

                                   as Trustee




- --------------------------------------------------------------------------------


<PAGE>

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

                             ARTICLE I - DEFINITIONS

Section 1.01.   Definitions...............................................    2
Section 1.02.   Compliance Certificates and Opinions......................   11
Section 1.03.   Form of Documents Delivered to Trustee....................   12
Section 1.04.   Directions of Certificateholders..........................   12

                 ARTICLE II - ORIGINAL ISSUANCE OF CERTIFICATES:
                          ACQUISITION OF TRUST PROPERTY

Section 2.01.   Amount Unlimited; Issuable in Series......................   13
Section 2.02.   Acquisition of Equipment Notes............................   15
Section 2.03.   Acceptance by Trustee.....................................   17
Section 2.04.   Limitation of Powers......................................   17

                         ARTICLE III - THE CERTIFICATES

Section 3.01.   Form, Denomination and Execution of Certificates..........   18
Section 3.02.   Authentication of Certificates............................   18
Section 3.03.   Temporary Certificates....................................   19
Section 3.04.   Transfer and Exchange.....................................   19
Section 3.05.   Book-Entry and Definitive Certificates....................   20
Section 3.06.   Mutilated, Destroyed, Lost or Stolen Certificates.........   21
Section 3.07.   Persons Deemed Owners.....................................   22
Section 3.08.   Cancellation..............................................   22
Section 3.09.   Limitation of Liability for Payments......................   22

          ARTICLE IV - DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

Section 4.01.   Certificate
 Account and Special Payments Account..........   23
Section 4.02.   Distributions from Certificate Account and Special
                Payments Account..........................................   23
Section 4.03.   Statements to Certificateholders..........................   25
Section 4.04.   Investment of Special Payment Moneys......................   26

                             ARTICLE V - THE COMPANY

Section 5.01.   Maintenance of Corporate Existence........................   26
Section 5.02.   Consolidation, Merger, Etc................................   26

                              ARTICLE VI - DEFAULT

Section 6.01.   Events of Default.........................................   27


<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

                                                                           Page
                                                                           ----

Section 6.02.   Incidents of Sale of Equipment Notes......................   29
Section 6.03.   Judicial Proceedings Instituted by Trustee; Trustee
                May Bring Suit............................................   29
Section 6.04.   Control by Certificateholders.............................   29
Section 6.05.   Waiver of Past Defaults...................................   30
Section 6.06.   Right of Certificateholders to Receive Payments Not
                to Be Impaired............................................   31
Section 6.07.   Certificateholders May Not Bring Suit Except Under
                Certain Conditions........................................   31
Section 6.08.   Remedies Cumulative.......................................   31
Section 6.09.   Undertaking for Costs.....................................   32

                            ARTICLE VII - THE TRUSTEE

Section 7.01.   Certain Duties and Responsibilities.......................   32
Section 7.02.   Notice of Defaults........................................   32
Section 7.03.   Certain Rights of Trustee.................................   33
Section 7.04.   Not Responsible for Recitals or Issuance of Certificates..   34
Section 7.05.   May Hold Certificates.....................................   34
Section 7.06.   Money Held in Trust.......................................   34
Section 7.07.   Compensation and Reimbursement............................   34
Section 7.08.   Corporate Trustee Required; Eligibility...................   35
Section 7.09.   Resignation and Removal; Appointment of Successor.........   35
Section 7.10.   Acceptance of Appointment by Successor....................   37
Section 7.11.   Merger, Conversion, Consolidation or Succession to
                Business..................................................   38
Section 7.12.   Maintenance of Agencies...................................   38
Section 7.13.   Money for Certificate Payments to Be Held in Trust........   39
Section 7.14.   Registration of Equipment Notes in Trustee's Name.........   40
Section 7.15.   Representations and Warranties of Trustee.................   40
Section 7.16.   Withholding Taxes; Information Reporting..................   41
Section 7.17.   Trustee's Liens...........................................   41
Section 7.18.   Preferential Collection of Claims.........................   41

         ARTICLE VIII - CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

Section 8.01.   The Company to Furnish Trustee with Names and
                Addresses of Certificateholders...........................   41
Section 8.02.   Preservation of Information; Communications to
                Certificateholders........................................   42
Section 8.03.   Reports by Trustee........................................   42
Section 8.04.   Reports by the Company....................................   42


<PAGE>

                                TABLE OF CONTENTS
                                   (Continued)

                                                                           Page
                                                                           ----

                      ARTICLE IX - SUPPLEMENTAL AGREEMENTS

Section 9.01.   Supplemental Agreements Without Consent of
                Certificateholders........................................   43
Section 9.02.   Supplemental Agreements with Consent of
                Certificateholders........................................   44
Section 9.03.   Documents Affecting Immunity or Indemnity.................   45
Section 9.04.   Execution of Supplemental Agreements......................   46
Section 9.05.   Effect of Supplemental Agreements.........................   46
Section 9.06.   Conformity with Trust Indenture Act.......................   46
Section 9.07.   Reference in Certificates to Supplemental Agreements......   46

             ARTICLE X - AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

Section 10.01.  Amendments and Supplements to Indenture and Other
                Note Documents............................................   46

                       ARTICLE XI - TERMINATION OF TRUSTS

Section 11.01.  Termination of the Trusts.................................   47

                     ARTICLE XII - MISCELLANEOUS PROVISIONS

Section 12.01.  Limitation on Rights of Certificateholders................   48
Section 12.02.  Liabilities of Certificateholders.........................   48
Section 12.03.  Registration of Equipment Notes in Name of
                Subordination Agent.......................................   48
Section 12.04.  Notices...................................................   49
Section 12.05.  Governing Law.............................................   50
Section 12.06.  Severability of Provisions................................   50
Section 12.07.  Trust Indenture Act Controls..............................   50
Section 12.08.  Effect of Headings and Table of Contents..................   50
Section 12.09.  Successors and Assigns....................................   50
Section 12.10.  Benefits of Agreement.....................................   50
Section 12.11.  Legal Holidays............................................   51
Section 12.12.  Counterparts..............................................   51
Section 12.13.  Communication by Certificateholders with Other
                Certificateholders........................................   51
Section 12.14.  Intention of Parties......................................   51


                                    EXHIBITS

Exhibit A       Form of Certificate



<PAGE>


Reconciliation  and  tie  between   Continental   Airlines  Pass  Through  Trust
Agreement,  dated as of [ ],  1997 and the  Trust  Indenture  Act of 1939.  This
reconciliation does not constitute part of the Pass Through Trust Agreement.


<TABLE>
<CAPTION>

          Trust Indenture Act                             Pass Through Trust
            of 1939 Section                                Agreement Section
          -------------------                             ------------------
             <S>                                               <C>    
             310(a)(1)                                         7.07
                (a)(2)                                         7.07
             312(a)                                            3.05; 8.01; 8.02
             313(a)                                            7.07
             314(a)                                            8.04(a) - (c)
                (a)(4)                                         8.04(d)
                (c)(1)                                         1.02
                (c)(2)                                         1.02
                (d)(1)                                         7.13; 11.01
                (d)(2)                                         7.13; 11.01
                (d)(3)                                         2.01
                (e)                                            1.02
             315(b)                                            7.02
             316(a)(last sentence)                             1.01(c)
                (a)(1)(A)                                      6.04
                (a)(1)(B)                                      6.05
                (b)                                            6.06
                (c)                                            1.04(d)
             317(a)(1)                                         6.03
                (b)                                            7.13
             318(a)                                            12.05

</TABLE>


<PAGE>

                          PASS THROUGH TRUST AGREEMENT


         This PASS THROUGH TRUST AGREEMENT, dated as of [                ], 1997
(the  "BASIC  AGREEMENT"),   between  CONTINENTAL  AIRLINES,  INC.,  a  Delaware
corporation  (the  "COMPANY"),  and WILMINGTON  TRUST COMPANY,  a Delaware trust
company,  as Trustee, is made with respect to the formation from time to time of
separate Continental Airlines Pass Through Trusts, and the issuance from time to
time of separate  series of Pass Through  Certificates  representing  fractional
undivided interests in the respective Trusts.

                                   WITNESSETH:

         WHEREAS,  from time to time, the Company and the Trustee may enter into
a Trust Supplement (this and certain other defined terms used herein are defined
in Section  1.01)  pursuant to which the Trustee shall declare the creation of a
separate Trust for the benefit of the Holders of the series of  Certificates  to
be issued in respect of such Trust,  and the initial Holders of the Certificates
of such series,  as the grantors of such Trust, by their respective  acceptances
of the  Certificates  of such  series,  shall join in the creation of such Trust
with the Trustee;

         WHEREAS,  all  Certificates  to be issued in respect  of each  separate
Trust will be issued as a  separate  series  pursuant  to this  Agreement,  will
evidence  fractional  undivided interests in such Trust and will have no rights,
benefits or  interests  in respect of any other  separate  Trust or the property
held therein, subject, however, to the provisions of any Intercreditor Agreement
to which one or more Trusts may be a party;

         WHEREAS,  from time to time,  pursuant to the terms and  conditions  of
this Agreement with respect to each separate Trust formed hereunder, the Trustee
on behalf of such Trust shall  purchase  one or more issues of  Equipment  Notes
having the same  interest rate as, and final  maturity  dates not later than the
final Regular Distribution Date of, the series of Certificates issued in respect
of such Trust and, subject to the terms of any related Intercreditor  Agreement,
shall   hold   such   Equipment   Notes  in  trust  for  the   benefit   of  the
Certificateholders of such Trust;

         WHEREAS, to facilitate the sale of Equipment Notes to, and the purchase
of Equipment  Notes by, the Trustee on behalf of each Trust created from time to
time pursuant to this  Agreement,  the Company as the "ISSUER",  as such term is
defined in and solely for purposes of the Securities Act of 1933, as amended, of
the Certificates to be issued in respect of each Trust and as the "OBLIGOR",  as
such term is defined in and solely for  purposes of the Trust  Indenture  Act of
1939, as amended,  has duly  authorized the execution and delivery of this Basic
Agreement and each Trust Supplement with respect to all such Certificates and is
undertaking to perform certain  administrative  and ministerial duties hereunder
and is also undertaking to pay the fees and expenses of the Trustee; and

         WHEREAS,  this Basic Agreement,  as supplemented  from time to time, is
subject to the  provisions of the Trust  Indenture Act of 1939, as amended,  and
shall, to the extent applicable, be governed by such provisions;


<PAGE>

         NOW,  THEREFORE,  in  consideration  of the  mutual  agreements  herein
contained, and of other good and valuable consideration the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01.  DEFINITIONS.  For all purposes of this Basic  Agreement,
except as otherwise expressly provided or unless the context otherwise requires:

         (1) the terms used herein  that are defined in this  Article I have the
     meanings assigned to them in this Article I, and include the plural as well
     as the singular;

         (2) all  other  terms  used  herein  which  are  defined  in the  Trust
     Indenture Act,  either  directly or by reference  therein,  or by the rules
     promulgated  under the Trust  Indenture Act, have the meanings  assigned to
     them therein;

         (3) all  references in this Basic  Agreement to designated  "ARTICLES",
     "SECTIONS",  "SUBSECTIONS"  and other  subdivisions  are to the  designated
     Articles,  Sections,  Subsections  and  other  subdivisions  of this  Basic
     Agreement;

         (4) the words  "HEREIN",  "HEREOF" and  "HEREUNDER"  and other words of
     similar  import  refer to this  Basic  Agreement  as a whole and not to any
     particular Article, Section, Subsection or other subdivision;

         (5)  unless  the  context  otherwise   requires,   whenever  the  words
     "INCLUDING", "INCLUDE" or "INCLUDES" are used herein, it shall be deemed to
     be followed by the phrase "WITHOUT LIMITATION"; and

         (6) the term  "THIS  AGREEMENT"  (as  distinguished  from  "THIS  BASIC
     AGREEMENT") refers,  unless the context otherwise  requires,  to this Basic
     Agreement as  supplemented  by the Trust  Supplement  creating a particular
     Trust and establishing the series of Certificates issued or to be issued in
     respect  thereof,   with  reference  to  such  Trust  and  such  series  of
     Certificates,  as this Basic  Agreement as so  supplemented  may be further
     supplemented with respect to such Trust and such series of Certificates.

         ACT: Has the meaning, with respect to any Certificateholder,  specified
     in Section 1.04(a).

         AFFILIATE:  Means,  with  respect to any  specified  Person,  any other
     Person directly or indirectly  controlling or controlled by or under direct
     or indirect  common  control  with such  Person;  PROVIDED,  HOWEVER,  that
     neither America West Airlines,  Inc. nor any of its  subsidiaries  shall be
     deemed to be an "AFFILIATE" of the Company for purposes of this  Agreement.
     For the purposes of this definition,  "CONTROL",  when used with respect to
     any specified Person,  means the power,  directly or indirectly,  to direct


<PAGE>

     the management and policies of such Person,  whether  through the ownership
     of  voting   securities  or  by  contract  or  otherwise,   and  the  terms
     "CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

         AIRCRAFT: Means one or more aircraft, including engines therefor, owned
     by or leased to the Company and securing one or more Equipment Notes.

         AUTHORIZED  AGENT:  Means,  with  respect  to the  Certificates  of any
     series, any Paying Agent or Registrar for the Certificates of such series.

         BASIC AGREEMENT:  Means this Pass Through Trust Agreement,  as the same
     may from time to time be  supplemented,  amended or modified,  but does not
     include any Trust Supplement.

         BOOK-ENTRY CERTIFICATES: Means, with respect to the Certificates of any
     series, a beneficial interest in the Certificates of such series, ownership
     and  transfers  of which shall be made through book entries as described in
     Section 3.05.

         BUSINESS DAY:  Means,  with respect to the  Certificates of any series,
     any day other than a Saturday,  a Sunday or a day on which commercial banks
     are required or authorized to close in Houston,  Texas, New York, New York,
     or, so long as any Certificate of such series is outstanding,  the city and
     state in which the  Trustee  or any  related  Loan  Trustee  maintains  its
     Corporate Trust Office or receives and disburses funds.

         CERTIFICATE:   Means  any  one  of  the   certificates   executed   and
     authenticated  by the  Trustee,  substantially  in the  form of  Exhibit  A
     hereto.

         CERTIFICATE  ACCOUNT:  Means,  with respect to the  Certificates of any
     series,  the account or accounts  created  and  maintained  for such series
     pursuant to Section 4.01(a) and the related Trust Supplement.

         CERTIFICATEHOLDER OR HOLDER: Means, with respect to the Certificates of
     any  series,  the  Person in whose  name a  Certificate  of such  series is
     registered in the Register for Certificates of such series.

         CERTIFICATE  OWNER:  Means,  with  respect to the  Certificates  of any
     series,  for  purposes of Section  3.05,  the Person who owns a  Book-Entry
     Certificate of such series.

         CLEARING  AGENCY:  Means  an  organization  registered  as a  "clearing
     agency" pursuant to Section 17A of the Securities  Exchange Act of 1934, as
     amended.

         CLEARING  AGENCY  PARTICIPANT:  Means a  broker,  dealer,  bank,  other
     financial institution or other Person for whom from time to time a Clearing
     Agency effects, directly or indirectly, book-entry transfers and pledges of
     securities deposited with the Clearing Agency.


<PAGE>

         COMPANY: Means Continental Airlines,  Inc., a Delaware corporation,  or
     its successor in interest pursuant to Section 5.02, or (only in the context
     of provisions  hereof, if any, when such reference is required for purposes
     of compliance with the Trust Indenture Act) any other "obligor" (within the
     meaning of the Trust Indenture Act) with respect to the Certificates of any
     series.

         CONTROLLING PARTY: Means the Person entitled to act as such pursuant to
     the terms of any Intercreditor Agreement.

         CORPORATE TRUST OFFICE:  Means, with respect to the Trustee or any Loan
     Trustee,  the office of such trustee in the city at which at any particular
     time its corporate trust business shall be principally administered.

         CUT-OFF DATE:  Means,  with respect to the  Certificates of any series,
     the date  designated  as such in the  Trust  Supplement  establishing  such
     series.

         DEFINITIVE   CERTIFICATES:   Has  the  meaning,  with  respect  to  the
     Certificates of any series, specified in Section 3.05.

         DIRECTION: Has the meaning specified in Section 1.04(a).

         EQUIPMENT NOTES: Means, with respect to the Certificates of any series,
     all of the  equipment  notes  issued under the  Indentures  related to such
     series of Certificates.

         ERISA:  Means the Employee  Retirement  Income Security Act of 1974, as
     amended from time to time, or any successor federal statute.

         ESCROW ACCOUNT:  Has the meaning,  with respect to the  Certificates of
     any series, specified in Section 2.02(b).

         ESCROWED FUNDS: Has the meaning,  with respect to any Trust,  specified
     in Section 2.02(b).

         EVENT OF DEFAULT: Means, in respect of any Trust, an Indenture Event of
     Default under any Indenture  pursuant to which Equipment Notes held by such
     Trust were issued.

         FRACTIONAL UNDIVIDED INTEREST:  Means the fractional undivided interest
     in a Trust that is evidenced by a Certificate relating to such Trust.

         INDENTURE:  Means,  with respect to any Trust,  each of the one or more
     separate  trust  indenture and security  agreements or trust  indenture and
     mortgages or similar documents  described in, or on a schedule attached to,
     the Trust Supplement and an indenture having  substantially  the same terms
     and  conditions  which  relates  to a  Substitute  Aircraft,  as each  such
     indenture may be amended or  supplemented in accordance with its respective
     terms; and "INDENTURES" means all of such agreements.


<PAGE>

         INDENTURE EVENT OF DEFAULT:  Means, with respect to any Indenture,  any
     Indenture Event of Default (as such term is defined in such Indenture).

         INITIAL  REGULAR   DISTRIBUTION   DATE:  Means,  with  respect  to  the
     Certificates of any series, the first Regular  Distribution Date on which a
     Scheduled Payment is to be made.

         INTERCREDITOR AGREEMENT:  Means any agreement by and among the Trustee,
     as  trustee  hereunder  with  respect  to one or more  Trusts,  one or more
     Liquidity  Providers  and a  Subordination  Agent  providing,  among  other
     things, for the distribution of payments made in respect of Equipment Notes
     held by such Trusts.

         ISSUANCE DATE:  Means,  with respect to the Certificates of any series,
     the date of the issuance of such Certificates.

         LEASE: Means any lease between an Owner Trustee, as the lessor, and the
     Company, as the lessee, referred to in the related Indenture, as such lease
     may be amended,  supplemented or otherwise  modified in accordance with its
     terms; and "LEASES" means all such Leases.

         LETTER OF  REPRESENTATIONS:  Means, with respect to the Certificates of
     any series,  an agreement  among the  Company,  the Trustee and the initial
     Clearing Agency.

         LIQUIDITY  FACILITY:  Means,  with respect to the  Certificates  of any
     series,  any  revolving  credit  agreement,  letter of  credit  or  similar
     facility  relating to the  Certificates  of such  series  between a bank or
     other  financial   institution  and  a  Subordination  Agent,  as  amended,
     replaced,   supplemented  or  otherwise  modified  from  time  to  time  in
     accordance with its terms and the terms of any Intercreditor Agreement.

         LIQUIDITY  PROVIDER:  Means,  with respect to the  Certificates  of any
     series,  a bank or other  financial  institution  that  agrees to provide a
     Liquidity  Facility for the benefit of the holders of  Certificates of such
     series.

         LOAN  TRUSTEE:  Means,  with  respect  to  any  Equipment  Note  or the
     Indenture  applicable thereto, the bank or trust company designated as loan
     or indenture  trustee under such Indenture,  and any successor to such Loan
     Trustee as such trustee; and "LOAN TRUSTEES" means all of the Loan Trustees
     under the Indentures.

         NOTE DOCUMENTS:  Means, with respect to the Certificates of any series,
     the Equipment Notes with respect to such  Certificates and, with respect to
     such Equipment Notes, the related  Indenture,  Note Purchase Agreement and,
     if the related Aircraft is leased to the Company, the related Lease and the
     related Owner Trustee's Purchase Agreement.

         NOTE PURCHASE AGREEMENT: Means, with respect to the Certificates of any
     series,  any note purchase,  refunding,  participation or similar agreement


<PAGE>

     providing for, among other things,  the purchase of Equipment  Notes by the
     Trustee on behalf of the relevant  Trust;  and "NOTE  PURCHASE  AGREEMENTS"
     means all such agreements.

         OFFICER'S  CERTIFICATE:  Means a certificate signed, (a) in the case of
     the Company,  by the Chairman or Vice  Chairman of the Board of  Directors,
     the President,  any Vice President or the Treasurer of the Company, signing
     alone,  or (b) in the case of the  Trustee  or an Owner  Trustee  or a Loan
     Trustee, a Responsible Officer of the Trustee or such Owner Trustee or such
     Loan Trustee, as the case may be.

         OPINION OF COUNSEL: Means a written opinion of legal counsel who (a) in
     the case of counsel  for the  Company  may be (i)a  senior  attorney of the
     Company  one of whose  principal  duties is  furnishing  advice as to legal
     matters,  (ii)  Hughes  Hubbard  & Reed LLP or  (iii)  such  other  counsel
     designated by the Company and reasonably  acceptable to the Trustee and (b)
     in the case of any Owner Trustee or any Loan  Trustee,  may be such counsel
     as may be  designated  by any of them  whether  or not such  counsel  is an
     employee  of any of them,  and who shall be  reasonably  acceptable  to the
     Trustee.

         OTHER AGREEMENTS: Has the meaning specified in Section 6.01(b).

         OUTSTANDING:  When used with  respect to  Certificates  of any  series,
     means,  as of the date of  determination,  all  Certificates of such series
     theretofore authenticated and delivered under this Agreement, except:

                (i) Certificates of such  series  theretofore  cancelled  by the
         Registrar   or  delivered   to  the  Trustee  or  the   Registrar   for
         cancellation;

               (ii) All of the Certificates  of such series if money in the full
         amount  required to make the final  distribution  with  respect to such
         series pursuant to Section 11.01 hereof has been theretofore  deposited
         with the Trustee in trust for the Holders of the  Certificates  of such
         series as provided in Section 4.01 pending  distribution  of such money
         to  such   Certificateholders   pursuant   to  payment  of  such  final
         distribution payment; and

              (iii) Certificates  of  such series in exchange  for or in lieu of
         which other  Certificates  of such series have been  authenticated  and
         delivered pursuant to this Agreement.

         OWNER  PARTICIPANT:  Means,  with respect to any  Equipment  Note,  the
     "Owner  Participant",  if any, as referred to in the Indenture  pursuant to
     which such Equipment  Note is issued and any permitted  successor or assign
     of  such  Owner  Participant;  and  "OWNER  PARTICIPANTS"  at any  time  of
     determination  means all of the Owner  Participants thus referred to in the
     Indentures.

         OWNER TRUSTEE:  Means,  with respect to any Equipment  Note, the "Owner
     Trustee",  if any, as referred to in the  Indenture  pursuant to which such


<PAGE>

     Equipment  Note is issued,  not in its  individual  capacity  but solely as
     trustee;  and "OWNER TRUSTEES" means all of the Owner Trustees party to any
     of the related Indentures.

         OWNER TRUSTEE'S PURCHASE  AGREEMENT:  Has the meaning,  with respect to
     the  Certificates  of any series if the  related  Aircraft is leased to the
     Company, specified therefor in the related Lease.

         PAYING AGENT:  Means,  with respect to the  Certificates of any series,
     the paying agent  maintained  and  appointed for the  Certificates  of such
     series pursuant to Section 7.12.

         PERMITTED  INVESTMENTS:  Means  obligations  of the  United  States  of
     America or agencies or  instrumentalities  thereof for the payment of which
     the full  faith and credit of the  United  States of  America  is  pledged,
     maturing in not more than 60 days after the date of acquisition  thereof or
     such  lesser  time as is  required  for  the  distribution  of any  Special
     Payments on a Special Distribution Date.

         PERSON:  Means  any  person,  including  any  individual,  corporation,
     limited  liability  company,   partnership,   joint  venture,  association,
     joint-stock  company,  trust,  trustee,   unincorporated  organization,  or
     government or any agency or political subdivision thereof.

         POOL BALANCE:  Means, with respect to the Certificates of any series as
     of any date, (i) the original  aggregate face amount of the Certificates of
     any series less (ii) the  aggregate  amount of all payments made in respect
     of such  Certificates  other than  payments  made in respect of interest or
     premium  thereon or  reimbursement  of any costs or  expenses  incurred  in
     connection therewith. The Pool Balance as of any Distribution Date shall be
     computed  after giving effect to the payment of  principal,  if any, on the
     Equipment  Notes  or  other  Trust  Property  held  in the  Trust  and  the
     distribution thereof to be made on such Distribution Date.

         POOL FACTOR:  Means,  with respect to any series of  Certificates as of
     any date, the quotient  (rounded to the seventh  decimal place) computed by
     dividing  (i) the Pool  Balance of such  series as at such date by (ii) the
     original aggregate face amount of the Certificates of such series. The Pool
     Factor as of any Distribution Date shall be computed after giving effect to
     the payment of  principal,  if any, on the  Equipment  Notes or other Trust
     Property held in the Trust and the distribution  thereof to be made on such
     Distribution Date.

         POSTPONED NOTES: Means, with respect to any Trust or the related series
     of Certificates, the Equipment Notes to be held in such Trust as to which a
     Postponement Notice shall have been delivered pursuant to Section 2.02(b).

         POSTPONEMENT  NOTICE:  Means,  with respect to any Trust or the related
     series of Certificates,  an Officer's  Certificate of the Company signed by
     an officer of the  Company  (1)  requesting  that the  Trustee  temporarily


<PAGE>

     postpone  purchase of the related  Equipment Notes to a date later than the
     Issuance Date of such series of Certificates, (2) identifying the amount of
     the purchase price of each such  Equipment Note and the aggregate  purchase
     price for all such Equipment  Notes, (3) setting forth the reasons for such
     postponement  and (4) with respect to each such Equipment Note,  either (a)
     setting or resetting a new Transfer Date (which shall be on or prior to the
     applicable  Cut-off Date) for payment by the Trustee of such purchase price
     and issuance of the related  Equipment  Note (subject to subsequent  change
     from time to time in accordance with the relevant Note Purchase Agreement),
     or (b)  indicating  that such new Transfer Date (which shall be on or prior
     to the  applicable  Cut-off Date) will be set by subsequent  written notice
     not less than one Business Day prior to such new Transfer  Date (subject to
     subsequent  change from time to time in  accordance  with the relevant Note
     Purchase Agreement).

         POTENTIAL   PURCHASER:   Has  the   meaning,   with   respect   to  any
     Certificateholder, specified in Section 6.01(b).

         PTC EVENT OF DEFAULT:  Means,  with respect to the  Certificates of any
     series,  any  failure  to pay  within  ten  Business  Days of the due  date
     thereof: (i) the outstanding Pool Balance of such series of Certificates on
     the  date  specified  in any  Trust  Supplement  for such  payment  or (ii)
     interest due on the  Certificates of such series on any  Distribution  Date
     (unless the related Subordination Agent shall have made an Interest Drawing
     or  Drawings  (as  defined in the related  Intercreditor  Agreement),  or a
     withdrawal or withdrawals  pursuant to a cash collateral account under such
     Intercreditor  Agreement,  with  respect  thereto  in an  aggregate  amount
     sufficient to pay such interest and shall have  distributed  such amount to
     the Trustee).

         PURCHASING  CERTIFICATEHOLDER:  Has the  meaning,  with  respect to any
     Certificateholder, specified in Section 6.01(b).

         RECORD DATE:  Means, with respect to any Trust or the related series of
     Certificates,  (i) for Scheduled  Payments to be distributed on any Regular
     Distribution  Date, other than the final  distribution with respect to such
     series, the 15th day (whether or not a Business Day) preceding such Regular
     Distribution  Date, and (ii) for Special  Payments to be distributed on any
     Special  Distribution  Date, other than the final distribution with respect
     to such series, the 15th day (whether or not a Business Day) preceding such
     Special Distribution Date.

