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 23, 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.  The  documents  listed below are filed as Exhibits with
reference to the Registration Statement on Form S-3 (Registration No. 333-34545)
of  Continental  Airlines,  Inc. The  Registration  Statement and the Prospectus
Supplement,  dated October 16, 1997, to the Prospectus, dated September 4, 1997,
relate  to  the   offering  of   Continental   Airlines,   Inc.'s  Pass  Through
Certificates, Series 1997-4.

          4.1  Revolving  Credit  Agreement  (1997-4A),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.2  Revolving  Credit  Agreement  (1997-4A),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.3  Revolving  Credit  Agreement  (1997-4B),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.4  Revolving  Credit  Agreement  (1997-4B),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.5  Revolving  Credit  Agreement  (1997-4C),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.6  Revolving  Credit  Agreement  (1997-4C),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.7  Trust Supplement No. 1997-4A-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.8  Trust Supplement No. 1997-4A-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997


<PAGE>


          4.9  Trust Supplement No. 1997-4B-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.10 Trust Supplement No. 1997-4B-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.11 Trust Supplement No. 1997-4C-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.12 Trust Supplement No. 1997-4C-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.13 Intercreditor Agreement, dated October 23, 1997, among Wilmington
               Trust Company,  as Trustee,  ABN AMRO Bank N.V.,  Chicago Branch,
               and Westdeutsche  Landesbank  Girozentrale,  New York Branch,  as
               Liquidity   Providers,   and   Wilmington   Trust   Company,   as
               Subordination Agent and Trustee

          4.14 Deposit  Agreement  (Class A), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.15 Deposit  Agreement  (Class B), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.16 Deposit  Agreement  (Class C), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.17 Escrow and Paying Agent  Agreement  (Class A), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers
               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent

          4.18 Escrow and Paying Agent  Agreement  (Class B), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers


<PAGE>


               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent

          4.19 Escrow and Paying Agent  Agreement  (Class C), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers
               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent

          4.20 Note  Purchase   Agreement,   dated   October  23,  1997,   among
               Continental Airlines, Inc., Wilmington Trust Company, as Trustee,
               Wilmington Trust Company, as Subordination  Agent, First Security
               Bank, National Association, as Escrow Agent, and Wilmington Trust
               Company, as Paying Agent

          4.21 Form of Leased Aircraft  Participation  Agreement  (Participation
               Agreement   among    Continental    Airlines,    Inc.,    Lessee,
               [______________],   Owner   Participant,   First  Security  Bank,
               National  Association,  Owner Trustee,  Wilmington Trust Company,
               Mortgagee  and Loan  Participant)  (Exhibit A-1 to Note  Purchase
               Agreement)

          4.22 Form of Lease  (Lease  Agreement  between  First  Security  Bank,
               National  Association,  Lessor, and Continental  Airlines,  Inc.,
               Lessee) (Exhibit A-2 to Note Purchase Agreement)

          4.23 Form of Leased Aircraft  Indenture  (Trust Indenture and Mortgage
               between First Security Bank, National Association, Owner Trustee,
               and  Wilmington  Trust Company,  Mortgagee)  (Exhibit A-3 to Note
               Purchase Agreement)

          4.24 Form of Leased Aircraft Trust Agreement (Trust Agreement  between
               [________]  and  First  Security  Bank,   National   Association)
               (Exhibit A-5 to Note Purchase Agreement)

          4.25 Form of Special  Indenture  (Trust Indenture and Mortgage between
               First  Security  Bank,  National  Association,  Owner Trustee and
               Wilmington  Trust  Company,   Mortgagee)  (Exhibit  A-6  to  Note
               Purchase Agreement)

          4.26 Form of Owned  Aircraft  Participation  Agreement  (Participation
               Agreement among Continental Airlines, Inc., Owner, and Wilmington
               Trust  Company,  as Mortgagee,  Subordination  Agent and Trustee)
               (Exhibit C-1 to Note Purchase Agreement)

          4.27 Form of Owned Aircraft  Indenture  (Trust  Indenture and Mortgage
               between Continental  Airlines,  Inc., Owner, and Wilmington Trust
               Company, Mortgagee) (Exhibit C-2 to Note Purchase Agreement)


<PAGE>


          4.28 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 1

          4.29 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 2

          4.30 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 3

          4.31 6.90% Continental  Airlines Pass Through  Certificate  1997-4B-O,
               Certificate No. 1

          4.32 6.80% Continental  Airlines Pass Through  Certificate  1997-4C-O,
               Certificate No. 1

          23.1 Consent of Aircraft Information Services, Inc.

          23.2 Consent of BK Associates, Inc.

          23.3 Consent of Morten Beyer and Agnew, Inc.






<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

November 6, 1997




<PAGE>



                                  EXHIBIT INDEX

          4.1  Revolving  Credit  Agreement  (1997-4A),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.2  Revolving  Credit  Agreement  (1997-4A),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.3  Revolving  Credit  Agreement  (1997-4B),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.4  Revolving  Credit  Agreement  (1997-4B),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.5  Revolving  Credit  Agreement  (1997-4C),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and ABN AMRO Bank N.V.,  Chicago Branch,  as Liquidity
               Provider

          4.6  Revolving  Credit  Agreement  (1997-4C),  dated October 23, 1997,
               between  Wilmington  Trust Company,  as  Subordination  Agent, as
               Borrower,  and  Westdeutsche  Landesbank  Girozentrale,  New York
               Branch, as Liquidity Provider

          4.7  Trust Supplement No. 1997-4A-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.8  Trust Supplement No. 1997-4A-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.9  Trust Supplement No. 1997-4B-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.10 Trust Supplement No. 1997-4B-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997


<PAGE>


          4.11 Trust Supplement No. 1997-4C-O,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.12 Trust Supplement No. 1997-4C-S,  dated October 23, 1997,  between
               Wilmington Trust Company, as Trustee,  and Continental  Airlines,
               Inc. to Pass Through Agreement, dated September 25, 1997

          4.13 Intercreditor Agreement, dated October 23, 1997, among Wilmington
               Trust Company,  as Trustee,  ABN AMRO Bank N.V.,  Chicago Branch,
               and Westdeutsche  Landesbank  Girozentrale,  New York Branch,  as
               Liquidity   Providers,   and   Wilmington   Trust   Company,   as
               Subordination Agent and Trustee

          4.14 Deposit  Agreement  (Class A), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.15 Deposit  Agreement  (Class B), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.16 Deposit  Agreement  (Class C), dated  October 23,  1997,  between
               First Security Bank, National  Association,  as Escrow Agent, and
               Credit Suisse First Boston, New York Branch, as Depositary

          4.17 Escrow and Paying Agent  Agreement  (Class A), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers
               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent

          4.18 Escrow and Paying Agent  Agreement  (Class B), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers
               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent

          4.19 Escrow and Paying Agent  Agreement  (Class C), dated  October 23,
               1997, among First Security Bank, National Association,  as Escrow
               Agent,  Morgan  Stanley & Co.  Incorporated,  Credit Suisse First
               Boston  Corporation,  Chase  Securities Inc. and Salomon Brothers
               Inc, as Underwriters,  Wilmington Trust Company, as Trustee,  and
               Wilmington Trust Company, as Paying Agent



<PAGE>


          4.20 Note  Purchase   Agreement,   dated   October  23,  1997,   among
               Continental Airlines, Inc., Wilmington Trust Company, as Trustee,
               Wilmington Trust Company, as Subordination  Agent, First Security
               Bank, National Association, as Escrow Agent, and Wilmington Trust
               Company, as Paying Agent

          4.21 Form of Leased Aircraft  Participation  Agreement  (Participation
               Agreement   among    Continental    Airlines,    Inc.,    Lessee,
               [______________],   Owner   Participant,   First  Security  Bank,
               National  Association,  Owner Trustee,  Wilmington Trust Company,
               Mortgagee  and Loan  Participant)  (Exhibit A-1 to Note  Purchase
               Agreement)

          4.22 Form of Lease  (Lease  Agreement  between  First  Security  Bank,
               National  Association,  Lessor, and Continental  Airlines,  Inc.,
               Lessee) (Exhibit A-2 to Note Purchase Agreement)

          4.23 Form of Leased Aircraft  Indenture  (Trust Indenture and Mortgage
               between First Security Bank, National Association, Owner Trustee,
               and  Wilmington  Trust Company,  Mortgagee)  (Exhibit A-3 to Note
               Purchase Agreement)

          4.24 Form of Leased Aircraft Trust Agreement (Trust Agreement  between
               [________]  and  First  Security  Bank,   National   Association)
               (Exhibit A-5 to Note Purchase Agreement)

          4.25 Form of Special  Indenture  (Trust Indenture and Mortgage between
               First  Security  Bank,  National  Association,  Owner Trustee and
               Wilmington  Trust  Company,   Mortgagee)  (Exhibit  A-6  to  Note
               Purchase Agreement)

          4.26 Form of Owned  Aircraft  Participation  Agreement  (Participation
               Agreement among Continental Airlines, Inc., Owner, and Wilmington
               Trust  Company,  as Mortgagee,  Subordination  Agent and Trustee)
               (Exhibit C-1 to Note Purchase Agreement)

          4.27 Form of Owned Aircraft  Indenture  (Trust  Indenture and Mortgage
               between Continental  Airlines,  Inc., Owner, and Wilmington Trust
               Company, Mortgagee) (Exhibit C-2 to Note Purchase Agreement)

          4.28 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 1

          4.29 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 2

          4.30 6.90% Continental  Airlines Pass Through  Certificate  1997-4A-O,
               Certificate No. 3


<PAGE>


          4.31 6.90% Continental  Airlines Pass Through  Certificate  1997-4B-O,
               Certificate No. 1

          4.32 6.80% Continental  Airlines Pass Through  Certificate  1997-4C-O,
               Certificate No. 1

          23.1 Consent of Aircraft Information Services, Inc.

          23.2 Consent of BK Associates, Inc.

          23.3 Consent of Morten Beyer and Agnew, Inc.








                                                                  EXECUTION COPY


        ________________________________________________________________

                           REVOLVING CREDIT AGREEMENT
                                    (1997-4A)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4A

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        ________________________________________________________________


                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4A
              6.90% Continental Airlines Pass Through Certificates,
                                 Series 1997-4A




<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

<TABLE>
<CAPTION>

                                    ARTICLE I

                                   DEFINITIONS

<S>            <C>                                                           <C>
Section 1.01.  Certain Defined Terms .......................................  1


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances ................................................  8
Section 2.02.  Making the Advances .........................................  8
Section 2.03.  Fees ........................................................ 10
Section 2.04.  Reduction or Termination of the Maximum Commitment .......... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ........ 10
Section 2.06.  Repayments of Provider Advances ............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the
               Intercreditor Agreement ..................................... 12
Section 2.08.  Book Entries ................................................ 12
Section 2.09.  Payments from Available Funds Only .......................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance ......... 13


                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs ............................................. 13
Section 3.02.  Capital Adequacy ............................................ 14
Section 3.03.  Payments Free of Deductions
 ................................. 15
Section 3.04.  Payments .................................................... 16
Section 3.05.  Computations ................................................ 16
Section 3.06.  Payment on Non-Business Days ................................ 16
Section 3.07.  Interest .................................................... 16
Section 3.08.  Replacement of Borrower ..................................... 18
Section 3.09.  Funding Loss Indemnification ................................ 18
Section 3.10.  Illegality .................................................. 18


<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----
                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ....... 19
Section 4.02.  Conditions Precedent to Borrowing ........................... 20


                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ....................... 21
Section 5.02.  Negative Covenants of the Borrower .......................... 21


                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default ................................. 21


                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................ 22
Section 7.02.  Notices, Etc. ............................................... 22
Section 7.03.  No Waiver; Remedies ......................................... 23
Section 7.04.  Further Assurances .......................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions ............. 23
Section 7.06.  Liability of the Liquidity Provider ......................... 24
Section 7.07.  Costs, Expenses and Taxes ................................... 24
Section 7.08.  Binding Effect; Participations .............................. 25
Section 7.09.  Severability ................................................ 27
Section 7.10.  GOVERNING LAW ............................................... 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial;
               Waiver of Immunity .......................................... 27
Section 7.12.  Execution in Counterparts ................................... 28
Section 7.13.  Entirety .................................................... 28
Section 7.14.  Headings .................................................... 28


<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer .................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............ 28

</TABLE>


ANNEX I     Interest Advance Notice of Borrowing

ANNEX II    Non-Extension Advance Notice of Borrowing

ANNEX III   Downgrade Advance Notice of Borrowing

ANNEX IV    Final Advance Notice of Borrowing

ANNEX V     Notice of Termination

ANNEX VI    Notice of Replacement Subordination Agent


<PAGE>

                           REVOLVING CREDIT AGREEMENT

          This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class A Trust (as defined  below)
(the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The
Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  pursuant to the Class A Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  A Trust  is  issuing  the  Class A
Certificates; and

          WHEREAS,  the  Borrower,  in order to support the timely  payment of a
portion of the interest on the Class A  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

          NOW, THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01.  CERTAIN DEFINED TERMS. (a) DEFINITIONS.  As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).

          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75%,  or (y) with  respect to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.


<PAGE>

          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4A-O,  dated as of the date  hereof,  relating to the
     Class A Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class A Certificate is outstanding, the city and state in which the Class A
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day
     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.

          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.


<PAGE>

          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  A  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably
     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21, 1998, initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.


<PAGE>

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class A Cash Collateral  Account for
               the  purpose of paying  interest on the Class A  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and

          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if
               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,


<PAGE>

               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently located at Chicago, Illinois, or such other lending office as the
     Liquidity  Provider  from time to time  shall  notify the  Borrower  as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.

          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.


<PAGE>

          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM   COMMITMENT"   means,   for  any  day,  the  lesser  of  (x)
     $26,182,964.50,  and (y) the Stated Portion of the Required  Amount on such
     day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated October
     16, 1997 relating to the Certificates, as such Prospectus Supplement may be
     amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.

          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class A  Certificates,  that  would be  payable on the Class A
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class A Certificates  on such day and without regard to
     expected future payments of principal on the Class A Certificates.

          "STATED PORTION" means 50%.


<PAGE>

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4A-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class A Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.

          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

          (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT. For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "ABN AMRO FEE LETTER",  "ABN AMRO  SUB-ACCOUNT",  "CERTIFICATES",  "CLASS A
     CASH   COLLATERAL    ACCOUNT",    "CLASS   A   CERTIFICATES",    "CLASS   A
     CERTIFICATEHOLDERS",  "CLASS A TRUST", "CLASS A TRUST AGREEMENT",  "CLASS A
     TRUSTEE", "CLASS B CERTIFICATES",  "CLASS C CERTIFICATES",  "CLOSING DATE",
     "CONTINENTAL",   "CONTINENTAL   BANKRUPTCY  EVENT",   "CONTROLLING  PARTY",
     "CORPORATE  TRUST  OFFICE",  "DELIVERY  PERIOD EXPIRY DATE",  "DISTRIBUTION
     DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT NOTES",  "FINAL MATURITY DATE",
     "FINANCING AGREEMENT",  "INDENTURE",  "INTEREST PAYMENT Date",  "INVESTMENT
     EARNINGS", "LIQUIDITY FACILITY",  "LIQUIDITY OBLIGATIONS",  "LOAN TRUSTEE",


<PAGE>

     "MOODY'S",  "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT",  "OPERATIVE
     AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING
     AGENCY", "RATINGS CONFIRMATION",  "REGULAR DISTRIBUTION DATE", "REPLACEMENT
     LIQUIDITY FACILITY",  "RESPONSIBLE OFFICER",  "SCHEDULED PAYMENT", "SPECIAL
     PAYMENT",  "STANDARD  & POOR'S",  "STATED  INTEREST  RATE",  "SUBORDINATION
     AGENT",  "TAXES",  "THRESHOLD  RATING",  "TRANSFER",   "TRUST  AGREEMENTS",
     "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

          Section 2.01. THE ADVANCES.  The Liquidity Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

          Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class A
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section
3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

          (b) A  Non-Extension  Advance  shall be made in a single  Borrowing if
this  Agreement  is not  extended  in  accordance  with  Section  3.6(d)  of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement  shall have been  delivered  to the Borrower as  contemplated  by said
Section 3.6(d) within the time period  specified in such Section) by delivery to
the  Liquidity  Provider  of a written  and  completed  Notice of  Borrowing  in
substantially  the form of Annex II  attached  hereto,  signed by a  Responsible


<PAGE>

Officer of the Borrower,  in an amount equal to the Maximum Available Commitment
at such time, and shall be used to fund the ABN AMRO  Sub-Account of the Class A
Cash  Collateral  Account in  accordance  with said  Section  3.6(d) and Section
3.6(f) of the Intercreditor Agreement.

          (c) A Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and  shall  be  used  to  fund  the ABN  AMRO  Sub-Account  of the  Class A Cash
Collateral  Account in accordance with said Section 3.6(c) and Section 3.6(f) of
the Intercreditor Agreement.

          (d) A Final  Advance  shall  be made in a  single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the ABN  AMRO  Sub-Account  of the  Class A Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f) of the Intercreditor Agreement.

          (e) Each  Borrowing  shall be made on notice in  writing (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the


<PAGE>

Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

          (f) Upon the making of any Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d) hereof to fund the ABN AMRO
Sub-Account of the Class A Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class A Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class A Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

          Section  2.03.  FEES.  The  Borrower  agrees  to pay to the  Liquidity
Provider the fees set forth in the ABN AMRO Fee Letter.

          Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (a)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class A
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

          (b)  TERMINATION.  Upon the  making of any  Provider  Advance or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

          Section 2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to


<PAGE>

herein as an "UNPAID  ADVANCE"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

          Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts advanced
hereunder  in respect of a Provider  Advance  shall be deposited in the ABN AMRO
Sub-Account of the Class A Cash Collateral Account,  invested and withdrawn from
the ABN AMRO Sub-Account of the Class A Cash Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees
to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the ABN AMRO  Sub-Account of the Class A Cash Collateral  Account
for the purpose of paying  interest on the Class A  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the withdrawal of any amounts from the ABN AMRO Sub-Account of
the Class A Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.


<PAGE>

          (b) At any time  when an  Applied  Provider  Advance  (or any  portion
thereof) is  outstanding,  upon the deposit in the ABN AMRO  Sub-Account  of the
Class A Cash  Collateral  Account of any amount  pursuant  to clause  "THIRD" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

          (c)  Upon  the  provision  of  a  Replacement  Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor   Agreement,   amounts  remaining  on  deposit  in  the  ABN  AMRO
Sub-Account  of the Class A Cash  Collateral  Account after giving effect to any
Applied Provider Advance on the date of such replacement  shall be reimbursed to
the  Liquidity  Provider,  but only to the extent such amounts are  necessary to
repay in full to the Liquidity Provider all amounts owing to it hereunder.

          Section   2.07.   PAYMENTS  TO  THE  LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

          Section 2.08. BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

          Section 2.09.  PAYMENTS FROM AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving


<PAGE>

effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such
amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the ABN AMRO  Sub-Account  of the Class A Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class A  Certificates  shall not be available to make payments under this
Agreement.

          Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class A  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms
hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

          Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the


<PAGE>

adoption  or making  after the date of this  Agreement  of any  interpretations,
directives, or requirements applying to a class of banks including the Liquidity
Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

          Section 3.02.  CAPITAL ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,


<PAGE>

in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous to the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.