         REGISTER and REGISTRAR: Means, each with respect to the Certificates of
     any series, the register maintained and the registrar appointed pursuant to
     Sections 3.04 and 7.12.

         REGULAR  DISTRIBUTION  DATE:  Means,  with respect to  distributions of
     Scheduled  Payments  in respect of any  series of  Certificates,  each date
     designated  as such in this  Agreement,  until payment of all the Scheduled
     Payments to be made under the  Equipment  Notes held in the Trust have been
     made.


<PAGE>

         REQUEST:  Means a request  by the  Company  setting  forth the  subject
     matter  of the  request  accompanied  by an  Officer's  Certificate  and an
     Opinion of Counsel as provided in Section 1.02 of this Basic Agreement.

         RESPONSIBLE  OFFICER:  Means,  with  respect to any  Trustee,  any Loan
     Trustee  and  any  Owner  Trustee,  any  officer  in  the  Corporate  Trust
     Department  of the  Trustee,  Loan  Trustee  or Owner  Trustee or any other
     officer customarily  performing functions similar to those performed by the
     persons who at the time shall be such  officers,  respectively,  or to whom
     any  corporate  trust  matter is referred  because of his  knowledge of and
     familiarity with a particular subject.

         RESPONSIBLE  PARTY:  Means,  with  respect to the  Certificates  of any
     series, the person designated as such in the related Trust Supplement.

         SCHEDULED  PAYMENT:  Means, with respect to any Equipment Note, (i) any
     payment of  principal  or interest on such  Equipment  Note (other than any
     such  payment  which  is  not  in  fact  received  by  the  Trustee  or any
     Subordination  Agent  within five days of the date on which such payment is
     scheduled  to be made) or (ii) any payment of interest on the  Certificates
     of any series  with  funds  drawn  under the  Liquidity  Facility  for such
     series,  which  payment  represents  the  installment  of principal on such
     Equipment Note at the stated maturity of such  installment,  the payment of
     regularly scheduled interest accrued on the unpaid principal amount of such
     Equipment Note, or both; PROVIDED,  HOWEVER, that any payment of principal,
     premium,  if any, or interest  resulting from the redemption or purchase of
     any Equipment Note shall not constitute a Scheduled Payment.

         SEC: Means the Securities and Exchange Commission, as from time to time
     constituted  or  created  under the  Securities  Exchange  Act of 1934,  as
     amended,  or, if at any time after the  execution of this  instrument  such
     Commission  is not  existing and  performing  the duties now assigned to it
     under the Trust Indenture Act, then the body performing such duties on such
     date.

         SELLING  CERTIFICATEHOLDER:  Has  the  meaning,  with  respect  to  any
     Certificateholder, specified in Section 6.01(b).

         SPECIAL  DISTRIBUTION  DATE: Means, with respect to the Certificates of
     any series,  each date on which a Special  Payment is to be  distributed as
     specified in this Agreement.

         SPECIAL PAYMENT: Means (i) any payment (other than a Scheduled Payment)
     in respect of, or any proceeds of, any  Equipment  Note or Trust  Indenture
     Estate (as  defined in each  Indenture),  (ii) the  amounts  required to be
     distributed  pursuant to the last paragraph of Section 2.02(b) or (iii) the
     amounts required to be distributed pursuant to the penultimate paragraph of
     Section 2.02(b).


<PAGE>

         SPECIAL PAYMENTS  ACCOUNT:  Means,  with respect to the Certificates of
     any series,  the account or accounts created and maintained for such series
     pursuant to Section 4.01(b) and the related Trust Supplement.

         SPECIFIED  INVESTMENTS:  Means,  with  respect  to  any  Trust,  unless
     otherwise specified in the related Trust Supplement, (i) obligations of, or
     guaranteed by, the United States Government or agencies thereof,  (ii) open
     market commercial paper of any corporation  incorporated  under the laws of
     the United States of America or any state thereof rated at least P-2 or its
     equivalent  by  Moody's  Investors  Service,  Inc.  or at least  A-2 or its
     equivalent  by  Standard  & Poor's  Ratings  Services,  a  division  of The
     McGraw-Hill  Companies,  Inc.,  (iii)  certificates  of  deposit  issued by
     commercial  banks  organized  under the laws of the United States or of any
     political  subdivision  thereof  having a combined  capital  and surplus in
     excess of $100,000,000 which banks or their holding companies have a rating
     of A or its  equivalent by Moody's  Investors  Service,  Inc. or Standard &
     Poor's Ratings  Services,  a division of The McGraw-Hill  Companies,  Inc.;
     PROVIDED, HOWEVER, that the aggregate amount at any one time so invested in
     certificates  of deposit issued by any one bank shall not exceed 5% of such
     bank's  capital  and  surplus,   (iv)  U.S.   dollar-denominated   offshore
     certificates  of deposit  issued by, or offshore  time deposits  with,  any
     commercial  bank described in clause (iii) above or any subsidiary  thereof
     and  (v)  repurchase  agreements  with  any  financial  institution  having
     combined  capital  and  surplus  of at least  $100,000,000  with any of the
     obligations  described  in clauses  (i) through  (iv) above as  collateral;
     PROVIDED FURTHER that if all of the above investments are unavailable,  the
     entire amounts to be invested may be used to purchase federal funds from an
     entity described in clause (iii) above.

         SUBORDINATION   AGENT:  Has  the  meaning  specified  therefor  in  any
     Intercreditor Agreement.

         SUBSTITUTE AIRCRAFT:  Means, with respect to any Trust, any Aircraft of
     a type  specified  in this  Agreement  and, at the election of the Company,
     substituted  prior to the applicable  Cut-off Date, if any, pursuant to the
     terms of this Agreement.

         TRANSFER  DATE:  Has the  meaning  assigned  to that term or any of the
     terms "Delivery Date",  "Funding Date" or "Closing Date" in a Note Purchase
     Agreement,  and in any event  refers to any such date as it may be  changed
     from  time to time in  accordance  with  the  terms of such  Note  Purchase
     Agreement.

         TRIGGERING   EVENT:   Has  the  meaning   specified   therefor  in  any
     Intercreditor Agreement.

         TRUST: Means, with respect to the Certificates of any series, the trust
     under this Agreement.

         TRUSTEE:  Means Wilmington Trust Company, or its successor in interest,
     and any successor or other trustee appointed as provided herein.


<PAGE>

         TRUST  INDENTURE  ACT:  Except as otherwise  provided in Section  9.06,
     means,  with  respect to any  particular  Trust,  the United  States  Trust
     Indenture  Act of 1939,  as in force  at the date as of which  the  related
     Trust Supplement was executed.

         TRUST PROPERTY:  Means,  with respect to any Trust,  (i) subject to any
     related Intercreditor  Agreement,  the Equipment Notes held as the property
     of such Trust,  all monies at any time paid  thereon and all monies due and
     to become due  thereunder,  (ii) funds from time to time  deposited  in the
     related Escrow  Account,  the related  Certificate  Account and the related
     Special  Payments  Account  and,  subject  to  the  related   Intercreditor
     Agreement, any proceeds from the sale by the Trustee pursuant to Article VI
     hereof of any such Equipment  Note,  (iii) all rights of such Trust and the
     Trustee,  on  behalf  of the  Trust,  under  any  Intercreditor  Agreement,
     including,  without  limitation,  all monies  receivable in respect of such
     rights,  and (iv) all monies  receivable  under any Liquidity  Facility for
     such Trust.

         TRUST SUPPLEMENT:  Means an agreement  supplemental  hereto pursuant to
     which (i) a separate Trust is created for the benefit of the Holders of the
     Certificates  of a series,  (ii) the issuance of the  Certificates  of such
     series  representing  fractional  undivided  interests  in  such  Trust  is
     authorized  and (iii)  the terms of the  Certificates  of such  series  are
     established.

         Section  1.02.   COMPLIANCE   CERTIFICATES   AND  OPINIONS.   Upon  any
application or request by the Company,  any Owner Trustee or any Loan Trustee to
the Trustee to take any action under any  provision of this Basic  Agreement or,
in respect of the Certificates of any series, this Agreement,  the Company, such
Owner  Trustee or such Loan  Trustee,  as the case may be, shall  furnish to the
Trustee  (i) an  Officer's  Certificate  stating  that,  in the  opinion  of the
signers, all conditions precedent,  if any, provided for in this Basic Agreement
or this  Agreement  relating to the proposed  action have been complied with and
(ii) an Opinion of Counsel  stating that in the opinion of such counsel all such
conditions  precedent,  if any, have been complied with, except that in the case
of any such  application or request as to which the furnishing of such documents
is  specifically  required  by any  provision  of this Basic  Agreement  or this
Agreement  relating to such  particular  application  or request,  no additional
certificate or opinion need be furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Basic Agreement or, in respect of the
Certificates of any series,  this Agreement  (other than a certificate  provided
pursuant to Section 8.04(d)) or any Trust Supplement shall include:

         (1) a  statement  that each  individual  signing  such  certificate  or
     opinion has read such  covenant or condition  and the  definitions  in this
     Basic Agreement or this Agreement relating thereto;

         (2) a brief  statement as to the nature and scope of the examination or
     investigation  upon which the  statements  or  opinions  contained  in such
     certificate or opinion are based;


<PAGE>

         (3) a statement  that, in the opinion of each such  individual,  he has
     made such  examination  or  investigation  as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with; and

         (4) a statement as to whether,  in the opinion of each such individual,
     such condition or covenant has been complied with.

         Section 1.03. FORM OF DOCUMENTS DELIVERED TO TRUSTEE. In any case where
several  matters are required to be  certified  by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or  covered by only one  document,  but one such  Person may  certify or give an
opinion  with  respect to some  matters and one or more other such Persons as to
other  matters  and any such  Person  may  certify or give an opinion as to such
matters in one or several documents.

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments under this Basic Agreement or, in respect of the Certificates of any
series,  this Agreement,  they may, but need not, be  consolidated  and form one
instrument.

         Section 1.04.  DIRECTIONS  OF  CERTIFICATEHOLDERS.  (a) Any  direction,
consent, request, demand, authorization, notice, waiver or other action provided
by this  Agreement in respect of the  Certificates  of any series to be given or
taken by  Certificateholders (a "DIRECTION") may be embodied in and evidenced by
one  or  more  instruments  of  substantially   similar  tenor  signed  by  such
Certificateholders  in person or by an agent or proxy duly appointed in writing;
and, except as herein  otherwise  expressly  provided,  such action shall become
effective when such  instrument or instruments are delivered to the Trustee and,
when it is hereby expressly required pursuant to this Agreement,  to the Company
or any Loan Trustee.  Such  instrument or instruments  (and the action  embodied
therein and evidenced  thereby) are herein sometimes referred to as the "ACT" of
the  Certificateholders  signing  such  instrument  or  instruments.   Proof  of
execution of any such  instrument or of a writing  appointing  any such agent or
proxy shall be sufficient for any purpose of this Trust Agreement and conclusive
in favor of the Trustee,  the Company and the related Loan  Trustee,  if made in
the manner provided in this Section 1.04.

         (b) The  fact  and  date of the  execution  by any  Person  of any such
instrument or writing may be proved by the  certificate  of any notary public or
other officer of any jurisdiction authorized to take acknowledgments of deeds or
administer oaths that the Person  executing such instrument  acknowledged to him
the execution  thereof,  or by an affidavit of a witness to such execution sworn
to before any such notary or such other officer,  and where such execution is by
an officer of a corporation  or  association  or a member of a  partnership,  on
behalf of such  corporation,  association or  partnership,  such  certificate or
affidavit shall also constitute sufficient proof of his authority.  The fact and
date of the execution of any such instrument or writing, or the authority of the
Person  executing the same,  may also be proved in any other  reasonable  manner
which the Trustee deems sufficient.


<PAGE>

         (c) In  determining  whether the  Certificateholders  of the  requisite
Fractional  Undivided  Interests of Certificates of any series  Outstanding have
given any Direction under this Agreement,  Certificates  owned by the Company or
any Affiliate  thereof shall be disregarded and deemed not to be Outstanding for
purposes of any such determination.  In determining whether the Trustee shall be
protected  in  relying  upon any such  Direction,  only  Certificates  which the
Trustee  knows  to be so  owned  shall be so  disregarded.  Notwithstanding  the
foregoing,  (i) if any such Person owns 100% of the  Certificates  of any series
Outstanding,  such  Certificates  shall not be so  disregarded,  and (ii) if any
amount  of  Certificates  of any  series so owned by any such  Person  have been
pledged in good faith, such Certificates shall not be disregarded if the pledgee
establishes  to the  satisfaction  of the Trustee the pledgee's  right so to act
with respect to such Certificates and that the pledgee is not the Company or any
Affiliate thereof.

         (d) The  Company  may,  at its  option,  by  delivery  of an  Officer's
Certificate   to  the   Trustee,   set  a   record   date   to   determine   the
Certificateholders  in respect of the  Certificates  of any series,  entitled to
give any Direction.  Notwithstanding  Section 316(c) of the Trust Indenture Act,
such  record  date  shall  be  the  record  date  specified  in  such  Officer's
Certificate,  which  shall be a date not more  than 30 days  prior to the  first
solicitation  of  Certificateholders  of the  applicable  series  in  connection
therewith. If such a record date is fixed, such Direction may be given before or
after  such  record  date,  but only the  Certificateholders  of  record  of the
applicable  series at the close of  business on such record date shall be deemed
to   be   Certificateholders   for   the   purposes   of   determining   whether
Certificateholders  of the requisite  proportion of Outstanding  Certificates of
such series have  authorized or agreed or consented to such  Direction,  and for
that purpose the  Outstanding  Certificates  shall be computed as of such record
date; provided,  however,  that no such Direction by the  Certificateholders  on
such  record date shall be deemed  effective  unless it shall  become  effective
pursuant to the  provisions of this Agreement not later than one year after such
record date.

         (e) Any  Direction  by the  Holder of any  Certificate  shall  bind the
Holder of every  Certificate  issued  upon the  transfer  thereof or in exchange
therefor or in lieu thereof,  whether or not notation of such  Direction is made
upon such Certificate.

         (f) Except as otherwise  provided in Section  1.04(c),  Certificates of
any  series  owned  by or  pledged  to  any  Person  shall  have  an  equal  and
proportionate   benefit  under  the  provisions  of  this   Agreement,   without
preference,  priority or  distinction as among all of the  Certificates  of such
series.

                                   ARTICLE II

                       ORIGINAL ISSUANCE OF CERTIFICATES:
                          ACQUISITION OF TRUST PROPERTY

         Section 2.01. AMOUNT UNLIMITED;  ISSUABLE IN SERIES.  (a) The aggregate
principal amount of Certificates  which may be authenticated and delivered under
this Basic Agreement is unlimited.  The  Certificates may be issued from time to
time in one or more  series  and  shall be  designated  generally  as the  "PASS
THROUGH  CERTIFICATES",  with such further designations added or incorporated in


<PAGE>

such title for the Certificates of each series as specified in the related Trust
Supplement.  Each  Certificate  shall  bear  upon its face  the  designation  so
selected for the series to which it belongs. All Certificates of the same series
shall be  substantially  identical  except that the Certificates of a series may
differ  as to  denomination  and as  may  otherwise  be  provided  in the  Trust
Supplement  establishing  the  Certificates  of  such  series.  Each  series  of
Certificates   issued  pursuant  to  this  Agreement  will  evidence  fractional
undivided  interests in the related Trust and, except as may be contained in any
Intercreditor  Agreement,  will have no rights, benefits or interests in respect
of any other Trust or the Trust Property held therein.  All  Certificates of the
same  series  shall be in all  respects  equally  and  ratably  entitled  to the
benefits  of this  Agreement  without  preference,  priority or  distinction  on
account of the  actual  time or times of  authentication  and  delivery,  all in
accordance with the terms and provisions of this Agreement.

         (b) The  following  matters  shall be  established  with respect to the
Certificates of each series issued hereunder by a Trust Supplement  executed and
delivered by and among the Company and the Trustee:

         (1) the  formation  of the Trust as to which the  Certificates  of such
     series represent  fractional undivided interests and its designation (which
     designation  shall  distinguish  such Trust from each other  Trust  created
     under this Basic Agreement and a Trust Supplement);

         (2) the specific title of the  Certificates of such series (which title
     shall distinguish the Certificates of such series from each other series of
     Certificates created under this Basic Agreement and a Trust Supplement);

         (3) any limit upon the aggregate  principal  amount of the Certificates
     of such series which may be authenticated  and delivered (which limit shall
     not pertain to Certificates  authenticated  and delivered upon registration
     of transfer of, or in exchange  for, or in lieu of, other  Certificates  of
     the series pursuant to Sections 3.03, 3.04 and 3.06);

         (4) the Cut-off Date with respect to the Certificates of such series;

         (5) the Regular  Distribution  Dates  applicable to the Certificates of
     such series;

         (6) the Special  Distribution  Dates  applicable to the Certificates of
     such series;

         (7) if other than as provided in Section 7.12(b),  the Registrar or the
     Paying  Agent  for  the   Certificates   of  such  series,   including  any
     Co-Registrar or additional Paying Agent;

         (8) if other than as provided in Section  3.02,  the  denominations  in
     which the Certificates of such series shall be issuable;

         (9) if other than United  States  dollars,  the currency or  currencies
     (including  currency units) in which the  Certificates of such series shall
     be denominated;


<PAGE>

         (10) the specific form of the  Certificates  of such series  (including
     the interest rate  applicable  thereto) and whether or not  Certificates of
     such  series  are to be  issued as  Book-Entry  Certificates  and,  if such
     Certificates  are to be  Book-Entry  Certificates,  the form of  Letter  of
     Representations, if any (or, in the case of any Certificates denominated in
     a currency  other than United States  dollars and if other than as provided
     in Section  3.05,  whether and the  circumstances  under  which  beneficial
     owners of  interests  in such  Certificates  in  permanent  global form may
     exchange such interests for  Certificates  of such series and of like tenor
     of any authorized form and denomination);

         (11) a description  of the  Equipment  Notes to be acquired and held in
     the related Trust and of the related Aircraft and Note Documents;

         (12) provisions with respect to the terms for which the definitions set
     forth in  Article I hereof or the terms of  Section  11.01  hereof  require
     further specification in the related Trust Supplement;

         (13) any restrictions (including legends) in respect of ERISA;

         (14) whether such series will be subject to an Intercreditor  Agreement
     and, if so, the specific designation of such Intercreditor Agreement;

         (15) whether such series will have the benefit of a Liquidity  Facility
     and, if so, the specific designation of such Liquidity Facility;

         (16)  whether  there will be a deposit  agreement  or other  comparable
     arrangement  prior to the delivery of one or more  Aircraft and, if so, any
     terms appropriate thereto; and

         (17) any other terms of the  Certificates  of such series  (which terms
     shall not be inconsistent  with the provisions of the Trust Indenture Act),
     including  any  terms  of the  Certificates  of such  series  which  may be
     required or advisable  under United States laws or regulations or advisable
     in connection with the marketing of Certificates of the series.

         (c) At any time and from time to time after the  execution and delivery
of this Basic Agreement and a Trust Supplement  forming a Trust and establishing
the terms of  Certificates  of a series,  Certificates  of such series  shall be
executed,  authenticated  and  delivered by the Trustee to the Person or Persons
specified by the Company upon  request of the Company and upon  satisfaction  or
waiver of any conditions precedent set forth in such Trust Supplement.

         Section 2.02.  ACQUISITION  OF EQUIPMENT  NOTES.  (a) Unless  otherwise
specified in the related Trust  Supplement,  on or prior to the Issuance Date of
the Certificates of a series,  the Trustee shall execute and deliver the related
Note Purchase Agreements in the form delivered to the Trustee by the Company and
shall,  subject to the respective terms thereof,  perform its obligations  under
such  Note  Purchase   Agreements.   The  Trustee  shall  issue  and  sell  such
Certificates,  in  authorized  denominations  and in such  Fractional  Undivided
Interests, so as to result in the receipt of consideration in an amount equal to


<PAGE>

the aggregate purchase price of the Equipment Notes contemplated to be purchased
by the Trustee  under the related Note  Purchase  Agreements  and,  concurrently
therewith,  the Trustee shall purchase,  pursuant to the terms and conditions of
the Note Purchase Agreements,  such Equipment Notes at a purchase price equal to
the amount of such  consideration  so  received.  Except as provided in Sections
3.03,  3.04 and 3.06  hereof,  the Trustee  shall not execute,  authenticate  or
deliver  Certificates of such series in excess of the aggregate amount specified
in this  paragraph.  The  provisions of this  Subsection  (a) are subject to the
provisions of Subsection (b) below.

         (b) If on or prior to the  Issuance  Date with  respect  to a series of
Certificates  the Company  shall  deliver to the Trustee a  Postponement  Notice
relating to one or more Postponed Notes, the Trustee shall postpone the purchase
of such  Postponed  Notes and shall  deposit into an escrow  account (as to such
Trust,  the "ESCROW  ACCOUNT") to be  maintained as part of the related Trust an
amount  equal to the  purchase  price of such  Postponed  Notes  (the  "ESCROWED
FUNDS").  The portion of the  Escrowed  Funds so  deposited  with respect to any
particular  Postponed  Notes  shall be  invested  by the  Trustee at the written
direction  and  risk  of,  and for the  benefit  of,  the  Responsible  Party in
Specified  Investments  (i) maturing no later than any  scheduled  Transfer Date
relating  to such  Postponed  Notes  or (ii) if no such  Transfer  Date has been
scheduled,  maturing on the next Business Day, or (iii) if the Company has given
notice to the Trustee that such Postponed Notes will not be issued,  maturing on
the  next  applicable  Special   Distribution  Date,  if  such  investments  are
reasonably  available for purchase.  The Trustee shall make withdrawals from the
Escrow Account only as provided in this  Agreement.  Upon request of the Company
on one  or  more  occasions  and  the  satisfaction  or  waiver  of the  closing
conditions  specified in the applicable Note Purchase  Agreements on or prior to
the related  Cut-off Date, the Trustee shall  purchase the applicable  Postponed
Notes with the Escrowed Funds  withdrawn from the Escrow  Account.  The purchase
price shall equal the principal amount of such Postponed Notes.

         The Trustee  shall hold all  Specified  Investments  until the maturity
thereof  and will not  sell or  otherwise  transfer  Specified  Investments.  If
Specified  Investments  held in an Escrow Account mature prior to any applicable
Transfer  Date,  any  proceeds  received  on  the  maturity  of  such  Specified
Investments (other than any earnings thereon) shall be reinvested by the Trustee
at the written  direction  and risk of, and for the benefit of, the  Responsible
Party in Specified Investments maturing as provided in the preceding paragraph.

         Any earnings on Specified Investments received from time to time by the
Trustee shall be promptly  distributed to the Responsible Party. The Responsible
Party shall pay to the Trustee for  deposit to the  relevant  Escrow  Account an
amount equal to any losses on such  Specified  Investments  as incurred.  On the
Initial Regular  Distribution Date in respect of the Certificates of any series,
the Responsible  Party will pay (in immediately  available funds) to the Trustee
an amount equal to the interest that would have accrued on any  Postponed  Notes
with respect to such Certificates,  if any, purchased after the Issuance Date if
such Postponed  Notes had been purchased on the Issuance Date, from the Issuance
Date to, but not including,  the date of the purchase of such Postponed Notes by
the Trustee.


<PAGE>

         If, in respect of the Certificates of any series,  the Company notifies
the  Trustee  prior to the  Cut-off  Date that any  Postponed  Notes will not be
issued  on or prior to the  Cut-off  Date for any  reason,  on the next  Special
Distribution  Date  for  such  Certificates  occurring  not  less  than  15 days
following the date of such notice,  (i) the  Responsible  Party shall pay to the
Trustee for deposit in the related  Special  Payments  Account,  in  immediately
available  funds, an amount equal to the interest that would have accrued on the
Postponed  Notes  designated in such notice at a rate equal to the interest rate
applicable to such  Certificates  from the Issuance Date to, but not  including,
such Special  Distribution  Date and (ii) the Trustee  shall  transfer an amount
equal to that amount of Escrowed Funds that would have been used to purchase the
Postponed Notes designated in such notice and the amount paid by the Responsible
Party pursuant to the  immediately  preceding  clause (i) to the related Special
Payments  Account for  distribution  as a Special Payment in accordance with the
provisions hereof.

         If,  on such  Cut-off  Date,  an  amount  equal to less than all of the
Escrowed  Funds  (other  than  Escrowed  Funds  referred  to in the  immediately
preceding paragraph) has been used to purchase Postponed Notes, on the next such
Special Distribution Date occurring not less than 15 days following such Cut-off
Date (i) the  Responsible  Party  shall pay to the  Trustee  for deposit in such
Special Payments Account, in immediately available funds, an amount equal to the
interest  that would have accrued on such  Postponed  Notes  contemplated  to be
purchased with such unused Escrowed Funds (other than Escrowed Funds referred to
in the immediately  preceding paragraph) but not so purchased at a rate equal to
the interest rate applicable to such Certificates from the Issuance Date to, but
not  including,  such  Special  Distribution  Date and (ii)  the  Trustee  shall
transfer such unused Escrowed Funds and the amount paid by the Responsible Party
pursuant  to the  immediately  preceding  clause  (i) to such  Special  Payments
Account for  distribution as a Special Payment in accordance with the provisions
hereof.

         Section 2.03.  ACCEPTANCE BY TRUSTEE.  The Trustee,  upon the execution
and delivery of a Trust Supplement creating a Trust and establishing a series of
Certificates,  shall acknowledge its acceptance of all right, title and interest
in and to the Trust Property to be acquired  pursuant to Section 2.02 hereof and
the related Note  Purchase  Agreements  and shall declare that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Certificateholders of such series, upon the trusts herein and in such
Trust Supplement set forth. By the acceptance of each Certificate of such series
issued to it under this Agreement, each initial Holder of such series as grantor
of such Trust shall thereby join in the creation and declaration of such Trust.

         Section  2.04.  LIMITATION OF POWERS.  Each Trust shall be  constituted
solely for the purpose of making the investment in the Equipment  Notes provided
for in the  related  Trust  Supplement,  and,  except as set forth  herein,  the
Trustee shall not be authorized or empowered to acquire any other investments or
engage in any other  activities  and, in  particular,  the Trustee  shall not be
authorized  or empowered  to do anything  that would cause such Trust to fail to
qualify as a "grantor  trust" for federal  income tax  purposes  (including,  as
subject  to  this  restriction,  acquiring  any  Aircraft  (as  defined  in  the
respective  Indentures) by bidding such Equipment Notes or otherwise,  or taking
any action with respect to any such Aircraft once acquired).


<PAGE>

                                   ARTICLE III

                                THE CERTIFICATES

         Section 3.01. FORM,  DENOMINATION  AND EXECUTION OF  CERTIFICATES.  The
Certificates  of each series  shall be issued in fully  registered  form without
coupons and shall be  substantially  in the form  attached  hereto as Exhibit A,
with  such  omissions,  variations  and  insertions  as are  permitted  by  this
Agreement,  and may have such letters,  numbers or other marks of identification
and such  legends or  endorsements  placed  thereon as may be required to comply
with the rules of any  securities  exchange  on which such  Certificates  may be
listed or to conform to any usage in respect  thereof,  or as may,  consistently
herewith,   be  determined  by  the  Trustee  or  the  officers  executing  such
Certificates, as evidenced by the Trustee's or respective officers' execution of
the Certificates.

         Except as provided in Section 3.05, the definitive Certificates of such
series  shall be typed,  printed,  lithographed  or  engraved or produced by any
combination of these methods or may be produced in any other manner permitted by
the rules of any securities  exchange on which the  Certificates  may be listed,
all as determined by the officers executing such  Certificates,  as evidenced by
their execution of such Certificates.

         Except as  otherwise  provided in the  related  Trust  Supplement,  the
Certificates of each series shall be issued in minimum  denominations  of $1,000
or integral  multiples thereof except that one Certificate of such series may be
issued in a different denomination.

         The  Certificates  of such  series  shall be  executed on behalf of the
Trustee  by  manual or  facsimile  signature  of a  Responsible  Officer  of the
Trustee. Certificates of any series bearing the manual or facsimile signature of
an individual who was, at the time when such  signature was affixed,  authorized
to sign on behalf of the Trustee shall be valid and binding  obligations  of the
Trustee,  notwithstanding  that such  individual  has ceased to be so authorized
prior to the  authentication  and delivery of such  Certificates or did not hold
such office at the date of such Certificates.

         Section 3.02. AUTHENTICATION OF CERTIFICATES. (a) On the Issuance Date,
the Trustee shall duly execute,  authenticate  and deliver  Certificates of each
series in  authorized  denominations  equalling in the  aggregate  the aggregate
principal  amount of the  Equipment  Notes that may be  purchased by the Trustee
pursuant to the related Note  Purchase  Agreements,  and  evidencing  the entire
ownership of the related  Trust.  Thereafter,  the Trustee  shall duly  execute,
authenticate and deliver the Certificates of such series as herein provided.

         (b) No Certificate of any series shall be entitled to any benefit under
this  Agreement,  or be valid for any  purpose,  unless  there  appears  on such
Certificate a certificate of authentication  substantially in the form set forth
in  Exhibit A hereto  executed  by the  Trustee  by manual  signature,  and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence,  that such  Certificate has been duly  authenticated  and
delivered  hereunder.  All Certificates of any series shall be dated the date of
their authentication.


<PAGE>

         Section 3.03. TEMPORARY CERTIFICATES. Until definitive Certificates are
ready  for  delivery,  the  Trustee  shall  execute,  authenticate  and  deliver
temporary  Certificates  of each series.  Temporary  Certificates of each series
shall be substantially in the form of definitive Certificates of such series but
may have insertions, substitutions, omissions and other variations determined to
be  appropriate  by the officers  executing the temporary  Certificates  of such
series,  as evidenced  by their  execution of such  temporary  Certificates.  If
temporary  Certificates  of any  series  are  issued,  the  Trustee  will  cause
definitive  Certificates  of such  series to be  prepared  without  unreasonable
delay.  After the  preparation of definitive  Certificates  of such series,  the
temporary  Certificates  shall be exchangeable for definitive  Certificates upon
surrender of such temporary  Certificates at the office or agency of the Trustee
designated  for such purpose  pursuant to Section  7.12,  without  charge to the
Certificateholder.  Upon surrender for cancellation of any one or more temporary
Certificates,  the Trustee shall execute,  authenticate  and deliver in exchange
therefor  a like face  amount of  definitive  Certificates  of like  series,  in
authorized  denominations and of a like Fractional Undivided Interest.  Until so
exchanged,  such temporary  Certificates  shall be entitled to the same benefits
under this Agreement as definitive Certificates.

         Section 3.04. TRANSFER AND EXCHANGE. The Trustee shall cause to be kept
at the office or agency to be maintained by it in accordance with the provisions
of Section 7.12 a register (the  "REGISTER")  for each series of Certificates in
which, subject to such reasonable  regulations as it may prescribe,  the Trustee
shall  provide  for the  registration  of  Certificates  of such  series  and of
transfers and exchanges of such  Certificates  as herein  provided.  The Trustee
shall  initially  be  the  registrar  (the   "REGISTRAR")  for  the  purpose  of
registering such Certificates of each series and transfers and exchanges of such
Certificates as herein provided.

         All  Certificates  issued upon any registration of transfer or exchange
of  Certificates  of any series  shall be valid  obligations  of the  applicable
Trust,  evidencing the same interest therein,  and entitled to the same benefits
under this Agreement,  as the Certificates of such series  surrendered upon such
registration of transfer or exchange.

         Upon surrender for  registration  of transfer of any Certificate at the
Corporate  Trust  Office or such  other  office or  agency,  the  Trustee  shall
execute,  authenticate and deliver, in the name of the designated  transferee or
transferees,  one or  more  new  Certificates  of  like  series,  in  authorized
denominations of a like aggregate Fractional Undivided Interest.

         At the option of a Certificateholder, Certificates may be exchanged for
other  Certificates of like series,  in authorized  denominations  and of a like
aggregate Fractional  Undivided Interest,  upon surrender of the Certificates to
be exchanged  at any such office or agency.  Whenever  any  Certificates  are so
surrendered for exchange,  the Trustee shall execute,  authenticate  and deliver
the Certificates that the  Certificateholder  making the exchange is entitled to
receive. Every Certificate presented or surrendered for registration of transfer
or exchange  shall be duly endorsed or  accompanied  by a written  instrument of
transfer in form  satisfactory to the Trustee and the Registrar duly executed by
the Certificateholder thereof or its attorney duly authorized in writing.


<PAGE>

         No  service  charge  shall  be  made  to a  Certificateholder  for  any
registration  of transfer or exchange  of  Certificates,  but the Trustee  shall
require payment of a sum sufficient to cover any tax or governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.  All
Certificates  surrendered  for  registration  of transfer  or exchange  shall be
cancelled and subsequently destroyed by the Trustee.


         Section  3.05.   BOOK-ENTRY  AND  DEFINITIVE   CERTIFICATES.   (a)  The
Certificates of any series may be issued in the form of one or more  typewritten
Certificates  representing  the Book-Entry  Certificates  of such series,  to be
delivered to The Depository Trust Company,  the initial Clearing Agency,  by, or
on behalf of,  the  Company.  In such  case,  the  Certificates  of such  series
delivered to The Depository  Trust Company shall  initially be registered on the
Register in the name of CEDE & Co., the nominee of the initial  Clearing Agency,
and no Certificate Owner will receive a definitive certificate representing such
Certificate  Owner's  interest in the  Certificates  of such  series,  except as
provided  above and in  Subsection  (d)  below.  As to the  Certificates  of any
series,  unless  and  until  definitive,   fully  registered  Certificates  (the
"DEFINITIVE CERTIFICATES") have been issued pursuant to Subsection (d) below:

          (i) the provisions  of this  Section  3.05  shall be in full force and
     effect;

         (ii) the Company,  the Paying Agent,  the Registrar and the Trustee may
     deal with the Clearing Agency  Participants for all purposes (including the
     making  of   distributions   on  the   Certificates)   as  the   authorized
     representatives of the Certificate Owners;

        (iii) to  the extent that the  provisions  of this Section 3.05 conflict
     with any other  provisions of this Agreement  (other than the provisions of
     any Trust Supplement  expressly  amending this Section 3.05 as permitted by
     this Basic Agreement), the provisions of this Section 3.05 shall control;

         (iv) the rights of  Certificate  Owners shall be exercised only through
     the Clearing  Agency and shall be limited to those  established  by law and
     agreements   between  such  Certificate  Owners  and  the  Clearing  Agency
     Participants;  and until  Definitive  Certificates  are issued  pursuant to
     Subsection (d) below,  the Clearing Agency will make  book-entry  transfers
     among  the   Clearing   Agency   Participants   and  receive  and  transmit
     distributions  of  principal,   interest  and  premium,   if  any,  on  the
     Certificates to such Clearing Agency Participants; and

          (v) whenever this  Agreement  requires or permits  actions to be taken
     based upon instructions or directions of  Certificateholders of such series
     holding  Certificates of such series  evidencing a specified  percentage of
     the  Fractional  Undivided  Interests  in the related  Trust,  the Clearing
     Agency shall be deemed to represent such percentage only to the extent that
     it  has  received   instructions   to  such  effect  from  Clearing  Agency
     Participants owning or representing, respectively, such required percentage
     of the beneficial interest in Certificates of such series and has delivered
     such  instructions to the Trustee.  The Trustee shall have no obligation to
     determine  whether  the  Clearing  Agency  has in fact  received  any  such
     instructions.


<PAGE>

         (b) Whenever notice or other communication to the Certificateholders of
such  series is  required  under this  Agreement,  unless  and until  Definitive
Certificates  shall have been  issued  pursuant  to  Subsection  (d) below,  the
Trustee shall give all such notices and  communications  specified  herein to be
given to Certificateholders of such series to the Clearing Agency.

         (c) Unless  and until  Definitive  Certificates  of a series are issued
pursuant to Subsection  (d) below,  on the Record Date prior to each  applicable
Regular  Distribution  Date and Special  Distribution  Date,  the  Trustee  will
request from the Clearing Agency a securities position listing setting forth the
names of all Clearing  Agency  Participants  reflected on the Clearing  Agency's
books as holding interests in the Certificates on such Record Date.

         (d) If with respect to the  Certificates  of any series (i) the Company
advises the Trustee in writing that the Clearing  Agency is no longer willing or
able to discharge properly its  responsibilities  and the Trustee or the Company
is unable to locate a  qualified  successor,  (ii) the  Company,  at its option,
advises the Trustee in writing that it elects to terminate the book-entry system
through  the  Clearing  Agency  or (iii)  after  the  occurrence  of an Event of
Default, Certificate Owners of Book-Entry Certificates of such series evidencing
Fractional Undivided Interests  aggregating not less than a majority in interest
in the related Trust, by Act of such Certificate Owners delivered to the Company
and the Trustee, advise the Company, the Trustee and the Clearing Agency through
the  Clearing  Agency  Participants  in  writing  that  the  continuation  of  a
book-entry  system through the Clearing Agency  Participants is no longer in the
best interests of the Certificate Owners of such series,  then the Trustee shall
notify all Certificate  Owners of such series,  through the Clearing Agency,  of
the  occurrence  of  any  such  event  and  of the  availability  of  Definitive
Certificates.  Upon  surrender  to the Trustee of all the  Certificates  of such
series held by the Clearing  Agency,  accompanied by  registration  instructions
from  the  Clearing   Agency   Participants   for   registration  of  Definitive
Certificates  in the names of  Certificate  Owners of such  series,  the Trustee
shall issue and deliver the Definitive Certificates of such series in accordance
with  the  instructions  of  the  Clearing  Agency.  Neither  the  Company,  the
Registrar,  the Paying  Agent nor the  Trustee  shall be liable for any delay in
delivery  of such  instructions  and may  conclusively  rely  on,  and  shall be
protected in relying on, such  registration  instructions.  Upon the issuance of
Definitive  Certificates of such series,  the Trustee shall recognize the Person
in whose name the  Definitive  Certificates  are  registered  in the Register as
Certificateholders  hereunder.  Neither the  Company  nor the  Trustee  shall be
liable if the Trustee or the  Company is unable to locate a qualified  successor
Clearing Agency.

         (e) Except as otherwise  provided in the related Trust Supplement,  the
Trustee shall enter into the applicable Letter of  Representations  with respect
to such series of Certificates and fulfill its responsibilities thereunder.

         (f) The provisions of this Section 3.05 may be made inapplicable to any
series  or may be  amended  with  respect  to any  series in the  related  Trust
Supplement.

         Section 3.06. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES. If (a)
any mutilated  Certificate is  surrendered  to the  Registrar,  or the Registrar


<PAGE>

receives  evidence to its satisfaction of the destruction,  loss or theft of any
Certificate,  and (b) there is delivered to the  Registrar  and the Trustee such
security,  indemnity  or bond,  as may be  required by them to save each of them
harmless,  then,  in the absence of notice to the  Registrar or the Trustee that
such  destroyed,  lost or stolen  Certificate  has been  acquired by a BONA FIDE
purchaser, and PROVIDED,  HOWEVER, that the requirements of Section 8-405 of the
Uniform  Commercial Code in effect in any applicable  jurisdiction  are met, the
Trustee shall execute,  authenticate and deliver,  in exchange for or in lieu of
any such mutilated,  destroyed, lost or stolen Certificate, a new Certificate or
Certificates of like series, in authorized  denominations and of like Fractional
Undivided Interest and bearing a number not contemporaneously outstanding.

         In  connection  with the  issuance  of any new  Certificate  under this
Section 3.06, the Trustee shall require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and
any other  expenses  (including  the fees and  expenses  of the  Trustee and the
Registrar) connected therewith.

         Any duplicate  Certificate  issued  pursuant to this Section 3.06 shall
constitute conclusive evidence of the appropriate  Fractional Undivided Interest
in the related Trust, as if originally  issued,  whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

         The  provisions of this Section 3.06 are  exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.

         Section 3.07.  PERSONS  DEEMED  OWNERS.  Prior to due  presentment of a
Certificate  for  registration of transfer,  the Trustee,  the Registrar and any
Paying Agent may treat the Person in whose name any  Certificate  is  registered
(as of the  day of  determination)  as the  owner  of such  Certificate  for the
purpose  of  receiving  distributions  pursuant  to Article IV and for all other
purposes whatsoever,  and none of the Trustee, the Registrar or any Paying Agent
shall be affected by any notice to the contrary.

         Section 3.08. CANCELLATION. All Certificates surrendered for payment or
transfer or exchange  shall,  if  surrendered to the Trustee or any agent of the
Trustee other than the Registrar, be delivered to the Registrar for cancellation
and shall promptly be cancelled by it. No Certificates shall be authenticated in
lieu of or in  exchange  for any  Certificates  cancelled  as  provided  in this
Section 3.08,  except as expressly  permitted by this  Agreement.  All cancelled
Certificates  held by the Registrar  shall be destroyed and a  certification  of
their destruction delivered to the Trustee.

         Section 3.09.  LIMITATION  OF LIABILITY FOR PAYMENTS.  All payments and
distributions  made  to  Certificateholders  of any  series  in  respect  of the
Certificates  of such series  shall be made only from the Trust  Property of the
related  Trust and only to the extent  that the  Trustee  shall have  sufficient
income or proceeds from such Trust  Property to make such payments in accordance
with the terms of Article IV of this Agreement.  Each Certificateholder,  by its
acceptance of a  Certificate,  agrees that it will look solely to the income and
proceeds  from the  Trust  Property  of the  related  Trust for any  payment  or


<PAGE>

distribution  due to  such  Certificateholder  pursuant  to the  terms  of  this
Agreement  and that it will not have any recourse to the  Company,  the Trustee,
the Loan  Trustees,  the Owner  Trustees  or the Owner  Participants,  except as
otherwise expressly provided herein or in the related Intercreditor Agreement.

         The Company is a party to this Agreement solely for purposes of meeting
the  requirements  of the Trust  Indenture Act, and therefore shall not have any
right, obligation or liability hereunder (except as otherwise expressly provided
herein).

                                   ARTICLE IV

                          DISTRIBUTIONS; STATEMENTS TO
                               CERTIFICATEHOLDERS

         Section 4.01. CERTIFICATE ACCOUNT AND SPECIAL PAYMENTS ACCOUNT. (a) The
Trustee shall establish and maintain on behalf of the Certificateholders of each
series a Certificate Account as one or more  non-interest-bearing  accounts. The
Trustee  shall hold such  Certificate  Account  in trust for the  benefit of the
Certificateholders  of  such  series,  and  shall  make  or  permit  withdrawals
therefrom  only as  provided  in this  Agreement.  On each day when a  Scheduled
Payment is made to the Trustee (under an Intercreditor Agreement, if applicable)
with  respect to the  Certificates  of such series,  the  Trustee,  upon receipt
thereof,  shall  immediately  deposit  the  aggregate  amount of such  Scheduled
Payment in such Certificate Account.

         (b)  The  Trustee  shall  establish  and  maintain  on  behalf  of  the
Certificateholders  of each  series a Special  Payments  Account  as one or more
accounts,  which  shall be  non-interest  bearing  except as provided in Section
4.04.  The  Trustee  shall hold the  Special  Payments  Account in trust for the
benefit  of the  Certificateholders  of such  series  and  shall  make or permit
withdrawals  therefrom only as provided in this Agreement.  On each day when one
or more  Special  Payments  are  made to the  Trustee  (under  an  Intercreditor
Agreement,  if applicable) with respect to the Certificates of such series,  the
Trustee, upon receipt thereof, shall immediately deposit the aggregate amount of
such Special Payments in such Special Payments Account.

         (c)  The  Trustee   shall  present  (or,  if   applicable,   cause  the
Subordination  Agent to present) to the related Loan  Trustee of each  Equipment
Note such  Equipment  Note on the date of its stated  final  maturity or, in the
case of any  Equipment  Note which is to be  redeemed  in whole  pursuant to the
related Indenture, on the applicable redemption date under such Indenture.

         Section  4.02.  DISTRIBUTIONS  FROM  CERTIFICATE  ACCOUNT  AND  SPECIAL
PAYMENTS ACCOUNT. (a) On each Regular Distribution Date with respect to a series
of Certificates  or as soon  thereafter as the Trustee has confirmed  receipt of
the payment of all or any part of the  Scheduled  Payments due on the  Equipment
Notes held (subject to the Intercreditor Agreement) in the related Trust on such
date, the Trustee shall distribute out of the applicable Certificate Account the
entire amount deposited  therein pursuant to Section 4.01(a).  There shall be so
distributed  to each  Certificateholder  of record of such  series on the Record
Date with respect to such Regular  Distribution  Date (other than as provided in


<PAGE>

Section  11.01  concerning  the  final  distribution)  by check  mailed  to such
Certificateholder,   at   the   address   appearing   in  the   Register,   such
Certificateholder's  pro rata share (based on the Fractional  Undivided Interest
in the  Trust  held  by  such  Certificateholder)  of the  total  amount  in the
applicable  Certificate  Account,  except  that,  with  respect to  Certificates
registered on the Record Date in the name of a Clearing Agency (or its nominee),
such distribution shall be made by wire transfer in immediately  available funds
to the account designated by such Clearing Agency (or such nominee).

         (b) On each  Special  Distribution  Date with  respect  to any  Special
Payment with respect to a series of  Certificates  or as soon  thereafter as the
Trustee has confirmed receipt of any Special Payments due on the Equipment Notes
held (subject to the  Intercreditor  Agreement) in the related Trust or realized
upon the sale of such Equipment  Notes,  the Trustee shall distribute out of the
applicable Special Payments Account the entire amount of such applicable Special
Payment  deposited  therein  pursuant  to  Section  4.01(b).  There  shall be so
distributed  to each  Certificateholder  of record of such  series on the Record
Date with respect to such Special  Distribution  Date (other than as provided in
Section  11.01  concerning  the  final  distribution)  by check  mailed  to such
Certificateholder,   at   the   address   appearing   in  the   Register,   such
Certificateholder's  pro rata share (based on the Fractional  Undivided Interest
in the related Trust held by such  Certificateholder) of the total amount in the
applicable  Special Payments Account on account of such Special Payment,  except
that, with respect to Certificates  registered on the Record Date in the name of
a Clearing  Agency (or its  nominee),  such  distribution  shall be made by wire
transfer  in  immediately  available  funds to the  account  designated  by such
Clearing Agency (or such nominee).

         (c) The Trustee shall,  at the expense of the Company,  cause notice of
each Special  Payment with respect to a series of  Certificates  to be mailed to
each  Certificateholder  of such  series at his  address  as it  appears  in the
Register.  In the event of redemption or purchase of Equipment Notes held in the
related  Trust,  such notice  shall be mailed not less than 15 days prior to the
Special Distribution Date for the Special Payment resulting from such redemption
or  purchase,  which  Special  Distribution  Date  shall  be the  date  of  such
redemption or purchase. In the event that the Trustee receives a notice from the
Company that  Postponed  Notes will not be purchased by the Trustee  pursuant to
Section  2.02,  such  notice  of  Special  Payment  shall be  mailed  as soon as
practicable  after  receipt of such  notice from the Company and shall state the
Special  Distribution  Date for such Special Payment,  which shall occur 15 days
after the date of such  notice of  Special  Payment  or (if such 15th day is not
practicable)  as soon as practicable  thereafter.  In the event that any Special
Payment is to be made pursuant to the last paragraph of Section  2.02(b) hereof,
there  shall be mailed on the Cut-off  Date (or, if such  mailing on the Cut-off
Date is not practicable,  as soon as practicable after the Cut-off Date), notice
of such Special Payment stating the Special  Distribution  Date for such Special
Payment, which shall occur 15 days after the date of such notice of such Special
Payment  (or,  if such  15th  day is not  practicable,  as  soon as  practicable
thereafter).  In the case of any other  Special  Payments,  such notice shall be
mailed  as soon as  practicable  after the  Trustee  has  confirmed  that it has
received funds for such Special Payment,  stating the Special  Distribution Date
for such Special  Payment which shall occur not less than 15 days after the date
of such  notice and as soon as  practicable  thereafter.  Notices  mailed by the
Trustee shall set forth:


<PAGE>

          (i) the Special Distribution Date and the Record Date therefor (except
     as otherwise provided in Section 11.01),

         (ii) the amount of the Special Payment (taking into account any payment
     to be made by the Company pursuant to Section 2.02(b)) for each $1,000 face
     amount Certificate and the amount thereof constituting principal,  premium,
     if any, and interest,

        (iii) the reason for the Special Payment, and

         (iv) if the  Special  Distribution  Date is the same  date as a Regular
     Distribution Date for the Certificates of such series,  the total amount to
     be received on such date for each $1,000 face amount Certificate.

If the amount of premium,  if any, payable upon the redemption or purchase of an
Equipment Note has not been calculated at the time that the Trustee mails notice
of a Special Payment,  it shall be sufficient if the notice sets forth the other
amounts to be  distributed  and states  that any premium  received  will also be
distributed.

         If  any  redemption  of the  Equipment  Notes  held  in  any  Trust  is
cancelled,  the Trustee, as soon as possible after learning thereof, shall cause
notice thereof to be mailed to each  Certificateholder  of the related series at
its address as it appears on the Register.

         Section  4.03.  STATEMENTS TO  CERTIFICATEHOLDERS.  (a) On each Regular
Distribution Date and Special  Distribution  Date, the Trustee will include with
each distribution of a Scheduled Payment or Special Payment, as the case may be,
to  Certificateholders  of the  related  series a  statement  setting  forth the
information provided below. Such statement shall set forth (per $1,000 aggregate
principal  amount  of  Certificate  as to (i)  and  (ii)  below)  the  following
information:

          (i) the  amount of such distribution hereunder  allocable to principal
     and the amount allocable to premium, if any;

         (ii) the  amount of such distribution hereunder  allocable to interest;
     and

        (iii) the Pool Balance and the Pool Factor of the related Trust.

         With respect to the  Certificates  registered in the name of a Clearing
Agency or its nominee,  on the Record Date prior to each Distribution  Date, the
Trustee  will request from the  Clearing  Agency a securities  position  listing
setting forth the names of all the Clearing Agency Participants reflected on the
Clearing  Agency's books as holding interests in the Certificates on such Record
Date. On each Distribution  Date, the applicable  Trustee will mail to each such
Clearing  Agency  Participant  the  statement  described  above  and  will  make
available additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Certificates.


<PAGE>

         (b) Within a reasonable  period of time after the end of each  calendar
year but not later than the latest date  permitted  by law,  the  Trustee  shall
furnish  to  each  Person  who at any  time  during  such  calendar  year  was a
Certificateholder  of  record  a  statement  containing  the sum of the  amounts
determined  pursuant  to clauses  (a)(i) and (a)(ii)  above with  respect to the
related  Trust  for such  calendar  year or,  in the  event  such  Person  was a
Certificateholder  of record  during a portion of such  calendar  year,  for the
applicable  portion of such year, and such other items as are readily  available
to the  Trustee  and  which a  Certificateholder  shall  reasonably  request  as
necessary for the purpose of such Certificateholder's preparation of its federal
income tax returns.  With respect to  Certificates  registered  in the name of a
Clearing  Agency or its nominee,  such  statement  and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the  holders of  interests  in the  Certificates  in the manner
described in Section 4.03(a).

         Section 4.04.  INVESTMENT OF SPECIAL PAYMENT MONEYS. Any money received
by the Trustee pursuant to Section 4.01(b)  representing a Special Payment which
is not  distributed on the date received shall,  to the extent  practicable,  be
invested in Permitted  Investments by the Trustee  pending  distribution of such
Special  Payment  pursuant to Section 4.02. Any investment made pursuant to this
Section 4.04 shall be in such Permitted  Investments having maturities not later
than the date that  such  moneys  are  required  to be used to make the  payment
required under Section 4.02 on the applicable Special  Distribution Date and the
Trustee shall hold any such Permitted  Investments  until maturity.  The Trustee
shall have no liability  with respect to any  investment  made  pursuant to this
Section  4.04,  other than by reason of the willful  misconduct or negligence of
the Trustee.  All income and earnings from such investments shall be distributed
on such Special Distribution Date as part of such Special Payment.

                                    ARTICLE V

                                   THE COMPANY

         Section 5.01.  MAINTENANCE OF CORPORATE EXISTENCE.  The Company, at its
own cost and  expense,  will do or cause  to be done  all  things  necessary  to
preserve and keep in full force and effect its corporate  existence,  rights and
franchises,   except  as  otherwise  specifically  permitted  in  Section  5.02;
PROVIDED,  HOWEVER, that the Company shall not be required to preserve any right
or franchise if the Company shall determine that the preservation  thereof is no
longer desirable in the conduct of the business of the Company.

         Section  5.02.  CONSOLIDATION,  MERGER,  ETC.  The  Company  shall  not
consolidate  with or merge into any other  corporation  or convey,  transfer  or
lease substantially all of its assets as an entirety to any Person unless:

         (a) the  corporation  formed by such  consolidation  or into  which the
     Company is merged or the Person that  acquires by  conveyance,  transfer or
     lease  substantially  all of the assets of the Company as an entirety shall


<PAGE>

     be (i) organized and validly  existing  under the laws of the United States
     of  America  or any state  thereof  or the  District  of  Columbia,  (ii) a
     "citizen of the United States" as defined in 49 U.S.C. ss. 40102(a)(15), as
     amended, and (iii) a United States certificated air carrier, if and so long
     as such status is a condition  of  entitlement  to the  benefits of Section
     1110 of the Bankruptcy Reform Act of 1978, as amended (11 U.S.C. ss. 1110),
     with respect to the Leases or the Aircraft owned by the Company;

         (b) the  corporation  formed by such  consolidation  or into  which the
     Company is merged or the Person which acquires by  conveyance,  transfer or
     lease  substantially  all of the assets of the Company as an entirety shall
     execute and deliver to the Trustee  applicable to the  Certificates of each
     series a duly authorized,  valid, binding and enforceable agreement in form
     and  substance  reasonably   satisfactory  to  the  Trustee  containing  an
     assumption by such successor  corporation or Person of the due and punctual
     performance  and  observance  of each  covenant  and  condition of the Note
     Documents  and of this  Agreement  applicable to the  Certificates  of each
     series to be performed or observed by the Company; and

         (c) the  Company  shall have  delivered  to the  Trustee  an  Officer's
     Certificate  of the  Company  and an  Opinion  of  Counsel  of the  Company
     reasonably   satisfactory   to  the   Trustee,   each   stating  that  such
     consolidation,  merger,  conveyance,  transfer or lease and the  assumption
     agreement  mentioned  in clause (b) above comply with this Section 5.02 and
     that  all  conditions  precedent  herein  provided  for  relating  to  such
     transaction have been complied with.

         Upon any consolidation or merger, or any conveyance,  transfer or lease
of  substantially  all of the assets of the Company as an entirety in accordance
with this Section  5.02,  the  successor  corporation  or Person  formed by such
consolidation  or into which the Company is merged or to which such  conveyance,
transfer or lease is made shall  succeed  to, and be  substituted  for,  and may
exercise every right and power of, the Company under this  Agreement  applicable
to the  Certificates  of each series  with the same effect as if such  successor
corporation or Person had been named as the Company herein.  No such conveyance,
transfer  or lease of  substantially  all of the  assets  of the  Company  as an
entirety shall have the effect of releasing any successor  corporation or Person
which shall have become such in the manner  prescribed in this Section 5.02 from
its liability in respect of this  Agreement and any Note Document  applicable to
the Certificates of such series to which it is a party.

                                   ARTICLE VI

                                     DEFAULT

         Section  6.01.  EVENTS OF DEFAULT.  (a) EXERCISE OF REMEDIES.  Upon the
occurrence and during the  continuation  of any Indenture Event of Default under
any Indenture,  the Trustee may (i) to the extent it is the Controlling Party at
such time (as  determined  pursuant  to the  related  Intercreditor  Agreement),
direct the  exercise  of remedies  as  provided  in such  related  Intercreditor
Agreement and (ii) if there is no related  Intercreditor  Agreement,  direct the


<PAGE>

exercise of remedies or take other action as provided in the relevant  Indenture
to the extent  that it may do so as the  holder of the  Equipment  Notes  issued
under such Indenture and held in the related Trust.