          Section 3.03.  PAYMENTS FREE OF  DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

          (b) All payments (including, without limitation, Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after


<PAGE>

deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

          Section 3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in
immediately  available funds, by wire transfer to ABN AMRO Bank, New York, N.Y.,
ABA #  026009580,  Account  Name:  ABN  AMRO  Bank,  Chicago  CPU,  Account  No.
650-001-1789-41, Account Name: Continental Airlines, Inc.

          Section 3.05. COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

          Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

          Section  3.07.  INTEREST.  (a) Subject to Section  2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount thereof was withdrawn from the ABN AMRO  Sub-Account of
the Class A Cash Collateral Account to pay interest on the Class A Certificates)
to but  excluding the date such  principal  amount shall be paid in full (or, in
the case of an  Applied  Provider  Advance,  the date on which  the Class A Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law,  installments of interest on Advances or any
such other  amount) which is not paid when due (whether at stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in


<PAGE>

effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent
reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.

          (b)  Except as  provided  in clause (e) below,  each  Advance  will be
either a Base Rate Advance or a LIBOR Advance as provided in this Section.  Each
such  Advance  will be a Base Rate  Advance  for the period from the date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

          (c) Each LIBOR Advance shall bear interest during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

          (d) Each Base Rate  Advance  shall bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

          (e) Each  Unapplied  Downgrade  Advance (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the Investment  Earnings on amounts on deposit in the ABN AMRO Sub-Account of
the  Class A Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance  with clause (c) above.


<PAGE>

          (f)  Each  amount  not  paid  when  due   hereunder   (whether   fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law,  installments  of interest on Advances but excluding  Advances)  shall bear
interest at a rate per annum equal to the Base Rate plus 2.00% until paid.

          (g) Each change in the Base Rate shall become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

          Section 3.08.  REPLACEMENT OF BORROWER.  From time to time and subject
to the successor  Borrower's  meeting the eligibility  requirements set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

          Section 3.09. FUNDING LOSS INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR  Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

          Section 3.10. ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.


<PAGE>

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          Section 4.01.  CONDITIONS  PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

              (i)  This Agreement duly executed on behalf of the Borrower;

              (ii) The  Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

              (iii) Fully  executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

              (iv) A copy of the Prospectus  Supplement  and specimen  copies of
          the Class A Certificates;

              (v) An executed copy of each document, instrument, certificate and
          opinion  delivered on or before the Closing Date pursuant to the Class
          A Trust Agreement, the Intercreditor Agreement and the other Operative
          Agreements  (in the case of each such opinion,  other than the opinion
          of counsel for the  Underwriters,  either  addressed to the  Liquidity
          Provider or  accompanied  by a letter from the counsel  rendering such
          opinion to the effect that the Liquidity  Provider is entitled to rely
          on  such  opinion  as of  its  date  as if it  were  addressed  to the
          Liquidity Provider);

              (vi) Evidence that there shall have been made and shall be in full
          force and effect, all filings,  recordings and/or  registrations,  and
          there  shall  have  been  given or taken any  notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the
          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;


<PAGE>

              (vii)  An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

              (viii)Such  other documents,  instruments,  opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

          Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.


<PAGE>

                                    ARTICLE V

                                    COVENANTS

          Section 5.01.  AFFIRMATIVE  COVENANTS OF THE BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

          Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

          Section 6.01.  LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly


<PAGE>

request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          Section 7.02.  NOTICES,  ETC. Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

          Borrower:               WILMINGTON TRUST COMPANY
                                  Rodney Square North
                                  1100 North Market Square
                                  Wilmington, DE 19890-0001

                                  Attention:  Corporate Trust Administration
                                  Telephone:  (302) 651-1000
                                  Telecopy:   (302) 651-8882

         Liquidity Provider:      ABN AMRO BANK N.V.
                                  Aerospace Department
                                  135 South LaSalle Street, #760
                                  Chicago, IL 60674-9135

                                  Attention:  Claudia Heldring
                                  Telephone:  (312) 904-2900
                                  Telecopy:   (312) 606-8428


<PAGE>

                                  with a copy to:

                                  ABN AMRO Bank N.V.
                                  135 South LaSalle Street, #625
                                  Chicago, IL 60674-9135

                                  Attention:  Loan Operations
                                  Telephone:  (312) 904-2836
                                  Telecopy:  (312) 606-8428

                                  West LB
                                  Asset Based Finance
                                  1211 Avenue of the Americas
                                  New York, NY 10036
                                  Attention: Loan Administration
                                  Telephone: (212) 852-6152
                                  Telecopy: (212) 302-7946

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

          Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.

          Section 7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the


<PAGE>

manner described in Section 8.1 or 9.1, as the case may be, of the Participation
Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
ABN AMRO Fee Letter (regardless of whether  indemnified against pursuant to said
Sections or in such ABN AMRO Fee Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

          Section  7.06.  LIABILITY OF THE LIQUIDITY  PROVIDER.  (a) Neither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against
delivery of a Notice of Borrowing and other  documents  which do not comply with
the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or


<PAGE>

negligence  (in which  event the extent of the  Liquidity  Provider's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

          Section 7.07.  COSTS,  EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class A Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

          Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's
source  of  funds  may  derive  in  part  from  its  participants   (other  than
Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,


<PAGE>

increased costs,  reduced receipts,  additional  amounts due pursuant to Section
3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

          (b) If, pursuant to subsection (a) above, the Liquidity Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower
hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has
received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

          (c)  Notwithstanding  the other  provisions of this Section 7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

          Section 7.09.  SEVERABILITY.  Any provision of this Agreement which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining


<PAGE>

provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

          Section 7.10.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each
     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER


<PAGE>

SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

          (c) The Liquidity Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

          Section  7.12.  EXECUTION  IN  COUNTERPARTS.  This  Agreement  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto on
separate  counterparts,  each  of  which  counterparts,  when  so  executed  and
delivered,  shall be deemed  to be an  original  and all of which  counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 7.13. ENTIRETY.  This Agreement,  the Intercreditor  Agreement
and the other  Operative  Agreements to which the Liquidity  Provider is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.

          Section  7.14.  HEADINGS.  Section  headings  in  this  Agreement  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.

          Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

          Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER'S  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


<PAGE>

          IN WITNESS WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.

                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          agent  and  trustee  for  the  Class A
                                          Trust, as Borrower



                                       By:______________________________________
                                          Name:
                                          Title:


                                       ABN AMRO BANK N.V.,
                                          Chicago branch
                                          as Liquidity Provider



                                       By:______________________________________
                                          Name:
                                          Title:


<PAGE>

                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4A)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class A Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  DATE") in  accordance  with the terms and  provisions of the
     Class A Trust  Agreement  and the Class A  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  A
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class B Certificates or the Class C Certificates, (iii) was
     computed in accordance with the provisions of the Class A Certificates, the
     Class A Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class A Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion


<PAGE>

     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                       By:______________________________________
                                          Name:
                                          Title:


<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

[Insert  Copy  of  Computations  in  accordance  with Interest Advance Notice of
Borrowing]




<PAGE>

                                                                     Annex II to
                                                      Revolving Credit Agreement


                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4A)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the ABN AMRO Sub-Account of the Class A Cash Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class A Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class A Certificates, or principal of, or interest or premium on, the Class
     B  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class A  Certificates,  the Class A
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.


<PAGE>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                       By:______________________________________
                                          Name:
                                          Title:



<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

[Insert Copy of computations  in accordance with Non-Extension Advance Notice of
Borrowing]



<PAGE>

                                                                    Annex III to
                                                      Revolving Credit Agreement


                      DOWNGRADE ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4A)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the ABN AMRO Sub-Account of the Class A Cash Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class A Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class A Certificates, or principal of, or interest or premium on, the Class
     B  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class A  Certificates,  the Class A
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                       By:______________________________________
                                          Name:
                                          Title:


<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

[Insert Copy of computations in accordance  with  Downgrade  Advance  Notice  of
Borrowing]


<PAGE>

                                                                     Annex IV to
                                                      Revolving Credit Agreement


                        FINAL ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4A)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the ABN AMRO  Sub-Account  of the  Class A Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class A
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class A  Certificates,  or
     principal  of, or interest or premium on, the Class B  Certificates  or the
     Class C Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  A  Certificates,  the  Class  A  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                       By:______________________________________
                                          Name:
                                          Title:



_________________

<F1>  Bracketed language may be included at Borrower's option.



<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

[Insert  Copy  of  Computations  in  accordance  with  Final  Advance  Notice of
Borrowing]



<PAGE>

                                                                      Annex V to
                                                      Revolving Credit Agreement


                              NOTICE OF TERMINATION

                                                      [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4A-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

          You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.



<PAGE>


          THIS  NOTICE IS THE  "NOTICE OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                       Very truly yours,

                                       ABN AMRO BANK N.V.,
                                          Chicago branch
                                          as Liquidity Provider



                                       By:______________________________________
                                          Name:
                                          Title:

cc:  Wilmington Trust Company,
      as Class A Trustee



<PAGE>

                                                                     Annex VI to
                                                      Revolving Credit Agreement


                    NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]
Attention:



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4A-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

          For value received,  the undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ______________________________
                              [Name of Transferee]


                         ______________________________
                             [Address of Transferee]


all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

          By this transfer,  all rights of the undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.


<PAGE>

          We ask that this transfer be effective as of _______________, ____.


                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                       By:______________________________________
                                          Name:
                                          Title:




                                                                  EXECUTION COPY


        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4A)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4A

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        ________________________________________________________________




                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4A
              6.90% Continental Airlines Pass Through Certificates,
                                 Series 1997-4A



<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DEFINITIONS

<S>            <C>                                                           <C>
Section 1.01.  Certain Defined Terms ........................................  1

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances .................................................  8
Section 2.02.  Making the Advances ..........................................  8
Section 2.03.  Fees ......................................................... 10
Section 2.04.  Reduction or Termination of the Maximum Commitment ........... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ......... 10
Section 2.06.  Repayments of Provider Advances .............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
               Agreement .................................................... 12
Section 2.08.  Book Entries ................................................. 12
Section 2.09.  Payments from Available Funds Only ........................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance .......... 13

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs .............................................. 13
Section 3.02.  Capital Adequacy ............................................. 14
Section 3.03.  Payments
 Free of Deductions .................................. 15
Section 3.04.  Payments ..................................................... 16
Section 3.05.  Computations ................................................. 16
Section 3.06.  Payment on Non-Business Days ................................. 16
Section 3.07.  Interest ..................................................... 16
Section 3.08.  Replacement of Borrower ...................................... 18
Section 3.09.  Funding Loss Indemnification ................................. 18
Section 3.10.  Illegality ................................................... 18


<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ........ 19
Section 4.02.  Conditions Precedent to Borrowing ............................ 20

                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ........................ 21
Section 5.02.  Negative Covenants of the Borrower ........................... 21

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default .................................. 21

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................. 22
Section 7.02.  Notices, Etc. ................................................ 22
Section 7.03.  No Waiver; Remedies .......................................... 23
Section 7.04.  Further Assurances ........................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions .............. 23
Section 7.06.  Liability of the Liquidity Provider .......................... 24
Section 7.07.  Costs, Expenses and Taxes .................................... 24
Section 7.08.  Binding Effect; Participations ............................... 25
Section 7.09.  Severability ................................................. 27
Section 7.10.  GOVERNING LAW ................................................ 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
               Waiver of Immunity ........................................... 27
Section 7.12.  Execution in Counterparts .................................... 28
Section 7.13.  Entirety ..................................................... 28
Section 7.14.  Headings ..................................................... 28


<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer ..................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28


ANNEX I    Interest Advance Notice of Borrowing

ANNEX II   Non-Extension Advance Notice of Borrowing

ANNEX III  Downgrade Advance Notice of Borrowing

ANNEX IV   Final Advance Notice of Borrowing

ANNEX V    Notice of Termination

ANNEX VI   Notice of Replacement Subordination Agent

</TABLE>




<PAGE>

                           REVOLVING CREDIT AGREEMENT

          This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class A Trust (as defined  below)
(the "BORROWER"),  and WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,  a bank organized
under the laws of the State of North  Rhine-Westphalia,  Germany, acting through
its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:
                              - - - - - - - - - - 

          WHEREAS,  pursuant to the Class A Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  A Trust  is  issuing  the  Class A
Certificates; and

          WHEREAS,  the  Borrower,  in order to support the timely  payment of a
portion of the interest on the Class A  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

          NOW, THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS.  As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).

          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75% or (y)  with  respect  to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.


<PAGE>

          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4A-O,  dated as of the date  hereof,  relating to the
     Class A Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class A Certificate is outstanding, the city and state in which the Class A
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day
     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.

          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.


<PAGE>

          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  A  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably
     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21, 1998, initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.


<PAGE>

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class A Cash Collateral  Account for
               the  purpose of paying  interest on the Class A  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and

          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if

<PAGE>


               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,
               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently  located at New York,  New York, or such other lending  office as
     the  Liquidity  Provider from time to time shall notify the Borrower as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.

          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.


<PAGE>


          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM   COMMITMENT"   means,   for  any  day,  the  lesser  of  (x)
     $26,182,964.50,  and (y) the Stated Portion of the Required  Amount on such
     day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated October
     16, 1997 relating to the Certificates, as such Prospectus Supplement may be
     amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.

          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class A  Certificates,  that  would be  payable on the Class A
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class A Certificates  on such day and without regard to
     expected future payments of principal on the Class A Certificates.

          "STATED PORTION" means 50%.


<PAGE>


          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4A-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class A Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.

          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

          (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT. For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "CERTIFICATES",  "CLASS A CASH COLLATERAL ACCOUNT", "CLASS A CERTIFICATES",
     "CLASS A  CERTIFICATEHOLDERS",  "CLASS A TRUST", "CLASS A TRUST AGREEMENT",
     "CLASS A TRUSTEE", "CLASS B CERTIFICATES", "CLASS C CERTIFICATES", "CLOSING
     DATE", "CONTINENTAL",  "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY",
     "CORPORATE  TRUST  OFFICE",  "DELIVERY  PERIOD EXPIRY DATE",  "DISTRIBUTION
     DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT NOTES",  "FINAL MATURITY Date",
     "FINANCING AGREEMENT", "INDENTURE",


<PAGE>


     "INTEREST  PAYMENT  DATE",  "INVESTMENT  EARNINGS",  "LIQUIDITY  FACILITY",
     "LIQUIDITY   OBLIGATIONS",   "LOAN   TRUSTEE",   "MOODY'S",   "NON-EXTENDED
     FACILITY", "NOTE PURCHASE AGREEMENT",  "OPERATIVE AGREEMENTS",  "PERFORMING
     EQUIPMENT  NOTE",  "PERSON",  "POOL  BALANCE",  "RATING  AGENCY",  "RATINGS
     CONFIRMATION",   "REGULAR   DISTRIBUTION  Date",   "REPLACEMENT   LIQUIDITY
     FACILITY",  "RESPONSIBLE OFFICER",  "SCHEDULED PAYMENT", "SPECIAL PAYMENT",
     "STANDARD  &  POOR'S",  "STATED  INTEREST  RATE",   "SUBORDINATION  AGENT",
     "Taxes",  "THRESHOLD RATING",  "TRANSFER",  "TRUST AGREEMENTS",  "TRUSTEE",
     "UNDERWRITERS",  "UNDERWRITING  AGREEMENT",  "WEST LB FEE LETTER", "WEST LB
     SUB-ACCOUNT" and "WRITTEN NOTICE".

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

          Section 2.01. THE ADVANCES.  The Liquidity Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

          Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class A
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section
3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

          (b) A  Non-Extension  Advance  shall be made in a single  Borrowing if
this  Agreement  is not  extended  in  accordance  with  Section  3.6(d)  of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement  shall have been  delivered  to the Borrower as  contemplated  by said
Section 3.6(d) within the time period  specified in such Section) by delivery to
the  Liquidity  Provider  of a written  and  completed  Notice of  Borrowing  in
substantially  the form of Annex II  attached  hereto,  signed by a  Responsible
Officer of the Borrower,  in an amount equal to the Maximum Available Commitment
at such time,  and shall be used to fund the West LB  Sub-Account of the Class A


<PAGE>


Cash  Collateral  Account in  accordance  with said  Section  3.6(d) and Section
3.6(f) of the Intercreditor Agreement.

          (c) A Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and shall be used to fund the West LB Sub-Account of the Class A Cash Collateral
Account  in  accordance  with said  Section  3.6(c)  and  Section  3.6(f) of the
Intercreditor Agreement.

          (d) A Final  Advance  shall  be made in a  single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the  West LB  Sub-Account  of the  Class  A Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f) of the Intercreditor Agreement.

          (e) Each  Borrowing  shall be made on notice in  writing (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower


<PAGE>


shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

          (f) Upon the making of any Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d)  hereof to fund the West LB
Sub-Account of the Class A Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class A Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class A Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

          Section  2.03.  FEES.  The  Borrower  agrees  to pay to the  Liquidity
Provider the fees set forth in the West LB Fee Letter.

          Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (A)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class A
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

          (b)  TERMINATION.  Upon the  making of any  Provider  Advance or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

          Section 2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to


<PAGE>


herein as an "UNPAID  ADVANCE"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

          Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts advanced
hereunder  in respect of a Provider  Advance  shall be  deposited in the West LB
Sub-Account of the Class A Cash Collateral Account,  invested and withdrawn from
the West LB Sub-Account of the Class A Cash  Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees
to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the West LB Sub-Account  of the Class A Cash  Collateral  Account
for the purpose of paying  interest on the Class A  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the  withdrawal of any amounts from the West LB Sub-Account of
the Class A Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.

          (b) At any time  when an  Applied  Provider  Advance  (or any  portion
thereof)  is  outstanding,  upon the deposit in the West LB  Sub-Account  of the


<PAGE>


Class A Cash  Collateral  Account of any amount  pursuant  to clause  "THIRD" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

          (c)  Upon  the  provision  of  a  Replacement  Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account
of the Class A Cash  Collateral  Account  after  giving  effect  to any  Applied
Provider  Advance on the date of such  replacement  shall be  reimbursed  to the
Liquidity  Provider,  but only to the extent such amounts are necessary to repay
in full to the Liquidity Provider all amounts owing to it hereunder.

          Section   2.07.   PAYMENTS  TO  THE  LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

          Section 2.08. BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

          Section 2.09.  PAYMENTS FROM AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving
effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such


<PAGE>


amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the West LB  Sub-Account  of the  Class A Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class A  Certificates  shall not be available to make payments under this
Agreement.

          Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class A  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms
hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

          Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the
adoption  or making  after the date of this  Agreement  of any  interpretations,
directives, or requirements applying to a class of banks including the Liquidity


<PAGE>


Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

          Section 3.02.  CAPITAL ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,
in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous  to the Liquidity  Provider.


<PAGE>


          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.

          Section 3.03.  PAYMENTS FREE OF  DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

          (b) All payments (including, without limitation, Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after
deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified


<PAGE>


copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

          Section 3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in
immediately  available  funds, by wire transfer to The Chase Manhattan Bank, New
York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale,
New York  branch,  Account  No.  920-1-060663,  Account  Reference:  Continental
Airlines Liquidity Facility A 1997-4.

          Section 3.05. COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

          Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

          Section  3.07.  INTEREST.  (a) Subject to Section  2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount  thereof was withdrawn  from the West LB Sub-Account of
the Class A Cash Collateral Account to pay interest on the Class A Certificates)
to but  excluding the date such  principal  amount shall be paid in full (or, in
the case of an  Applied  Provider  Advance,  the date on which  the Class A Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law,  installments of interest on Advances or any
such other  amount) which is not paid when due (whether at stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in
effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent


<PAGE>


reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.