         (b)  PURCHASE  RIGHTS  OF  CERTIFICATEHOLDERS.  At any time  after  the
occurrence   and  during  the   continuation   of  a  Triggering   Event,   each
Certificateholder   of  Certificates  of  certain  series  (each,  a  "POTENTIAL
PURCHASER"  and,  collectively,  the "POTENTIAL  PURCHASERS")  will have certain
rights to purchase  the  Certificates  of one or more other  series,  all as set
forth  in the  Trust  Supplement  applicable  to the  Certificates  held by such
Potential Purchaser.  The purchase price with respect to the Certificates of any
series  shall be equal to the Pool Balance of the  Certificates  of such series,
together with accrued and unpaid interest  thereon to the date of such purchase,
without  premium,  but  including  any other amounts then due and payable to the
Certificateholders   of  such   series   under  this   Agreement,   any  related
Intercreditor  Agreement  or any other Note  Document or on or in respect of the
Certificates  of such series;  PROVIDED,  HOWEVER,  that if such purchase occurs
after a Record Date,  such  purchase  price shall be reduced by the amount to be
distributed  hereunder on the related  Distribution Date (which deducted amounts
shall remain distributable to, and may be retained by, the  Certificateholder as
of such Record Date);  PROVIDED,  FURTHER, that no such purchase of Certificates
of such series shall be effective unless the purchasing Certificateholder (each,
a   "PURCHASING    CERTIFICATEHOLDER"   and,   collectively,   the   "PURCHASING
CERTIFICATEHOLDERS")  shall certify to the Trustee that  contemporaneously  with
such  purchase,  one  or  more  Purchasing  Certificateholders  are  purchasing,
pursuant  to the  terms of this  Agreement  and the  other  Agreements,  if any,
relating  to  the  Certificates  of a  series  that  are  subject  to  the  same
Intercreditor  Agreement (such other Agreements,  the "OTHER  AGREEMENTS"),  the
Certificates  of each such series that the Trust  Supplement  applicable  to the
Certificates held by the Purchasing Certificateholder specifies may be purchased
by such Purchasing Certificateholder.  Each payment of the purchase price of the
Certificates of any series shall be made to an account or accounts designated by
the Trustee and each such purchase shall be subject to the terms of this Section
6.01. By acceptance of its Certificate, each Certificateholder (each, a "SELLING
CERTIFICATEHOLDER"  and, collectively,  the "SELLING  CERTIFICATEHOLDERS")  of a
series that is subject to purchase by Potential Purchasers,  all as set forth in
the  Trust  Supplement  applicable  to the  Certificates  held  by  the  Selling
Certificateholders, agrees that, at any time after the occurrence and during the
continuance of a Triggering  Event,  it will, upon payment of the purchase price
specified herein by one or more Purchasing  Certificateholders,  forthwith sell,
assign,  transfer  and  convey  to such  Purchasing  Certificateholder  (without
recourse,  representation  or warranty of any kind except for its own acts), all
of the right, title,  interest and obligation of such Selling  Certificateholder
in this Agreement,  any related Intercreditor  Agreement,  the related Liquidity
Facility, the related Note Documents and all Certificates of such series held by
such Selling  Certificateholder  (excluding all right,  title and interest under
any of the foregoing to the extent such right, title or interest is with respect
to an obligation  not then due and payable as respects any action or inaction or
state  of   affairs   occurring   prior  to  such   sale)  and  the   Purchasing
Certificateholder   shall  assume  all  of  such   Selling   Certificateholder's
obligations  under this  Agreement,  any related  Intercreditor  Agreement,  the
related Liquidity  Facility and the related Note Documents.  The Certificates of
such series will be deemed to be  purchased  on the date payment of the purchase
price is made  notwithstanding the failure of any Selling  Certificateholder  to
deliver any Certificates of such series and, upon such a purchase,  (i) the only
rights of the Selling  Certificateholders will be to deliver the Certificates to


<PAGE>

the  Purchasing  Certificateholder  and  receive  the  purchase  price  for such
Certificates of such series and (ii) if the Purchasing  Certificateholder  shall
so  request,  such  Selling  Certificateholder  will  comply  with  all  of  the
provisions of Section 3.04 hereof to enable new  Certificates  of such series to
be issued to the Purchasing  Certificateholder in such denominations as it shall
request.  All charges and expenses in  connection  with the issuance of any such
new Certificates shall be borne by the Purchasing Certificateholder.

         Section 6.02.  INCIDENTS OF SALE OF EQUIPMENT  NOTES.  Upon any sale of
all or any part of the  Equipment  Notes held in the Trust made either under the
power of sale given under this  Agreement or otherwise  for the  enforcement  of
this Agreement, the following shall be applicable:

         (1)  CERTIFICATEHOLDERS  AND TRUSTEE MAY PURCHASE  EQUIPMENT NOTES. Any
     Certificateholder,  the Trustee in its  individual or any other capacity or
     any other Person may bid for and purchase any of the  Equipment  Notes held
     in the Trust, and upon compliance with the terms of sale, may hold, retain,
     possess and dispose of such  Equipment  Notes in their own  absolute  right
     without further accountability.

         (2) RECEIPT OF TRUSTEE SHALL  DISCHARGE  PURCHASER.  The receipt of the
     Trustee  making such sale shall be a sufficient  discharge to any purchaser
     for his purchase money, and, after paying such purchase money and receiving
     such  receipt,  such  purchaser or its personal  representative  or assigns
     shall not be obliged to see to the  application of such purchase  money, or
     be in any way answerable for any loss,  misapplication  or  non-application
     thereof.

         (3) APPLICATION OF MONEYS  RECEIVED UPON SALE. Any moneys  collected by
     the Trustee upon any sale made either under the power of sale given by this
     Agreement or  otherwise  for the  enforcement  of this  Agreement  shall be
     applied as provided in Section 4.02.

         Section 6.03. JUDICIAL PROCEEDINGS  INSTITUTED BY TRUSTEE;  TRUSTEE MAY
BRING SUIT.  If there shall be a failure to make  payment of the  principal  of,
premium, if any, or interest on any Equipment Note held in the related Trust, or
if there  shall be any failure to pay Rent (as  defined in the  relevant  Lease)
under any Lease when due and payable,  then the Trustee,  in its own name and as
trustee of an express trust,  as holder of such Equipment  Notes,  to the extent
permitted  by and in  accordance  with the  terms of any  related  Intercreditor
Agreement and any related Note  Documents  (subject to rights of the  applicable
Owner Trustee or Owner Participant to cure any such failure to pay principal of,
premium,  if any,  or interest  on any  Equipment  Note or to pay Rent under any
Lease in  accordance  with the  applicable  Indenture),  shall be  entitled  and
empowered to institute any suits,  actions or  proceedings  at law, in equity or
otherwise,  for the  collection of the sums so due and unpaid on such  Equipment
Notes or under such Lease and may  prosecute  any such  claim or  proceeding  to
judgment or final  decree with  respect to the whole  amount of any such sums so
due and unpaid.

         Section 6.04.  CONTROL BY  CERTIFICATEHOLDERS.  Subject to Section 6.03
and  any  related  Intercreditor  Agreement,   the  Certificateholders   holding


<PAGE>

Certificates of a series evidencing  Fractional Undivided Interests  aggregating
not less than a majority in  interest in the related  Trust shall have the right
to direct the time, method and place of conducting any proceeding for any remedy
available  to the Trustee with respect to such Trust or pursuant to the terms of
such Intercreditor  Agreement, or exercising any trust or power conferred on the
Trustee  under this  Agreement or such  Intercreditor  Agreement,  including any
right of the Trustee as Controlling Party under such Intercreditor  Agreement or
as holder of the Equipment Notes held in the related Trust;  PROVIDED,  HOWEVER,
that

         (1) such  Direction  shall  not in the  opinion  of the  Trustee  be in
     conflict with any rule of law or with this  Agreement and would not involve
     the Trustee in personal liability or expense,

         (2) the Trustee shall not determine  that the action so directed  would
     be unjustly prejudicial to the Certificateholders of such series not taking
     part in such Direction, and

         (3) the Trustee may take any other action  deemed proper by the Trustee
     which is not inconsistent with such Direction.

         Section  6.05.  WAIVER  OF  PAST  DEFAULTS.   Subject  to  any  related
Intercreditor Agreement, the Certificateholders holding Certificates of a series
evidencing  Fractional Undivided Interests  aggregating not less than a majority
in  interest  in the Trust  (i) may on  behalf of all of the  Certificateholders
waive any past Event of Default  hereunder and its  consequences  or (ii) if the
Trustee  is the  Controlling  Party,  may direct the  Trustee  to  instruct  the
applicable  Loan Trustee to waive any past Indenture  Event of Default under any
related Indenture and its consequences, and thereby annul any Direction given by
such  Certificateholders  or the  Trustee  to such  Loan  Trustee  with  respect
thereto, except a default:

         (1) in the deposit of any  Scheduled  Payment or Special  Payment under
     Section 4.01 or in the  distribution  of any payment  under Section 4.02 on
     the Certificates of a series, or

         (2) in the payment of the principal of (premium, if any) or interest on
     the Equipment Notes held in the related Trust, or

         (3) in respect of a covenant or provision hereof which under Article IX
     hereof  cannot  be  modified  or  amended   without  the  consent  of  each
     Certificateholder  holding an Outstanding  Certificate of a series affected
     thereby.

Upon any such  waiver,  such  default  shall cease to exist with  respect to the
Certificates of such series and any Event of Default arising  therefrom shall be
deemed to have  been  cured for every  purpose  and any  direction  given by the
Trustee on behalf of the  Certificateholders of such series to the relevant Loan
Trustee shall be annulled with respect thereto;  but no such waiver shall extend
to any  subsequent  or other  default  or Event of  Default  or impair any right
consequent  thereon.  Upon any such waiver, the Trustee shall vote the Equipment
Notes issued under the relevant  Indenture to waive the corresponding  Indenture
Event of Default.


<PAGE>

         Section 6.06. RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS NOT TO BE
IMPAIRED. Anything in this Agreement to the contrary notwithstanding, including,
without   limitation,   Section  6.07   hereof,   but  subject  to  any  related
Intercreditor   Agreement,   the  right  of  any  Certificateholder  to  receive
distributions  of  payments  required  pursuant  to Section  4.02  hereof on the
applicable  Certificates  when due, or to institute suit for the  enforcement of
any such payment on or after the applicable Regular Distribution Date or Special
Distribution Date, shall not be impaired or affected without the consent of such
Certificateholder.

         Section  6.07.  CERTIFICATEHOLDERS  MAY NOT  BRING  SUIT  EXCEPT  UNDER
CERTAIN CONDITIONS.  A Certificateholder  of any series shall not have the right
to institute  any suit,  action or  proceeding  at law or in equity or otherwise
with respect to this  Agreement,  for the  appointment  of a receiver or for the
enforcement of any other remedy under this Agreement, unless:

         (1) such  Certificateholder  previously shall have given written notice
     to the Trustee of a continuing Event of Default;

         (2)  Certificateholders  holding Certificates of such series evidencing
     Fractional Undivided Interests aggregating not less than 25% of the related
     Trust shall have requested the Trustee in writing to institute such action,
     suit or  proceeding  and shall have  offered to the  Trustee  indemnity  as
     provided in Section 7.03(e);

         (3) the Trustee  shall have refused or neglected to institute  any such
     action,  suit or  proceeding  for 60 days  after  receipt  of such  notice,
     request and offer of indemnity; and

         (4) no direction inconsistent with such written request shall have been
     given to the  Trustee  during  such  60-day  period  by  Certificateholders
     holding  Certificates  of  such  series  evidencing   Fractional  Undivided
     Interests  aggregating  not less than a majority in interest in the related
     Trust.

         It  is   understood   and   intended   that  no  one  or  more  of  the
Certificateholders  of any series shall have any right in any manner  whatsoever
hereunder or under the related  Trust  Supplement or under the  Certificates  of
such series to (i) surrender,  impair,  waive, affect,  disturb or prejudice any
property in the Trust Property of the related Trust,  or the lien of any related
Indenture   on  any   property   subject   thereto,   or  the   rights   of  the
Certificateholders of such series or the holders of the related Equipment Notes,
(ii) obtain or seek to obtain  priority over or  preference  with respect to any
other such  Certificateholder  of such  series or (iii)  enforce any right under
this Agreement,  except in the manner herein provided and for the equal, ratable
and common benefit of all the  Certificateholders  of such series subject to the
provisions of this Agreement.

         Section 6.08. REMEDIES CUMULATIVE.  Every remedy given hereunder to the
Trustee or to any of the Certificateholders of any series shall not be exclusive
of any other remedy or remedies,  and every such remedy shall be cumulative  and
in addition to every other remedy given  hereunder or now or hereafter  given by
statute, law, equity or otherwise.


<PAGE>

         Section 6.09. UNDERTAKING FOR COSTS. In any suit for the enforcement of
any right or remedy under this Agreement, or in any suit against the Trustee for
any action taken,  suffered or omitted by it as Trustee, a court may require any
party  litigant  in such  suit to file an  undertaking  to pay the costs of such
suit, and may assess costs against any such party litigant, in the manner and to
the extent provided in the Trust Indenture Act; PROVIDED,  HOWEVER, that neither
this Section 6.09 nor the Trust  Indenture  Act shall be deemed to authorize any
court to require such an  undertaking  or to make such an assessment in any suit
instituted by the Company.

                                   ARTICLE VII

                                   THE TRUSTEE

         Section 7.01.  CERTAIN DUTIES AND  RESPONSIBILITIES.  (a) Except during
the  continuance  of an Event of  Default in  respect  of a Trust,  the  Trustee
undertakes  to perform such duties in respect of such Trust as are  specifically
set forth in this Agreement,  and no implied  covenants or obligations  shall be
read into this Agreement against the Trustee.

         (b) In case an Event of Default in respect of a Trust has  occurred and
is  continuing,  the Trustee shall exercise such of the rights and powers vested
in it by this  Agreement  in respect of such  Trust,  and use the same degree of
care and skill in their  exercise,  as a prudent man would exercise or use under
the circumstances in the conduct of his own affairs.

         (c) No  provision of this  Agreement  shall be construed to relieve the
Trustee from liability for its own negligent  action,  its own negligent failure
to act, or its own willful misconduct, except that

         (1) this  Subsection  shall not be  construed  to limit  the  effect of
     Subsection (a)of this Section 7.01; and

         (2) the Trustee  shall not be liable for any error of judgment  made in
     good  faith by a  Responsible  Officer of the  Trustee,  unless it shall be
     proved that the Trustee was negligent in ascertaining the pertinent facts.

         (d) Whether or not herein  expressly  so provided,  every  provision of
this  Agreement  relating  to the  conduct  or  affecting  the  liability  of or
affording  protection to the Trustee shall be subject to the  provisions of this
Section 7.01.

         Section 7.02. NOTICE OF DEFAULTS. As promptly as practicable after, and
in any event within 90 days after,  the  occurrence of any default (as such term
is defined below) hereunder known to the Trustee,  the Trustee shall transmit by
mail to the Company, any related Owner Trustees, any related Owner Participants,
the related Loan Trustees and the Certificateholders holding Certificates of the
related  series in accordance  with Section  313(c) of the Trust  Indenture Act,
notice of such default hereunder known to the Trustee, unless such default shall
have been  cured or waived;  PROVIDED,  HOWEVER,  that,  except in the case of a
default in the  payment of the  principal,  premium,  if any, or interest on any


<PAGE>

Equipment Note, the Trustee shall be protected in withholding such notice if and
so long as the board of directors,  the executive committee or a trust committee
of  directors  and/or  Responsible  Officers  of the Trustee in good faith shall
determine  that  the  withholding  of such  notice  is in the  interests  of the
Certificateholders  of the related series.  For the purpose of this Section 7.02
in respect of any Trust,  the term  "DEFAULT"  means any event that is, or after
notice or lapse of time or both would become,  an Event of Default in respect of
that Trust.

         Section 7.03.  CERTAIN RIGHTS OF TRUSTEE.  Subject to the provisions of
Section 315 of the Trust Indenture Act:

         (a) the Trustee may rely and shall be protected in acting or refraining
     from  acting  in  reliance  upon any  resolution,  certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     bond, debenture or other paper or document believed by it to be genuine and
     to have been signed or presented by the proper party or parties;

         (b) any request or direction of the Company  mentioned  herein shall be
     sufficiently evidenced by a Request;

         (c)  whenever  in  the   administration   of  this   Agreement  or  any
     Intercreditor  Agreement, the Trustee shall deem it desirable that a matter
     be proved or established prior to taking,  suffering or omitting any action
     hereunder,  the  Trustee  (unless  other  evidence  be herein  specifically
     prescribed)  may,  in the  absence  of bad faith on its part,  rely upon an
     Officer's  Certificate  of the Company,  any related  Owner  Trustee or any
     related Loan Trustee;

         (d) the Trustee may consult with counsel and the advice of such counsel
     or any  Opinion of Counsel  shall be full and  complete  authorization  and
     protection  in  respect  of any  action  taken,  suffered  or omitted by it
     hereunder in good faith and in reliance thereon;

         (e) the Trustee  shall be under no  obligation  to exercise  any of the
     rights  or  powers  vested  in it by this  Agreement  or any  Intercreditor
     Agreement  at the  Direction of any of the  Certificateholders  pursuant to
     this   Agreement   or   any    Intercreditor    Agreement,    unless   such
     Certificateholders shall have offered to the Trustee reasonable security or
     indemnity  against  the  cost,  expenses  and  liabilities  which  might be
     incurred by it in compliance with such Direction;

         (f) the Trustee shall not be bound to make any  investigation  into the
     facts  or  matters  stated  in  any  resolution,   certificate,  statement,
     instrument,  opinion, report, notice, request,  direction,  consent, order,
     bond, debenture or other paper or document;

         (g) the  Trustee  may  execute  any of the trusts or powers  under this
     Agreement or any  Intercreditor  Agreement or perform any duties under this
     Agreement or any  Intercreditor  Agreement either directly or by or through
     agents or  attorneys,  and the  Trustee  shall not be  responsible  for any


<PAGE>

     misconduct  or  negligence  on the part of any agent or attorney  appointed
     with due care by it under this Agreement or any Intercreditor Agreement;

         (h) the Trustee shall not be liable with respect to any action taken or
     omitted to be taken by it in good faith in accordance with the Direction of
     the  Certificateholders  holding  Certificates  of  any  series  evidencing
     Fractional  Undivided  Interests  aggregating  not less than a majority  in
     interest in the  related  Trust  relating to the time,  method and place of
     conducting  any  proceeding  for any remedy  available to the  Trustee,  or
     exercising  any  trust or power  conferred  upon the  Trustee,  under  this
     Agreement or any Intercreditor Agreement; and

         (i) the  Trustee  shall not be required to expend or risk its own funds
     in the  performance  of any of its duties under this  Agreement,  or in the
     exercise  of any of its  rights  or  powers,  if it shall  have  reasonable
     grounds for believing  that  repayment of such funds or adequate  indemnity
     against such risk is not reasonably assured to it.

         Section 7.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF CERTIFICATES.
The recitals contained herein and in the Certificates of each series, except the
certificates  of  authentication,  shall not be taken as the  statements  of the
Trustee,  and the  Trustee  assumes  no  responsibility  for their  correctness.
Subject to Section 7.15, the Trustee makes no representations as to the validity
or sufficiency of this Basic Agreement,  any Equipment Notes, any  Intercreditor
Agreement,  the  Certificates  of any series,  any Trust  Supplement or any Note
Documents,  except that the Trustee  hereby  represents  and warrants  that this
Basic Agreement has been, and each Trust Supplement, each Certificate, each Note
Purchase  Agreement  and each  Intercreditor  Agreement of, or relating to, each
series  will  be  executed  and  delivered  by one of its  officers  who is duly
authorized to execute and deliver such document on its behalf.

         Section 7.05.  MAY HOLD  CERTIFICATES.  The Trustee,  any Paying Agent,
Registrar or any of their  Affiliates  or any other agent,  in their  respective
individual  or  any  other  capacity,   may  become  the  owner  or  pledgee  of
Certificates and, subject to Sections 310(b) and 311 of the Trust Indenture Act,
if applicable,  may otherwise  deal with the Company,  any Owner Trustees or the
Loan Trustees with the same rights it would have if it were not Trustee,  Paying
Agent, Registrar or such other agent.

         Section  7.06.  MONEY HELD IN TRUST.  Money held by the  Trustee or the
Paying Agent in trust under this  Agreement  need not be  segregated  from other
funds except to the extent required herein or by law and neither the Trustee nor
the Paying  Agent shall have any  liability  for  interest  upon any such moneys
except as provided for herein.

         Section 7.07. COMPENSATION AND REIMBURSEMENT. The Company agrees:

         (1) to pay,  or cause  to be paid,  to the  Trustee  from  time to time
     reasonable  compensation  for all services  rendered by it hereunder (which
     compensation  shall not be limited by any provision of law in regard to the
     compensation of a trustee of an express trust); and


<PAGE>

         (2)  except  as  otherwise  expressly  provided  herein or in any Trust
     Supplement,  to reimburse, or cause to be reimbursed,  the Trustee upon its
     request  for  all  reasonable  out-of-pocket  expenses,  disbursements  and
     advances  incurred or made by the Trustee in accordance  with any provision
     of  this  Basic  Agreement,  any  Trust  Supplement  or  any  Intercreditor
     Agreement  (including  the  reasonable  compensation  and the  expenses and
     disbursements  of  its  agents  and  counsel),  except  any  such  expense,
     disbursement or advance as may be  attributable to its negligence,  willful
     misconduct or bad faith or as may be incurred due to the  Trustee's  breach
     of its representations and warranties set forth in Section 7.15; and

         (3) to indemnify, or cause to be indemnified,  the Trustee with respect
     to the Certificates of any series,  pursuant to the particular  sections of
     the Note Purchase Agreements specified in the related Trust Supplement.

         The Trustee shall be entitled to  reimbursement  from, and shall have a
lien prior to the  Certificates of each series upon, all property and funds held
or  collected  by the Trustee in its  capacity as Trustee  with  respect to such
series or the related Trust for any tax incurred without  negligence,  bad faith
or willful  misconduct,  on its part,  arising out of or in connection  with the
acceptance or  administration  of such Trust (other than any tax attributable to
the  Trustee's  compensation  for  serving  as  such),  including  any costs and
expenses  incurred in  contesting  the  imposition  of any such tax. The Trustee
shall  notify  the  Company  of any  claim  for any tax for  which  it may  seek
reimbursement.  If the Trustee reimburses itself from the Trust Property of such
Trust for any such tax, it will mail a brief report within 30 days setting forth
the amount of such tax and the circumstances  thereof to all  Certificateholders
of such series as their names and addresses appear in the Register.

         Section 7.08. CORPORATE TRUSTEE REQUIRED; ELIGIBILITY. Each Trust shall
at all times have a Trustee  which shall be  eligible to act as a trustee  under
Section 310(a) of the Trust Indenture Act and shall have a combined  capital and
surplus of at least  $75,000,000 (or a combined capital and surplus in excess of
$5,000,000 and the  obligations of which,  whether now in existence or hereafter
incurred,  are fully and unconditionally  guaranteed by a corporation  organized
and doing business  under the laws of the United States,  any state or territory
thereof or of the District of Columbia and having a combined capital and surplus
of at least $75,000,000). If such corporation publishes reports of conditions at
least  annually,  pursuant  to law or to the  requirements  of  federal,  state,
territorial or District of Columbia supervising or examining authority, then for
the  purposes  of this  Section  7.08 the  combined  capital and surplus of such
corporation  shall be deemed to be its combined capital and surplus as set forth
in its most recent report of conditions so published.

         In  case  at any  time  the  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of this  Section 7.08 to act as Trustee of any
Trust,  the Trustee  shall  resign  immediately  as Trustee of such Trust in the
manner and with the effect specified in Section 7.09.

         Section 7.09. RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. (a) No
resignation or removal of the Trustee and no appointment of a successor  Trustee


<PAGE>

of any  Trust  pursuant  to  this  Article  shall  become  effective  until  the
acceptance of appointment by the successor Trustee under Section 7.10.

         (b) The  Trustee may resign at any time as Trustee of any or all Trusts
by giving prior written  notice thereof to the Company,  the Authorized  Agents,
the related Owner  Trustees and the related Loan  Trustees.  If an instrument of
acceptance by a successor  Trustee shall not have been delivered to the Company,
the related  Owner  Trustees and the Trustee  within 30 days after the giving of
such notice of  resignation,  the  resigning  Trustee may  petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (c)  The  Trustee  may be  removed  at any  time  by  Direction  of the
Certificateholders  of  the  related  series  holding  Certificates   evidencing
Fractional Undivided Interests  aggregating not less than a majority in interest
in such Trust  delivered  to the Trustee and to the Company,  the related  Owner
Trustees and the related Loan Trustees.

         (d) If at any time in respect of any Trust:

         (1) the  Trustee  shall fail to comply  with  Section  310 of the Trust
     Indenture Act, if applicable, after written request therefor by the Company
     or by any Certificateholder who has been a BONA FIDE  Certificateholder for
     at least six months; or

         (2) the Trustee shall cease to be eligible under Section 7.08 and shall
     fail to resign after written request therefor by the Company or by any such
     Certificateholder; or

         (3) the Trustee shall become incapable of acting or shall be adjudged a
     bankrupt or  insolvent,  or a receiver  of the  Trustee or of its  property
     shall be  appointed or any public  officer  shall take charge or control of
     the   Trustee  or  of  its   property   or  affairs   for  the  purpose  of
     rehabilitation, conservation or liquidation;

then,  in any  case,  (i) the  Company  may  remove  the  Trustee  or  (ii)  any
Certificateholder   of  the   related   series   who  has   been  a  BONA   FIDE
Certificateholder  for at least six  months  may,  on  behalf of itself  and all
others similarly situated,  petition any court of competent jurisdiction for the
removal of the Trustee and the appointment of a successor Trustee of such Trust.

         (e)  If a  Responsible  Officer  of the  Trustee  shall  obtain  actual
knowledge of an Avoidable  Tax (as defined  below) in respect of any Trust which
has been or is likely to be  asserted,  the Trustee  shall  promptly  notify the
Company  and shall,  within 30 days of such  notification,  resign as Trustee of
such Trust  hereunder  unless  within such 30-day  period the Trustee shall have
received  notice that the Company has agreed to pay such tax. The Company  shall
promptly appoint a successor Trustee of such Trust in a jurisdiction where there
are no Avoidable  Taxes.  As used herein,  an "AVOIDABLE TAX" in respect of such
Trust  means a state or local  tax:  (i) upon  (w) such  Trust,  (x) such  Trust
Property,  (y) Certificateholders of such Trust or (z) the Trustee for which the
Trustee is entitled to seek reimbursement from the Trust Property of such Trust,
and (ii) which would be avoided if the Trustee were located in another state, or
jurisdiction  within a state,  within the United States of America.  A tax shall


<PAGE>

not be an  Avoidable  Tax in  respect  of any Trust if the  Company or any Owner
Trustee shall agree to pay, and shall pay, such tax.

         (f) If the Trustee  shall  resign,  be removed or become  incapable  of
acting as Trustee of any Trust or if a vacancy  shall occur in the office of the
Trustee  of any  Trust for any  cause,  the  Company  shall  promptly  appoint a
successor  Trustee of such Trust.  If,  within one year after such  resignation,
removal or  incapability,  or other  occurrence  of such  vacancy,  a  successor
Trustee of such Trust shall be appointed by Direction of the  Certificateholders
of the related series holding Certificates of such series evidencing  Fractional
Undivided  Interests  aggregating  not less than a majority  in interest in such
Trust  delivered to the Company,  the related Owner  Trustees,  the related Loan
Trustee and the retiring  Trustee,  then the successor  Trustee of such Trust so
appointed  shall,  with the approval of the Company of such  appointment,  which
approval shall not be  unreasonably  withheld,  forthwith upon its acceptance of
such  appointment,  become the successor Trustee of such Trust and supersede the
successor  Trustee of such Trust  appointed as provided  above.  If no successor
Trustee shall have been so appointed as provided above and accepted  appointment
in  the   manner   hereinafter   provided,   the   resigning   Trustee   or  any
Certificateholder  who has been a BONA  FIDE  Certificateholder  of the  related
series  for at least  six  months  may,  on  behalf of  himself  and all  others
similarly  situated,  petition  any  court  of  competent  jurisdiction  for the
appointment of a successor Trustee of such Trust.