          (b)  Except as  provided  in clause (e) below,  each  Advance  will be
either a Base Rate Advance or a LIBOR Advance as provided in this Section.  Each
such  Advance  will be a Base Rate  Advance  for the period from the date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

          (c) Each LIBOR Advance shall bear interest during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

          (d) Each Base Rate  Advance  shall bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

          (e) Each  Unapplied  Downgrade  Advance (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the  Investment  Earnings on amounts on deposit in the West LB Sub-Account of
the  Class A Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance with clause (c) above.

          (f)  Each  amount  not  paid  when  due   hereunder   (whether   fees,
commissions, expenses or other amounts or, to the extent permitted by applicable


<PAGE>


law,  installments  of interest on Advances but excluding  Advances)  shall bear
interest at a rate per annum equal to the Base Rate plus 2.00% until paid.

          (g) Each change in the Base Rate shall become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

          Section 3.08.  REPLACEMENT OF BORROWER.  From time to time and subject
to the successor  Borrower's  meeting the eligibility  requirements set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

          Section 3.09. FUNDING LOSS INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

               (1) Any  repayment  of a LIBOR  Advance  on a date other than the
          last day of the Interest Period for such Advance; or

               (2) Any failure by the Borrower to borrow a LIBOR  Advance on the
          date for  borrowing  specified  in the relevant  notice under  Section
          2.02.

          Section 3.10. ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.


<PAGE>


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          Section 4.01.  CONDITIONS  PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

               (i) This Agreement duly executed on behalf of the Borrower;

               (ii) The Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

               (iii) Fully executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

               (iv) A copy of the Prospectus  Supplement and specimen  copies of
          the Class A Certificates;

               (v) An executed copy of each  document,  instrument,  certificate
          and opinion  delivered on or before the Closing  Date  pursuant to the
          Class A Trust  Agreement,  the  Intercreditor  Agreement and the other
          Operative Agreements (in the case of each such opinion, other than the
          opinion of  counsel  for the  Underwriters,  either  addressed  to the
          Liquidity  Provider  or  accompanied  by a  letter  from  the  counsel
          rendering  such opinion to the effect that the  Liquidity  Provider is
          entitled  to  rely  on  such  opinion  as of its  date  as if it  were
          addressed to the Liquidity Provider);

               (vi)  Evidence  that  there  shall have been made and shall be in
          full force and effect, all filings,  recordings and/or  registrations,
          and there  shall have been given or taken any notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the
          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;


<PAGE>


               (vii) An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

               (viii) Such other documents,  instruments, opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

          Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.


<PAGE>


                                    ARTICLE V

                                    COVENANTS

          Section 5.01.  AFFIRMATIVE  COVENANTS OF THE BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

          Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

          Section 6.01.  LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly


<PAGE>


request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          Section 7.02.  NOTICES,  ETC. Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

          Borrower:            WILMINGTON TRUST COMPANY
                               Rodney Square North
                               1100 North Market Square
                               Wilmington, DE 19890-0001

                               Attention:  Corporate Trust Administration
                               Telephone:  (302) 651-1000
                               Telecopy:   (302) 651-8882

          Liquidity Provider:  WESTDEUTSCHE LANDESBANK GIROZENTRALE
                               Asset Based Finance
                               1211 Avenue of the Americas
                               New York, N.Y. 10036

                               Attention:  Brigitte Thieme
                               Telephone:  (212) 852-6111
                               Telecopy:  (212) 921-5947


<PAGE>


                               with a copy to: 

                               WESTDEUTSCHE LANDESBANK GIROZENTRALE
                               Asset Based Finance
                               1211 Avenue of the Americas
                               New York, N.Y. 10036

                               Attention:  Loan Administration
                               Telephone:  (212) 852-6152
                               Telecopy:  (212) 302-7946

                               ABN AMRO BANK N.V.
                               135 South La Salle Street
                               Chicago, IL  60674

                               Attention: Loan Operations
                               Telephone: (312) 904-2836
                               Telecopy: (312) 606-8428

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

          Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.

          Section 7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the
manner described in Section 8.1 or 9.1, as the case may be, of the Participation


<PAGE>


Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
West LB Fee Letter (regardless of whether  indemnified  against pursuant to said
Sections or in such West LB Fee  Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement,  the West LB Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor  Agreement, the West LB Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

          Section  7.06.  LIABILITY OF THE LIQUIDITY  PROVIDER.  (a) Neither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against
delivery of a Notice of Borrowing and other  documents  which do not comply with
the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or
negligence  (in which  event the extent of the  Liquidity  Provider's  potential


<PAGE>

liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

          Section 7.07.  COSTS,  EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class A Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

          Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's
source  of  funds  may  derive  in  part  from  its  participants   (other  than
Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,
increased costs,  reduced receipts,  additional  amounts due pursuant to Section


<PAGE>


3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

          (b) If, pursuant to subsection (a) above, the Liquidity Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower
hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has
received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

          (c)  Notwithstanding  the other  provisions of this Section 7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

          Section 7.09.  SEVERABILITY.  Any provision of this Agreement which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,


<PAGE>


unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

          Section 7.10.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each
     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER


<PAGE>


SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

          (c) The Liquidity Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

          Section  7.12.  EXECUTION  IN  COUNTERPARTS.  This  Agreement  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto on
separate  counterparts,  each  of  which  counterparts,  when  so  executed  and
delivered,  shall be deemed  to be an  original  and all of which  counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 7.13. ENTIRETY.  This Agreement,  the Intercreditor  Agreement
and the other  Operative  Agreements to which the Liquidity  Provider is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.

          Section  7.14.  HEADINGS.  Section  headings  in  this  Agreement  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.

          Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

          Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER'S  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


<PAGE>


          IN WITNESS WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.

                                        WILMINGTON TRUST COMPANY,
                                           not in  its  individual  capacity but
                                           solely  as  Subordination  Agent,  as
                                           agent  and  trustee  for  the Class A
                                           Trust, as Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:


                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                           as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:



<PAGE>


                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4A) dated as of October 23, 1997,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class A Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  DATE") in  accordance  with the terms and  provisions of the
     Class A Trust  Agreement  and the Class A  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  A
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class B Certificates or the Class C Certificates, (iii) was
     computed in accordance with the provisions of the Class A Certificates, the
     Class A Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class A Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion


<PAGE>


     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     


<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

[Insert Copy of  Computations  in  accordance  with Interest  Advance  Notice of
Borrowing]




<PAGE>


                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4A) dated as of October 23, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the West LB Sub-Account of the Class A Cash  Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class A Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class A Certificates, or principal of, or interest or premium on, the Class
     B  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class A  Certificates,  the Class A
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.

<PAGE>


          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

[Insert Copy of computations in accordance with Non-Extension  Advance Notice of
Borrowing]


<PAGE>


                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4A) dated as of October __, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the West LB Sub-Account of the Class A Cash  Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class A Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class A Certificates, or principal of, or interest or premium on, the Class
     B  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class A  Certificates,  the Class A
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice


<PAGE>


of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                     WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

[Insert Copy of  computations  in accordance  with  Downgrade  Advance Notice of
Borrowing]




<PAGE>


                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4A) dated as of October 23, 1997,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the  West LB  Sub-Account  of the  Class A Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class A
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class A  Certificates,  or
     principal  of, or interest or premium on, the Class B  Certificates  or the
     Class C Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  A  Certificates,  the  Class  A  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class A Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.



<PAGE>


          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     


















___________________

<F1>  Bracketed language may be included at Borrower's option.



<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

[Insert  Copy of  Computations  in  accordance  with  Final  Advance  Notice  of
Borrowing]




<PAGE>


                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                                      [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention: Corporate Trust Administration

     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4A-[O/S],  as Borrower,  and
     WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") 

Ladies and Gentlemen:

          You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.



<PAGE>


          THIS  NOTICE IS THE  "NOTICE OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                        Very truly yours,

                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                            as Liquidity Provider

                                        By:_____________________________________
                                           Name:
                                           Title:                     

cc: Wilmington Trust Company,
    as Class A Trustee



<PAGE>


                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4A-[O/S],  as Borrower,  and
     WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement")

Ladies and Gentlemen:

          For value received,  the undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ------------------------------
                              [Name of Transferee]


                         ------------------------------
                             [Address of Transferee]

all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

          By this transfer,  all rights of the undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.



<PAGE>


          We ask that this transfer be effective as of _______________, ____.

                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



                                                                  EXECUTION COPY



        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4B)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4B

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        ________________________________________________________________



                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4B
              6.90% Continental Airlines Pass Through Certificates,
                                 Series 1997-4B




<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DEFINITIONS
<S>            <C>                                                           <C>

Section 1.01.  Certain Defined Terms ........................................  1

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances .................................................  8
Section 2.02.  Making the Advances ..........................................  8
Section 2.03.  Fees ......................................................... 10
Section 2.04.  Reduction or Termination of the Maximum Commitment ........... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ......... 10
Section 2.06.  Repayments of Provider Advances .............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
               Agreement .................................................... 12
Section 2.08.  Book Entries ................................................. 12
Section 2.09.  Payments from Available Funds Only ........................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance .......... 13

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs .............................................. 13
Section 3.02.  Capital Adequacy ............................................. 14
Section 3.03.  Payments Free of Deductions
 .................................. 15
Section 3.04.  Payments ..................................................... 16
Section 3.05.  Computations ................................................. 16
Section 3.06.  Payment on Non-Business Days ................................. 16
Section 3.07.  Interest ..................................................... 16
Section 3.08.  Replacement of Borrower ...................................... 18
Section 3.09.  Funding Loss Indemnification ................................. 18
Section 3.10.  Illegality ................................................... 18


<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ........ 19
Section 4.02.  Conditions Precedent to Borrowing ............................ 20

                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ........................ 21
Section 5.02.  Negative Covenants of the Borrower ........................... 21

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default .................................. 21

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................. 22
Section 7.02.  Notices, Etc. ................................................ 22
Section 7.03.  No Waiver; Remedies .......................................... 23
Section 7.04.  Further Assurances ........................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions .............. 23
Section 7.06.  Liability of the Liquidity Provider .......................... 24
Section 7.07.  Costs, Expenses and Taxes .................................... 24
Section 7.08.  Binding Effect; Participations ............................... 25
Section 7.09.  Severability ................................................. 27
Section 7.10.  GOVERNING LAW ................................................ 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
               Waiver of Immunity ........................................... 27
Section 7.12.  Execution in Counterparts .................................... 28
Section 7.13.  Entirety ..................................................... 28
Section 7.14.  Headings ..................................................... 28


<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer ..................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28


ANNEX I    Interest Advance Notice of Borrowing

ANNEX II   Non-Extension Advance Notice of Borrowing

ANNEX III  Downgrade Advance Notice of Borrowing

ANNEX IV   Final Advance Notice of Borrowing

ANNEX V    Notice of Termination

ANNEX VI   Notice of Replacement Subordination Agent

</TABLE>




<PAGE>


                           REVOLVING CREDIT AGREEMENT

         This REVOLVING CREDIT  AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class B Trust (as defined  below)
(the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The
Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:

         WHEREAS,  pursuant  to the Class B Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  B Trust  is  issuing  the  Class B
Certificates; and

         WHEREAS,  the  Borrower,  in order to support  the timely  payment of a
portion of the interest on the Class B  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01.  CERTAIN DEFINED TERMS. (a) DEFINITIONS.  As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).

          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75%,  or (y) with  respect to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.


<PAGE>


          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4B-0,  dated as of the date  hereof,  relating to the
     Class B Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class B Certificate is outstanding, the city and state in which the Class B
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day
     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.

          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.


<PAGE>


          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  B  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably
     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21, 1998, initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.


<PAGE>


          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class B Cash Collateral  Account for
               the  purpose of paying  interest on the Class B  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and

          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if
               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,

<PAGE>


               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently located at Chicago, Illinois, or such other lending office as the
     Liquidity  Provider  from time to time  shall  notify the  Borrower  as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.

          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.


<PAGE>


          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $6,982,990,
     and (y) the Stated Portion of the Required Amount on such day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated October
     16, 1997 relating to the Certificates, as such Prospectus Supplement may be
     amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.

          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class B  Certificates,  that  would be  payable on the Class B
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class B Certificates  on such day and without regard to
     expected future payments of principal on the Class B Certificates.

          "STATED PORTION" means 50%.


<PAGE>



          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4B-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class B Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.

          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

         (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT.  For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "ABN AMRO FEE LETTER",  "ABN AMRO  SUB-ACCOUNT",  "CERTIFICATES",  "CLASS A
     CERTIFICATES",  "CLASS B CASH COLLATERAL ACCOUNT",  "CLASS B CERTIFICATES",
     "CLASS B  CERTIFICATEHOLDERS",  "CLASS B TRUST", "CLASS B TRUST AGREEMENT",
     "CLASS B TRUSTEE", "CLASS C CERTIFICATES",  "CLOSING DATE",  "CONTINENTAL",
     "CONTINENTAL  BANKRUPTCY  EVENT",  "CONTROLLING  PARTY",  "CORPORATE  TRUST
     OFFICE",  "DELIVERY PERIOD EXPIRY DATE",  "DISTRIBUTION DATE",  "DOWNGRADED
     FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT",
     "INDENTURE",  "INTEREST PAYMENT DATE",  "INVESTMENT  EARNINGS",  "LIQUIDITY


<PAGE>


     FACILITY",    "LIQUIDITY   Obligations",    "LOAN   TRUSTEE",    "MOODY'S",
     "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS",
     "PERFORMING  EQUIPMENT NOTE",  "PERSON",  "POOL BALANCE",  "RATING AGENCY",
     "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY
     FACILITY",  "RESPONSIBLE OFFICER",  "SCHEDULED PAYMENT", "SPECIAL PAYMENT",
     "STANDARD  &  Poor's",  "STATED  INTEREST  RATE",   "SUBORDINATION  AGENT",
     "TAXES",  "THRESHOLD RATING",  "TRANSFER",  "TRUST AGREEMENTS",  "TRUSTEE",
     "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

         Section 2.01. THE ADVANCES.  The Liquidity  Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

         Section 2.02. MAKING THE ADVANCES.  (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class B
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section
3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

         (b) A Non-Extension Advance shall be made in a single Borrowing if this
Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor
Agreement  (unless a Replacement  Liquidity  Facility to replace this  Agreement
shall have been delivered to the Borrower as contemplated by said Section 3.6(d)
within the time period  specified in such  Section) by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex  II  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,


<PAGE>


and  shall  be  used  to  fund  the ABN  AMRO  Sub-Account  of the  Class B Cash
Collateral  Account in accordance with said Section 3.6(d) and Section 3.6(f) of
the Intercreditor Agreement.

         (c) A  Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and  shall  be  used  to  fund  the ABN  AMRO  Sub-Account  of the  Class B Cash
Collateral  Account in accordance with said Section 3.6(c) and Section 3.6(f) of
the Intercreditor Agreement.

         (d) A Final  Advance  shall  be made in a  single  Borrowing  upon  the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the ABN  AMRO  Sub-Account  of the  Class B Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f) of the Intercreditor Agreement.

         (e) Each  Borrowing  shall be made on notice in  writing  (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower


<PAGE>


shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

         (f) Upon the making of any  Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d) hereof to fund the ABN AMRO
Sub-Account of the Class B Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class B Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class B Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

         Section  2.03.  FEES.  The  Borrower  agrees  to pay  to the  Liquidity
Provider the fees set forth in the ABN AMRO Fee Letter.

         Section 2.04.  REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (A)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class B
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

         (b)  TERMINATION.  Upon the  making of any  Provider  Advance  or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

         Section  2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to


<PAGE>


herein as an "UNPAID  ADVANCE"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

         Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts  advanced
hereunder  in respect of a Provider  Advance  shall be deposited in the ABN AMRO
Sub-Account of the Class B Cash Collateral Account,  invested and withdrawn from
the ABN AMRO Sub-Account of the Class B Cash Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees
to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the ABN AMRO  Sub-Account of the Class B Cash Collateral  Account
for the purpose of paying  interest on the Class B  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the withdrawal of any amounts from the ABN AMRO Sub-Account of
the Class B Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.


<PAGE>


         (b) At any  time  when an  Applied  Provider  Advance  (or any  portion
thereof) is  outstanding,  upon the deposit in the ABN AMRO  Sub-Account  of the
Class B Cash  Collateral  Account of any amount  pursuant  to clause  "THIRD" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

         (c)  Upon  the  provision  of  a  Replacement   Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor   Agreement,   amounts  remaining  on  deposit  in  the  ABN  AMRO
Sub-Account  of the Class B Cash  Collateral  Account after giving effect to any
Applied Provider Advance on the date of such replacement  shall be reimbursed to
the  Liquidity  Provider,  but only to the extent such amounts are  necessary to
repay in full to the Liquidity Provider all amounts owing to it hereunder.

         Section   2.07.   PAYMENTS  TO  THE   LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

         Section 2.08.  BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

         Section 2.09.  PAYMENTS FROM  AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving
effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such
amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or


<PAGE>


liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the ABN AMRO  Sub-Account  of the Class B Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class B  Certificates  shall not be available to make payments under this
Agreement.

         Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION  ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class B  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms
hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

         Section 3.01.  INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the
adoption  or making  after the date of this  Agreement  of any  interpretations,


<PAGE>


directives, or requirements applying to a class of banks including the Liquidity
Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.

         The Liquidity  Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

         Section 3.02.  CAPITAL  ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,


<PAGE>


in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous to the Liquidity Provider.

         The Liquidity  Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.

         Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the
Borrower  under  this  Agreement  shall be made free and clear of,  and  without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

         (b) All payments (including, without limitation,  Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after


<PAGE>


deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

         Section  3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in
immediately  available funds, by wire transfer to ABN AMRO Bank, New York, N.Y.,
ABA #  026009580,  Account  Name:  ABN AMRO  Bank ,  Chicago  CPU,  Account  No.
650-001-1789-41, Account Name: Continental Airlines, Inc.

         Section 3.05.  COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

         Section 3.06. PAYMENT ON NON-BUSINESS DAYS.  Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

         Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication,  interest on (i) the unpaid
principal  amount of each  Advance from and  including  the date of such Advance
(or, in the case of an Applied Provider Advance,  from and including the date on
which the amount  thereof was  withdrawn  from the ABN AMRO  Sub-Account  of the
Class B Cash Collateral  Account to pay interest on the Class B Certificates) to
but excluding the date such  principal  amount shall be paid in full (or, in the
case of an  Applied  Provider  Advance,  the  date  on  which  the  Class B Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law,  installments of interest on Advances or any
such other  amount) which is not paid when due (whether at stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in


<PAGE>


effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent
reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.

         (b) Except as provided in clause (e) below, each Advance will be either
a Base Rate Advance or a LIBOR  Advance as provided in this  Section.  Each such
Advance  will  be a Base  Rate  Advance  for the  period  from  the  date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

         (c) Each LIBOR Advance shall bear interest  during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

         (d) Each Base Rate  Advance  shall  bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

         (e) Each  Unapplied  Downgrade  Advance  (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the Investment  Earnings on amounts on deposit in the ABN AMRO Sub-Account of
the  Class B Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance  with clause (c) above.
(f) Each amount not paid when due hereunder (whether fees, commissions, expenses
or other amounts or, to the extent permitted by applicable law,  installments of
interest on Advances but excluding  Advances)  shall bear interest at a rate per
annum equal to the Base Rate plus 2.00% until paid.