         (g)  The  successor  Trustee  of a  Trust  shall  give  notice  of  the
resignation and removal of the Trustee and appointment of the successor  Trustee
by mailing written notice of such event by first-class mail, postage prepaid, to
the Certificateholders of the related series as their names and addresses appear
in the Register.  Each notice shall include the name of such  successor  Trustee
and the address of its Corporate Trust Office.

         Section 7.10.  ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.  Every successor
Trustee appointed  hereunder shall execute and deliver to the Company and to the
retiring Trustee with respect to any or all Trusts an instrument  accepting such
appointment,  and thereupon the  resignation or removal of the retiring  Trustee
with respect to such Trusts shall become  effective and such successor  Trustee,
without any further act,  deed or  conveyance,  shall become vested with all the
rights,  powers,  trusts and duties of the retiring Trustee;  but, on request of
the Company or the successor  Trustee,  such retiring  Trustee shall execute and
deliver an instrument  transferring  to such successor  Trustee all such rights,
powers and trusts of the retiring  Trustee and shall duly  assign,  transfer and
deliver to such  successor  Trustee  all Trust  Property  held by such  retiring
Trustee in respect of such Trusts hereunder,  subject  nevertheless to its lien,
if any,  provided  for in  Section  7.07.  Upon  request  of any such  successor
Trustee,  the Company,  the retiring  Trustee and such  successor  Trustee shall
execute and deliver any and all instruments  containing such provisions as shall
be  necessary  or  desirable  to transfer and confirm to, and for more fully and
certainly vesting in, such successor Trustee all such rights, powers and trusts.

         If a successor  Trustee is  appointed  with respect to one or more (but
not all) Trusts, the Company, the predecessor Trustee and each successor Trustee
with  respect to any Trust shall  execute and deliver a  supplemental  agreement
hereto  which shall  contain  such  provisions  as shall be deemed  necessary or
desirable  to  confirm  that all the  rights,  powers,  trusts and duties of the


<PAGE>

predecessor  Trustee  with  respect  to the  Trusts as to which the  predecessor
Trustee is not retiring shall continue to be vested in the predecessor  Trustee,
and shall add to or change any of the provisions of this Basic Agreement and the
applicable Trust  Supplements as shall be necessary to provide for or facilitate
the  administration  of the Trusts hereunder by more than one Trustee,  it being
understood  that  nothing  herein  or  in  such  supplemental   agreement  shall
constitute  such  Trustees as  co-Trustees  of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

         No  institution  shall accept its  appointment  as a Trustee  hereunder
unless at the time of such  acceptance such  institution  shall be qualified and
eligible under this Article VII.

         Section  7.11.  MERGER,  CONVERSION,  CONSOLIDATION  OR  SUCCESSION  TO
BUSINESS.  Any corporation  into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder;
PROVIDED,  HOWEVER,  that such  corporation  shall be  otherwise  qualified  and
eligible under this Article VII, without the execution or filing of any paper or
any  further  act  on  the  part  of any of the  parties  hereto.  In  case  any
Certificates  shall have been executed or authenticated,  but not delivered,  by
the Trustee then in office, any successor by merger, conversion or consolidation
to such  authenticating  Trustee may adopt such execution or authentication  and
deliver the Certificates so executed or authenticated with the same effect as if
such successor Trustee had itself executed or authenticated such Certificates.

         Section 7.12.  MAINTENANCE OF AGENCIES. (a) With respect to each series
of  Certificates,  there shall at all times be maintained an office or agency in
the location set forth in Section 12.04 where Certificates of such series may be
presented or surrendered for  registration of transfer or for exchange,  and for
payment  thereof,  and where  notices  and  demands,  to or upon the  Trustee in
respect of such Certificates or this Agreement may be served; PROVIDED, HOWEVER,
that, if it shall be necessary that the Trustee  maintain an office or agency in
another  location  with respect to the  Certificates  of any series  (E.G.,  the
Certificates of such series shall be represented by Definitive  Certificates and
shall be listed on a national  securities  exchange),  the Trustee will make all
reasonable efforts to establish such an office or agency.  Written notice of the
location  of each such  other  office or agency  and of any  change of  location
thereof shall be given by the Trustee to the Company,  any Owner  Trustees,  the
Loan Trustees (in the case of any Owner Trustee or Loan Trustee,  at its address
specified in the Note  Documents or such other address as may be notified to the
Trustee) and the  Certificateholders  of such series.  In the event that no such
office or agency shall be  maintained or no such notice of location or of change
of location  shall be given,  presentations  and demands may be made and notices
may be served at the Corporate Trust Office of the Trustee.

         (b)  There  shall  at all  times  be a  Registrar  and a  Paying  Agent
hereunder with respect to the Certificates of each series.  Each such Authorized
Agent shall be a bank or trust  company,  shall be a  corporation  organized and
doing business under the laws of the United States or any state, with a combined
capital and surplus of at least $75,000,000,  or a corporation having a combined


<PAGE>

capital  and  surplus  in excess of  $5,000,000,  the  obligations  of which are
guaranteed by a corporation  organized and doing  business under the laws of the
United  States or any state,  with a combined  capital  and  surplus of at least
$75,000,000, and shall be authorized under such laws to exercise corporate trust
powers,  subject to  supervision  by federal or state  authorities.  The Trustee
shall initially be the Paying Agent and, as provided in Section 3.04,  Registrar
hereunder with respect to the Certificates of each series.  Each Registrar shall
furnish to the Trustee,  at stated intervals of not more than six months, and at
such other times as the Trustee may request in writing,  a copy of the  Register
maintained by such Registrar.

         (c) Any  corporation  into which any Authorized  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger, consolidation or conversion to which any Authorized Agent shall
be a party, or any corporation succeeding to the corporate trust business of any
Authorized  Agent,  shall be the  successor of such  Authorized  Agent,  if such
successor corporation is otherwise eligible under this Section 7.12, without the
execution  or filing of any paper or any  further act on the part of the parties
hereto or such Authorized Agent or such successor corporation.

         (d) Any  Authorized  Agent may at any time  resign  by  giving  written
notice of  resignation to the Trustee,  the Company,  any related Owner Trustees
and the  related  Loan  Trustees.  The  Company  may,  and at the request of the
Trustee  shall,  at any time  terminate  the agency of any  Authorized  Agent by
giving  written  notice  of  termination  to such  Authorized  Agent  and to the
Trustee.  Upon the resignation or termination of an Authorized  Agent or in case
at any time any such  Authorized  Agent shall  cease to be  eligible  under this
Section 7.12 (when,  in either case, no other  Authorized  Agent  performing the
functions of such Authorized Agent shall have been appointed), the Company shall
promptly appoint one or more qualified successor  Authorized Agents,  reasonably
satisfactory  to the Trustee,  to perform the functions of the Authorized  Agent
which has resigned or whose agency has been  terminated or who shall have ceased
to be eligible under this Section 7.12. The Company shall give written notice of
any such appointment  made by it to the Trustee,  any related Owner Trustees and
the related  Loan  Trustees;  and in each case the Trustee  shall mail notice of
such appointment to all  Certificateholders of the related series as their names
and addresses appear on the Register for such series.

         (e) The Company  agrees to pay, or cause to be paid,  from time to time
to  each  Authorized  Agent  reasonable  compensation  for its  services  and to
reimburse it for its reasonable expenses.

         Section 7.13.  MONEY FOR CERTIFICATE  PAYMENTS TO BE HELD IN TRUST. All
moneys  deposited  with any  Paying  Agent for the  purpose  of any  payment  on
Certificates  shall  be  deposited  and  held in trust  for the  benefit  of the
Certificateholders  entitled to such payment,  subject to the provisions of this
Section 7.13.  Moneys so deposited and held in trust shall constitute a separate
trust fund for the benefit of the Certificateholders  with respect to which such
money was deposited.


<PAGE>

         The  Trustee  may at  any  time,  for  the  purpose  of  obtaining  the
satisfaction  and discharge of this Agreement or for any other  purpose,  direct
any Paying  Agent to pay to the  Trustee  all sums held in trust by such  Paying
Agent,  such sums to be held by the  Trustee  upon the same trusts as those upon
which such sums were held by such Paying  Agent;  and,  upon such payment by any
Paying  Agent to the  Trustee,  such Paying  Agent  shall be  released  from all
further liability with respect to such money.

         Section  7.14.  REGISTRATION  OF  EQUIPMENT  NOTES IN  TRUSTEE'S  NAME.
Subject to the  provisions of any  Intercreditor  Agreement,  the Trustee agrees
that all Equipment Notes to be purchased by any Trust and Permitted Investments,
if any, shall be issued in the name of the Trustee as trustee for the applicable
Trust or its  nominee  and held by the  Trustee in trust for the  benefit of the
Certificateholders  of such  series,  or,  if not so held,  the  Trustee  or its
nominee  shall be  reflected as the owner of such  Equipment  Notes or Permitted
Investments, as the case may be, in the register of the issuer of such Equipment
Notes or Permitted Investments, as the case may be.

         Section 7.15.  REPRESENTATIONS  AND WARRANTIES OF TRUSTEE.  The Trustee
hereby represents and warrants that:

         (a) the Trustee is a Delaware banking corporation organized and validly
     existing in good standing under the laws of the State of Delaware;

         (b) the Trustee has full power,  authority  and legal right to execute,
     deliver and perform this  Agreement,  any  Intercreditor  Agreement and the
     Note Purchase  Agreements  and has taken all necessary  action to authorize
     the  execution,  delivery  and  performance  by it of this  Agreement,  any
     Intercreditor Agreement and the Note Purchase Agreements;

         (c) the  execution,  delivery  and  performance  by the Trustee of this
     Agreement, any Intercreditor Agreement and the Note Purchase Agreements (i)
     will not violate any provision of any United States  federal law or the law
     of the state of the United States where it is located governing the banking
     and trust powers of the Trustee or any order, writ, judgment,  or decree of
     any court,  arbitrator or governmental  authority applicable to the Trustee
     or any of its assets,  (ii) will not violate any  provision of the articles
     of  association  or by-laws of the Trustee,  and (iii) will not violate any
     provision  of, or  constitute,  with or without  notice or lapse of time, a
     default  under,  or result in the creation or imposition of any lien on any
     properties included in the Trust Property pursuant to the provisions of any
     mortgage,  indenture,  contract, agreement or other undertaking to which it
     is a party,  which violation,  default or lien could reasonably be expected
     to have an  adverse  effect on the  Trustee's  performance  or  ability  to
     perform  its  duties   hereunder  or  thereunder  or  on  the  transactions
     contemplated herein or therein;

         (d) the  execution,  delivery  and  performance  by the Trustee of this
     Agreement,  any  Intercreditor  Agreement and the Note Purchase  Agreements
     will not require the authorization,  consent, or approval of, the giving of
     notice  to,  the filing or  registration  with,  or the taking of any other


<PAGE>

     action in respect of, any  governmental  authority  or agency of the United
     States or the state of the United States where it is located regulating the
     banking and corporate trust activities of the Trustee; and

         (e) this Agreement,  any Intercreditor  Agreement and the Note Purchase
     Agreements  have  been duly  executed  and  delivered  by the  Trustee  and
     constitute  the  legal,  valid  and  binding  agreements  of  the  Trustee,
     enforceable against it in accordance with their respective terms; PROVIDED,
     HOWEVER,  that enforceability may be limited by (i) applicable  bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     of creditors generally and (ii) general principles of equity.

         Section  7.16.  WITHHOLDING  TAXES;  INFORMATION  REPORTING.  As to the
Certificates of any series, the Trustee, as trustee of the related grantor trust
created by this Agreement,  shall exclude and withhold from each distribution of
principal,  premium,  if any,  and  interest  and other  amounts  due under this
Agreement or under the Certificates of such series any and all withholding taxes
applicable  thereto  as  required  by law.  The  Trustee  agrees  to act as such
withholding agent and, in connection  therewith,  whenever any present or future
taxes or similar charges are required to be withheld with respect to any amounts
payable in respect of the Certificates of such series,  to withhold such amounts
and  timely  pay the  same to the  appropriate  authority  in the name of and on
behalf of the Certificateholders of such series, that it will file any necessary
withholding  tax  returns or  statements  when due,  and that,  as  promptly  as
possible   after  the   payment   thereof,   it  will   deliver   to  each  such
Certificateholder of such series appropriate  documentation  showing the payment
thereof,   together   with  such   additional   documentary   evidence  as  such
Certificateholders  may reasonably request from time to time. The Trustee agrees
to file any other information reports as it may be required to file under United
States law.

         Section 7.17.  TRUSTEE'S LIENS. The Trustee in its individual  capacity
agrees that it will, in respect of each Trust created by this Agreement,  at its
own cost and  expense  promptly  take any  action  as may be  necessary  to duly
discharge and satisfy in full any mortgage,  pledge, lien, charge,  encumbrance,
security interest or claim  ("TRUSTEE'S  LIENS") on or with respect to the Trust
Property of such Trust which is  attributable  to the Trustee  either (i) in its
individual  capacity and which is unrelated to the transactions  contemplated by
this Agreement or the related Note Documents or (ii) as Trustee  hereunder or in
its individual  capacity and which arises out of acts or omissions which are not
contemplated by this Agreement.

         Section  7.18.  PREFERENTIAL  COLLECTION  OF CLAIMS.  The Trustee shall
comply with Section 311(a) of the Trust  Indenture  Act,  excluding any creditor
relationship listed in Section 311(b) of the Trust Indenture Act. If the Trustee
shall resign or be removed as Trustee,  it shall be subject to Section 311(a) of
the Trust Indenture Act to the extent provided therein.

                                  ARTICLE VIII

                CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01.  THE COMPANY TO FURNISH  TRUSTEE WITH NAMES AND ADDRESSES
OF  CERTIFICATEHOLDERS.  The Company will furnish to the Trustee  within 15 days


<PAGE>

after each Record Date with  respect to a Scheduled  Payment,  and at such other
times as the Trustee may request in writing  within 30 days after receipt by the
Company of any such request,  a list, in such form as the Trustee may reasonably
require,  of all  information  in the possession or control of the Company as to
the names and addresses of the  Certificateholders  of each series, in each case
as of a date not more than 15 days  prior to the time  such  list is  furnished;
PROVIDED,  HOWEVER,  that so long as the Trustee is the sole  Registrar for such
series, no such list need be furnished;  and PROVIDED FURTHER,  HOWEVER, that no
such  list  need be  furnished  for so long as a copy of the  Register  is being
furnished to the Trustee pursuant to Section 7.12.

         Section  8.02.   PRESERVATION   OF   INFORMATION;   COMMUNICATIONS   TO
CERTIFICATEHOLDERS.  The  Trustee  shall  preserve,  in as  current a form as is
reasonably  practicable,  the names and addresses of  Certificateholders of each
series contained in the most recent list furnished to the Trustee as provided in
Section 7.12 or Section 8.01, as the case may be, and the names and addresses of
Certificateholders  of each series  received  by the Trustee in its  capacity as
Registrar,  if so acting.  The Trustee may destroy any list  furnished  to it as
provided in Section 7.12 or Section  8.01, as the case may be, upon receipt of a
new list so furnished.

         Section 8.03.  REPORTS BY TRUSTEE.  Within 60 days after May 15 of each
year commencing with the first full year following the issuance of any series of
Certificates,  the  Trustee  shall  transmit to the  Certificateholders  of such
series, as provided in Section 313(c) of the Trust Indenture Act, a brief report
dated as of such May 15, if  required by Section  313(a) of the Trust  Indenture
Act.

         Section 8.04. REPORTS BY THE COMPANY. The Company shall:

         (a) file with the Trustee, within 30 days after the Company is required
     to file the same with the SEC,  copies  of the  annual  reports  and of the
     information, documents and other reports (or copies of such portions of any
     of the foregoing as the SEC may from time to time by rules and  regulations
     prescribe)  which the Company is required to file with the SEC  pursuant to
     section 13 or section  15(d) of the  Securities  Exchange  Act of 1934,  as
     amended; or, if the Company is not required to file information,  documents
     or  reports  pursuant  to  either of such  sections,  then to file with the
     Trustee and the SEC, in accordance with rules and regulations prescribed by
     the SEC, such of the supplementary and periodic information,  documents and
     reports  which may be  required  pursuant  to section 13 of the  Securities
     Exchange  Act of 1934,  as  amended,  in respect  of a security  listed and
     registered on a national  securities  exchange as may be prescribed in such
     rules and regulations;

         (b) file with the Trustee and the SEC, in accordance with the rules and
     regulations prescribed by the SEC, such additional  information,  documents
     and reports with respect to compliance  by the Company with the  conditions
     and  covenants  of the Company  provided for in this  Agreement,  as may be
     required by such rules and  regulations,  including,  in the case of annual
     reports,  if  required  by such  rules  and  regulations,  certificates  or
     opinions of independent public accountants,  conforming to the requirements
     of Section 1.02;


<PAGE>

         (c) transmit to all Certificateholders, in the manner and to the extent
     provided in Section 313(c) of the Trust Indenture Act such summaries of any
     information,  documents  and  reports  required  to be filed by the Company
     pursuant to subsections (a) and (b) of this Section 8.04 as may be required
     by rules and regulations prescribed by the SEC; and

         (d)  furnish to the  Trustee,  not less often  than  annually,  a brief
     certificate  from the  principal  executive  officer,  principal  financial
     officer  or  principal  accounting  officer  as to  his  knowledge  of  the
     Company's compliance with all conditions and covenants under this Agreement
     (it  being  understood  that  for  purposes  of this  paragraph  (d),  such
     compliance  shall be  determined  without  regard to any period of grace or
     requirement of notice provided under this Agreement).

                                   ARTICLE IX

                             SUPPLEMENTAL AGREEMENTS

         Section   9.01.    SUPPLEMENTAL    AGREEMENTS    WITHOUT   CONSENT   OF
CERTIFICATEHOLDERS.  Without the consent of the Certificateholders,  the Company
may (but will not be required  to),  and the Trustee  (subject to Section  9.03)
shall, at the Company's  request,  at any time and from time to time, enter into
one  or  more  agreements   supplemental   hereto  or,  if  applicable,   to  an
Intercreditor  Agreement or a Liquidity  Facility,  in form  satisfactory to the
Trustee, for any of the following purposes:

         (1) to provide for the  formation of a Trust,  the issuance of a series
     of Certificates and other matters contemplated by Section 2.01(b); or

         (2) to evidence the  succession of another  corporation  to the Company
     and the  assumption  by any such  successor of the covenants of the Company
     herein contained or of the Company's  obligations  under any  Intercreditor
     Agreement or any Liquidity Facility; or

         (3) to add to the  covenants  of the  Company  for the  benefit  of the
     Certificateholders  of any  series,  or to  surrender  any  right  or power
     conferred upon the Company in this Agreement,  any Intercreditor  Agreement
     or any Liquidity Facility; or

         (4) to correct or  supplement  any  provision  in this  Agreement,  any
     Intercreditor Agreement or any Liquidity Facility which may be defective or
     inconsistent  with any other  provision  herein or  therein  or to cure any
     ambiguity  or to modify  any other  provision  with  respect  to matters or
     questions arising under this Agreement,  any Intercreditor Agreement or any
     Liquidity  Facility,  PROVIDED,  HOWEVER,  that any such  action  shall not
     materially adversely affect the interests of the  Certificateholders of any
     series;  to  correct  any  mistake  in this  Agreement,  any  Intercreditor
     Agreement or any Liquidity  Facility;  or, as provided in any Intercreditor


<PAGE>

     Agreement,  to  give  effect  to or  provide  for a  Replacement  Liquidity
     Facility (as defined in such Intercreditor Agreement); or

         (5) to comply with any  requirement  of the SEC,  any  applicable  law,
     rules or  regulations  of any  exchange  or  quotation  system on which the
     Certificates of any series are listed or of any regulatory body; or

         (6) to modify,  eliminate or add to the  provisions of this  Agreement,
     any  Intercreditor  Agreement or any  Liquidity  Facility to such extent as
     shall be necessary to continue the  qualification  of this  Agreement,  any
     Intercreditor   Agreement  or  any  Liquidity   Facility   (including   any
     supplemental  agreement) under the Trust Indenture Act or under any similar
     Federal  statute  hereafter  enacted,  and to add to  this  Agreement,  any
     Intercreditor  Agreement or any Liquidity Facility such other provisions as
     may be expressly permitted by the Trust Indenture Act, excluding,  however,
     the provisions  referred to in Section 316(a)(2) of the Trust Indenture Act
     as in effect at the date as of which this Basic  Agreement  was executed or
     any  corresponding  provision  in any  similar  Federal  statute  hereafter
     enacted; or

         (7) to evidence and provide for the  acceptance  of  appointment  under
     this Agreement,  any Intercreditor Agreement or any Liquidity Facility by a
     successor  Trustee  with  respect  to one or more  Trusts  and to add to or
     change any of the provisions of this Agreement, any Intercreditor Agreement
     or  any  Liquidity  Facility  as  shall  be  necessary  to  provide  for or
     facilitate the administration of the Trust, pursuant to the requirements of
     Section 7.10; or

         (8) to provide the information  required under Section 7.12 and Section
     12.04 as to the Trustee; or

         (9) to make any other  amendments or  modifications  hereto,  PROVIDED,
     HOWEVER,  that such amendments or modifications shall apply to Certificates
     of any series to be thereafter issued;

PROVIDED,  HOWEVER,  that no such supplemental  agreement shall adversely affect
the status of any Trust as a grantor trust under Subpart E, Part I of Subchapter
J of Chapter 1 of Subtitle A of the Internal  Revenue Code of 1986,  as amended,
for U.S. federal income tax purposes.


         Section    9.02.    SUPPLEMENTAL    AGREEMENTS    WITH    CONSENT    OF
CERTIFICATEHOLDERS.  With  respect  to each  separate  Trust  and the  series of
Certificates  relating  thereto,  with  the  consent  of the  Certificateholders
holding  Certificates of such series (including  consents obtained in connection
with  a  tender  offer  or  exchange  offer  for  the  Certificates)  evidencing
Fractional Undivided Interests  aggregating not less than a majority in interest
in such Trust, by Direction of said Certificateholders  delivered to the Company
and the  Trustee,  the Company may (with the consent of the Owner  Trustees,  if
any,  relating to such  Certificates,  which consent  shall not be  unreasonably
withheld),  but shall not be obligated  to, and the Trustee  (subject to Section
9.03) shall, enter into an agreement or agreements  supplemental  hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any


<PAGE>

of  the  provisions  of  this  Agreement,  any  Intercreditor  Agreement  or any
Liquidity  Facility to the extent  applicable to such  Certificateholders  or of
modifying in any manner the rights and  obligations  of such  Certificateholders
under this Agreement,  any  Intercreditor  Agreement or any Liquidity  Facility;
PROVIDED,  HOWEVER,  that no such  agreement  shall,  without the consent of the
Certificateholder of each Outstanding Certificate affected thereby:

         (1)  reduce in any  manner  the  amount of, or delay the timing of, any
     receipt by the  Trustee of  payments  on the  Equipment  Notes held in such
     Trust  or  distributions  that  are  required  to be  made  herein  on  any
     Certificate  of  such  series,  or  change  any  date  of  payment  on  any
     Certificate of such series,  or change the place of payment  where,  or the
     coin or currency in which,  any  Certificate of such series is payable,  or
     impair the right to institute suit for the  enforcement of any such payment
     or  distribution  on or after  the  Regular  Distribution  Date or  Special
     Distribution Date applicable thereto; or

         (2) permit the  disposition of any Equipment Note included in the Trust
     Property of such Trust except as permitted by this Agreement,  or otherwise
     deprive  such  Certificateholder  of the  benefit of the  ownership  of the
     Equipment Notes in such Trust; or

         (3) alter the priority of distributions  specified in the Intercreditor
     Agreement  in  a  manner  materially   adverse  to  the  interests  of  the
     Certificateholders of any series; or

         (4)  reduce  the  specified  percentage  of  the  aggregate  Fractional
     Undivided   Interests   of  such  Trust  that  is  required  for  any  such
     supplemental  agreement,  or reduce such specified  percentage required for
     any waiver (of  compliance  with certain  provisions  of this  Agreement or
     certain  defaults  hereunder and their  consequences)  provided for in this
     Agreement; or

         (5) modify any of the  provisions of this Section 9.02 or Section 6.05,
     except to increase any such  percentage  or to provide  that certain  other
     provisions  of this  Agreement  cannot be  modified  or waived  without the
     consent  of the  Certificateholder  of  each  Certificate  of  such  series
     affected thereby; or

         (6)  adversely  affect the status of any Trust as a grantor trust under
     Subpart  E,  Part I of  Subchapter  J of  Chapter  1 of  Subtitle  A of the
     Internal  Revenue Code of 1986,  as amended,  for U.S.  federal  income tax
     purposes.

         It shall not be necessary for any Direction of such  Certificateholders
under  this  Section  9.02  to  approve  the  particular  form  of any  proposed
supplemental  agreement,  but it shall be  sufficient  if such  Direction  shall
approve the substance thereof.

         Section 9.03.  DOCUMENTS  AFFECTING  IMMUNITY OR  INDEMNITY.  If in the
opinion of the  Trustee any  document  required to be executed by it pursuant to
the terms of Section 9.01 or 9.02 affects any interest, right, duty, immunity or
indemnity  in favor of the  Trustee  under  this  Basic  Agreement  or any Trust
Supplement, the Trustee may in its discretion decline to execute such document.


<PAGE>

         Section 9.04. EXECUTION OF SUPPLEMENTAL  AGREEMENTS.  In executing,  or
accepting the additional trusts created by, any supplemental agreement permitted
by this  Article or the  modifications  thereby  of the  trusts  created by this
Agreement,  the  Trustee  shall  be  entitled  to  receive,  and  shall be fully
protected in relying upon,  an Opinion of Counsel  stating that the execution of
such supplemental agreement is authorized or permitted by this Agreement.

         Section 9.05. EFFECT OF SUPPLEMENTAL AGREEMENTS.  Upon the execution of
any agreement  supplemental  to this  Agreement  under this Article,  this Basic
Agreement  shall be  modified in  accordance  therewith,  and such  supplemental
agreement shall form a part of this Basic Agreement for all purposes;  and every
Certificateholder  of each series  theretofore or thereafter  authenticated  and
delivered  hereunder  shall be bound  thereby to the extent  applicable  to such
series.

         Section 9.06.  CONFORMITY WITH TRUST INDENTURE ACT. Every  supplemental
agreement executed pursuant to this Article shall conform to the requirements of
the Trust Indenture Act as then in effect.

         Section 9.07.  REFERENCE IN CERTIFICATES  TO  SUPPLEMENTAL  AGREEMENTS.
Certificates of each series  authenticated  and delivered after the execution of
any  supplemental  agreement  applicable to such series pursuant to this Article
may bear a notation in form  approved  by the Trustee as to any matter  provided
for in such supplemental agreement;  and, in such case, suitable notation may be
made upon Outstanding  Certificates of such series after proper presentation and
demand.