<PAGE>


         (g) Each change in the Base Rate shall  become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

         Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to
the  successor  Borrower's  meeting the  eligibility  requirements  set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

         Section 3.09. FUNDING LOSS  INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR  Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

         Section 3.10.  ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.


<PAGE>


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         Section 4.01.  CONDITIONS  PRECEDENT TO  EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

               (i) This Agreement duly executed on behalf of the Borrower;

               (ii) The Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

               (iii) Fully executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

               (iv) A copy of the Prospectus  Supplement and specimen  copies of
          the Class B Certificates;

               (v) An executed copy of each  document,  instrument,  certificate
          and opinion  delivered on or before the Closing  Date  pursuant to the
          Class B Trust  Agreement,  the  Intercreditor  Agreement and the other
          Operative Agreements (in the case of each such opinion, other than the
          opinion of  counsel  for the  Underwriters,  either  addressed  to the
          Liquidity  Provider  or  accompanied  by a  letter  from  the  counsel
          rendering  such opinion to the effect that the  Liquidity  Provider is
          entitled  to  rely  on  such  opinion  as of its  date  as if it  were
          addressed to the Liquidity Provider);

               (vi)  Evidence  that  there  shall have been made and shall be in
          full force and effect, all filings,  recordings and/or  registrations,
          and there  shall have been given or taken any notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the
          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;


<PAGE>


               (vii) An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

               (viii) Such other documents,  instruments, opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

         Section 4.02. CONDITIONS PRECEDENT TO BORROWING.  The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.


<PAGE>


                                    ARTICLE V

                                    COVENANTS

         Section 5.01.  AFFIRMATIVE  COVENANTS OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

         Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So  long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

         Section 6.01.  LIQUIDITY EVENTS OF DEFAULT.  If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly


<PAGE>


request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01. AMENDMENTS,  ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

         Section 7.02.  NOTICES,  ETC.  Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

         Borrower:           WILMINGTON TRUST COMPANY
                             Rodney Square North
                             1100 North Market Square
                             Wilmington, DE 19890-0001

                             Attention:  Corporate Trust Administration
                             Telephone:  (302) 651-1000
                             Telecopy:   (302) 651-8882

         Liquidity Provider: ABN AMRO BANK N.V.
                             Aerospace Department
                             135 South LaSalle Street, #760
                             Chicago, IL 60674-9135

                             Attention:  Claudia Heldring
                             Telephone:  (312) 904-2900
                             Telecopy:  (312) 606-8428



<PAGE>


                             with a copy to:

                             ABN AMRO Bank N.V.
                             135 South LaSalle Street, #625
                             Chicago, IL 60674-9135

                             Attention:  Loan Operations
                             Telephone:  (312) 904-2836
                             Telecopy:  (312) 606-8428

                             West LB
                             Asset Backed Finance
                             1211 Avenue of the Americas
                             New York, NY  10036

                             Attention: Loan Administration
                             Telephone: (212) 852-6152
                             Telecopy: (212) 302-7946

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

         Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure  on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

         Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees  to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.


<PAGE>


         Section  7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the
manner described in Section 8.1 or 9.1, as the case may be, of the Participation
Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
ABN AMRO Fee Letter (regardless of whether  indemnified against pursuant to said
Sections or in such ABN AMRO Fee Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

         Section  7.06.  LIABILITY OF THE  LIQUIDITY  PROVIDER.  (a) Neither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against
delivery of a Notice of Borrowing and other  documents  which do not comply with
the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

         (b) Neither the Liquidity Provider nor any of its officers,  employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of


<PAGE>


any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or
negligence  (in which  event the extent of the  Liquidity  Provider's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

         Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or
cause to be paid (A) on the  Effective  Date and on such  later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class B Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

         Section 7.08. BINDING EFFECT; PARTICIPATIONS.  (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's
source  of  funds  may  derive  in  part  from  its  participants   (other  than


<PAGE>


Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,
increased costs,  reduced receipts,  additional  amounts due pursuant to Section
3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

         (b) If, pursuant to subsection (a) above, the Liquidity  Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower
hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has
received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

         (c)  Notwithstanding  the other  provisions of this Section  7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.


<PAGE>


         Section 7.09.  SEVERABILITY.  Any provision of this Agreement  which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

         Section 7.10.  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         Section 7.11. SUBMISSION TO JURISDICTION;  WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each
     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

         (b) THE BORROWER AND THE LIQUIDITY  PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its


<PAGE>


jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

         (c) The Liquidity  Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

         Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto on  separate
counterparts,  each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

         Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and
the other  Operative  Agreements  to which  the  Liquidity  Provider  is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.

         Section 7.14. HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

         Section 7.15. TRANSFER.  The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

         Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES.  EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER'S  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.

                                        WILMINGTON TRUST COMPANY,
                                           not in  its  individual  capacity but
                                           solely  as  Subordination  Agent,  as
                                           agent  and  trustee  for  the Class B
                                           Trust, as Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:


                                        ABN AMRO BANK N.V.,
                                           Chicago branch
                                           as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:



<PAGE>


                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4B)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class B Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  DATE") in  accordance  with the terms and  provisions of the
     Class B Trust  Agreement  and the Class B  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  B
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class A Certificates or the Class C Certificates, (iii) was
     computed in accordance with the provisions of the Class B Certificates, the
     Class B Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class B Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion
     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.


<PAGE>


         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

                [Insert Copy of Computations in accordance with
                     Interest Advance Notice of Borrowing]




<PAGE>


                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4B)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the ABN AMRO Sub-Account of the Class B Cash Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class B Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class B Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class B  Certificates,  the Class B
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.


<PAGE>


         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                   Non-Extension Advance Notice of Borrowing]




<PAGE>


                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4B)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the ABN AMRO Sub-Account of the Class B Cash Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class B Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class B Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class B  Certificates,  the Class B
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>


         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     




<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                     Downgrade Advance Notice of Borrowing]




<PAGE>


                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4B)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the ABN AMRO  Sub-Account  of the  Class B Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class B
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class B  Certificates,  or
     principal  of, or interest or premium on, the Class A  Certificates  or the
     Class C Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  B  Certificates,  the  Class  B  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>


          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     









___________________

<F1>  Bracketed language may be included at Borrower's option.






<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

[Insert  Copy of  Computations  in  accordance  with  Final  Advance  Notice  of
Borrowing]




<PAGE>


                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                                      [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4B-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

         You are hereby  notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.



<PAGE>


         THIS  NOTICE IS THE  "NOTICE  OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                        Very truly yours,

                                        ABN AMRO BANK N.V.,
                                           Chicago branch
                                           as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:

cc:   Wilmington Trust Company,
        as Class B Trustee




<PAGE>


                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]
Attention:



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4B-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

         For value received,  the  undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ------------------------------
                              [Name of Transferee]


                         ------------------------------
                             [Address of Transferee]

all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

         By this transfer,  all rights of the  undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.



<PAGE>


         We ask that this transfer be effective as of _______________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     



                                                                  EXECUTION COPY



        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4B)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4B

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        ________________________________________________________________



                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4B
              6.90% Continental Airlines Pass Through Certificates,
                                 Series 1997-4B



<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DEFINITIONS
<S>            <C>                                                           <C>

Section 1.01.  Certain Defined Terms ........................................  1

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances .................................................  8
Section 2.02.  Making the Advances ..........................................  8
Section 2.03.  Fees ......................................................... 10
Section 2.04.  Reduction or Termination of the Maximum Commitment ........... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ......... 10
Section 2.06.  Repayments of Provider Advances .............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
               Agreement .................................................... 12
Section 2.08.  Book Entries ................................................. 12
Section 2.09.  Payments from Available Funds Only ........................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance .......... 13

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs .............................................. 13
Section 3.02.  Capital Adequacy ............................................. 14
Section 3.03.  Payments
 Free of Deductions .................................. 15
Section 3.04.  Payments ..................................................... 16
Section 3.05.  Computations ................................................. 16
Section 3.06.  Payment on Non-Business Days ................................. 16
Section 3.07.  Interest ..................................................... 16
Section 3.08.  Replacement of Borrower ...................................... 18
Section 3.09.  Funding Loss Indemnification ................................. 18
Section 3.10.  Illegality ................................................... 18


<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ........ 19
Section 4.02.  Conditions Precedent to Borrowing ............................ 20

                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ........................ 21
Section 5.02.  Negative Covenants of the Borrower ........................... 21

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default .................................. 21

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................. 22
Section 7.02.  Notices, Etc. ................................................ 22
Section 7.03.  No Waiver; Remedies .......................................... 23
Section 7.04.  Further Assurances ........................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions .............. 23
Section 7.06.  Liability of the Liquidity Provider .......................... 24
Section 7.07.  Costs, Expenses and Taxes .................................... 24
Section 7.08.  Binding Effect; Participations ............................... 25
Section 7.09.  Severability ................................................. 27
Section 7.10.  GOVERNING LAW ................................................ 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
               Waiver of Immunity ........................................... 27
Section 7.12.  Execution in Counterparts .................................... 28
Section 7.13.  Entirety ..................................................... 28
Section 7.14.  Headings ..................................................... 28


<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer ..................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28


ANNEX I    Interest Advance Notice of Borrowing

ANNEX II   Non-Extension Advance Notice of Borrowing

ANNEX III  Downgrade Advance Notice of Borrowing

ANNEX IV   Final Advance Notice of Borrowing

ANNEX V    Notice of Termination

ANNEX VI   Notice of Replacement Subordination Agent

</TABLE>




<PAGE>


                           REVOLVING CREDIT AGREEMENT

          This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class B Trust (as defined  below)
(the "BORROWER"),  and WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,  a bank organized
under the laws of the State of North  Rhine-Westphalia,  Germany, acting through
its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:
                              - - - - - - - - - - 

          WHEREAS,  pursuant to the Class B Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  B Trust  is  issuing  the  Class B
Certificates; and

          WHEREAS,  the  Borrower,  in order to support the timely  payment of a
portion of the interest on the Class B  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

          NOW, THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).



<PAGE>


          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75% or (y)  with  respect  to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.

          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4B-O,  dated as of the date  hereof,  relating to the
     Class B Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class B Certificate is outstanding, the city and state in which the Class B
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day


<PAGE>


     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.

          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.

          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  B  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably


<PAGE>


     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21,  1998, initially, or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class B Cash Collateral  Account for
               the  purpose of paying  interest on the Class B  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and

<PAGE>


          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if
               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,
               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently  located at New York,  New York, or such other lending  office as
     the  Liquidity  Provider from time to time shall notify the Borrower as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.


<PAGE>


          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.

          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $6,982,990,
     and (y) the Stated Portion of the Required Amount on such day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS   SUPPLEMENT"   means  the  Prospectus   Supplement  dated
     October 16,   1997  relating  to  the  Certificates,   as  such  Prospectus
     Supplement may be amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.


<PAGE>

          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class B  Certificates,  that  would be  payable on the Class B
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class B Certificates  on such day and without regard to
     expected future payments of principal on the Class B Certificates.

          "STATED PORTION" means 50%.

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4B-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class B Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.



<PAGE>


          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

          (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT. For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "CERTIFICATES",  "CLASS A CERTIFICATES", "CLASS B CASH COLLATERAL ACCOUNT",
     "CLASS B  CERTIFICATES",  "CLASS B  CERTIFICATEHOLDERS",  "CLASS B  TRUST",
     "CLASS B TRUST  AGREEMENT",  "CLASS  B  TRUSTEE",  "CLASS C  CERTIFICATES",
     "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING
     PARTY",   "CORPORATE   TRUST  OFFICE",   "DELIVERY   PERIOD  EXPIRY  DATE",
     "DISTRIBUTION  DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT  NOTES",  "FINAL
     MATURITY  Date",  "FINANCING  AGREEMENT",  "INDENTURE",  "INTEREST  PAYMENT
     DATE",    "INVESTMENT   EARNINGS",    "LIQUIDITY   FACILITY",    "LIQUIDITY
     OBLIGATIONS",  "LOAN TRUSTEE",  "MOODY'S",  "NON-EXTENDED FACILITY",  "NOTE
     PURCHASE AGREEMENT",  "OPERATIVE AGREEMENTS",  "PERFORMING EQUIPMENT NOTE",
     "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR
     DISTRIBUTION  Date",   "REPLACEMENT   LIQUIDITY   FACILITY",   "RESPONSIBLE
     OFFICER",  "SCHEDULED  PAYMENT",  "SPECIAL  PAYMENT",  "STANDARD & POOR'S",
     "STATED INTEREST RATE", "SUBORDINATION AGENT", "Taxes", "THRESHOLD RATING",
     "TRANSFER", "TRUST AGREEMENTS",  "TRUSTEE",  "UNDERWRITERS",  "UNDERWRITING
     AGREEMENT",  "WEST LB FEE  LETTER",  "WEST  LB  SUB-ACCOUNT"  and  "WRITTEN
     NOTICE".

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

          Section 2.01. THE ADVANCES.  The Liquidity Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

          Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class B
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section


<PAGE>


3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

          (b) A  Non-Extension  Advance  shall be made in a single  Borrowing if
this  Agreement  is not  extended  in  accordance  with  Section  3.6(d)  of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement  shall have been  delivered  to the Borrower as  contemplated  by said
Section 3.6(d) within the time period  specified in such Section) by delivery to
the  Liquidity  Provider  of a written  and  completed  Notice of  Borrowing  in
substantially  the form of Annex II  attached  hereto,  signed by a  Responsible
Officer of the Borrower,  in an amount equal to the Maximum Available Commitment
at such time,  and shall be used to fund the West LB  Sub-Account of the Class B
Cash  Collateral  Account in  accordance  with said  Section  3.6(d) and Section
3.6(f) of the Intercreditor Agreement.

          (c) A Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and shall be used to fund the West LB Sub-Account of the Class B Cash Collateral
Account  in  accordance  with said  Section  3.6(c)  and  Section  3.6(f) of the
Intercreditor Agreement.

          (d) A Final  Advance  shall  be made in a  single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the  West LB  Sub-Account  of the  Class  B Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f)  of the  Intercreditor  Agreement.


<PAGE>


          (e) Each  Borrowing  shall be made on notice in  writing (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

          (f) Upon the making of any Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d)  hereof to fund the West LB
Sub-Account of the Class B Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class B Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class B Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

          Section  2.03.  FEES.  The  Borrower  agrees  to pay to the  Liquidity
Provider the fees set forth in the West LB Fee Letter.


<PAGE>


          Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (a)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class B
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

          (b)  TERMINATION.  Upon the  making of any  Provider  Advance or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

          Section 2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to
herein as an "UNPAID  ADVANCE"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

          Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts advanced
hereunder  in respect of a Provider  Advance  shall be  deposited in the West LB
Sub-Account of the Class B Cash Collateral Account,  invested and withdrawn from
the West LB Sub-Account of the Class B Cash  Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees


<PAGE>


to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the West LB Sub-Account  of the Class B Cash  Collateral  Account
for the purpose of paying  interest on the Class B  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the  withdrawal of any amounts from the West LB Sub-Account of
the Class B Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.

          (b) At any time  when an  Applied  Provider  Advance  (or any  portion
thereof)  is  outstanding,  upon the deposit in the West LB  Sub-Account  of the
Class B Cash  Collateral  Account of any amount  pursuant  to clause  "THIRD" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

          (c)  Upon  the  provision  of  a  Replacement  Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account
of the Class B Cash  Collateral  Account  after  giving  effect  to any  Applied
Provider  Advance on the date of such  replacement  shall be  reimbursed  to the
Liquidity  Provider,  but only to the extent such amounts are necessary to repay
in full to the Liquidity Provider all amounts owing to it hereunder.


<PAGE>


          Section   2.07.   PAYMENTS  TO  THE  LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

          Section 2.08. BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

          Section 2.09.  PAYMENTS FROM AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving
effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such
amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the West LB  Sub-Account  of the  Class B Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class B  Certificates  shall not be available to make payments under this
Agreement.

          Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class B  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms


<PAGE>


hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

          Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the
adoption  or making  after the date of this  Agreement  of any  interpretations,
directives, or requirements applying to a class of banks including the Liquidity
Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.


<PAGE>


          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

          Section 3.02.  CAPITAL ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,
in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous to the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.


<PAGE>


          Section 3.03.  PAYMENTS FREE OF  DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

          (b) All payments (including, without limitation, Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after
deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

          Section 3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in


<PAGE>


immediately  available  funds, by wire transfer to The Chase Manhattan Bank, New
York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale,
New York  branch,  Account  No.  920-1-060663,  Account  Reference:  Continental
Airlines Liquidity Facility B 1997-4.

          Section 3.05. COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

          Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

          Section  3.07.  INTEREST.  (a) Subject to Section  2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount  thereof was withdrawn  from the West LB Sub-Account of
the Class B Cash Collateral Account to pay interest on the Class B Certificates)
to but  excluding the date such  principal  amount shall be paid in full (or, in
the case of an  Applied  Provider  Advance,  the date on which  the Class B Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law,  installments of interest on Advances or any
such other  amount) which is not paid when due (whether at stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in
effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent
reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.


<PAGE>


          (b)  Except as  provided  in clause (e) below,  each  Advance  will be
either a Base Rate Advance or a LIBOR Advance as provided in this Section.  Each
such  Advance  will be a Base Rate  Advance  for the period from the date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

          (c) Each LIBOR Advance shall bear interest during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

          (d) Each Base Rate  Advance  shall bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

          (e) Each  Unapplied  Downgrade  Advance (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the  Investment  Earnings on amounts on deposit in the West LB Sub-Account of
the  Class B Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance with clause (c) above.

          (f)  Each  amount  not  paid  when  due   hereunder   (whether   fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law,  installments  of interest on Advances but excluding  Advances)  shall bear
interest at a rate per annum equal to the Base Rate plus 2.00% until paid.


<PAGE>


          (g) Each change in the Base Rate shall become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

          Section 3.08.  REPLACEMENT OF BORROWER.  From time to time and subject
to the successor  Borrower's  meeting the eligibility  requirements set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

          Section 3.09. FUNDING LOSS INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR  Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

          Section 3.10. ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.




<PAGE>


                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          Section 4.01.  CONDITIONS  PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

               (i) This Agreement duly executed on behalf of the Borrower;

               (ii) The Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

               (iii) Fully executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

               (iv) A copy of the Prospectus  Supplement and specimen  copies of
          the Class B Certificates;

               (v) An executed copy of each  document,  instrument,  certificate
          and opinion  delivered on or before the Closing  Date  pursuant to the
          Class B Trust  Agreement,  the  Intercreditor  Agreement and the other
          Operative Agreements (in the case of each such opinion, other than the
          opinion of  counsel  for the  Underwriters,  either  addressed  to the
          Liquidity  Provider  or  accompanied  by a  letter  from  the  counsel
          rendering  such opinion to the effect that the  Liquidity  Provider is
          entitled  to  rely  on  such  opinion  as of its  date  as if it  were
          addressed to the Liquidity Provider);

               (vi)  Evidence  that  there  shall have been made and shall be in
          full force and effect, all filings,  recordings and/or  registrations,
          and there  shall have been given or taken any notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the


<PAGE>


          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;

               (vii) An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

               (viii) Such other documents,  instruments, opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

          Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be


<PAGE>


subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.

                                    ARTICLE V

                                    COVENANTS

          Section 5.01.  AFFIRMATIVE  COVENANTS OF THE BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

          Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.