                                    ARTICLE X

                   AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

         Section 10.01.  AMENDMENTS AND  SUPPLEMENTS TO INDENTURE AND OTHER NOTE
DOCUMENTS. In the event that the Trustee, as holder (or beneficial owner through
the Subordination  Agent) of any Equipment Notes (or as a prospective  purchaser
of any Postponed  Notes) in trust for the benefit of the  Certificateholders  of
any series or as Controlling  Party under an Intercreditor  Agreement,  receives
(directly or indirectly through the Subordination Agent) a request for a consent
to any amendment,  modification, waiver or supplement under any Indenture, other
Note Document or any other related document,  the Trustee shall forthwith send a
notice of such proposed  amendment,  modification,  waiver or supplement to each
Certificateholder  of such series  registered  on the Register as of the date of
such  notice.  The Trustee  shall  request from the  Certificateholders  of such
series a Direction  as to (a) whether or not to take or refrain  from taking (or
direct the Subordination  Agent to take or refrain from taking) any action which
a holder of (or, with respect to Postponed  Notes,  a prospective  purchaser of)
such Equipment Note or a Controlling Party has the option to direct, (b) whether
or not to give or execute (or direct the Subordination Agent to give or execute)
any waivers, consents,  amendments,  modifications or supplements as a holder of


<PAGE>

(or, with respect to Postponed Notes, a prospective purchaser of) such Equipment
Note or as  Controlling  Party and (c) how to vote (or direct the  Subordination
Agent to vote) any  Equipment  Note (or, with respect to a Postponed  Note,  its
commitment  to acquire such  Postponed  Note) if a vote has been called for with
respect thereto.  Provided such a request for Certificateholder  Direction shall
have been  made,  in  directing  any  action or  casting  any vote or giving any
consent as the holder of any Equipment  Note (or in directing the  Subordination
Agent in any of the foregoing), (i) other than as Controlling Party, the Trustee
shall vote for or give consent to any such action with respect to such Equipment
Note (or  Postponed  Note) in the same  proportion  as that of (A) the aggregate
face  amounts  of all  Certificates  actually  voted in  favor of or for  giving
consent  to such  action  by such  Direction  of  Certificateholders  to (B) the
aggregate face amount of all  Outstanding  Certificates  and (ii) as Controlling
Party, the Trustee shall vote as directed in such Certificateholder Direction by
the Certificateholders of such series evidencing a Fractional Undivided Interest
aggregating  not less than a majority in interest in the Trust.  For purposes of
the  immediately  preceding  sentence,  a Certificate  shall have been "actually
voted"  if the  Holder of such  Certificate  has  delivered  to the  Trustee  an
instrument  evidencing  such  Holder's  consent to such  Direction  prior to one
Business Day before the Trustee  directs such action or casts such vote or gives
such consent. Notwithstanding the foregoing, but subject to Section 6.04 and any
Intercreditor  Agreement,  the Trustee may, with respect to the  Certificates of
any series,  in its own discretion and at its own direction,  consent and notify
the relevant Loan Trustee of such consent (or direct the Subordination  Agent to
consent  and  notify  the  Loan  Trustee  of  such  consent)  to any  amendment,
modification,  waiver or  supplement  under any related  Indenture  or any other
related Note Document if an Event of Default  hereunder  shall have occurred and
be continuing or if such amendment,  modification, waiver or supplement will not
materially  adversely  affect the  interests of the  Certificateholders  of such
series.

                                   ARTICLE XI

                              TERMINATION OF TRUSTS

         Section  11.01.  TERMINATION  OF THE  TRUSTS.  In respect of each Trust
created by the Basic Agreement as  supplemented  by a related Trust  Supplement,
the respective  obligations and  responsibilities of the Company and the Trustee
with respect to such Trust shall terminate upon the  distribution to all Holders
of  Certificates  of the  series of such Trust and the  Trustee  of all  amounts
required  to  be  distributed  to  them  pursuant  to  this  Agreement  and  the
disposition  of all property  held as part of the Trust  Property of such Trust;
PROVIDED, HOWEVER, that in no event shall such Trust continue beyond one hundred
ten (110) years following the date of the execution of the Trust Supplement with
respect to such Trust (or such other final  expiration  date as may be specified
in such Trust Supplement).

         Notice of any termination of a Trust, specifying the applicable Regular
Distribution Date (or applicable Special  Distribution Date, as the case may be)
upon which the Certificateholders of any series may surrender their Certificates
to the Trustee for payment of the final distribution and cancellation,  shall be
mailed promptly by the Trustee to  Certificateholders of such series not earlier
than the minimum  number of days and not later than the  maximum  number of days
specified  therefor  in  the  related  Trust  Supplement  preceding  such  final
distribution   specifying  (A)  the  Regular   Distribution   Date  (or  Special


<PAGE>

Distribution  Date, as the case may be) upon which the proposed final payment of
the Certificates of such series will be made upon  presentation and surrender of
Certificates  of such  series at the  office or  agency of the  Trustee  therein
specified,  (B) the amount of any such proposed final payment,  and (C) that the
Record Date otherwise  applicable to such Regular  Distribution Date (or Special
Distribution  Date, as the case may be) is not  applicable,  payments being made
only upon  presentation  and surrender of the Certificates of such series at the
office or agency of the Trustee therein  specified.  The Trustee shall give such
notice to the  Registrar at the time such notice is given to  Certificateholders
of such series.  Upon  presentation  and surrender of the  Certificates  of such
series in accordance with such notice, the Trustee shall cause to be distributed
to  Certificateholders  of such series  amounts  distributable  on such  Regular
Distribution Date (or Special Distribution Date, as the case may be) pursuant to
Section 4.02.

         In the event that all of the  Certificateholders  of such series  shall
not surrender their  Certificates for  cancellation  within six months after the
date specified in the  above-mentioned  written notice, the Trustee shall give a
second  written  notice to the  remaining  Certificateholders  of such series to
surrender their Certificates for cancellation and receive the final distribution
with respect thereto. No additional interest shall accrue on the Certificates of
such series after any Regular  Distribution Date (or Special  Distribution Date,
as the case may be) of such series, as specified in the first written notice. In
the event that any money held by the Trustee for the payment of distributions on
the  Certificates  of such series shall remain  unclaimed for two years (or such
lesser time as the Trustee  shall be  satisfied,  after 60 days' notice from the
Company, is one month prior to the escheat period provided under applicable law)
after the final distribution date with respect thereto, the Trustee shall pay to
each Loan Trustee the appropriate  amount of money relating to such Loan Trustee
and shall give  written  notice  thereof to the related  Owner  Trustees and the
Company.

                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

         Section 12.01. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS. The death or
incapacity of any Certificateholder of any series shall not operate to terminate
this Agreement or the related Trust, nor entitle such Certificateholder's  legal
representatives  or  heirs  to claim an  accounting  or to take  any  action  or
commence any proceeding in any court for a partition or winding up of the Trust,
nor otherwise  affect the rights,  obligations,  and  liabilities of the parties
hereto or any of them.

         Section 12.02. LIABILITIES OF CERTIFICATEHOLDERS. Neither the existence
of the Trust nor any  provision in this  Agreement is intended to or shall limit
the   liability   the   Certificateholders   would   otherwise   incur   if  the
Certificateholders   owned  Trust   Property  as  co-owners,   or  incurred  any
obligations of the Trust, directly rather than through the Trust.

         Section 12.03. REGISTRATION OF EQUIPMENT NOTES IN NAME OF SUBORDINATION
AGENT.  If a Trust is party to an  Intercreditor  Agreement,  the Trustee agrees
that all  Equipment  Notes to be  purchased by such Trust shall be issued in the


<PAGE>

name of the  Subordination  Agent  under  such  Intercreditor  Agreement  or its
nominee  and held by such  Subordination  Agent in trust for the  benefit of the
Certificateholders,  or, if not so held, such Subordination Agent or its nominee
shall be reflected as the owner of such  Equipment  Notes in the register of the
issuer of such Equipment Notes.

         Section 12.04.  NOTICES.  (a) Unless  otherwise  specifically  provided
herein or in the  applicable  Trust  Supplement  with respect to any Trust,  all
notices  required under the terms and provisions of this Basic Agreement or such
Trust  Supplement with respect to such Trust shall be in English and in writing,
and any such  notice  may be given by United  States  mail,  courier  service or
telecopy,  and any such notice shall be effective when delivered or received or,
if mailed,  three days after  deposit  in the  United  States  mail with  proper
postage for ordinary mail prepaid,


         if to the Company:

                 Continental Airlines, Inc.
                 2929 Allen Parkway
                 Houston, TX  77019
                 Attention:  Chief Financial Officer and
                             General Counsel
                 Facsimile:  (713) 523-2831

         if to the Trustee:

                 Wilmington Trust Company
                 Rodney Square North
                 1100 North Market Street
                 Wilmington,  DE  19890-0001
                 Attention:  Corporate Trust Department
                 Facsimile:  (302) 651-8882
                 Telephone:  (302) 651-8584

         (b) The Company or the Trustee,  by notice to the other,  may designate
additional or different addresses for subsequent notices or communications.

         (c) Any notice or  communication  to  Certificateholders  of any series
shall be mailed by first-class mail to the addresses for  Certificateholders  of
such series shown on the Register kept by the  Registrar and to addresses  filed
with the Trustee for  Certificate  Owners of such  series.  Failure so to mail a
notice or communication or any defect in such notice or communication  shall not
affect its sufficiency with respect to other  Certificateholders  or Certificate
Owners of such series.

         (d) If a notice or communication is mailed in the manner provided above
within the time prescribed, it is conclusively presumed to have been duly given,
whether or not the addressee receives it.


<PAGE>

         (e)  If  the   Company   mails  a  notice  or   communication   to  the
Certificateholders  of such  series,  it shall mail a copy to the Trustee and to
each Paying Agent for such series at the same time.

         (f) Notwithstanding the foregoing, all communications or notices to the
Trustee shall be deemed to be given only when received by a Responsible  Officer
of the Trustee.

         (g) The Trustee shall  promptly  furnish the Company with a copy of any
demand, notice or written  communication  received by the Trustee hereunder from
any Certificateholder, Owner Trustee or Loan Trustee.

         Section 12.05.  GOVERNING LAW. THIS BASIC AGREEMENT,  TOGETHER WITH ALL
TRUST  SUPPLEMENTS AND  CERTIFICATES,  SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE  AND THE  OBLIGATIONS,  RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 12.06.  SEVERABILITY  OF PROVISIONS.  If any one or more of the
covenants,  agreements,  provisions or terms of this Agreement  shall be for any
reason whatsoever held invalid, then such covenants, agreements,  provisions, or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other  provisions of this Agreement or the related Trust,
or of the  Certificates  of such series or the rights of the  Certificateholders
thereof.

         Section 12.07. TRUST INDENTURE ACT CONTROLS.  This Agreement is subject
to the  provisions  of  the  Trust  Indenture  Act  and  shall,  to  the  extent
applicable,  be governed by such provisions.  If any provision of this Agreement
limits,  qualifies or conflicts with another  provision  which is required to be
included in this Agreement by the Trust  Indenture  Act, the required  provision
shall control.

         Section  12.08.  EFFECT OF HEADINGS AND TABLE OF CONTENTS.  The Article
and Section  headings herein and the Table of Contents are for convenience  only
and shall not affect the construction hereof.

         Section  12.09.  SUCCESSORS  AND ASSIGNS.  All  covenants,  agreements,
representations  and warranties in this Agreement by the Trustee and the Company
shall bind and, to the extent  permitted  hereby,  shall inure to the benefit of
and be  enforceable  by their  respective  successors  and  assigns,  whether so
expressed or not.

         Section 12.10.  BENEFITS OF AGREEMENT.  Nothing in this Agreement or in
the  Certificates of any series,  express or implied,  shall give to any Person,
other  than  the  parties  hereto  and  their  successors  hereunder,   and  the
Certificateholders  of each series, any benefit or any legal or equitable right,
remedy or claim under this Agreement.


<PAGE>

         Section  12.11.   LEGAL  HOLIDAYS.   In  any  case  where  any  Regular
Distribution  Date or Special  Distribution  Date relating to any Certificate of
any  series  shall not be a  Business  Day with  respect  to such  series,  then
(notwithstanding any other provision of this Agreement) payment need not be made
on such date, but may be made on the next succeeding  Business Day with the same
force  and  effect  as if made  on such  Regular  Distribution  Date or  Special
Distribution Date, and no interest shall accrue during the intervening period.

         Section  12.12.  COUNTERPARTS.  For the  purpose  of  facilitating  the
execution  of this  Agreement  and for other  purposes,  this  Agreement  may be
executed   simultaneously   in  any  number  of  counterparts,   each  of  which
counterparts  shall be deemed to be an original,  and all of which  counterparts
shall constitute but one and the same instrument.

         Section  12.13.   COMMUNICATION   BY   CERTIFICATEHOLDERS   WITH  OTHER
CERTIFICATEHOLDERS.  Certificateholders of any series may communicate with other
Certificateholders  of such series with respect to their rights under this Basic
Agreement,  the related  Trust  Supplement  or the  Certificates  of such series
pursuant to Section 312(b) of the Trust Indenture Act. The Company,  the Trustee
and any and all  other  persons  benefitted  by this  Agreement  shall  have the
protection afforded by Section 312(c) of the Trust Indenture Act.

         Section  12.14.  INTENTION OF PARTIES.  The parties  hereto intend that
each Trust be classified for U.S. federal income tax purposes as a grantor trust
under Subpart E, Part I of Subchapter J of the Internal Revenue Code of 1986, as
amended,  and not as a trust or  association  taxable as a  corporation  or as a
partnership.  The powers  granted and  obligations  undertaken  pursuant to this
Agreement shall be so construed so as to further such intent.


<PAGE>

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed by their  respective  officers  thereunto duly authorized as of the day
and year first written above.

                                            CONTINENTAL AIRLINES, INC.


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


                                            WILMINGTON TRUST COMPANY,
                                               as Trustee


                                            By:
                                               ---------------------------------
                                               Name:
                                               Title:


<PAGE>

                                                                       EXHIBIT A

                               FORM OF CERTIFICATE


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation  ("DTC"),  to Issuer or its
agent for  registration  of transfer,  exchange or payment,  and any certificate
issued  is  registered  in the name of Cede & Co.  or in such  other  name as is
requested  by an  authorized  representative  of DTC (and any payment is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC),  ANY TRANSFER,  PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.<F1>

         CONTINENTAL AIRLINES ____________ PASS THROUGH TRUST

                                  Pass Through
                         Certificate, Series __________

                  Final Regular Distribution Date: _____, ____

                evidencing a fractional  undivided  interest in a
                trust,  the  property of which  includes  certain
                equipment notes each secured by Aircraft owned by
                or leased to Continental Airlines, Inc.

Certificate
No.____________                         $_________ Fractional Undivided Interest
                                        representing ._____% of the Trust per 
                                        $1,000 face amount


         THIS  CERTIFIES THAT  __________________,  for value  received,  is the
registered  owner of a  $___________  (________  dollars)  Fractional  Undivided
Interest in the  Continental  Airlines  Pass  Through  Trust,  Series [___] (the
"TRUST")  created by  Wilmington  Trust  Company,  as trustee  (the  "TRUSTEE"),
pursuant to a Pass  Through  Trust  Agreement  dated as of [ ], 1997 (the "BASIC
AGREEMENT"),  as  supplemented  by Trust  Supplement No.  _______  thereto dated
__________,  199_  (collectively,  the  "AGREEMENT"),  between  the  Trustee and
Continental Airlines,  Inc., a corporation  incorporated under Delaware law (the
"COMPANY"),  a summary of certain of the  pertinent  provisions  of which is set
forth below. To the extent not otherwise  defined herein,  the capitalized terms
used  herein  have  the  meanings  assigned  to  them  in  the  Agreement.  This
Certificate  is one of the  duly  authorized  Certificates  designated  as "___%
Continental Airlines Pass Through  Certificate,  Series ____" (herein called the
"CERTIFICATES").  This  Certificate is issued under and is subject to the terms,





- -------------------
<F1> This legend to appear on Book-Entry Certificates to be deposited  with  The
     Depository Trust Company.


<PAGE>

provisions and conditions of the Agreement.  By virtue of its acceptance hereof,
the  Certificateholder  of this Certificate assents to and agrees to be bound by
the  provisions of the Agreement and any related  Intercreditor  Agreement.  The
property of the Trust  includes  certain  Equipment  Notes and all rights of the
Trust to receive any  payments  under any  Intercreditor  Agreement or Liquidity
Facility (the "TRUST PROPERTY"). Each issue of the Equipment Notes is or will be
secured by, among other  things,  a security  interest in aircraft  leased to or
owned by the Company.

         The Certificates  represent fractional undivided interests in the Trust
and the Trust Property,  and have no rights,  benefits or interest in respect of
any  other  separate  trust  established  pursuant  to the  terms  of the  Basic
Agreement for any other series of certificates issued pursuant thereto.

         Subject to and in  accordance  with the terms of the  Agreement and any
related Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each __________ and ___________ (a "REGULAR  DISTRIBUTION
DATE"),  commencing  on  _________,  199_,  to the  Person  in whose  name  this
Certificate is registered at the close of business on the 15th day preceding the
Regular Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular  Distribution Date, the receipt of which has
been confirmed by the Trustee,  equal to the product of the percentage  interest
in the Trust  evidenced  by this  Certificate  and an amount equal to the sum of
such  Scheduled  Payments.  Subject to and in  accordance  with the terms of the
Agreement  and any related  Intercreditor  Agreement,  in the event that Special
Payments on the  Equipment  Notes are received by the  Trustee,  from funds then
available to the Trustee,  there shall be distributed on the applicable  Special
Distribution Date, to the Person in whose name this Certificate is registered at
the close of business on the 15th day preceding the Special  Distribution  Date,
an amount in  respect of such  Special  Payments  on the  Equipment  Notes,  the
receipt of which has been confirmed by the Trustee,  equal to the product of the
percentage  interest in the Trust  evidenced by this  Certificate  and an amount
equal to the sum of such Special Payments so received. If a Regular Distribution
Date or Special  Distribution Date is not a Business Day,  distribution shall be
made on the immediately following Business Day with the same force and effect as
if made on such Regular  Distribution  Date or Special  Distribution Date and no
interest  shall accrue  during the  intervening  period.  The Trustee shall mail
notice of each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

         Distributions  on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto,  without the presentation or surrender of
this  Certificate  or the making of any  notation  hereon.  Except as  otherwise
provided in the Agreement and  notwithstanding the above, the final distribution
on this  Certificate  will be made  after  notice  mailed by the  Trustee of the
pendency of such  distribution and only upon  presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.

         The  Certificates  do not  represent  a  direct  obligation  of,  or an
obligation  guaranteed  by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only


<PAGE>

from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and  at  such  other  places,  if  any,   designated  by  the  Trustee,  by  any
Certificateholder upon request.

         The Agreement permits,  with certain  exceptions therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Company and the rights of the Certificateholders under the Agreement at any time
by the  Company  and the  Trustee  with the  consent  of the  Certificateholders
holding Certificates  evidencing  Fractional Undivided Interests aggregating not
less  than a  majority  in  interest  in the  Trust.  Any  such  consent  by the
Certificateholder  of this  Certificate  shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any  Certificate  issued upon the transfer hereof or in exchange hereof or in
lieu  hereof  whether  or not  notation  of  such  consent  is  made  upon  this
Certificate.  The  Agreement  also  permits the  amendment  thereof,  in certain
limited  circumstances,  without the consent of the Certificateholders of any of
the Certificates.

         As provided in the  Agreement  and subject to certain  limitations  set
forth,  the transfer of this  Certificate  is  registrable  in the Register upon
surrender of this  Certificate  for  registration  of transfer at the offices or
agencies  maintained  by the  Trustee in its  capacity as  Registrar,  or by any
successor  Registrar  duly endorsed or  accompanied  by a written  instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the  Certificateholder   hereof  or  such   Certificateholder's   attorney  duly
authorized in writing,  and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.

         The Certificates are issuable only as registered  Certificates  without
coupons in minimum  denominations of $1,000  Fractional  Undivided  Interest and
integral  multiples  thereof  except  that one  Certificate  may be  issued in a
different  denomination.  As  provided in the  Agreement  and subject to certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of  authorized   denominations   evidencing  the  same  aggregate
Fractional   Undivided   Interest   in   the   Trust,   as   requested   by  the
Certificateholder surrendering the same.

         No service charge will be made for any such registration of transfer or
exchange, but the Trustee shall require payment of a sum sufficient to cover any
tax or governmental charge payable in connection therewith.

         The  Trustee,  the  Registrar,  and any  agent  of the  Trustee  or the
Registrar may treat the person in whose name this  Certificate  is registered as


<PAGE>

the owner hereof for all purposes,  and neither the Trustee, the Registrar,  nor
any such agent shall be affected by any notice to the contrary.

         The obligations and  responsibilities  created by the Agreement and the
Trust   created   thereby   shall    terminate   upon   the    distribution   to
Certificateholders of all amounts required to be distributed to them pursuant to
the  Agreement  and the  disposition  of all property  held as part of the Trust
Property.

         THIS  CERTIFICATE  AND THE  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF DELAWARE AND THE OBLIGATIONS,  RIGHTS AND REMEDIES
OF  THE  PARTIES  AND  CERTIFICATEHOLDERS  HEREUNDER  AND  THEREUNDER  SHALL  BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Unless the  certificate of  authentication  hereon has been executed by
the Trustee, by manual signature,  this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.


<PAGE>

         IN WITNESS WHEREOF,  the Trustee has caused this Certificate to be duly
executed.

                                            CONTINENTAL AIRLINES, INC.


                                            By:  WILMINGTON TRUST COMPANY,
                                                 as Trustee


                                            By:
                                               ---------------------------------
                                            Title:
                                                  ------------------------------

Dated:
      --------------------------


<PAGE>

              [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                   This is one of the Certificates referred to
                       in the within-mentioned Agreement.


                                            WILMINGTON TRUST COMPANY,
                                               as Trustee


                                            By:
                                               ---------------------------------
                                                       Authorized Officer
 



                                                                    EXHIBIT 25.1




        STATEMENT OF ELIGIBILITY OF WILMINGTON TRUST COMPANY ON FORM T-1






<PAGE>



                                                                Registration No.



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM T-1


         STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE


CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)  X
                  --- 


                            WILMINGTON TRUST COMPANY
               (Exact name of trustee as specified in its charter)


        Delaware                                         51-0055023
(State of incorporation)                    (I.R.S. employer identification no.)


                               Rodney Square North
                            1100 North Market Street
                           Wilmington, Delaware 19890
                    (Address of principal executive offices)

                               Cynthia L. Corliss
                        Vice President and Trust Counsel
                            Wilmington Trust Company
                               Rodney Square North
                           Wilmington, Delaware 19890
                                 (302) 651-8516
            (Name, address and telephone number of agent for service)



                           CONTINENTAL AIRLINES, INC.


               (Exact name of obligor as specified in its charter)


        Delaware                                         74-2099724
(State of incorporation                     (I.R.S. employer identification no.)
     or formation)

2929 Allen Parkway, Suite 2010
     Houston, Texas                                         77019
(Address of principal executive offices)                  (Zip Code)


                            Pass Through Certificates
                       (Title of the indenture securities)


<PAGE>

ITEM 1.  GENERAL INFORMATION.

         Furnish the following
 information as to the trustee:

         (a)  Name and address of each  examining  or  supervising  authority to
              which it is subject.

         Federal Deposit Insurance Co.                State Bank Commissioner
         Five Penn Center                             Dover, Delaware
         Suite #2901
         Philadelphia, PA

         (b)  Whether it is authorized to exercise corporate trust powers.

         The  trustee is authorized to exercise corporate trust powers.


ITEM 2.  AFFILIATIONS WITH THE OBLIGOR.

              If the  obligor is an  affiliate  of the  trustee,  describe  each
         affiliation:

              Based upon an  examination of the books and records of the trustee
              and upon information  furnished by the obligor, the obligor is not
              an affiliate of the trustee.


ITEM 3.  LIST OF EXHIBITS.

              List  below  all  exhibits  filed  as part of  this  Statement  of
         Eligibility and Qualification.

              A.    Copy of the  Charter  of  Wilmington  Trust  Company,  which
                    includes the  certificate  of authority of Wilmington  Trust
                    Company  to  commence  business  and  the  authorization  of
                    Wilmington Trust Company to exercise corporate trust powers.
              B.    Copy of By-Laws of Wilmington Trust Company.
              C.    Consent of  Wilmington  Trust  Company  required  by Section
                    321(b) of Trust Indenture Act.
              D.    Copy of most recent Report of Condition of Wilmington  Trust
                    Company.

              Pursuant to the  requirements  of the Trust Indenture Act of 1939,
the trustee,  Wilmington  Trust  Company,  a corporation  organized and existing
under the laws of Delaware,  has duly caused this Statement of Eligibility to be
signed on its behalf by the undersigned,  thereunto duly authorized,  all in the
City of Wilmington and State of Delaware on the 3rd day of October, 1997.


[SEAL]                                      WILMINGTON TRUST COMPANY


Attest: /S/ W. CHRIS SPONENBERG             By:  /S/ NORMA P. CLOSE
       ----------------------------            ---------------------------------
         ASSISTANT SECRETARY                Name:   Norma P. Close
                                            Title:  Vice President

<PAGE>




                                    EXHIBIT A


                                 AMENDED CHARTER


                            WILMINGTON TRUST COMPANY


                              WILMINGTON, DELAWARE


                           AS EXISTING ON MAY 9, 1987




<PAGE>


                                                                     EXHIBIT A


                                 AMENDED CHARTER


                                       OR


                              ACT OF INCORPORATION


                                       OF


                            WILMINGTON TRUST COMPANY


WILMINGTON      TRUST COMPANY,  originally incorporated by an Act of the General
                Assembly  of  the  State  of  Delaware,   entitled  "An  Act  to
                Incorporate the Delaware Guarantee and Trust Company",  approved
                March 2, A.D. 1901, and the name of which company was changed to
                "WILMINGTON  TRUST COMPANY" by an amendment  filed in the Office
                of the  Secretary  of State  on March  18,  A.D.  1903,  and the
                Charter or Act of  Incorporation  of which company has been from
                time to time amended and changed by merger  agreements  pursuant
                to the  corporation  law for state banks and trust  companies of
                the State of  Delaware,  does hereby alter and amend its Charter
                or Act of  Incorporation  so that  the  same as so  altered  and
                amended shall in its entirety read as follows:

           FIRST: - The name of this corporation is WILMINGTON TRUST COMPANY.

           SECOND:  - The  location  of its  principal  office  in the  State of
           Delaware is at Rodney Square North, in the City of Wilmington, County
           of New Castle;  the name of its resident  agent is  WILMINGTON  TRUST
           COMPANY  whose  address is Rodney  Square  North,  in said  City.  In
           addition to such principal office, the said corporation maintains and
           operates  branch  offices in the City of Newark,  New Castle  County,
           Delaware,  the Town of  Newport,  New  Castle  County,  Delaware,  at
           Claymont,  New Castle County,  Delaware,  at  Greenville,  New Castle
           County  Delaware,  and at Milford  Cross  Roads,  New Castle  County,
           Delaware, and shall be empowered to open, maintain and operate branch
           offices at Ninth and  Shipley  Streets,  418  Delaware  Avenue,  2120
           Market Street, and 3605 Market Street, all in the City of Wilmington,
           New Castle County,  Delaware, and such other branch offices or places
           of business as may be  authorized  from time to time by the agency or
           agencies  of the  government  of the State of Delaware  empowered  to
           confer such authority.


<PAGE>
           THIRD:  - (a) The nature of the business and the objects and purposes
           proposed to be transacted, promoted or carried on by this Corporation
           are to do any or all of the things  herein  mentioned as fully and to
           the same extent as natural  persons might or could do and in any part
           of the world, viz.:

                     (1) To sue and be sued, complain and defend in any Court of
                     law or equity and to make and use a common seal,  and alter
                     the seal at pleasure, to hold, purchase,  convey,  mortgage
                     or otherwise deal in real and personal estate and property,
                     and to appoint such  officers and agents as the business of
                     the  Corporation   shall  require,   to  make  by-laws  not
                     inconsistent  with the  Constitution  or laws of the United
                     States or of this State, to discount bills,  notes or other
                     evidences  of  debt,  to  receive  deposits  of  money,  or
                     securities  for money,  to buy gold and silver  bullion and
                     foreign  coins,  to buy and  sell  bills of  exchange,  and
                     generally  to use,  exercise  and  enjoy  all  the  powers,
                     rights, privileges and franchises incident to a corporation
                     which are proper or necessary  for the  transaction  of the
                     business of the Corporation hereby created.