<PAGE>


                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

          Section 6.01.  LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly
request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          Section 7.02.  NOTICES,  ETC. Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

          Borrower:           WILMINGTON TRUST COMPANY
                              Rodney Square North
                              1100 North Market Square
                              Wilmington, DE 19890-0001

                              Attention:  Corporate Trust Administration
                              Telephone:  (302) 651-1000
                              Telecopy:   (302) 651-8882


<PAGE>


          Liquidity Provider: WESTDEUTSCHE LANDESBANK GIROZENTRALE
                              Asset Based Finance
                              1211 Avenue of the Americas
                              New York, N.Y. 10036

                              Attention:  Brigitte Thieme
                              Telephone:  (212) 852-6111
                              Telecopy:  (212) 921-5947

                              with a copy to:

                              WESTDEUTSCHE LANDESBANK GIROZENTRALE
                              Asset Based Finance
                              1211 Avenue of the Americas
                              New York, N.Y. 10036

                              Attention:  Loan Administration
                              Telephone:  (212) 852-6152
                              Telecopy:  (212) 302-7946

                              ABN AMRO BANK N.V.
                              135 South La Salle Street
                              Chicago, IL 60674

                              Attention:  Loan Operations
                              Telephone:  (312) 904-2836
                              Telecopy:  (312) 606-8428


or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

          Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial


<PAGE>


exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.

          Section 7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the
manner described in Section 8.1 or 9.1, as the case may be, of the Participation
Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
West LB Fee Letter (regardless of whether  indemnified  against pursuant to said
Sections or in such West LB Fee  Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement,  the West LB Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor  Agreement, the West LB Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

          Section 7.06.  LIABILITY OF THE LIQUIDITY  PROVIDER.  (a) ENeither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against


<PAGE>


delivery of a Notice of Borrowing and other  documents  which do not comply with
the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or
negligence  (in which  event the extent of the  Liquidity  Provider's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

          Section 7.07.  COSTS,  EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class B Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.


<PAGE>


          Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's
source  of  funds  may  derive  in  part  from  its  participants   (other  than
Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,
increased costs,  reduced receipts,  additional  amounts due pursuant to Section
3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

          (b) If, pursuant to subsection (a) above, the Liquidity Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower



<PAGE>


hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has
received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

          (c)  Notwithstanding  the other  provisions of this Section 7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

          Section 7.09.  SEVERABILITY.  Any provision of this Agreement which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

          Section 7.10.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;


<PAGE>


          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each
     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

          (c) The Liquidity Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

          Section  7.12.  EXECUTION  IN  COUNTERPARTS.  This  Agreement  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto on
separate  counterparts,  each  of  which  counterparts,  when  so  executed  and
delivered,  shall be deemed  to be an  original  and all of which  counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 7.13. ENTIRETY.  This Agreement,  the Intercreditor  Agreement
and the other  Operative  Agreements to which the Liquidity  Provider is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.


<PAGE>


          Section  7.14.  HEADINGS.  Section  headings  in  this  Agreement  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.

          Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

          Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER's  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



<PAGE>


          IN WITNESS WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.

                                        WILMINGTON TRUST COMPANY,
                                           not in  its  individual  capacity but
                                           solely  as  Subordination  Agent,  as
                                           agent  and  trustee  for  the Class B
                                           Trust, as Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:


                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                           as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:







<PAGE>


                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4B) dated as of October 23,  1997, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class B Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  DATE") in  accordance  with the terms and  provisions of the
     Class B Trust  Agreement  and the Class B  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  B
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class A Certificates or the Class C Certificates, (iii) was
     computed in accordance with the provisions of the Class B Certificates, the
     Class B Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class B Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion
     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.


<PAGE>


          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     





<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

                [Insert Copy of Computations in accordance with
                     Interest Advance Notice of Borrowing]




<PAGE>


                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4B) dated as of October 23, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the West LB Sub-Account of the Class B Cash  Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class B Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class B Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class B  Certificates,  the Class B
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.


<PAGE>


          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     




<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                   Non-Extension Advance Notice of Borrowing]



<PAGE>


                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4B) dated as of October 23, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the West LB Sub-Account of the Class B Cash  Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class B Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class B Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  C  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class B  Certificates,  the Class B
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice


<PAGE>


of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     



<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                     Downgrade Advance Notice of Borrowing]




<PAGE>


                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4B) dated as of October 23,  1997, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the  West LB  Sub-Account  of the  Class B Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class B
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class B  Certificates,  or
     principal  of, or interest or premium on, the Class A  Certificates  or the
     Class C Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  B  Certificates,  the  Class  B  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class B Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.



<PAGE>


          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     

















___________________

<F1>  Bracketed language may be included at Borrower's option.





<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

                [Insert Copy of Computations in accordance with
                       Final Advance Notice of Borrowing]




<PAGE>


                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                                       [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration

          Revolving  Credit  Agreement  dated as of October  23,  1997,  between
          Wilmington Trust Company, as Subordination Agent, as agent and trustee
          for the  Continental  Airlines Pass Through Trust,  1997-4B-[O/S],  as
          Borrower,  and WESTDEUTSCHE  LANDESBANK  GIROZENTRALE  (the "Liquidity
          Agreement")


Ladies and Gentlemen:

          You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.



<PAGE>


          THIS  NOTICE IS THE  "NOTICE OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                        Very truly yours,

                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                            as Liquidity Provider

                                        By:_____________________________________
                                           Name:
                                           Title:                     

cc: Wilmington Trust Company,
    as Class B Trustee





<PAGE>


                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

          Revolving  Credit  Agreement  dated as of October  23,  1997,  between
          Wilmington Trust Company, as Subordination Agent, as agent and trustee
          for the  Continental  Airlines Pass Through Trust,  1997-4B-[O/S],  as
          Borrower,  and WESTDEUTSCHE  LANDESBANK  GIROZENTRALE  (the "Liquidity
          Agreement")


Ladies and Gentlemen:

          For value received,  the undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ------------------------------
                              [Name of Transferee]


                         ------------------------------
                             [Address of Transferee]

all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

          By this transfer,  all rights of the undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.



<PAGE>


          We ask that this transfer be effective as of _______________, ____.

                                       WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:                     





                                                                  EXECUTION COPY


        _________________________________________________________________


                           REVOLVING CREDIT AGREEMENT
                                    (1997-4C)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4C

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        _________________________________________________________________


                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4C
              6.80% Continental Airlines Pass Through Certificates,
                                 Series 1997-4C



<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

<TABLE>
<CAPTION>

                                    ARTICLE I

                                   DEFINITIONS

<S>            <C>                                                           <C>
Section 1.01.  Certain Defined Terms .......................................  1


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances ................................................  8
Section 2.02.  Making the Advances .........................................  8
Section 2.03.  Fees ........................................................ 10
Section 2.04.  Reduction or Termination of the Maximum Commitment .......... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ........ 10
Section 2.06.  Repayments of Provider Advances ............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
               Agreement ................................................... 12
Section 2.08.  Book Entries ................................................ 12
Section 2.09.  Payments from Available Funds Only .......................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance ......... 13


                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs ............................................. 13
Section 3.02.  Capital Adequacy ............................................ 14
Section 3.03.  Payments Free of Deductions
 ................................. 15
Section 3.04.  Payments .................................................... 16
Section 3.05.  Computations ................................................ 16
Section 3.06.  Payment on Non-Business Days ................................ 16
Section 3.07.  Interest .................................................... 16
Section 3.08.  Replacement of Borrower ..................................... 18
Section 3.09.  Funding Loss Indemnification ................................ 18
Section 3.10.  Illegality .................................................. 18


<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ....... 19
Section 4.02.  Conditions Precedent to Borrowing ........................... 20


                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ....................... 21
Section 5.02.  Negative Covenants of the Borrower .......................... 21


                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default ................................. 21


                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................ 22
Section 7.02.  Notices, Etc. ............................................... 22
Section 7.03.  No Waiver; Remedies ......................................... 23
Section 7.04.  Further Assurances .......................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions ............. 23
Section 7.06.  Liability of the Liquidity Provider ......................... 24
Section 7.07.  Costs, Expenses and Taxes ................................... 24
Section 7.08.  Binding Effect; Participations .............................. 25
Section 7.09.  Severability ................................................ 27
Section 7.10.  GOVERNING LAW ............................................... 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver
               of Immunity ................................................. 27
Section 7.12.  Execution in Counterparts ................................... 28
Section 7.13.  Entirety .................................................... 28
Section 7.14.  Headings .................................................... 28


<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer .................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............ 28

</TABLE>



ANNEX I      Interest Advance Notice of Borrowing

ANNEX II     Non-Extension Advance Notice of Borrowing

ANNEX III    Downgrade Advance Notice of Borrowing

ANNEX IV     Final Advance Notice of Borrowing

ANNEX V      Notice of Termination

ANNEX VI     Notice of Replacement Subordination Agent


<PAGE>


                           REVOLVING CREDIT AGREEMENT


          This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class C Trust (as defined  below)
(the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The
Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS,  pursuant to the Class C Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  C Trust  is  issuing  the  Class C
Certificates; and

          WHEREAS,  the  Borrower,  in order to support the timely  payment of a
portion of the interest on the Class C  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

          NOW, THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

          Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS.  As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).

          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75%,  or (y) with  respect to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.


<PAGE>

          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4C-O,  dated as of the date  hereof,  relating to the
     Class C Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class C Certificate is outstanding, the city and state in which the Class C
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day
     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.

          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.


<PAGE>

          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  C  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably
     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21, 1998, initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.


<PAGE>

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class C Cash Collateral  Account for
               the  purpose of paying  interest on the Class C  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and

          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if
               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,


<PAGE>

               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently located at Chicago, Illinois, or such other lending office as the
     Liquidity  Provider  from time to time  shall  notify the  Borrower  as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.

          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.


<PAGE>

          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $5,666,712,
     and (y) the Stated Portion of the Required Amount on such day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated October
     16, 1997 relating to the Certificates, as such Prospectus Supplement may be
     amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.

          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class C  Certificates,  that  would be  payable on the Class C
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class C Certificates  on such day and without regard to
     expected future payments of principal on the Class C Certificates.

          "STATED PORTION" means 50%.


<PAGE>

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4C-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class C Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.

          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

          (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT. For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "ABN AMRO FEE LETTER",  "ABN AMRO  SUB-ACCOUNT",  "CERTIFICATES",  "CLASS A
     CERTIFICATES",  "CLASS B Certificates",  "CLASS A CASH COLLATERAL ACCOUNT",
     "CLASS C  CERTIFICATES",  "CLASS C  CERTIFICATEHOLDERS",  "CLASS C  TRUST",
     "CLASS  C  TRUST   AGREEMENT",   "CLASS   C   TRUSTEE",   "CLOSING   DATE",
     "CONTINENTAL",   "CONTINENTAL   BANKRUPTCY  EVENT",   "CONTROLLING  PARTY",
     "CORPORATE  TRUST  OFFICE",  "DELIVERY  PERIOD EXPIRY DATE",  "DISTRIBUTION
     DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT NOTES",  "FINAL MATURITY DATE",
     "FINANCING AGREEMENT",  "INDENTURE",  "INTEREST PAYMENT DATE",  "INVESTMENT
     EARNINGS", "LIQUIDITY FACILITY",  "LIQUIDITY Obligations",  "LOAN TRUSTEE",


<PAGE>

     "MOODY'S",  "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT",  "OPERATIVE
     AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING
     AGENCY", "RATINGS Confirmation",  "REGULAR DISTRIBUTION DATE", "REPLACEMENT
     LIQUIDITY FACILITY",  "RESPONSIBLE OFFICER",  "SCHEDULED PAYMENT", "SPECIAL
     PAYMENT",  "STANDARD  & POOR'S",  "STATED  INTEREST  RATE",  "SUBORDINATION
     AGENT",  "TAXES",  "THRESHOLD  RATING",  "TRANSFER",   "TRUST  AGREEMENTS",
     "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

          Section 2.01. THE ADVANCES.  The Liquidity Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

          Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class C
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section
3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

          (b) A  Non-Extension  Advance  shall be made in a single  Borrowing if
this  Agreement  is not  extended  in  accordance  with  Section  3.6(d)  of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement  shall have been  delivered  to the Borrower as  contemplated  by said
Section 3.6(d) within the time period  specified in such Section) by delivery to
the  Liquidity  Provider  of a written  and  completed  Notice of  Borrowing  in
substantially  the form of Annex II  attached  hereto,  signed by a  Responsible
Officer of the Borrower,  in an amount equal to the Maximum Available Commitment


<PAGE>

at such time, and shall be used to fund the ABN AMRO  Sub-Account of the Class C
Cash  Collateral  Account in  accordance  with said  Section  3.6(d) and Section
3.6(f) of the Intercreditor Agreement.

          (c) A Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and  shall  be  used  to  fund  the ABN  AMRO  Sub-Account  of the  Class C Cash
Collateral  Account in accordance with said Section 3.6(c) and Section 3.6(f) of
the Intercreditor Agreement.

          (d) A Final  Advance  shall  be made in a  single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the ABN  AMRO  Sub-Account  of the  Class C Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f) of the Intercreditor Agreement.

          (e) Each  Borrowing  shall be made on notice in  writing (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the


<PAGE>

Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

          (f) Upon the making of any Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d) hereof to fund the ABN AMRO
Sub-Account of the Class C Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class C Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class C Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

          Section  2.03.  FEES.  The  Borrower  agrees  to pay to the  Liquidity
Provider the fees set forth in the ABN AMRO Fee Letter.

          Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (a)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class C
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

          (b)  TERMINATION.  Upon the  making of any  Provider  Advance or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

          Section 2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to


<PAGE>

herein as an "UNPAID  Advance"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

          Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts advanced
hereunder  in respect of a Provider  Advance  shall be deposited in the ABN AMRO
Sub-Account of the Class C Cash Collateral Account,  invested and withdrawn from
the ABN AMRO Sub-Account of the Class C Cash Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees
to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the ABN AMRO  Sub-Account of the Class C Cash Collateral  Account
for the purpose of paying  interest on the Class C  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the withdrawal of any amounts from the ABN AMRO Sub-Account of
the Class C Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.


<PAGE>

          (b) At any time  when an  Applied  Provider  Advance  (or any  portion
thereof) is  outstanding,  upon the deposit in the ABN AMRO  Sub-Account  of the
Class C Cash  Collateral  Account of any amount  pursuant  to clause  "third" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

          (c)  Upon  the  provision  of  a  Replacement  Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor   Agreement,   amounts  remaining  on  deposit  in  the  ABN  AMRO
Sub-Account  of the Class C Cash  Collateral  Account after giving effect to any
Applied Provider Advance on the date of such replacement  shall be reimbursed to
the  Liquidity  Provider,  but only to the extent such amounts are  necessary to
repay in full to the Liquidity Provider all amounts owing to it hereunder.

          Section   2.07.   PAYMENTS  TO  THE  LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

          Section 2.08. BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

          Section 2.09.  PAYMENTS FROM AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving


<PAGE>

effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such
amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the ABN AMRO  Sub-Account  of the Class C Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class C  Certificates  shall not be available to make payments under this
Agreement.

          Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class C  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms
hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

          Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the


<PAGE>

adoption  or making  after the date of this  Agreement  of any  interpretations,
directives, or requirements applying to a class of banks including the Liquidity
Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

          Section 3.02.  CAPITAL ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,


<PAGE>

in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous to the Liquidity Provider.

          The Liquidity Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.

          Section 3.03.  PAYMENTS FREE OF  DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

          (b) All payments (including, without limitation, Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after


<PAGE>

deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

          Section 3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in
immediately  available  funds, by wire transfer to ABN AMRO Bank N.V., New York,
N.Y., ABA # 026009580, Account Name: ABN AMRO Bank N.V.--Chicago branch, Account
No. 651-0-010111-42, Account Name: Continental Airlines, Inc.

          Section 3.05. COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

          Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

          Section  3.07.  INTEREST.  (a) Subject to Section  2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount thereof was withdrawn from the ABN AMRO  Sub-Account of
the Class C Cash Collateral Account to pay interest on the Class C Certificates)
to but  excluding the date such  principal  amount shall be paid in full (or, in
the case of an  Applied  Provider  Advance,  the date on which  the Class C Cash
Collateral Account is fully replenished in respect of such Advance) and (ii) any
other amount due hereunder (whether fees, commissions, expenses or other amounts
or, to the extent permitted by law,  installments of interest on Advances or any
such other  amount) which is not paid when due (whether at stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in


<PAGE>

effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent
reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.

          (b)  Except as  provided  in clause (e) below,  each  Advance  will be
either a Base Rate Advance or a LIBOR Advance as provided in this Section.  Each
such  Advance  will be a Base Rate  Advance  for the period from the date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

          (c) Each LIBOR Advance shall bear interest during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

          (d) Each Base Rate  Advance  shall bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

          (e) Each  Unapplied  Downgrade  Advance (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the Investment  Earnings on amounts on deposit in the ABN AMRO Sub-Account of
the  Class C Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance with clause (c) above.


<PAGE>

          (f)  Each  amount  not  paid  when  due   hereunder   (whether   fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law,  installments  of interest on Advances but excluding  Advances)  shall bear
interest at a rate per annum equal to the Base Rate plus 2.00% until paid.

          (g) Each change in the Base Rate shall become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

          Section 3.08.  REPLACEMENT OF BORROWER.  From time to time and subject
to the successor  Borrower's  meeting the eligibility  requirements set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION Agent") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

          Section 3.09. FUNDING LOSS INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR  Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

          Section 3.10. ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.


<PAGE>

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

          Section 4.01.  CONDITIONS  PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

               (i)  This Agreement duly executed on behalf of the Borrower;

               (ii) The Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

               (iii) Fully executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

               (iv) A copy of the Prospectus  Supplement and specimen  copies of
          the Class C Certificates;

               (v) An executed copy of each  document,  instrument,  certificate
          and opinion  delivered on or before the Closing  Date  pursuant to the
          Class C Trust  Agreement,  the  Intercreditor  Agreement and the other
          Operative Agreements (in the case of each such opinion, other than the
          opinion of  counsel  for the  Underwriters,  either  addressed  to the
          Liquidity  Provider  or  accompanied  by a  letter  from  the  counsel
          rendering  such opinion to the effect that the  Liquidity  Provider is
          entitled  to  rely  on  such  opinion  as of its  date  as if it  were
          addressed to the Liquidity Provider);

               (vi)  Evidence  that  there  shall have been made and shall be in
          full force and effect, all filings,  recordings and/or  registrations,
          and there  shall have been given or taken any notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the
          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;


<PAGE>

               (vii) An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

               (viii) Such other documents,  instruments, opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

          Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be
subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.


<PAGE>

                                    ARTICLE V

                                    COVENANTS

          Section 5.01.  AFFIRMATIVE  COVENANTS OF THE BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

          Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

          Section 6.01.  LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly


<PAGE>

request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

          Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

          Section 7.02.  NOTICES,  ETC. Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

          Borrower:             WILMINGTON TRUST COMPANY
                                Rodney Square North
                                1100 North Market Square
                                Wilmington, DE 19890-0001

                                Attention:  Corporate Trust Administration
                                Telephone:  (302) 651-1000
                                Telecopy:   (302) 651-8882

          Liquidity Provider:   ABN AMRO BANK N.V.
                                Aerospace Department
                                135 South LaSalle Street, #760
                                Chicago, IL 60674-9135

                                Attention:  Claudia Heldring
                                Telephone:  (312) 904-2900
                                Telecopy:   (312) 606-8428


<PAGE>

                                with a copy to:

                                ABN AMRO Bank N.V.
                                135 South LaSalle Street, #625
                                Chicago, IL 60674-9135

                                Attention:  Loan Operations
                                Telephone:  (312) 904-2836
                                Telecopy:   (312) 606-8428

                                West LB
                                Asset Based Finance
                                1211 Avenue of the Americas
                                New York, NY 10036

                                Attention:  Loan Administration
                                Telephone:  (212) 852-6152
                                Telecopy:   (212) 302-7946

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

          Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further
exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

          Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.


<PAGE>

          Section 7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the
manner described in Section 8.1 or 9.1, as the case may be, of the Participation
Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
ABN AMRO Fee Letter (regardless of whether  indemnified against pursuant to said
Sections or in such ABN AMRO Fee Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

          Section  7.06.  LIABILITY OF THE LIQUIDITY  PROVIDER.  (a) Neither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against
delivery of a Notice of Borrowing and other  documents  which do not comply with
the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

          (b) Neither the Liquidity Provider nor any of its officers, employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of


<PAGE>

any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or
negligence  (in which  event the extent of the  Liquidity  Provider's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

          Section 7.07.  COSTS,  EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class C Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

          Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's


<PAGE>

source  of  funds  may  derive  in  part  from  its  participants   (other  than
Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,
increased costs,  reduced receipts,  additional  amounts due pursuant to Section
3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

          (b) If, pursuant to subsection (a) above, the Liquidity Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower
hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has
received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

          (c)  Notwithstanding  the other  provisions of this Section 7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.


<PAGE>

          Section 7.09.  SEVERABILITY.  Any provision of this Agreement which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

          Section 7.10.  GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each
     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

          (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS


<PAGE>

IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

          (c) The Liquidity Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

          Section  7.12.  EXECUTION  IN  COUNTERPARTS.  This  Agreement  may  be
executed  in any  number of  counterparts  and by  different  parties  hereto on
separate  counterparts,  each  of  which  counterparts,  when  so  executed  and
delivered,  shall be deemed  to be an  original  and all of which  counterparts,
taken together, shall constitute but one and the same Agreement.

          Section 7.13. ENTIRETY.  This Agreement,  the Intercreditor  Agreement
and the other  Operative  Agreements to which the Liquidity  Provider is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.

          Section  7.14.  HEADINGS.  Section  headings  in  this  Agreement  are
included  herein for  convenience  of reference  only and shall not constitute a
part of this Agreement for any other purpose.

          Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

          Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER'S  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.


<PAGE>


          IN WITNESS WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          agent  and  trustee  for  the  Class C
                                          Trust, as Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:



                                        ABN AMRO BANK N.V.,
                                           Chicago branch
                                           as Liquidity Provider



                                        By:_____________________________________
                                           Name:
                                           Title:



<PAGE>
                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING


          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4C)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class C Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  Date") in  accordance  with the terms and  provisions of the
     Class C Trust  Agreement  and the Class C  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  C
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class A Certificates or the Class B Certificates, (iii) was
     computed in accordance with the provisions of the Class C Certificates, the
     Class C Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class C Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion


<PAGE>

     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:




<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

[Insert  Copy  of  Computations  in  accordance  with Interest Advance Notice of
Borrowing]



<PAGE>

                                                                     Annex II to
                                                      Revolving Credit Agreement


                    NON-EXTENSION ADVANCE NOTICE OF BORROWING


          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4C)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the ABN AMRO Sub-Account of the Class C Cash Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class C Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class C Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  B  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class C  Certificates,  the Class C
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.


<PAGE>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:



<PAGE>

             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING


[Insert  Copy of computations in accordance with Non-Extension Advance Notice of
Borrowing]



<PAGE>

                                                                    Annex III to
                                                      Revolving Credit Agreement


                      DOWNGRADE ADVANCE NOTICE OF BORROWING

          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
subordination  agent (the  "BORROWER"),  hereby  certifies to ABN AMRO BANK N.V.
(the "LIQUIDITY  PROVIDER"),  with reference to the Revolving  Credit  Agreement
(1997-4C)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the ABN AMRO Sub-Account of the Class C Cash Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the funding of the ABN AMRO
     Sub-Account  of the Class C Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class C Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  B  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class C  Certificates,  the Class C
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:


<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING


[Insert  Copy  of  computations  in  accordance with Downgrade Advance Notice of
Borrowing]



<PAGE>

                                                                     Annex IV to
                                                      Revolving Credit Agreement


                        FINAL ADVANCE NOTICE OF BORROWING


          The  undersigned,  a duly  authorized  signatory  of  the  undersigned
borrower  (the  "BORROWER"),  hereby  certifies  to  ABN  AMRO  BANK  N.V.  (the
"LIQUIDITY  PROVIDER"),   with  reference  to  the  Revolving  Credit  Agreement
(1997-4C)  dated as of October 23, 1997,  between the Borrower and the Liquidity
Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the ABN AMRO  Sub-Account  of the  Class C Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class C
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class C  Certificates,  or
     principal  of, or interest or premium on, the Class A  Certificates  or the
     Class B Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  C  Certificates,  the  Class  C  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.


<PAGE>

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

          The  Borrower  hereby  acknowledges  that,  pursuant to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

          IN WITNESS  WHEREOF,  the Borrower has  executed  and  delivered  this
Notice of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:



___________________

<F1>  Bracketed language may be included at Borrower's option.


<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING


[Insert  Copy  of Computations  in  accordance  with  Final  Advance  Notice  of
Borrowing]


<PAGE>

                                                                      Annex V to
                                                      Revolving Credit Agreement


                              NOTICE OF TERMINATION


                                                      [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4C-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

          You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.


<PAGE>

          THIS  NOTICE IS THE  "NOTICE OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.


                                        Very truly yours,

                                        ABN AMRO BANK N.V.,
                                           Chicago branch
                                           as Liquidity Provider



                                        By:_____________________________________
                                           Name:
                                           Title:

cc:  Wilmington Trust Company,
      as Class C Trustee



<PAGE>

                                                                     Annex VI to
                                                      Revolving Credit Agreement


                    NOTICE OF REPLACEMENT SUBORDINATION AGENT



[Date]
Attention:



     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4C-[O/S],  as Borrower,  and
     ABN AMRO BANK N.V. (the "Liquidity Agreement")


Ladies and Gentlemen:

          For value received,  the undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ______________________________
                              [Name of Transferee]


                         ______________________________
                             [Address of Transferee]


all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

          By this transfer,  all rights of the undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.


<PAGE>


          We ask that this transfer be effective as of _______________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:




                                                                  EXECUTION COPY


        _________________________________________________________________


                           REVOLVING CREDIT AGREEMENT
                                    (1997-4C)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1997-4C

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        _________________________________________________________________


                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4C
              6.80% Continental Airlines Pass Through Certificates,
                                 Series 1997-4C



<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DEFINITIONS
<S>            <C>                                                           <C>

Section 1.01.  Certain Defined Terms ........................................  1

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

Section 2.01.  The Advances .................................................  8
Section 2.02.  Making the Advances ..........................................  8
Section 2.03.  Fees ......................................................... 10
Section 2.04.  Reduction or Termination of the Maximum Commitment ........... 10
Section 2.05.  Repayments of Interest Advances or the Final Advance ......... 10
Section 2.06.  Repayments of Provider Advances .............................. 11
Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
               Agreement .................................................... 12
Section 2.08.  Book Entries ................................................. 12
Section 2.09.  Payments from Available Funds Only ........................... 12
Section 2.10.  Extension of the Expiry Date; Non-Extension Advance .......... 13

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

Section 3.01.  Increased Costs .............................................. 13
Section 3.02.  Capital Adequacy ............................................. 14
Section 3.03.  Payments
 Free of Deductions .................................. 15
Section 3.04.  Payments ..................................................... 16
Section 3.05.  Computations ................................................. 16
Section 3.06.  Payment on Non-Business Days ................................. 16
Section 3.07.  Interest ..................................................... 16
Section 3.08.  Replacement of Borrower ...................................... 18
Section 3.09.  Funding Loss Indemnification ................................. 18
Section 3.10.  Illegality ................................................... 18


<PAGE>
                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01 ........ 19
Section 4.02.  Conditions Precedent to Borrowing ............................ 20

                                    ARTICLE V

                                    COVENANTS

Section 5.01.  Affirmative Covenants of the Borrower ........................ 21
Section 5.02.  Negative Covenants of the Borrower ........................... 21

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

Section 6.01.  Liquidity Events of Default .................................. 21

                                   ARTICLE VII

                                  MISCELLANEOUS

Section 7.01.  Amendments, Etc. ............................................. 22
Section 7.02.  Notices, Etc. ................................................ 22
Section 7.03.  No Waiver; Remedies .......................................... 23
Section 7.04.  Further Assurances ........................................... 23
Section 7.05.  Indemnification; Survival of Certain Provisions .............. 23
Section 7.06.  Liability of the Liquidity Provider .......................... 24
Section 7.07.  Costs, Expenses and Taxes .................................... 24
Section 7.08.  Binding Effect; Participations ............................... 25
Section 7.09.  Severability ................................................. 27
Section 7.10.  GOVERNING LAW ................................................ 27
Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
               Waiver of Immunity ........................................... 27
Section 7.12.  Execution in Counterparts .................................... 28
Section 7.13.  Entirety ..................................................... 28
Section 7.14.  Headings ..................................................... 28


<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE
                                                                            ----

Section 7.15.  Transfer ..................................................... 28
Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28


ANNEX I     Interest Advance Notice of Borrowing

ANNEX II    Non-Extension Advance Notice of Borrowing

ANNEX III   Downgrade Advance Notice of Borrowing

ANNEX IV    Final Advance Notice of Borrowing

ANNEX V     Notice of Termination

ANNEX VI    Notice of Replacement Subordination Agent

</TABLE>






<PAGE>



                           REVOLVING CREDIT AGREEMENT

         This REVOLVING CREDIT  AGREEMENT dated as of October 23, 1997,  between
WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity
but solely as  Subordination  Agent under the  Intercreditor  Agreement (each as
defined  below),  as agent and trustee for the Class C Trust (as defined  below)
(the "BORROWER"),  and WESTDEUTSCHE  LANDESBANK  GIROZENTRALE,  a bank organized
under the laws of the State of North  Rhine-Westphalia,  Germany, acting through
its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:
                              - - - - - - - - - - 

         WHEREAS,  pursuant  to the Class C Trust  Agreement  (such term and all
other  capitalized terms used in these recitals having the meanings set forth or
referred  to in  Section  1.01),  the  Class  C Trust  is  issuing  the  Class C
Certificates; and

         WHEREAS,  the  Borrower,  in order to support  the timely  payment of a
portion of the interest on the Class C  Certificates  in  accordance  with their
terms,  has  requested  the  Liquidity  Provider  to enter into this  Agreement,
providing in part for the Borrower to request in  specified  circumstances  that
Advances be made hereunder.

         NOW,  THEREFORE,  in consideration of the premises,  the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         Section 1.01.  CERTAIN DEFINED TERMS. (a) DEFINITIONS.  As used in this
Agreement  and unless  otherwise  expressly  indicated,  or unless  the  context
clearly  requires  otherwise,  the  following  capitalized  terms shall have the
following respective meanings for all purposes of this Agreement:

          "ADDITIONAL  COST" has the  meaning  assigned  to such term in Section
     3.01.

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  an Applied Provider Advance or an Unpaid Advance, as the case may
     be.

          "APPLICABLE  LIQUIDITY RATE" has the meaning  assigned to such term in
     Section 3.07(g).




<PAGE>


          "APPLICABLE  MARGIN"  means (x) with respect to any Unpaid  Advance or
     Applied  Provider  Advance,  1.75% or (y)  with  respect  to any  Unapplied
     Provider Advance that is a LIBOR Advance, .40%.

          "APPLIED  DOWNGRADE  ADVANCE" has the meaning assigned to such term in
     Section 2.06(a).

          "APPLIED  NON-EXTENSION ADVANCE" has the meaning assigned to such term
     in Section 2.06(a).

          "APPLIED  PROVIDER  ADVANCE" has the meaning  assigned to such term in
     Section 2.06(a).

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  to be entered  into between the Borrower and the trustee of the
     Successor  Trust,  substantially  in the  form of  Exhibit  C to the  Trust
     Supplement  No.  1997-4C-O,  dated as of the date  hereof,  relating to the
     Class C Trust.

          "BASE RATE" means a fluctuating interest rate per annum in effect from
     time to time,  which rate per annum  shall at all times be equal to (a) the
     weighted average of the rates on overnight Federal funds  transactions with
     members of the Federal Reserve System arranged by Federal funds brokers, as
     published for such day (or, if such day is not a Business Day, for the next
     preceding Business Day) by the Federal Reserve Bank of New York, or if such
     rate is not so published for any day that is a Business Day, the average of
     the quotations for such day for such transactions received by the Liquidity
     Provider from three Federal funds brokers of recognized  standing  selected
     by it, plus (b) one quarter of one percent (1/4 of 1%).

          "BASE RATE  ADVANCE"  means an Advance  that bears  interest at a rate
     based upon the Base Rate.

          "BORROWER"  has the  meaning  assigned  to such term in the recital of
     parties to this Agreement.

          "BORROWING"  means the making of Advances  requested  by delivery of a
     Notice of Borrowing.

          "BUSINESS  DAY" means any day other than a Saturday or Sunday or a day
     on which  commercial  banks are required or authorized to close in Houston,
     Texas, New York, New York, Amsterdam,  The Netherlands,  or, so long as any
     Class C Certificate is outstanding, the city and state in which the Class C
     Trustee,  the Borrower or any Loan Trustee  maintains its  Corporate  Trust
     Office or receives or disburses funds, and, if the applicable  Business Day
     relates to any Advance or other amount bearing  interest based on the LIBOR
     Rate, on which dealings are carried on in the London interbank market.


<PAGE>


          "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the
     Deposit Agreement.

          "DEPOSITS"  has the  meaning  assigned  to such  terms in the  Deposit
     Agreement.

          "DEPOSITARY"  has the  meaning  assigned  to such term in the  Deposit
     Agreement.

          "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997
     between First  Security  Bank,  National  Association,  as Escrow Agent and
     Credit Suisse First Boston,  New York branch, as Depositary,  pertaining to
     the  Class  C  Certificates,  as the  same  may  be  amended,  modified  or
     supplemented from time to time in accordance with the terms thereof.

          "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c).

          "EFFECTIVE  DATE" has the  meaning  specified  in  Section  4.01.  The
     delivery of the  certificate  of the  Liquidity  Provider  contemplated  by
     Section  4.01(e) shall be conclusive  evidence that the Effective  Date has
     occurred.

          "EXCLUDED  TAXES" means (i) taxes imposed on the overall net income of
     the Liquidity  Provider or of its Lending Office by the jurisdiction  where
     such  Liquidity  Provider's  principal  office  or such  Lending  Office is
     located, and (ii) Excluded Withholding Taxes.

          "EXCLUDED  WITHHOLDING  TAXES" means (i) withholding  Taxes imposed by
     the United States except to the extent that such United States  withholding
     Taxes are imposed as a result of any change in  applicable  law  (excluding
     from change in  applicable  law for this purpose a change in an  applicable
     treaty or other  change in law  affecting  the  applicability  of a treaty)
     after the date  hereof,  or in the case of a successor  Liquidity  Provider
     (including a transferee of an Advance) or Lending Office, after the date on
     which such successor  Liquidity  Provider  obtains its interest or on which
     the Lending Office is changed,  and (ii) any  withholding  Taxes imposed by
     the  United  States  which  are  imposed  or  increased  as a result of the
     Liquidity  Provider  failing to deliver to the Borrower any  certificate or
     document  (which  certificate or document in the good faith judgment of the
     Liquidity  Provider it is legally  entitled to provide) which is reasonably

<PAGE>


     requested by the Borrower to establish  that payments  under this Agreement
     are exempt from (or entitled to a reduced rate of) withholding Tax.

          "EXPENSES"  means  liabilities,   obligations,  damages,  settlements,
     penalties,  claims,  actions,  suits,  costs,  expenses,  and disbursements
     (including, without limitation,  reasonable fees and disbursements of legal
     counsel  and costs of  investigation),  provided  that  Expenses  shall not
     include any Taxes.

          "EXPIRY DATE" means October 21, 1998, initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

          "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d).

          "INTERCREDITOR  AGREEMENT" means the Intercreditor Agreement dated the
     date hereof,  among the  Trustees,  the Liquidity  Provider,  the liquidity
     provider under each Liquidity  Facility (other than this Agreement) and the
     Subordination Agent, as the same may be amended,  supplemented or otherwise
     modified from time to time in accordance with its terms.

          "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a).

          "INTEREST  PERIOD" means,  with respect to any LIBOR Advance,  each of
     the following periods:

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR Advance (or, in the case of an Unapplied Downgrade
               Advance,  the period  beginning  on the  Expiry  Date) or (y) the
               withdrawal of funds from the Class C Cash Collateral  Account for
               the  purpose of paying  interest on the Class C  Certificates  as
               contemplated  by Section  2.06(a)  hereof  and,  in either  case,
               ending on the next Regular  Distribution  Date (or ending, in the
               case of an Interest Period  applicable to any Unapplied  Provider
               Advance,  on the  numerically  corresponding  day in the first or
               sixth  calendar  month  after  the  first  day of the  applicable
               Interest Period and/or on the next Regular  Distribution Date, as
               Continental  may  select  by  providing  notice  thereof  to  the
               Borrower and the Liquidity  Provider no later than three Business
               Days prior to the commencement of such Interest Period,  PROVIDED
               that if  Continental  shall  not  provide  such a notice at least
               three  Business Days prior to the  commencement  of such Interest
               Period,  then  Continental  shall be deemed to have  selected  an
               Interest  Period ending on the next Regular  Distribution  Date);
               and


<PAGE>


          (ii) each  subsequent  period  commencing  on  the  last  day  of  the
               immediately  preceding  Interest  Period  and  ending on the next
               Regular  Distribution Date (or ending, in the case of an Interest
               Period  applicable  to any  Unapplied  Provider  Advance,  on the
               numerically  corresponding  day in the  first or  sixth  calendar
               month  after  the  first day of the  applicable  Interest  Period
               and/or on the next Regular  Distribution Date, as Continental may
               select  by  providing  notice  thereof  to the  Borrower  and the
               Liquidity Provider no later than three Business Days prior to the
               commencement   of  such   Interest   Period,   PROVIDED  that  if
               Continental  shall  not  provide  such a notice  at  least  three
               Business Days prior to the  commencement of such Interest Period,
               then  Continental  shall be deemed to have  selected  an Interest
               Period ending on the next Regular Distribution Date);

     PROVIDED,  HOWEVER,  that (I) if an Unapplied  Provider  Advance which is a
     LIBOR Advance becomes an Applied Provider Advance, the Interest Period then
     applicable to such Unapplied  Provider  Advance shall be applicable to such
     Applied  Provider Advance and (II) if (x) the Final Advance shall have been
     made, or (y) other outstanding  Advances shall have been converted into the
     Final Advance, then the Interest Periods shall be successive periods of one
     month   beginning  on  the  third  Business  Day  following  the  Liquidity
     Provider's  receipt of the Notice of Borrowing  for such Final  Advance (in
     the case of clause (x) above) or the Regular  Distribution  Date  following
     such conversion (in the case of clause (y) above).

          "LENDING  OFFICE" means the lending  office of the Liquidity  Provider
     presently  located at New York,  New York, or such other lending  office as
     the  Liquidity  Provider from time to time shall notify the Borrower as its
     lending office  hereunder;  PROVIDED that the Liquidity  Provider shall not
     change its Lending  Office to a Lending Office outside the United States of
     America except in accordance with Section 3.01, 3.02 or 3.03 hereof.