                     (2) To insure titles to real and personal property,  or any
                     estate or interests therein, and to guarantee the holder of
                     such  property,  real or  personal,  against  any  claim or
                     claims, adverse to his interest therein, and to prepare and
                     give certificates of title for any lands or premises in the
                     State of Delaware, or elsewhere.

                     (3) To act as  factor,  agent,  broker or  attorney  in the
                     receipt, collection,  custody, investment and management of
                     funds, and the purchase,  sale,  management and disposal of
                     property  of all  descriptions,  and to prepare and execute
                     all  papers  which  may be  necessary  or  proper  in  such
                     business.

<PAGE>
                     (4) To  prepare  and  draw  agreements,  contracts,  deeds,
                     leases,  conveyances,  mortgages, bonds and legal papers of
                     every  description,   and  to  carry  on  the  business  of
                     conveyancing in all its branches.

                     (5) To receive upon deposit for safekeeping money, jewelry,
                     plate, deeds, bonds and any and all other personal property
                     of every  sort and kind,  from  executors,  administrators,
                     guardians,  public officers, courts, receivers,  assignees,
                     trustees,  and from  all  fiduciaries,  and from all  other
                     persons and individuals,  and from all corporations whether
                     state, municipal,  corporate or private, and to rent boxes,
                     safes, vaults and other receptacles for such property.

                     (6) To  act as  agent  or  otherwise  for  the  purpose  of
                     registering,   issuing,   certificating,    countersigning,
                     transferring  or  underwriting  the  stock,  bonds or other
                     obligations  of  any  corporation,  association,  state  or
                     municipality,  and may receive and manage any sinking  fund
                     therefor  on such terms as may be agreed  upon  between the
                     two parties, and in like manner may act as Treasurer of any
                     corporation or municipality.

                     (7) To act as  Trustee  under any deed of trust,  mortgage,
                     bond or other instrument issued by any state, municipality,
                     body politic,  corporation,  association or person,  either
                     alone or in  conjunction  with any other person or persons,
                     corporation or corporations.

                     (8) To guarantee the validity, performance or effect of any
                     contract or agreement,  and the fidelity of persons holding
                     places of responsibility or trust; to become surety for any
                     person,  or persons,  for the faithful  performance  of any
                     trust,  office,  duty,  contract  or  agreement,  either by
                     itself or in conjunction with any other person, or persons,
                     corporation,  or  corporations,  or in like  manner  become
                     surety upon any bond, recognizance,  obligation,  judgment,
                     suit, order, or decree to be entered in any court of record
                     within the State of Delaware or elsewhere, or which may now
                     or  hereafter  be  required by any law,  judge,  officer or
                     court in the State of Delaware or elsewhere.



<PAGE>

                     (9) To act  by any  and  every  method  of  appointment  as
                     trustee,   trustee  in  bankruptcy,   receiver,   assignee,
                     assignee in bankruptcy, executor, administrator,  guardian,
                     bailee,  or in any other trust  capacity in the  receiving,
                     holding, managing, and disposing of any and all estates and
                     property,  real,  personal or mixed, and to be appointed as
                     such trustee,  trustee in bankruptcy,  receiver,  assignee,
                     assignee in bankruptcy, executor,  administrator,  guardian
                     or bailee by any persons, corporations,  court, officer, or
                     authority,  in the  State of  Delaware  or  elsewhere;  and
                     whenever  this  Corporation  is so appointed by any person,
                     corporation,  court,  officer or  authority  such  trustee,
                     trustee in  bankruptcy,  receiver,  assignee,  assignee  in
                     bankruptcy, executor,  administrator,  guardian, bailee, or
                     in any other  trust  capacity,  it shall not be required to
                     give bond with surety, but its capital stock shall be taken
                     and held as  security  for the  performance  of the  duties
                     devolving upon it by such appointment.

                     (10) And for its  care,  management  and  trouble,  and the
                     exercise  of any of its  powers  hereby  given,  or for the
                     performance  of any of the duties which it may undertake or
                     be called upon to  perform,  or for the  assumption  of any
                     responsibility  the said  Corporation  may be  entitled  to
                     receive a proper compensation.

                     (11) To purchase,  receive, hold and own bonds,  mortgages,
                     debentures,  shares of capital stock, and other securities,
                     obligations,  contracts and evidences of  indebtedness,  of
                     any  private,  public or municipal  corporation  within and
                     without the State of Delaware,  or of the Government of the
                     United  States,  or of any  state,  territory,  colony,  or
                     possession   thereof,  or  of  any  foreign  government  or
                     country; to receive,  collect,  receipt for, and dispose of
                     interest,  dividends  and  income  upon and from any of the
                     bonds,  mortgages,  debentures,  notes,  shares of  capital
                     stock,  securities,  obligations,  contracts,  evidences of
                     indebtedness  and other  property held and owned by it, and
                     to  exercise  in  respect  of all  such  bonds,  mortgages,
                     debentures,  notes,  shares of capital  stock,  securities,
                     obligations, contracts, evidences of indebtedness and other
                     property,  any and all the rights, powers and privileges of
                     individual  owners  thereof,  including  the  right to vote
                     thereon;  to invest  and deal in and with any of the moneys
                     of the Corporation  upon such securities and in such manner
                     as it may  think fit and  proper,  and from time to time to
                     vary or realize such investments; to issue bonds and secure
                     the same by  pledges or deeds of trust or  mortgages  of or
                     upon the whole or any part of the property held or owned by
                     the Corporation,  and to sell and pledge such bonds, as and
                     when the Board of  Directors  shall  determine,  and in the
                     promotion of its said corporate  business of investment and
                     to the extent authorized by law, to lease, purchase,  hold,
                     sell, assign,  transfer,  pledge,  mortgage and convey real
                     and personal property of any name and nature and any estate
                     or interest therein.



<PAGE>

           (b) In furtherance of, and not in limitation, of the powers conferred
           by the laws of the State of Delaware, it is hereby expressly provided
           that the said Corporation shall also have the following powers:

                     (1) To do any or all of the things herein set forth, to the
                     same  extent as natural  persons  might or could do, and in
                     any part of the world.

                     (2)  To  acquire  the  good  will,  rights,   property  and
                     franchises  and to  undertake  the whole or any part of the
                     assets and liabilities of any person, firm,  association or
                     corporation, and to pay for the same in cash, stock of this
                     Corporation,  bonds or otherwise;  to hold or in any manner
                     to  dispose  of the  whole or any part of the  property  so
                     purchased; to conduct in any lawful manner the whole or any
                     part of any business so  acquired,  and to exercise all the
                     powers necessary or convenient in and about the conduct and
                     management of such business.

                     (3) To take,  hold,  own,  deal in,  mortgage or  otherwise
                     lien, and to lease,  sell,  exchange,  transfer,  or in any
                     manner  whatever  dispose of  property,  real,  personal or
                     mixed, wherever situated.

                     (4) To enter into, make, perform and carry out contracts of
                     every  kind  with  any   person,   firm,   association   or
                     corporation,  and,  without  limit as to  amount,  to draw,
                     make,  accept,   endorse,   discount,   execute  and  issue
                     promissory  notes,  drafts,  bills of  exchange,  warrants,
                     bonds,  debentures,  and other  negotiable or  transferable
                     instruments.



<PAGE>

                     (5) To have one or more offices,  to carry on all or any of
                     its operations and businesses,  without  restriction to the
                     same  extent  as  natural  persons  might or could  do,  to
                     purchase or otherwise  acquire,  to hold, own, to mortgage,
                     sell,  convey or  otherwise  dispose of, real and  personal
                     property,  of every  class and  description,  in any State,
                     District,  Territory or Colony of the United States, and in
                     any foreign country or place.

                     (6) It is the  intention  that the  objects,  purposes  and
                     powers  specified and clauses  contained in this  paragraph
                     shall (except where otherwise  expressed in said paragraph)
                     be  nowise   limited  or  restricted  by  reference  to  or
                     inference from the terms of any other clause of this or any
                     other  paragraph  in this  charter,  but that the  objects,
                     purposes  and powers  specified  in each of the  clauses of
                     this paragraph  shall be regarded as  independent  objects,
                     purposes and powers.

           FOURTH:  - (a) The total  number of  shares of all  classes  of stock
           which the  Corporation  shall have  authority  to issue is  forty-one
           million (41,000,000) shares, consisting of:

                     (1) One million  (1,000,000) shares of Preferred stock, par
                     value  $10.00  per  share   (hereinafter   referred  to  as
                     "Preferred Stock"); and

                     (2) Forty million  (40,000,000) shares of Common Stock, par
                     value $1.00 per share  (hereinafter  referred to as "Common
                     Stock").

           (b) Shares of Preferred  Stock may be issued from time to time in one
           or more series as may from time to time be determined by the Board of
           Directors each of said series to be distinctly designated. All shares
           of any one  series  of  Preferred  Stock  shall  be  alike  in  every
           particular,  except  that  there may be  different  dates  from which
           dividends,  if any, thereon shall be cumulative,  if made cumulative.
           The voting powers and the  preferences  and relative,  participating,
           optional  and  other  special  rights of each  such  series,  and the
           qualifications,  limitations  or  restrictions  thereof,  if any, may
           differ  from  those  of  any  and  all  other   series  at  any  time
           outstanding;  and,  subject to the  provisions of  subparagraph  1 of
           Paragraph (c) of this Article  FOURTH,  the Board of Directors of the
           Corporation  is  hereby  expressly   granted   authority  to  fix  by
           resolution or resolutions adopted prior to the issuance of any shares
           of a particular  series of Preferred Stock, the voting powers and the
           designations,  preferences  and relative,  optional and other special
           rights, and the qualifications,  limitations and restrictions of such
           series,  including,  but  without  limiting  the  generality  of  the
           foregoing, the following:



<PAGE>
                     (1) The  distinctive  designation  of,  and the  number  of
                     shares of  Preferred  Stock  which  shall  constitute  such
                     series,   which  number  may  be  increased  (except  where
                     otherwise  provided by the Board of Directors) or decreased
                     (but  not  below  the   number  of  shares   thereof   then
                     outstanding)  from time to time by like action of the Board
                     of Directors;

                     (2)  The  rate  and  times  at  which,  and the  terms  and
                     conditions on which,  dividends, if any, on Preferred Stock
                     of such series shall be paid,  the extent of the preference
                     or relation,  if any, of such  dividends  to the  dividends
                     payable  on any other  class or  classes,  or series of the
                     same or other  class of stock and  whether  such  dividends
                     shall be cumulative or non-cumulative;

                     (3) The right, if any, of the holders of Preferred Stock of
                     such series to convert  the same into or exchange  the same
                     for,  shares of any other class or classes or of any series
                     of the same or any other  class or  classes of stock of the
                     Corporation and the terms and conditions of such conversion
                     or exchange;

                     (4) Whether or not Preferred  Stock of such series shall be
                     subject to redemption,  and the redemption  price or prices
                     and  the  time  or  times  at  which,  and  the  terms  and
                     conditions on which,  Preferred Stock of such series may be
                     redeemed.

                     (5) The rights,  if any, of the holders of Preferred  Stock
                     of  such  series   upon  the   voluntary   or   involuntary
                     liquidation, merger, consolidation, distribution or sale of
                     assets, dissolution or winding-up, of the Corporation.



<PAGE>

                     (6) The terms of the sinking fund or redemption or purchase
                     account,  if any, to be provided for the Preferred Stock of
                     such series; and

                     (7) The  voting  powers,  if any,  of the  holders  of such
                     series of Preferred Stock which may,  without  limiting the
                     generality of the foregoing include the right,  voting as a
                     series  or by  itself  or  together  with  other  series of
                     Preferred  Stock  or all  series  of  Preferred  Stock as a
                     class, to elect one or more directors of the Corporation if
                     there shall have been a default in the payment of dividends
                     on any one or more series of Preferred  Stock or under such
                     circumstances  and  on  such  conditions  as the  Board  of
                     Directors may determine.

           (c) (1) After the requirements with respect to preferential dividends
           on the Preferred  Stock (fixed in accordance  with the  provisions of
           section (b) of this Article FOURTH),  if any, shall have been met and
           after the Corporation  shall have complied with all the requirements,
           if any, with respect to the setting aside of sums as sinking funds or
           redemption  or  purchase  accounts  (fixed  in  accordance  with  the
           provisions  of  section  (b) of this  Article  FOURTH),  and  subject
           further to any conditions  which may be fixed in accordance  with the
           provisions  of  section  (b) of this  Article  FOURTH,  then  and not
           otherwise  the  holders of Common  Stock shall be entitled to receive
           such  dividends as may be declared  from time to time by the Board of
           Directors.

                     (2) After distribution in full of the preferential  amount,
                     if any, (fixed in accordance with the provisions of section
                     (b) of  this  Article  FOURTH),  to be  distributed  to the
                     holders of  Preferred  Stock in the event of  voluntary  or
                     involuntary  liquidation,  distribution  or sale of assets,
                     dissolution or winding-up, of the Corporation,  the holders
                     of the Common Stock shall be entitled to receive all of the
                     remaining   assets  of  the   Corporation,   tangible   and
                     intangible,  of whatever kind available for distribution to
                     stockholders  ratably in proportion to the number of shares
                     of Common Stock held by them respectively.

                     (3) Except as may  otherwise  be  required by law or by the
                     provisions  of such  resolution  or  resolutions  as may be
                     adopted by the Board of  Directors  pursuant to section (b)
                     of this Article  FOURTH,  each holder of Common Stock shall
                     have one vote in respect of each share of Common Stock held
                     on all matters voted upon by the stockholders.



<PAGE>

           (d) No holder of any of the shares of any class or series of stock or
           of options,  warrants or other rights to purchase shares of any class
           or series of stock or of other  securities of the  Corporation  shall
           have any  preemptive  right to purchase or subscribe for any unissued
           stock of any class or series or any additional shares of any class or
           series  to be issued by  reason  of any  increase  of the  authorized
           capital stock of the  Corporation  of any class or series,  or bonds,
           certificates  of   indebtedness,   debentures  or  other   securities
           convertible  into or exchangeable for stock of the Corporation of any
           class or series, or carrying any right to purchase stock of any class
           or series, but any such unissued stock,  additional  authorized issue
           of shares of any class or series of stock or  securities  convertible
           into or  exchangeable  for stock,  or carrying  any right to purchase
           stock,  may be issued and disposed of pursuant to  resolution  of the
           Board  of  Directors  to  such  persons,   firms,   corporations   or
           associations,  whether such holders or others, and upon such terms as
           may be deemed  advisable by the Board of Directors in the exercise of
           its sole discretion.

           (e) The  relative  powers,  preferences  and rights of each series of
           Preferred Stock in relation to the relative  powers,  preferences and
           rights of each other series of Preferred  Stock shall,  in each case,
           be as  fixed  from  time to time by the  Board  of  Directors  in the
           resolution or resolutions  adopted  pursuant to authority  granted in
           section  (b) of this  Article  FOURTH  and the  consent,  by class or
           series  vote or  otherwise,  of the  holders of such of the series of
           Preferred  Stock as are from  time to time  outstanding  shall not be
           required  for the  issuance  by the Board of  Directors  of any other
           series of Preferred Stock whether or not the powers,  preferences and
           rights of such other  series shall be fixed by the Board of Directors
           as senior to, or on a parity with, the powers, preferences and rights
           of such outstanding series, or any of them; provided,  however,  that
           the Board of Directors may provide in the  resolution or  resolutions
           as to any series of Preferred  Stock adopted  pursuant to section (b)
           of this Article  FOURTH that the consent of the holders of a majority
           (or  such  greater  proportion  as  shall be  therein  fixed)  of the
           outstanding  shares of such series  voting  thereon shall be required
           for the issuance of any or all other series of Preferred Stock.



<PAGE>

           (f) Subject to the provisions of section (e), shares of any series of
           Preferred  Stock  may be  issued  from  time to time as the  Board of
           Directors of the  Corporation  shall  determine and on such terms and
           for such consideration as shall be fixed by the Board of Directors.

           (g)  Shares  of Common  Stock may be issued  from time to time as the
           Board of Directors of the  Corporation  shall  determine  and on such
           terms  and for such  consideration  as shall be fixed by the Board of
           Directors.

           (h) The authorized  amount of shares of Common Stock and of Preferred
           Stock may,  without a class or series vote, be increased or decreased
           from  time to  time  by the  affirmative  vote  of the  holders  of a
           majority of the stock of the Corporation entitled to vote thereon.

           FIFTH:  - (a) The  business and affairs of the  Corporation  shall be
           conducted  and  managed  by a  Board  of  Directors.  The  number  of
           directors  constituting  the entire Board shall be not less than five
           nor more  than  twenty-five  as fixed  from time to time by vote of a
           majority of the whole Board,  provided,  however,  that the number of
           directors  shall  not be  reduced  so as to  shorten  the term of any
           director at the time in office, and provided further, that the number
           of directors  constituting the whole Board shall be twenty-four until
           otherwise fixed by a majority of the whole Board.

           (b) The Board of Directors  shall be divided into three  classes,  as
           nearly  equal  in  number  as the  then  total  number  of  directors
           constituting the whole Board permits,  with the term of office of one
           class  expiring each year. At the annual meeting of  stockholders  in
           1982,  directors  of the first  class shall be elected to hold office
           for a term expiring at the next succeeding annual meeting,  directors
           of the  second  class  shall be  elected  to hold  office  for a term
           expiring at the second succeeding annual meeting and directors of the
           third class  shall be elected to hold  office for a term  expiring at
           the third  succeeding  annual meeting.  Any vacancies in the Board of
           Directors  for  any  reason,  and  any  newly  created  directorships
           resulting  from any increase in the  directors,  may be filled by the
           Board of  Directors,  acting by a majority of the  directors  then in
           office,  although  less than a quorum,  and any  directors  so chosen
           shall hold office  until the next annual  election of  directors.  At
           such  election,  the  stockholders  shall elect a  successor  to such
           director  to hold  office  until the next  election  of the class for
           which such  director  shall have been chosen and until his  successor
           shall  be  elected  and  qualified.  No  decrease  in the  number  of
           directors shall shorten the term of any incumbent director.



<PAGE>

           (c)  Notwithstanding  any other  provisions of this Charter or Act of
           Incorporation or the By-Laws of the Corporation (and  notwithstanding
           the fact that some lesser  percentage  may be specified by law,  this
           Charter or Act of Incorporation  or the By-Laws of the  Corporation),
           any director or the entire Board of Directors of the  Corporation may
           be removed at any time  without  cause,  but only by the  affirmative
           vote of the holders of two-thirds or more of the  outstanding  shares
           of capital stock of the Corporation entitled to vote generally in the
           election of directors (considered for this purpose as one class) cast
           at a meeting of the stockholders called for that purpose.

           (d)  Nominations  for the  election of  directors  may be made by the
           Board of  Directors  or by any  stockholder  entitled to vote for the
           election of directors.  Such  nominations  shall be made by notice in
           writing,  delivered  or mailed by first  class  United  States  mail,
           postage prepaid, to the Secretary of the Corporation not less than 14
           days nor more than 50 days prior to any  meeting of the  stockholders
           called for the election of directors; provided, however, that if less
           than 21 days'  notice of the meeting is given to  stockholders,  such
           written notice shall be delivered or mailed,  as  prescribed,  to the
           Secretary of the  Corporation not later than the close of the seventh
           day  following  the day on which  notice of the meeting was mailed to
           stockholders.  Notice of nominations  which are proposed by the Board
           of Directors shall be given by the Chairman on behalf of the Board.

           (e) Each notice  under  subsection  (d) shall set forth (i) the name,
           age,  business  address  and,  if known,  residence  address  of each
           nominee  proposed in such notice,  (ii) the  principal  occupation or
           employment of such nominee and (iii) the number of shares of stock of
           the Corporation which are beneficially owned by each such nominee.



<PAGE>

           (f) The Chairman of the meeting may, if the facts warrant,  determine
           and  declare  to the  meeting  that a  nomination  was  not  made  in
           accordance  with  the  foregoing  procedure,  and  if  he  should  so
           determine,  he shall so  declare  to the  meeting  and the  defective
           nomination shall be disregarded.

           (g) No  action  required  to be taken  or  which  may be taken at any
           annual or special  meeting of  stockholders of the Corporation may be
           taken without a meeting,  and the power of stockholders to consent in
           writing,   without  a  meeting,  to  the  taking  of  any  action  is
           specifically denied.

           SIXTH: - The Directors shall choose such officers, agent and servants
           as may be  provided in the By-Laws as they may from time to time find
           necessary or proper.

           SEVENTH:  - The  Corporation  hereby created is hereby given the same
           powers,  rights and privileges as may be conferred upon  corporations
           organized  under  the  Act  entitled  "An  Act  Providing  a  General
           Corporation  Law",  approved  March  10,  1899,  as from time to time
           amended.

           EIGHTH: - This Act shall be deemed and taken to be a private Act.

           NINTH: - This Corporation is to have perpetual existence.

           TENTH: - The Board of Directors,  by resolution  passed by a majority
           of the whole Board,  may  designate any of their number to constitute
           an Executive  Committee,  which Committee,  to the extent provided in
           said resolution, or in the By-Laws of the Company, shall have and may
           exercise  all  of  the  powers  of  the  Board  of  Directors  in the
           management of the business and affairs of the Corporation,  and shall
           have power to authorize the seal of the  Corporation to be affixed to
           all papers which may require it.

           ELEVENTH:  - The private  property of the  stockholders  shall not be
           liable for the payment of corporate debts to any extent
           whatever.



<PAGE>

           TWELFTH:  - The Corporation may transact  business in any part of the
           world.

           THIRTEENTH:  - The Board of Directors of the Corporation is expressly
           authorized to make, alter or repeal the By-Laws of the Corporation by
           a vote of the  majority of the entire  Board.  The  stockholders  may
           make,  alter or repeal  any By-Law  whether  or not  adopted by them,
           provided however,  that any such additional  By-Laws,  alterations or
           repeal may be adopted only by the affirmative  vote of the holders of
           two-thirds or more of the outstanding  shares of capital stock of the
           Corporation  entitled to vote  generally in the election of directors
           (considered for this purpose as one class).

           FOURTEENTH:  - Meetings of the  Directors  may be held outside of the
           State  of  Delaware  at  such  places  as may be  from  time  to time
           designated by the Board,  and the Directors may keep the books of the
           Company  outside of the State of  Delaware  at such  places as may be
           from time to time designated by them.

           FIFTEENTH: - (a) In addition to any affirmative vote required by law,
           and except as otherwise expressly provided in sections (b) and (c) of
           this Article FIFTEENTH:

                               (A)   any   merger   or   consolidation   of  the
                               Corporation  or any  Subsidiary  (as  hereinafter
                               defined)   with  or  into   (i)  any   Interested
                               Stockholder (as hereinafter  defined) or (ii) any
                               other  corporation  (whether  or  not  itself  an
                               Interested Stockholder), which, after such merger
                               or  consolidation,  would  be  an  Affiliate  (as
                               hereinafter    defined)    of    an    Interested
                               Stockholder, or

                               (B) any sale, lease, exchange,  mortgage, pledge,
                               transfer or other disposition (in one transaction
                               or a series of related  transactions)  to or with
                               any  Interested  Stockholder  or any Affiliate of
                               any  Interested  Stockholder of any assets of the
                               Corporation or any Subsidiary having an aggregate
                               fair market value of $1,000,000 or more, or

                               (C) the  issuance or transfer by the  Corporation
                               or any Subsidiary (in one transaction or a series
                               of related transactions) of any securities of the
                               Corporation  or any  Subsidiary to any Interested
                               Stockholder  or any  Affiliate of any  Interested
                               Stockholder  in exchange for cash,  securities or
                               other property (or a combination  thereof) having
                               an aggregate  fair market value of  $1,000,000 or
                               more, or



<PAGE>

                               (D) the  adoption of any plan or proposal for the
                               liquidation or dissolution of the Corporation, or

                               (E) any reclassification of securities (including
                               any reverse stock split), or  recapitalization of
                               the  Corporation,  or any merger or consolidation
                               of the Corporation  with any of its  Subsidiaries
                               or any similar  transaction  (whether or not with
                               or  into or  otherwise  involving  an  Interested
                               Stockholder)  which has the  effect,  directly or
                               indirectly, of increasing the proportionate share
                               of the outstanding  shares of any class of equity
                               or convertible  securities of the  Corporation or
                               any  Subsidiary  which is directly or  indirectly
                               owned  by  any  Interested  Stockholder,  or  any
                               Affiliate of any  Interested  Stockholder,  shall
                               require the affirmative vote of the holders of at
                               least  two-thirds  of the  outstanding  shares of
                               capital stock of the Corporation entitled to vote
                               generally   in   the   election   of   directors,
                               considered   for  the  purpose  of  this  Article
                               FIFTEENTH as one class  ("Voting  Shares").  Such
                               affirmative     vote     shall    be     required
                               notwithstanding  the  fact  that no  vote  may be
                               required,  or that some lesser  percentage may be
                               specified,  by law or in any  agreement  with any
                               national securities exchange or otherwise.

                     (2) The term "business combination" as used in this Article
                     FIFTEENTH shall mean any  transaction  which is referred to
                     any one or more of clauses (A)  through (E) of  paragraph 1
                     of the section (a).

           (b) The provisions of section (a) of this Article FIFTEENTH shall not
           be  applicable  to  any  particular  business  combination  and  such
           business  combination  shall require only such affirmative vote as is
           required  by law and any other  provisions  of the  Charter or Act of
           Incorporation  of  By-Laws  if such  business  combination  has  been
           approved by a majority of the whole Board.



<PAGE>

           (c) For the purposes of this Article FIFTEENTH:

                     (1) A "person" shall mean any individual firm,  corporation
                     or other entity.

                     (2) "Interested  Stockholder" shall mean, in respect of any
                     business   combination,   any   person   (other   than  the
                     Corporation  or  any  Subsidiary)  who or  which  as of the
                     record date for the determination of stockholders  entitled
                     to notice of and to vote on such business  combination,  or
                     immediately   prior  to  the   consummation   of  any  such
                     transaction:

                               (A)  is  the   beneficial   owner,   directly  or
                               indirectly,  of  more  than  10%  of  the  Voting
                               Shares, or

                               (B) is an Affiliate of the Corporation and at any
                               time  within  two  years  prior  thereto  was the
                               beneficial owner, directly or indirectly,  of not
                               less  than  10% of the  then  outstanding  voting
                               Shares, or

                               (C) is an assignee of or has otherwise  succeeded
                               in any share of capital stock of the  Corporation
                               which  were at any time  within  two years  prior
                               thereto  beneficially  owned  by  any  Interested
                               Stockholder,  and such  assignment  or succession
                               shall   have   occurred   in  the   course  of  a
                               transaction   or  series  of   transactions   not
                               involving a public offering within the meaning of
                               the Securities Act of 1933.

                     (3) A person shall be the "beneficial  owner" of any Voting
                     Shares:

                               (A) which  such  person or any of its  Affiliates
                               and    Associates    (as    hereafter    defined)
                               beneficially own, directly or indirectly, or

                               (B) which such person or any of its Affiliates or
                               Associates has (i) the right to acquire  (whether
                               such  right is  exercisable  immediately  or only
                               after  the  passage  of  time),  pursuant  to any
                               agreement,  arrangement or  understanding or upon
                               the  exercise  of  conversion  rights,   exchange
                               rights,  warrants or options,  or  otherwise,  or
                               (ii) the right to vote pursuant to any agreement,
                               arrangement or understanding, or



<PAGE>

                               (C) which are  beneficially  owned,  directly  or
                               indirectly,  by any other  person with which such
                               first  mentioned  person or any of its Affiliates
                               or Associates has any  agreement,  arrangement or
                               understanding   for  the  purpose  of  acquiring,
                               holding,  voting or  disposing  of any  shares of
                               capital stock of the Corporation.

                     (4) The  outstanding  Voting  Shares shall  include  shares
                     deemed owned through application of paragraph (3) above but
                     shall not  include  any other  Voting  Shares  which may be
                     issuable  pursuant to any  agreement,  or upon  exercise of
                     conversion rights, warrants or options or otherwise.

                     (5) "Affiliate"  and "Associate"  shall have the respective
                     meanings  given  those  terms in Rule 12b-2 of the  General
                     Rules and Regulations under the Securities  Exchange Act of
                     1934, as in effect on December 31, 1981.

                     (6)  "Subsidiary"  shall  mean any  corporation  of which a
                     majority  of any class of equity  security  (as  defined in
                     Rule 3a11-1 of the General Rules and Regulations  under the
                     Securities  Exchange Act of 1934,  as in effect in December
                     31,  1981)  is  owned,  directly  or  indirectly,   by  the
                     Corporation;  provided,  however,  that for the purposes of
                     the  definition  of  Investment  Stockholder  set  forth in
                     paragraph  (2) of this section  (c), the term  "Subsidiary"
                     shall mean only a  corporation  of which a majority of each
                     class of equity security is owned,  directly or indirectly,
                     by the Corporation.

           (d)  majority  of the  directors  shall  have the  power  and duty to
           determine for the purposes of this Article  FIFTEENTH on the basis of
           information   known  to  them,   (1)  the  number  of  Voting  Shares
           beneficially owned by any person (2) whether a person is an Affiliate
           or  Associate  of  another,  (3)  whether a person has an  agreement,
           arrangement or understanding  with another as to the matters referred
           to in paragraph (3) of section (c), or (4) whether the assets subject
           to any business  combination  or the  consideration  received for the
           issuance  or  transfer  of  securities  by  the  Corporation,  or any
           Subsidiary has an aggregate fair market value of $1,00,000 or more.

           (e) Nothing contained in this Article FIFTEENTH shall be construed to
           relieve any  Interested  Stockholder  from any  fiduciary  obligation
           imposed by law.



<PAGE>

           SIXTEENTH: Notwithstanding any other provision of this Charter or Act
           of  Incorporation  or the By-Laws of the Corporation (and in addition
           to any other vote that may be required by law, this Charter or Act of
           Incorporation by the By-Laws), the affirmative vote of the holders of
           at least two-thirds of the outstanding shares of the capital stock of
           the  Corporation  entitled  to  vote  generally  in the  election  of
           directors  (considered  for  this  purpose  as one  class)  shall  be
           required to amend,  alter or repeal any provision of Articles  FIFTH,
           THIRTEENTH,  FIFTEENTH  or  SIXTEENTH  of  this  Charter  or  Act  of
           Incorporation.

           SEVENTEENTH:  (a) a Director of this Corporation  shall not be liable
           to the  Corporation  or its  stockholders  for  monetary  damages for
           breach of  fiduciary  duty as a  Director,  except to the extent such
           exemption from liability or limitation thereof is not permitted under
           the  Delaware  General  Corporation  Laws as the same  exists  or may
           hereafter be amended.

           (b) Any repeal or modification  of the foregoing  paragraph shall not
           adversely  affect  any  right  or  protection  of a  Director  of the
           Corporation  existing  hereunder  with respect to any act or omission
           occurring prior to the time of such repeal or modification."






<PAGE>





                                    EXHIBIT B


                                     BY-LAWS


                            WILMINGTON TRUST COMPANY


                              WILMINGTON, DELAWARE




<PAGE>



                                                                      EXHIBIT B


                         AS EXISTING ON JANUARY 16, 1997


                       BY-LAWS OF WILMINGTON TRUST COMPANY

                                    ARTICLE I

                             STOCKHOLDERS' MEETINGS


Section 1.      The Annual  Meeting of  Stockholders  shall be held on the third
                Thursday  in April  each  year at the  principal  office  at the
                Company  or at  such  other  date,  time,  or  place  as  may be
                designated by resolution by the Board of Directors.


Section 2.      Special  meetings of all  stockholders may be called at any time
                by the  Board of  Directors,  the  Chairman  of the Board or the
                President.


Section 3.      Notice of all  meetings  of the  stockholders  shall be given by
                mailing to each  stockholder  at least ten (10) days before said
                meeting,  at his last known address, a written or printed notice
                fixing the time and place of such meeting.


Section 4.      A majority  in the amount of the  capital  stock of the  Company
                issued and outstanding on the record date, as herein determined,
                shall  constitute a quorum at all meetings of  stockholders  for
                the  transaction  of any  business,  but the  holders of a small
                number of shares may adjourn, from time to time, without further
                notice,  until a quorum is  secured.  At each  annual or special
                meeting of stockholders,  each stockholder  shall be entitled to
                one vote, either in person or by proxy, for each shares of stock
                registered in the stockholder's name on the books of the Company
                on the record date for any such meeting as determined herein.

                                   ARTICLE II

                                    DIRECTORS


Section 1.      The number and classification of the Board of Directors shall be
                as set forth in the Charter of the Bank.


Section 2.      No person who has  attained  the age of  seventy-two  (72) years
                shall be nominated for election to the Board of Directors of the
                Company, provided, however, that this limitation shall not apply
                to any person  who was  serving as  director  of the  Company on
                September 16, 1971.

<PAGE>


Section 3.      The class of  Directors  so elected  shall hold office for three
                years or until their successors are elected and qualified.


Section 4.      The  affairs and  business  of the Company  shall be managed and
                conducted by the Board of Directors.


Section 5.      The Board of Directors shall meet at the principal office of the
                Company  or  elsewhere  in its  discretion  at such  times to be
                determined  by a majority of its members,  or at the call of the
                Chairman of the Board of Directors or the President.


Section 6.      SPECIAL  meetings of the Board of Directors may be called at any
                time  by  the  Chairman  of the  Board  of  Directors  or by the
                President,  and shall be called  upon the  written  request of a
                majority of the directors.


Section 7.      A majority  of the  directors  elected  and  qualified  shall be
                necessary to constitute a quorum for the transaction of business
                at any meeting of the Board of Directors.


Section 8.      Written  notice  shall be sent by mail to each  director  of any
                special meeting of the Board of Directors,  and of any change in
                the time or place of any regular  meeting,  stating the time and
                place of such  meeting,  which shall be mailed not less than two
                days before the time of holding such meeting.


Section 9.      In the event of the death,  resignation,  removal,  inability to
                act,  or  disqualification   of  any  director,   the  Board  of
                Directors,  although less than a quorum, shall have the right to
                elect the  successor  who shall hold office for the remainder of
                the full term of the  class of  directors  in which the  vacancy
                occurred,  and until such  director's  successor shall have been
                duly elected and qualified.


Section 10.     The Board of Directors at its first  meeting  after its election
                by the  stockholders  shall  appoint an Executive  Committee,  a
                Trust   Committee,   an  Audit   Committee  and  a  Compensation
                Committee,  and shall  elect from its own  members a Chairman of
                the  Board  of  Directors  and a  President  who may be the same
                person.  The Board of Directors shall also elect at such meeting
                a Secretary  and a Treasurer,  who may be the same  person,  may
                appoint at any time such other  committees  and elect or appoint
                such  other  officers  as it may deem  advisable.  The  Board of
                Directors  may also elect at such meeting one or more  Associate
                Directors.




<PAGE>

Section 11.     The Board of Directors  may at any time remove,  with or without
                cause,  any  member  of  any  Committee  appointed  by it or any
                associate  director or officer  elected by it and may appoint or
                elect his successor.


Section 12.     The Board of Directors  may designate an officer to be in charge
                of such of the  departments or division of the Company as it may
                deem advisable.

                                   ARTICLE III

                                   COMMITTEES


Section 1.      Executive Committee

              (A) The  Executive  Committee  shall be  composed of not more than
nine  members  who  shall be  selected  by the Board of  Directors  from its own
members and who shall hold office during the pleasure of the Board.

              (B) The Executive Committee shall have all the powers of the Board
of  Directors  when it is not in session to  transact  all  business  for and in
behalf of the Company that may be brought before it.

              (C) The Executive  Committee shall meet at the principal office of
the Company or elsewhere in its  discretion  at such times to be determined by a
majority  of its  members,  or at the  call  of the  Chairman  of the  Executive
Committee or at the call of the Chairman of the Board of Directors. The majority
of its members shall be necessary to constitute a quorum for the  transaction of
business.  Special  meetings of the Executive  Committee may be held at any time
when a quorum is present.

              (D) Minutes of each meeting of the  Executive  Committee  shall be
kept and submitted to the Board of Directors at its next meeting.

              (E) The  Executive  Committee  shall  advise and  superintend  all
investments  that may be made of the funds of the Company,  and shall direct the
disposal of the same, in accordance with such rules and regulations as the Board
of Directors from time to time make.



<PAGE>

              (F) In the event of a state of disaster of sufficient  severity to
prevent the conduct and management of the affairs and business of the Company by
its  directors and officers as  contemplated  by these By-Laws any two available
members of the  Executive  Committee as  constituted  immediately  prior to such
disaster  shall  constitute a quorum of that  Committee for the full conduct and
management  of the affairs and  business of the Company in  accordance  with the
provisions  of Article III of these  By-Laws;  and if less than three members of
the Trust Committee is constituted  immediately  prior to such disaster shall be
available for the  transaction of its business,  such Executive  Committee shall
also be empowered to exercise all of the powers  reserved to the Trust Committee
under Article III Section 2 hereof. In the event of the unavailability,  at such
time,  of a  minimum  of two  members  of such  Executive  Committee,  any three
available  directors  shall  constitute  the  Executive  Committee  for the full
conduct and  management of the affairs and business of the Company in accordance
with the foregoing  provisions of this Section.  This By-Law shall be subject to
implementation  by Resolutions of the Board of Directors  presently  existing or
hereafter passed from time to time for that purpose, and any provisions of these
By-Laws (other than this Section) and any resolutions  which are contrary to the
provisions  of  this  Section  or to the  provisions  of any  such  implementary
Resolutions  shall be suspended  during such a disaster period until it shall be
determined by any interim Executive  Committee acting under this section that it
shall be to the advantage of the Company to resume the conduct and management of
its affairs and business under all of the other provisions of these By-Laws.


Section 2.      Trust Committee

              (A) The  Trust  Committee  shall  be  composed  of not  more  than
thirteen members who shall be selected by the Board of Directors,  a majority of
whom shall be members of the Board of Directors and who shall hold office during
the pleasure of the Board.

              (B) The Trust  Committee shall have general  supervision  over the
Trust  Department  and the investment of trust funds,  in all matters,  however,
being subject to the approval of the Board of Directors.

              (C) The Trust Committee shall meet at the principal  office of the
Company or  elsewhere  in its  discretion  at such times to be  determined  by a
majority  of its  members  or at the call of its  chairman.  A  majority  of its
members  shall be  necessary  to  constitute  a quorum  for the  transaction  of
business.



<PAGE>

              (D) Minutes of each meeting of the Trust  Committee  shall be kept
and promptly submitted to the Board of Directors.

              (E) The Trust Committee shall have the power to appoint Committees
and/or  designate  officers or employees of the Company to whom supervision over
the investment of trust funds may be delegated  when the Trust  Committee is not
in session.


Section 3.    Audit Committee

              (A) The Audit  Committee  shall be  composed  of five  members who
shall be selected by the Board of Directors  from its own members,  none of whom
shall be an officer of the Company, and shall hold office at the pleasure of the
Board.

              (B) The Audit  Committee shall have general  supervision  over the
Audit  Division in all matters  however  subject to the approval of the Board of
Directors; it shall consider all matters brought to its attention by the officer
in charge of the Audit  Division,  review  all  reports  of  examination  of the
Company made by any governmental agency or such independent auditor employed for
that  purpose,  and make such  recommendations  to the Board of  Directors  with
respect thereto or with respect to any other matters  pertaining to auditing the
Company as it shall deem desirable.

              (C) The Audit  Committee  shall meet  whenever  and  wherever  the
majority of its members  shall deem it to be proper for the  transaction  of its
business, and a majority of its Committee shall constitute a quorum.


Section 4.    Compensation Committee

              (A) The Compensation  Committee shall be composed of not more than
five (5) members who shall be  selected by the Board of  Directors  from its own
members who are not officers of the Company and who shall hold office during the
pleasure of the Board.

              (B) The  Compensation  Committee  shall in general advise upon all
matters  of policy  concerning  the  Company  brought  to its  attention  by the
management  and from time to time review the  management  of the Company,  major
organizational   matters,   including   salaries  and   employee   benefits  and
specifically shall administer the Executive Incentive Compensation Plan.



<PAGE>

              (C) Meetings of the  Compensation  Committee  may be called at any
time by the Chairman of the Compensation Committee, the Chairman of the Board of
Directors, or the President of the Company.


Section 5.    Associate Directors

              (A) Any person who has served as a director  may be elected by the
Board of Directors as an associate director, to serve during the pleasure of the
Board.

              (B)  An  associate  director  shall  be  entitled  to  attend  all
directors  meetings and  participate in the discussion of all matters brought to
the Board,  with the exception that he would have no right to vote. An associate
director will be eligible for appointment to Committees of the Company, with the
exception  of  the  Executive   Committee,   Audit  Committee  and  Compensation
Committee, which must be comprised solely of active directors.


Section 6.      Absence or Disqualification of Any Member of a Committee

              (A) In the  absence  or  disqualification  of  any  member  of any
Committee  created under Article III of the By-Laws of this Company,  the member
or members  thereof  present at any meeting and not  disqualified  from  voting,
whether or not he or they constitute a quorum,  may unanimously  appoint another
member of the Board of  Directors to act at the meeting in the place of any such
absence or disqualified member.

                                   ARTICLE IV

                                    OFFICERS


Section 1.      The  Chairman  of the Board of  Directors  shall  preside at all
                meetings of the Board and shall have such further  authority and
                powers and shall  perform  such duties as the Board of Directors
                may from time to time confer and direct.  He shall also exercise
                such powers and perform  such duties as may from time to time be
                agreed upon between himself and the President of the Company.




<PAGE>

Section 2.      THE VICE  CHAIRMAN OF THE BOARD.  The Vice Chairman of the Board
                of  Directors  shall  preside  at all  meetings  of the Board of
                Directors  at which  the  Chairman  of the  Board  shall  not be
                present  and shall have such  further  authority  and powers and
                shall  perform  such  duties  as the Board of  Directors  or the
                Chairman of the Board may from time to time confer and direct.


Section 3.      The President shall have the powers and duties pertaining to the
                office of the President conferred or imposed upon him by statute
                or assigned to him by the Board of  Directors  in the absence of
                the  Chairman of the Board the  President  shall have the powers
                and duties of the Chairman of the Board.


Section 4.      The  Chairman  of the Board of  Directors  or the  President  as
                designated  by the Board of  Directors,  shall carry into effect
                all legal directions of the Executive Committee and of the Board
                of  Directors,   and  shall  at  all  times   exercise   general
                supervision  over the  interest,  affairs and  operations of the
                Company and perform all duties incident to his office.


Section 5.      There may be one or more Vice Presidents, however denominated by
                the  Board of  Directors,  who may at any time  perform  all the
                duties of the  Chairman  of the Board of  Directors  and/or  the
                President  and such other  powers and duties as may from time to
                time  be  assigned  to  them  by the  Board  of  Directors,  the
                Executive Committee,  the Chairman of the Board or the President
                and by the  officer in charge of the  department  or division to
                which they are assigned.


Section 6.      The  Secretary  shall attend to the giving of notice of meetings
                of the stockholders  and the Board of Directors,  as well as the
                Committees  thereof,  to the keeping of accurate  minutes of all
                such  meetings and to recording  the same in the minute books of
                the  Company.  In addition to the other notice  requirements  of
                these By-Laws and as may be practicable under the circumstances,
                all such notices  shall be in writing and mailed well in advance
                of the  scheduled  date of any  other  meeting.  He  shall  have
                custody of the  corporate  seal and shall  affix the same to any
                documents requiring such corporate seal and to attest the same.


Section 7.      The Treasurer shall have general supervision over all assets and
                liabilities  of  the  Company.  He  shall  be  custodian  of and
                responsible  for all monies,  funds and valuables of the Company
                and for  the  keeping  of  proper  records  of the  evidence  of
                property  or  indebtedness  and of all the  transactions  of the
                Company.  He shall have general  supervision of the expenditures
                of the Company  and shall  report to the Board of  Directors  at
                each  regular  meeting  of the  condition  of the  Company,  and
                perform such other duties as may be assigned to him from time to
                time by the Board of Directors of the Executive Committee.




<PAGE>

Section 8.      There may be a Controller who shall exercise general supervision
                over  the  internal   operations   of  the  Company,   including
                accounting,  and  shall  render  to the  Board of  Directors  at
                appropriate times a report relating to the general condition and
                internal operations of the Company.


                There may be one or more  subordinate  accounting  or controller
                officers however denominated,  who may perform the duties of the
                Controller   and  such  duties  as  may  be  prescribed  by  the
                Controller.


Section 9.      The officer designated by the Board of Directors to be in charge
                of the Audit  Division  of the  Company  with such  title as the
                Board of  Directors  shall  prescribe,  shall  report  to and be
                directly responsible only to the Board of Directors.


                There  shall be an  Auditor  and there may be one or more  Audit
                Officers, however denominated, who may perform all the duties of
                the Auditor and such duties as may be  prescribed by the officer
                in charge of the Audit Division.


Section 10.     There may be one or more  officers,  subordinate  in rank to all
                Vice  Presidents  with  such  functional   titles  as  shall  be
                determined  from  time to time by the  Board of  Directors,  who
                shall ex officio  hold the office  Assistant  Secretary  of this
                Company and who may perform such duties as may be  prescribed by
                the officer in charge of the department or division to whom they
                are assigned.


Section 11.     The powers and duties of all other officers of the Company shall
                be those usually pertaining to their respective offices, subject
                to the  direction  of the  Board  of  Directors,  the  Executive
                Committee,  Chairman of the Board of Directors or the  President
                and the officer in charge of the department or division to which
                they are assigned.



<PAGE>

                                    ARTICLE V

                          STOCK AND STOCK CERTIFICATES


Section 1.      Shares  of stock  shall  be  transferrable  on the  books of the
                Company and a transfer book shall be kept in which all transfers
                of stock shall be recorded.


Section 2.      Certificate  of stock shall bear the  signature of the President
                or any  Vice  President,  however  denominated  by the  Board of
                Directors and  countersigned by the Secretary or Treasurer or an
                Assistant  Secretary,  and the seal of the corporation  shall be
                engraved  thereon.  Each certificate shall recite that the stock
                represented  thereby is transferrable only upon the books of the
                Company by the holder thereof or his attorney, upon surrender of
                the  certificate  properly  endorsed.  Any  certificate of stock
                surrendered  to the Company  shall be  cancelled  at the time of
                transfer,  and before a new certificate or certificates shall be
                issued in lieu thereof. Duplicate certificates of stock shall be
                issued only upon giving such security as may be  satisfactory to
                the Board of Directors or the Executive Committee.


Section 3.      The Board of  Directors of the Company is  authorized  to fix in
                advance a record date for the  determination of the stockholders
                entitled   to  notice  of,  and  to  vote  at,  any  meeting  of
                stockholders and any adjournment thereof, or entitled to receive
                payment of any dividend,  or to any  allotment or rights,  or to
                exercise  any  rights in respect of any  change,  conversion  or
                exchange of capital stock,  or in connection  with obtaining the
                consent of stockholders for any purpose, which record date shall
                not be more than 60 nor less than 10 days proceeding the date of
                any meeting of  stockholders  or the date for the payment of any
                dividend,  or the date for the allotment of rights,  or the date
                when any change or conversion or exchange of capital stock shall
                go into effect,  or a date in  connection  with  obtaining  such
                consent.

                                   ARTICLE VI

                                      SEAL


Section 1.     The corporate seal of the Company shall be in the following form:

                     Between two concentric  circles the words "Wilmington Trust
                     Company"  within the inner  circle  the words  "Wilmington,
                     Delaware."



<PAGE>

                                   ARTICLE VII

                                   FISCAL YEAR


Section 1.      The fiscal year of the Company shall be the calendar year.

                                  ARTICLE VIII

                     EXECUTION OF INSTRUMENTS OF THE COMPANY


Section 1.      The Chairman of the Board,  the President or any Vice President,
                however  denominated by the Board of Directors,  shall have full
                power  and  authority  to  enter  into,  make,  sign,   execute,
                acknowledge  and/or  deliver and the  Secretary or any Assistant
                Secretary  shall  have full  power and  authority  to attest and
                affix the  corporate  seal of the  Company to any and all deeds,
                conveyances,   assignments,   releases,  contracts,  agreements,
                bonds,  notes,  mortgages and all other instruments  incident to
                the   business  of  this  Company  or  in  acting  as  executor,
                administrator,   guardian,   trustee,  agent  or  in  any  other
                fiduciary or representative  capacity by any and every method of
                appointment or by whatever person, corporation, court officer or
                authority in the State of Delaware,  or  elsewhere,  without any
                specific  authority,  ratification,  approval or confirmation by
                the Board of Directors or the Executive  Committee,  and any and
                all such  instruments  shall have the same force and validity as
                though expressly authorized by the Board of Directors and/or the
                Executive Committee.

                                   ARTICLE IX

               COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES


Section 1.      Directors  and  associate  directors of the Company,  other than
                salaried officers of the Company,  shall be paid such reasonable
                honoraria  or  fees  for  attending  meetings  of the  Board  of
                Directors  as the  Board  of  Directors  may  from  time to time
                determine.  Directors  and  associate  directors  who  serve  as
                members of  committees,  other than  salaried  employees  of the
                Company,  shall be paid such  reasonable  honoraria  or fees for
                services  as members  of  committees  as the Board of  Directors
                shall from time to time  determine  and  directors and associate
                directors  may be  employed  by the  Company  for  such  special
                services  as the  Board  of  Directors  may  from  time  to time
                determine  and  shall  be paid  for  such  special  services  so
                performed  reasonable  compensation  as may be determined by the
                Board of Directors.



<PAGE>

                                    ARTICLE X

                                 INDEMNIFICATION


Section 1.(A)   The  Corporation  shall  indemnify  and  hold  harmless,  to the
                fullest  extent  permitted  by  applicable  law as it  presently
                exists or may  hereafter  be  amended,  any person who was or is
                made  or is  threatened  to be  made  a  party  or is  otherwise
                involved  in any  action,  suit or  proceeding,  whether  civil,
                criminal,  administrative  or  investigative (a "proceeding") by
                reason of the fact that he, or a person for whom he is the legal
                representative, is or was a director, officer, employee or agent
                of the  Corporation  or is or was  serving at the request of the
                Corporation as a director, officer, employee, fiduciary or agent
                of  another  corporation  or of a  partnership,  joint  venture,
                trust,  enterprise or non-profit entity,  including service with
                respect to employee  benefit  plans,  against all  liability and
                loss suffered and expenses  reasonably  incurred by such person.
                The  Corporation  shall  indemnify a person in connection with a
                proceeding  initiated by such person only if the  proceeding was
                authorized by the Board of Directors of the Corporation.

              (B) The Corporation  shall pay the expenses  incurred in defending
any proceeding in advance of its final disposition,  PROVIDED, HOWEVER, that the
payment of expenses incurred by a Director officer in his capacity as a Director
or officer in advance of the final  disposition of the proceeding  shall be made
only upon  receipt of an  undertaking  by the  Director  or officer to repay all
amounts  advanced if it should be  ultimately  determined  that the  Director or
officer is not entitled to be indemnified under this Article or otherwise.

              (C) If a claim for  indemnification or payment of expenses,  under
this  Article X is not paid in full  within  ninety  days after a written  claim
therefor  has been  received by the  Corporation  the  claimant may file suit to
recover the unpaid  amount of such claim and, if successful in whole or in part,
shall be entitled to be paid the expense of prosecuting  such claim. In any such
action the  Corporation  shall have the burden of proving  that the claimant was
not  entitled to the  requested  indemnification  of payment of  expenses  under
applicable law.

              (D) The rights conferred on any person by this Article X shall not
be exclusive of any other rights which such person may have or hereafter acquire
under any  statute,  provision  of the  Charter or Act of  Incorporation,  these
By-Laws,   agreement,   vote  of  stockholders  or  disinterested  Directors  or
otherwise.  (E) Any repeal or modification  of the foregoing  provisions of this
Article X shall not adversely  affect any right or  protection  hereunder of any
person in respect  of any act or  omission  occurring  prior to the time of such
repeal or modification.



<PAGE>

                                   ARTICLE XI

                            AMENDMENTS TO THE BY-LAWS


Section 1.      These By-Laws may be altered,  amended or repealed,  in whole or
                in part, and any new By-Law or By-Laws adopted at any regular or
                special  meeting  of the  Board  of  Directors  by a vote of the
                majority  of all the members of the Board of  Directors  then in
                office.



<PAGE>


                                                                     EXHIBIT C


                             SECTION 321(B) CONSENT


              Pursuant to Section 321(b) of the Trust  Indenture Act of 1939, as
amended,  Wilmington  Trust Company hereby consents that reports of examinations
by Federal, State,  Territorial or District authorities may be furnished by such
authorities to the Securities and Exchange Commission upon requests therefor.


                                                WILMINGTON TRUST COMPANY


Dated: October 3, 1997                          By: /S/ Norma P. Close
                                                    -------------------------
                                                Name: Norma P. Close
                                                Title: Vice President



<PAGE>
                                                                      EXHIBIT D

                                     NOTICE

                     This form is intended to assist state  nonmember  banks and
                     savings banks with state publication  requirements.  It has
                     not been approved by any state banking  authorities.  Refer
                     to your  appropriate  state  banking  authorities  for your
                     state publication requirements.

R E P O R T   O F   C O N D I T I O N

Consolidating domestic subsidiaries of the

           WILMINGTON TRUST COMPANY                        of     WILMINGTON
- -------------------------------------------------------         ---------------
                               Name of Bank                          City

in the State of   DELAWARE  , at the close of business on June 30, 1997.
                 ----------


<TABLE>
<CAPTION>

ASSETS                                                                          Thousands of dollars 

<S>                                                                                         <C>  
Cash and balances due from depository institutions:
   Noninterest-bearing balances and currency and coins.......................................208,942
   Interest-bearing balances.................................................................      0
Held-to-maturity securities..................................................................403,700
Available-for-sale securities................................................................905,200
Federal funds sold and securities purchased under agreements to resell.......................151,700
Loans and lease financing receivables:
       Loans and leases, net of unearned income.................................3,816,484
       LESS:  Allowance for loan and lease losses...............................   54,535
       LESS:  Allocated transfer risk reserve...................................        0
       Loans and leases, net of unearned income, allowance, and reserve....................3,761,949
Assets held in trading accounts............................................................        0
Premises and fixed assets (including capitalized leases)...................................   95,762
Other real estate owned....................................................................    1,751
Investments in unconsolidated subsidiaries and associated companies........................       42
Customers' liability to this bank on acceptances outstanding...............................        0
Intangible assets..........................................................................    3,572
Other assets...............................................................................  108,295
Total assets...............................................................................5,640,913

LIABILITIES

Deposits:
In domestic offices........................................................................3,864,774
       Noninterest-bearing......................................................  875,081
       Interest-bearing.........................................................2,989,693
Federal Funds purchased and Securities sold under agreements to repurchase.................  337,784
Demand notes issued to the U.S. Treasury...................................................   95,000
Trading liabilities (from Schedule Rc-D)...................................................        0
Other borrowed money:                                                                      /////////
       With original maturity of one year or less..........................................  775,000
       With original maturity of more than one year........................................   43,000
Bank's liability on acceptances executed and outstanding...................................        0
Subordinated notes and debentures..........................................................        0
Other liabilities (from Schedule RC-G).....................................................   84,197
Total liabilities..........................................................................5,199,755

EQUITY CAPITAL

Perpetual preferred stock and related surplus..............................................        0
Common stock...............................................................................      500
Surplus (exclude all surplus related to preferred stock)...................................   62,118
Undivided profits and capital reserves.....................................................  376,212
Net unreleased holding gains (losses) on available-for-sale securities.....................   (2,328)
Total equity capital.......................................................................  441,158
Total liabilities, limited-life preferred stock, and equity capital........................5,640,913

</TABLE>