          "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon
     the LIBOR Rate.

          "LIBOR RATE" means,  with respect to any Interest Period,  the average
     (rounded upward, if necessary,  to the next higher 1/16 of 1%) of the rates
     per annum at which  deposits  in dollars  are offered to major banks in the
     London  interbank  market at  approximately  11:00 A.M.  (London  time) two
     Business  Days  before the first day of such  Interest  Period in an amount
     approximately  equal to the  principal  amount of the Advance to which such
     Interest  Period is to apply and for a period  of time  comparable  to such
     Interest Period.


<PAGE>


          "LIQUIDITY  EVENT OF DEFAULT"  means the  occurrence of either (a) the
     Acceleration  of all of the Equipment Notes (provided that, with respect to
     the period prior to the Delivery  Period Expiry Date,  such Equipment Notes
     have an aggregate  outstanding principal balance in excess of $300,000,000)
     or (b) a Continental Bankruptcy Event.

          "LIQUIDITY  INDEMNITEE"  means (i) the  Liquidity  Provider,  (ii) the
     directors,  officers,  employees and agents of the Liquidity Provider,  and
     (iii) the  successors  and  permitted  assigns of the persons  described in
     clauses (i) and (ii), inclusive.

          "LIQUIDITY  PROVIDER"  has the  meaning  assigned  to such term in the
     recital of parties to this Agreement.

          "MAXIMUM  AVAILABLE  COMMITMENT"  shall  mean,  subject to the proviso
     contained  in the  third  sentence  of  Section  2.02(a),  at any  time  of
     determination,  (a) the  Maximum  Commitment  at  such  time  LESS  (b) the
     aggregate  amount  of each  Interest  Advance  outstanding  at  such  time;
     PROVIDED that following a Provider Advance or a Final Advance,  the Maximum
     Available Commitment shall be zero.

          "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $5,666,712,
     and (y) the Stated Portion of the Required Amount on such day.

          "NON-EXTENSION  ADVANCE"  means an Advance  made  pursuant  to Section
     2.02(b).

          "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e).

          "NOTICE OF REPLACEMENT  SUBORDINATION AGENT" has the meaning specified
     in Section 3.08.

          "PERFORMING NOTE DEFICIENCY"  means any time that less than 65% of the
     then  aggregate  outstanding  principal  amount of all Equipment  Notes are
     Performing Equipment Notes.

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated October
     16, 1997 relating to the Certificates, as such Prospectus Supplement may be
     amended or supplemented.

          "PROVIDER  ADVANCE"  means  a  Downgrade  Advance  or a  Non-Extension
     Advance.

          "REGULATORY  CHANGE" has the meaning  assigned to such term in Section
     3.01.


<PAGE>


          "REPLENISHMENT  AMOUNT"  has the  meaning  assigned  to  such  term in
     Section 2.06(b).

          "REQUIRED  AMOUNT" means, for any day, the sum of the aggregate amount
     of interest,  calculated at the rate per annum equal to the Stated Interest
     Rate for the Class C  Certificates,  that  would be  payable on the Class C
     Certificates   on  each  of  the  three   successive   semiannual   Regular
     Distribution  Dates  immediately  following  such day or,  if such day is a
     Regular  Distribution  Date, on such day and the  succeeding two semiannual
     Regular  Distribution  Dates,  in each case  calculated on the basis of the
     Pool Balance of the Class C Certificates  on such day and without regard to
     expected future payments of principal on the Class C Certificates.

          "STATED PORTION" means 50%.

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1997-4C-S.

          "TAX  LETTER"  means the  letter  dated the date  hereof  between  the
     Liquidity Provider and Continental pertaining to this Agreement.

          "TERMINATION  DATE" means the earliest to occur of the following:  (i)
     the  Expiry  Date;  (ii) the date on which  the  Borrower  delivers  to the
     Liquidity  Provider a certificate,  signed by a Responsible  Officer of the
     Borrower, certifying that all of the Class C Certificates have been paid in
     full (or provision  has been made for such payment in  accordance  with the
     Intercreditor  Agreement  and the Trust  Agreements)  or are  otherwise  no
     longer entitled to the benefits of this Agreement;  (iii) the date on which
     the Borrower delivers to the Liquidity Provider a certificate,  signed by a
     Responsible  Officer  of  the  Borrower,   certifying  that  a  Replacement
     Liquidity Facility has been substituted for this Agreement in full pursuant
     to Section 3.6(e) of the Intercreditor  Agreement;  (iv) the fifth Business
     Day following the receipt by the Borrower of a Termination  Notice from the
     Liquidity  Provider  pursuant to Section 6.01  hereof;  and (v) the date on
     which no Advance is or may (including by reason of  reinstatement as herein
     provided) become available for a Borrowing hereunder.

          "TERMINATION NOTICE" means the Notice of Termination  substantially in
     the form of Annex V to this Agreement.

          "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b).

          "UNAPPLIED  DOWNGRADE  ADVANCE" means any Downgrade Advance other than
     an Applied Downgrade Advance.


<PAGE>


          "UNAPPLIED  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

          "UNPAID  ADVANCE"  has the  meaning  assigned  to such term in Section
     2.05.

         (b) TERMS DEFINED IN THE INTERCREDITOR  AGREEMENT.  For all purposes of
this Agreement,  the following terms shall have the respective meanings assigned
to such terms in the Intercreditor Agreement:

     "CERTIFICATES",  "CLASS A CERTIFICATES",  "CLASS B CERTIFICATES",  "CLASS C
     CERTIFICATES",  "CLASS C  CERTIFICATEHOLDERS",  "CLASS C  TRUST",  "CLASS C
     TRUST  AGREEMENT",   "CLASS  C  Trustee",  "CLOSING  DATE",  "CONTINENTAL",
     "CONTINENTAL  BANKRUPTCY  EVENT",  "CONTROLLING  Party",  "CORPORATE  TRUST
     OFFICE",  "DELIVERY PERIOD EXPIRY DATE",  "DISTRIBUTION DATE",  "DOWNGRADED
     FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT",
     "INDENTURE",  "INTEREST PAYMENT DATE",  "INVESTMENT  EARNINGS",  "LIQUIDITY
     FACILITY",    "LIQUIDITY   OBLIGATIONS",    "LOAN   TRUSTEE",    "MOODY'S",
     "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS",
     "PERFORMING  EQUIPMENT NOTE",  "PERSON",  "POOL BALANCE",  "RATING AGENCY",
     "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY
     FACILITY",  "RESPONSIBLE OFFICER",  "SCHEDULED PAYMENT", "SPECIAL PAYMENT",
     "STANDARD  &  Poor's",  "STATED  INTEREST  RATE",   "SUBORDINATION  AGENT",
     "TAXES",  "THRESHOLD RATING",  "TRANSFER",  "TRUST AGREEMENTS",  "TRUSTEE",
     "UNDERWRITERS",  "UNDERWRITING  AGREEMENT",  "WEST LB FEE LETTER", "WEST LB
     SUB-ACCOUNT" and "WRITTEN NOTICE".

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

         Section 2.01. THE ADVANCES.  The Liquidity  Provider hereby irrevocably
agrees,  on the terms and conditions  hereinafter set forth, to make Advances to
the  Borrower  from time to time on any  Business Day during the period from the
Effective  Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the  obligations  of the  Liquidity  Provider  shall be  earlier  terminated  in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

         Section 2.02. MAKING THE ADVANCES.  (a) Interest Advances shall be made
in one or more  Borrowings by delivery to the Liquidity  Provider of one or more
written and completed  Notices of Borrowing in substantially the form of Annex I
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
not  exceeding the Maximum  Available  Commitment at such time and shall be used
solely for the payment when due of the Stated Portion of interest on the Class C
Certificates  at the Stated  Interest Rate  therefor in accordance  with Section


<PAGE>


3.6(a) of the  Intercreditor  Agreement.  Each Interest  Advance made  hereunder
shall  automatically  reduce the  Maximum  Available  Commitment  and the amount
available to be borrowed hereunder by subsequent  Advances by the amount of such
Interest  Advance  (subject to  reinstatement as provided in the next sentence).
Upon  repayment to the Liquidity  Provider in full of the amount of any Interest
Advance made pursuant to this Section  2.02(a),  together with accrued  interest
thereon  (as  provided  herein),  the  Maximum  Available  Commitment  shall  be
reinstated by the amount of such repaid Interest Advance,  but not to exceed the
Maximum Commitment;  PROVIDED,  HOWEVER,  that the Maximum Available  Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

         (b) A Non-Extension Advance shall be made in a single Borrowing if this
Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor
Agreement  (unless a Replacement  Liquidity  Facility to replace this  Agreement
shall have been delivered to the Borrower as contemplated by said Section 3.6(d)
within the time period  specified in such  Section) by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex  II  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and shall be used to fund the West LB Sub-Account of the Class C Cash Collateral
Account  in  accordance  with said  Section  3.6(d)  and  Section  3.6(f) of the
Intercreditor Agreement.

         (c) A  Downgrade  Advance  shall be made in a single  Borrowing  upon a
downgrading of the Liquidity Provider's  short-term unsecured debt rating issued
by either Rating Agency below the applicable  Threshold  Rating (as provided for
in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity
Facility to replace this Agreement shall have been  previously  delivered to the
Borrower in accordance  with said Section  3.6(c),  by delivery to the Liquidity
Provider of a written and  completed  Notice of Borrowing in  substantially  the
form of Annex III  attached  hereto,  signed  by a  Responsible  Officer  of the
Borrower,  in an amount equal to the Maximum Available  Commitment at such time,
and shall be used to fund the West LB Sub-Account of the Class C Cash Collateral
Account  in  accordance  with said  Section  3.6(c)  and  Section  3.6(f) of the
Intercreditor Agreement.

         (d) A Final  Advance  shall  be made in a  single  Borrowing  upon  the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund  the  West LB  Sub-Account  of the  Class  C Cash  Collateral  Account  (in
accordance  with  Section  3.6(i) of the  Intercreditor  Agreement)  and Section
3.6(f)  of the  Intercreditor  Agreement.


<PAGE>


         (e) Each  Borrowing  shall be made on notice in  writing  (a "NOTICE OF
BORROWING")  in  substantially  the form required by Section  2.02(a),  2.02(b),
2.02(c) or 2.02(d),  as the case may be, given by the Borrower to the  Liquidity
Provider.  If a Notice of  Borrowing  is delivered by the Borrower in respect of
any  Borrowing no later than 12:00 Noon (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S.  dollars and immediately  available  funds,  before 12:00 Noon
(New York City time) on the first Business Day next following the day of receipt
of such Notice of  Borrowing  or on such later  Business  Day  specified in such
Notice of  Borrowing.  If a Notice of  Borrowing is delivered by the Borrower in
respect  of any  Borrowing  after  12:00 Noon (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the second  Business Day next  following  the
day of  receipt  of such  Notice of  Borrowing  or on such  later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of Borrowing shall be irrevocable and binding on the Borrower.

         (f) Upon the making of any  Advance  requested  pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other  Person.  Following  the making of any
Advance  pursuant  to  Section  2.02(b),  (c) or (d)  hereof to fund the West LB
Sub-Account of the Class C Cash Collateral Account, the Liquidity Provider shall
have no  interest  in or  rights  to the Class C Cash  Collateral  Account,  any
Sub-Account  thereof,  such  Advance or any other  amounts  from time to time on
deposit  in the Class C Cash  Collateral  Account  or any  Sub-Account  thereof;
PROVIDED that the foregoing  shall not affect or impair the  obligations  of the
Subordination Agent to make the distributions  contemplated by Section 3.6(e) or
(f) of the  Intercreditor  Agreement.  By paying  to the  Borrower  proceeds  of
Advances  requested by the Borrower in  accordance  with the  provisions of this
Agreement,  the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

         Section  2.03.  FEES.  The  Borrower  agrees  to pay  to the  Liquidity
Provider the fees set forth in the West LB Fee Letter.


<PAGE>


         Section 2.04.  REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT.  (A)
AUTOMATIC  REDUCTION.  Promptly following each date on which the Required Amount
is  reduced  as a result  of a  reduction  in the Pool  Balance  of the  Class C
Certificates or otherwise, the Maximum Commitment shall automatically be reduced
to an amount  equal to the Stated  Portion of such reduced  Required  Amount (as
calculated  by the  Borrower).  The  Borrower  shall  give  notice  of any  such
automatic  reduction of the Maximum  Commitment to the Liquidity Provider within
two  Business  Days  thereof.  The  failure by the  Borrower to furnish any such
notice shall not affect such automatic reduction of the Maximum Commitment.

         (b)  TERMINATION.  Upon the  making of any  Provider  Advance  or Final
Advance  hereunder or the occurrence of the Termination  Date, the obligation of
the Liquidity  Provider to make further Advances  hereunder shall  automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

         Section  2.05.  REPAYMENTS OF INTEREST  ADVANCES OR THE FINAL  ADVANCE.
Subject to Sections  2.06,  2.07 and 2.09 hereof,  the Borrower  hereby  agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid,  to the  Liquidity  Provider  on each  date on which  the  Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance,  until repaid,  is referred to
herein as an "UNPAID  ADVANCE"),  plus (b)  interest  on the amount of each such
Unpaid  Advance as provided in Section  3.07  hereof;  PROVIDED  that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest  Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded  Facility
or Non-Extended  Facility at any time when  unreimbursed  Interest Advances have
reduced the Maximum  Available  Commitment to zero, then such Interest  Advances
shall  cease to  constitute  Unpaid  Advances  and  shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied  Non-Extension  Advance,
as the case may be,  for all  purposes  of this  Agreement  (including,  without
limitation,  for the  purpose  of  determining  when such  Interest  Advance  is
required to be repaid to the Liquidity  Provider in accordance with Section 2.06
and for the  purposes  of  Section  2.06(b)).  The  Borrower  and the  Liquidity
Provider  agree that the  repayment in full of each  Interest  Advance and Final
Advance on the date such  Advance is made is  intended  to be a  contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

         Section 2.06.  REPAYMENTS OF PROVIDER  ADVANCES.  (a) Amounts  advanced
hereunder  in respect of a Provider  Advance  shall be  deposited in the West LB
Sub-Account of the Class C Cash Collateral Account,  invested and withdrawn from
the West LB Sub-Account of the Class C Cash  Collateral  Account as set forth in
Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees


<PAGE>


to pay to the Liquidity Provider,  on each Regular Distribution Date, commencing
on the first Regular  Distribution  Date after the making of a Provider Advance,
interest on the  principal  amount of any such  Provider  Advance as provided in
Section 3.07; PROVIDED,  HOWEVER,  that amounts in respect of a Provider Advance
withdrawn from the West LB Sub-Account  of the Class C Cash  Collateral  Account
for the purpose of paying  interest on the Class C  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the  withdrawal of any amounts from the West LB Sub-Account of
the Class C Cash  Collateral  Account on account of a reduction  in the Required
Amount,  the  Borrower  shall repay to the  Liquidity  Provider a portion of the
Provider  Advances in a  principal  amount  equal to the Stated  Portion of such
reduction,  plus interest on the principal amount prepaid as provided in Section
3.07 hereof.

         (b) At any  time  when an  Applied  Provider  Advance  (or any  portion
thereof)  is  outstanding,  upon the deposit in the West LB  Sub-Account  of the
Class C Cash  Collateral  Account of any amount  pursuant  to clause  "THIRD" of
Section 2.4(b) of the Intercreditor Agreement,  clause "THIRD" of Section 3.2 of
the   Intercreditor   Agreement  or  clause  "FOURTH"  of  Section  3.3  of  the
Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the
purpose of  replenishing  or  increasing  the  balance  thereof up to the Stated
Portion of the  Required  Amount at such  time,  (i) the  aggregate  outstanding
principal  amount of all Applied  Provider  Advances  (and of Provider  Advances
treated as an  Interest  Advance  for  purposes of  determining  the  Applicable
Liquidity Rate for interest payable  thereon) shall be automatically  reduced by
the  amount of such  Replenishment  Amount  and (ii) the  aggregate  outstanding
principal  amount of all  Unapplied  Provider  Advances  shall be  automatically
increased by the amount of such Replenishment Amount.

         (c)  Upon  the  provision  of  a  Replacement   Liquidity  Facility  in
replacement  of  this  Agreement  in  accordance  with  Section  3.6(e)  of  the
Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account
of the Class C Cash  Collateral  Account  after  giving  effect  to any  Applied
Provider  Advance on the date of such  replacement  shall be  reimbursed  to the
Liquidity  Provider,  but only to the extent such amounts are necessary to repay
in full to the Liquidity Provider all amounts owing to it hereunder.


<PAGE>


         Section   2.07.   PAYMENTS  TO  THE   LIQUIDITY   PROVIDER   UNDER  THE
INTERCREDITOR  AGREEMENT.  In order to provide for payment or  repayment  to the
Liquidity  Provider  of  any  amounts  hereunder,  the  Intercreditor  Agreement
provides  that amounts  available  and referred to in Articles II and III of the
Intercreditor  Agreement,  to  the  extent  payable  to the  Liquidity  Provider
pursuant  to  the  terms  of the  Intercreditor  Agreement  (including,  without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof.  Amounts so paid to the
Liquidity  Provider  shall be applied by the  Liquidity  Provider  to  Liquidity
Obligations then due and payable in accordance with the Intercreditor  Agreement
or, if not provided for in the Intercreditor  Agreement,  then in such manner as
the Liquidity Provider shall deem appropriate.

         Section 2.08.  BOOK ENTRIES.  The Liquidity  Provider shall maintain in
accordance  with its usual  practice  an  account  or  accounts  evidencing  the
indebtedness of the Borrower  resulting from Advances made from time to time and
the amounts of principal  and interest  payable  hereunder and paid from time to
time in respect thereof;  PROVIDED,  HOWEVER,  that the failure by the Liquidity
Provider to maintain such account or accounts  shall not affect the  obligations
of the Borrower in respect of Advances.

         Section 2.09.  PAYMENTS FROM  AVAILABLE  FUNDS ONLY. All payments to be
made by the  Borrower  under this  Agreement  shall be made only from the Stated
Portion of amounts  that  constitute  Scheduled  Payments,  Special  Payments or
payments  under  Section  8.1 or 9.1,  as the case may be, of the  Participation
Agreements  and Section 6 of the Note Purchase  Agreement and only to the extent
that the Borrower shall have sufficient  income or proceeds  therefrom to enable
the Borrower to make payments in  accordance  with the terms hereof after giving
effect to the  priority of payments  provisions  set forth in the  Intercreditor
Agreement.  The  Liquidity  Provider  agrees  that it will  look  solely to such
amounts  to the extent  available  for  distribution  to it as  provided  in the
Intercreditor  Agreement  and  this  Agreement  and that  the  Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the West LB  Sub-Account  of the  Class C Cash  Collateral  Account  shall be
available  to the Borrower to make  payments  under this  Agreement  only to the
extent and for the  purposes  expressly  contemplated  in Section  3.6(f) of the
Intercreditor Agreement.  Amounts on deposit in the other Sub-Account in respect
of the Class C  Certificates  shall not be available to make payments under this
Agreement.

         Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION  ADVANCE. No
earlier  than  the 60th  day and no  later  than the 40th day  prior to the then
effective  Expiry Date  (unless such Expiry Date is on or after the date that is
15 days  after  the  Final  Maturity  Date for the  Class C  Certificates),  the
Borrower shall request that the Liquidity  Provider extend the Expiry Date for a
period of 364 days after the then effective  Expiry Date (unless the obligations
of the Liquidity  Provider are earlier  terminated in accordance  with the terms


<PAGE>


hereof).  The Liquidity  Provider shall advise the Borrower,  no earlier than 40
days and no later than 25 days prior to the then effective Expiry Date, whether,
in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the 25th day prior to the Expiry Date
then in effect  that such  Expiry  Date  shall not be so  extended,  or fails to
irrevocably  and  unconditionally  advise the Borrower on or before the 25th day
prior to the  Expiry  Date then in  effect  that such  Expiry  Date  shall be so
extended  (and,  in each case,  if the  Liquidity  Provider  shall not have been
replaced in accordance with Section 3.6(e) of the Intercreditor Agreement),  the
Borrower  shall be  entitled  on and after  such 25th day (but prior to the then
effective  Expiry Date) to request a  Non-Extension  Advance in accordance  with
Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

         Section 3.01.  INCREASED COSTS. The Borrower shall pay to the Liquidity
Provider  from time to time such amounts as may be necessary to  compensate  the
Liquidity  Provider for any increased  costs incurred by the Liquidity  Provider
which are attributable to its making or maintaining any LIBOR Advances hereunder
or its obligation to make any such Advances  hereunder,  or any reduction in any
amount  receivable  by  the  Liquidity  Provider  under  this  Agreement  or the
Intercreditor Agreement in respect of any such Advances or such obligation (such
increases in costs and  reductions  in amounts  receivable  being herein  called
"ADDITIONAL COSTS"),  resulting from any change after the date of this Agreement
in U.S. federal,  state,  municipal,  or foreign laws or regulations  (including
Regulation D of the Board of Governors of the Federal  Reserve  System),  or the
adoption  or making  after the date of this  Agreement  of any  interpretations,
directives, or requirements applying to a class of banks including the Liquidity
Provider  under any U.S.  federal,  state,  municipal,  or any  foreign  laws or
regulations  (whether or not having the force of law) by any court, central bank
or monetary authority charged with the interpretation or administration  thereof
(a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts
payable to the Liquidity  Provider  under this  Agreement in respect of any such
Advances  (other than Excluded  Taxes);  or (2) imposes or modifies any reserve,
special  deposit,  compulsory  loan  or  similar  requirements  relating  to any
extensions of credit or other assets of, or any deposits with other  liabilities
of, the Liquidity Provider (including any such Advances or any deposits referred
to in the  definition  of LIBOR  Rate or  related  definitions).  The  Liquidity
Provider agrees to use reasonable efforts  (consistent with applicable legal and
regulatory  restrictions)  to change the  jurisdiction  of its Lending Office if
making such change would avoid the need for, or reduce the amount of, any amount
payable  under this  Section  that may  thereafter  accrue and would not, in the
reasonable judgment of the Liquidity Provider,  be otherwise  disadvantageous to
the Liquidity Provider.


<PAGE>


         The Liquidity  Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.01 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this Section 3.01 of the effect of any Regulatory  Change on its costs of making
or maintaining  Advances or on amounts  receivable by it in respect of Advances,
and of the additional  amounts required to compensate the Liquidity  Provider in
respect of any  Additional  Costs,  shall be prima facie  evidence of the amount
owed under this Section.

         Section 3.02.  CAPITAL  ADEQUACY.  If (1) the adoption,  after the date
hereof, of any applicable governmental law, rule or regulation regarding capital
adequacy,  (2) any  change,  after the date  hereof,  in the  interpretation  or
administration  of any such law, rule or regulation by any central bank or other
governmental authority charged with the interpretation or administration thereof
or (3) compliance by the Liquidity  Provider or any corporation  controlling the
Liquidity  Provider  with  any  applicable   guideline  or  request  of  general
applicability,  issued  after  the date  hereof,  by any  central  bank or other
governmental authority (whether or not having the force of law) that constitutes
a change of the nature  described  in clause (2), has the effect of requiring an
increase in the amount of capital  required to be  maintained  by the  Liquidity
Provider  or any  corporation  controlling  the  Liquidity  Provider,  and  such
increase is based upon the Liquidity Provider's  obligations hereunder and other
similar obligations,  the Borrower shall pay to the Liquidity Provider from time
to time such  additional  amount or amounts as are necessary to  compensate  the
Liquidity  Provider  for such  portion of such  increase as shall be  reasonably
allocable to the Liquidity Provider's obligations to the Borrower hereunder. The
Liquidity Provider agrees to use reasonable efforts  (consistent with applicable
legal and regulatory  restrictions)  to change the  jurisdiction  of its Lending
Office if making such change  would avoid the need for, or reduce the amount of,
any amount payable under this Section that may thereafter  accrue and would not,
in the reasonable  judgment of the Liquidity Provider,  be otherwise  materially
disadvantageous to the Liquidity Provider.

         The Liquidity  Provider will notify the Borrower of any event occurring
after the date of this  Agreement  that will entitle the  Liquidity  Provider to
compensation  pursuant to this Section 3.02 as promptly as practicable  after it
obtains  knowledge  thereof and determines to request such  compensation,  which
notice shall describe in reasonable  detail the  calculation of the amounts owed
under this Section.  Determinations  by the  Liquidity  Provider for purposes of
this  Section  3.02 of the  effect of any  increase  in the  amount  of  capital
required  to be  maintained  by the  bank  and of the  amount  allocable  to the
Liquidity Provider's  obligations to the Borrower hereunder shall be prima facie
evidence of the amounts owed under this Section.




<PAGE>


         Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the
Borrower  under  this  Agreement  shall be made free and clear of,  and  without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "Non-Excluded  Taxes" and,
individually,  as a "NON-EXCLUDED  TAX"). If any Non-Excluded Taxes are required
to be withheld  from any amounts  payable to the Liquidity  Provider  under this
Agreement,  the amounts so payable to the Liquidity  Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded  Taxes)  interest  or any other  such  amounts  payable  under this
Agreement  at the  rates or in the  amounts  specified  in this  Agreement.  The
Liquidity  Provider  agrees  to use  reasonable  efforts  (consistent  with  its
internal   policy  and  legal  and  regulatory   restrictions)   to  change  the
jurisdiction  of its Lending  Office if making such change  would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower two  original  Internal  Revenue  Service  Forms 1001 or 4224,  as
appropriate,  or any successor or other form prescribed by the Internal  Revenue
Service,  certifying that the Liquidity Provider is exempt from or entitled to a
reduced  rate of United  States  withholding  tax on  payments  pursuant to this
Agreement.

         (b) All payments (including, without limitation,  Advances) made by the
Liquidity  Provider  under this  Agreement  shall be made free and clear of, and
without  reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted  from any  amounts  payable to the  Borrower  under this
Agreement,  the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate  governmental  or taxing  authority the
full  amount of any such  Taxes  (and any  additional  Taxes in  respect  of the
payment  required  under clause (ii) hereof) and make such reports or returns in
connection  therewith  at the  time or times  and in the  manner  prescribed  by
applicable  law, and (ii) pay to the Borrower an additional  amount which (after
deduction  of all such Taxes) will be  sufficient  to yield to the  Borrower the
full amount  which would have been  received  by it had no such  withholding  or
deduction  been made.  Within 30 days after the date of each payment  hereunder,
the Liquidity Provider shall furnish to the Borrower the original or a certified
copy of (or other  documentary  evidence of) the payment of the Taxes applicable
to such payment.

         Section  3.04.  PAYMENTS.  The Borrower  shall make or cause to be made
each payment to the Liquidity  Provider  under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due.  The  Borrower  shall make all such  payments in
lawful  money of the United  States of  America,  to the  Liquidity  Provider in


<PAGE>


immediately  available  funds, by wire transfer to The Chase Manhattan Bank, New
York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale,
New York  branch,  Account  No.  920-1-060663,  Account  Reference:  Continental
Airlines Liquidity Facility C 1997-4.

         Section 3.05.  COMPUTATIONS.  All computations of interest based on the
Base Rate  shall be made on the basis of a year of 365 or 366 days,  as the case
may be, and all  computations  of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days,  in each case for the actual  number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

         Section 3.06. PAYMENT ON NON-BUSINESS DAYS.  Whenever any payment to be
made  hereunder  shall be stated to be due on a day other than a  Business  Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so
deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

         Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall
pay, or shall cause to be paid, without duplication,  interest on (i) the unpaid
principal  amount of each  Advance from and  including  the date of such Advance
(or, in the case of an Applied Provider Advance,  from and including the date on
which the amount thereof was withdrawn from the West LB Sub-Account of the Class
C Cash Collateral  Account to pay interest on the Class C  Certificates)  to but
excluding the date such principal  amount shall be paid in full (or, in the case
of an Applied  Provider  Advance,  the date on which the Class C Cash Collateral
Account is fully  replenished  in respect  of such  Advance)  and (ii) any other
amount due hereunder (whether fees,  commissions,  expenses or other amounts or,
to the extent permitted by law, installments of interest on Advances or any such
other  amount)  which is not paid  when due  (whether  at  stated  maturity,  by
acceleration  or  otherwise)  from and  including  the due date  thereof  to but
excluding  the  date  such  amount  is paid in full,  in each  such  case,  at a
fluctuating  interest  rate  per  annum  for each  day  equal to the  Applicable
Liquidity  Rate (as defined  below) for such  Advance or such other amount as in
effect  for such  day,  but in no event at a rate  per  annum  greater  than the
maximum rate permitted by applicable  law;  PROVIDED,  HOWEVER,  that, if at any
time the  otherwise  applicable  interest rate as set forth in this Section 3.07
shall exceed the maximum rate  permitted by applicable  law, then any subsequent
reduction  in such  interest  rate will not reduce the rate of interest  payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest  accrued  equals the amount of interest  that
would have accrued if such  otherwise  applicable  interest rate as set forth in
this Section 3.07 had at all times been in effect.


<PAGE>


         (b) Except as provided in clause (e) below, each Advance will be either
a Base Rate Advance or a LIBOR  Advance as provided in this  Section.  Each such
Advance  will  be a Base  Rate  Advance  for the  period  from  the  date of its
borrowing to (but  excluding)  the third  Business Day  following  the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR  Advance;  provided that the Borrower (at the direction
of  the  Controlling  Party,  so  long  as the  Liquidity  Provider  is not  the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an  Interest  Period for such  Advance  by giving the  Liquidity
Provider no less than four Business  Days' prior written notice of such election
or (y)  elect to  maintain  the Final  Advance  as a Base  Rate  Advance  by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing.

         (c) Each LIBOR Advance shall bear interest  during each Interest Period
at a rate per annum  equal to the LIBOR Rate for such  Interest  Period plus the
Applicable Margin for such LIBOR Advance,  payable in arrears on the last day of
such Interest Period and, in the event of the payment of principal of such LIBOR
Advance on a day other than such last day,  on the date of such  payment (to the
extent of interest accrued on the amount of principal repaid).

         (d) Each Base Rate  Advance  shall  bear  interest  at a rate per annum
equal to the Base Rate plus the  Applicable  Margin for such Base Rate  Advance,
payable in arrears on each  Regular  Distribution  Date and, in the event of the
payment  of  principal  of such Base Rate  Advance on a day other than a Regular
Distribution  Date,  on the date of such  payment  (to the  extent  of  interest
accrued on the amount of principal repaid).

         (e) Each  Unapplied  Downgrade  Advance  (i) during the period from and
including the date of the making of such Unapplied Downgrade Advance through but
excluding the Expiry Date (or, if earlier,  the date of repayment  thereof or of
conversion thereof into a Final Advance), shall bear interest in an amount equal
to the  Investment  Earnings on amounts on deposit in the West LB Sub-Account of
the  Class C Cash  Collateral  Account  for such  period  plus  .325%  per annum
(through and including the first  anniversary of the date of this  Agreement) or
 .35% (after the first  anniversary of the date of this  Agreement) on the amount
of such  Unapplied  Downgrade  Advance  from time to time  during  such  period,
payable in arrears on each Regular Distribution Date and (ii) thereafter,  shall
be a LIBOR Advance and shall bear interest in accordance with clause (c) above.

         (f) Each amount not paid when due hereunder (whether fees, commissions,
expenses  or other  amounts  or, to the  extent  permitted  by  applicable  law,
installments of interest on Advances but excluding Advances) shall bear interest
at a rate per annum equal to the Base Rate plus 2.00% until paid.


<PAGE>


         (g) Each change in the Base Rate shall  become  effective  immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE".

         Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to
the  successor  Borrower's  meeting the  eligibility  requirements  set forth in
Section  6.9 of the  Intercreditor  Agreement  applicable  to the  Subordination
Agent,  upon the  effective  date and time  specified in a written and completed
Notice of Replacement  Subordination Agent in substantially the form of Annex VI
attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the
Liquidity  Provider by the then  Borrower,  the  successor  Borrower  designated
therein shall be substituted for as the Borrower for all purposes hereunder.

         Section 3.09. FUNDING LOSS  INDEMNIFICATION.  The Borrower shall pay to
the Liquidity Provider,  upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient  (in the  reasonable  opinion of the Liquidity
Provider) to compensate it for any loss,  cost, or expense incurred by reason of
the  liquidation  or  redeployment  of deposits  or other funds  acquired by the
Liquidity  Provider to fund or maintain any LIBOR Advance (but excluding loss of
anticipated profits) incurred as a result of:

          (1) Any repayment of a LIBOR Advance on a date other than the last day
     of the Interest Period for such Advance; or

          (2) Any failure by the Borrower to borrow a LIBOR  Advance on the date
     for borrowing specified in the relevant notice under Section 2.02.

         Section 3.10.  ILLEGALITY.  Notwithstanding any other provision in this
Agreement,  if any change in any  applicable  law,  rule or  regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental
authority,  central bank or comparable agency charged with the interpretation or
administration  thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or  directive  (whether or not having the force of law)
of any such authority,  central bank or comparable agency shall make it unlawful
or impossible for the Liquidity  Provider (or its Lending Office) to maintain or
fund its LIBOR  Advances,  then upon  notice to the  Borrower  by the  Liquidity
Provider,  the  outstanding  principal  amount  of the LIBOR  Advances  shall be
converted to Base Rate  Advances (a)  immediately  upon demand of the  Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider,  requires immediate  repayment;  or (b) at the expiration of
the last Interest  Period to expire before the effective date of any such change
or request.


<PAGE>



                                   ARTICLE IV

                              CONDITIONS PRECEDENT

         Section 4.01.  CONDITIONS  PRECEDENT TO  EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this  Agreement  shall  become  effective on and as of the first
date (the  "EFFECTIVE  DATE") on which the following  conditions  precedent have
been satisfied or waived:

          (a) The  Liquidity  Provider  shall  have  received  on or before  the
     Closing  Date  each of the  following,  and in the  case  of each  document
     delivered  pursuant to  paragraphs  (i),  (ii) and (iii),  each in form and
     substance satisfactory to the Liquidity Provider:

               (i) This Agreement duly executed on behalf of the Borrower;

               (ii) The Intercreditor  Agreement duly executed on behalf of each
          of the parties thereto;

               (iii) Fully executed  copies of each of the Operative  Agreements
          executed and  delivered on or before the Closing Date (other than this
          Agreement and the Intercreditor Agreement);

               (iv) A copy of the Prospectus  Supplement and specimen  copies of
          the Class C Certificates;

               (v) An executed copy of each  document,  instrument,  certificate
          and opinion  delivered on or before the Closing  Date  pursuant to the
          Class C Trust  Agreement,  the  Intercreditor  Agreement and the other
          Operative Agreements (in the case of each such opinion, other than the
          opinion of  counsel  for the  Underwriters,  either  addressed  to the
          Liquidity  Provider  or  accompanied  by a  letter  from  the  counsel
          rendering  such opinion to the effect that the  Liquidity  Provider is
          entitled  to  rely  on  such  opinion  as of its  date  as if it  were
          addressed to the Liquidity Provider);

               (vi)  Evidence  that  there  shall have been made and shall be in
          full force and effect, all filings,  recordings and/or  registrations,
          and there  shall have been given or taken any notice or other  similar
          action as may be  reasonably  necessary  or, to the extent  reasonably
          requested by the Liquidity Provider, reasonably advisable, in order to
          establish,   perfect,  protect  and  preserve  the  right,  title  and
          interest,  remedies, powers, privileges,  liens and security interests
          of,  or for  the  benefit  of,  the  Trustees,  the  Borrower  and the


<PAGE>


          Liquidity  Provider created by the Operative  Agreements  executed and
          delivered on or prior to the Closing Date;

               (vii) An  agreement  from  Continental,  pursuant  to  which  (i)
          Continental agrees to provide copies of quarterly financial statements
          and audited annual financial statements to the Liquidity Provider, and
          such other  information  as the Liquidity  Provider  shall  reasonably
          request with respect to the transactions contemplated by the Operative
          Agreements,  in each case,  only to the  extent  that  Continental  is
          obligated to provide such information pursuant to Section 8.2.1 of the
          Leases (related to Leased  Aircraft) or the  corresponding  section of
          the Indentures  (related to Owned Aircraft) to the parties thereto and
          (ii)  Continental  agrees to allow the  Liquidity  Provider to inspect
          Continental's  books and records regarding such  transactions,  and to
          discuss such  transactions with officers and employees of Continental;
          and

               (viii) Such other documents,  instruments, opinions and approvals
          pertaining  to the  transactions  contemplated  hereby or by the other
          Operative  Agreements as the Liquidity  Provider shall have reasonably
          requested.

          (b) The following  statement  shall be true on and as of the Effective
     Date:  no event has  occurred and is  continuing,  or would result from the
     entering  into  of this  Agreement  or the  making  of any  Advance,  which
     constitutes a Liquidity Event of Default.

          (c) The Liquidity  Provider shall have received payment in full of all
     fees  and  other  sums  required  to be paid to or for the  account  of the
     Liquidity Provider on or prior to the Effective Date.

          (d) All conditions precedent to the issuance of the Certificates under
     the Trust  Agreements  shall have been satisfied or waived,  all conditions
     precedent to the effectiveness of the other Liquidity Facilities shall have
     been satisfied or waived,  and all conditions  precedent to the purchase of
     the Certificates by the Underwriters under the Underwriting Agreement shall
     have been satisfied  (unless any of such  conditions  precedent  shall have
     been waived by the Underwriters).

          (e) The Borrower  shall have  received a  certificate,  dated the date
     hereof,  signed  by a  duly  authorized  representative  of  the  Liquidity
     Provider,  certifying that all conditions precedent to the effectiveness of
     Section 2.01 have been satisfied or waived.

         Section 4.02. CONDITIONS PRECEDENT TO BORROWING.  The obligation of the
Liquidity Provider to make an Advance on the occasion of each Borrowing shall be


<PAGE>


subject to the conditions  precedent that the Effective Date shall have occurred
and,  prior to the date of such  Borrowing,  the Borrower shall have delivered a
Notice of Borrowing which conforms to the terms and conditions of this Agreement
and has been  completed as may be required by the relevant form of the Notice of
Borrowing for the type of Advances requested.

                                    ARTICLE V

                                    COVENANTS

         Section 5.01.  AFFIRMATIVE  COVENANTS OF THE  BORROWER.  So long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity  Provider  hereunder,  the Borrower will,  unless the Liquidity
Provider shall otherwise consent in writing:

          (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS.  Punctually pay or cause
     to be paid all  amounts  payable by it under this  Agreement  and the other
     Operative  Agreements and observe and perform in all material  respects the
     conditions,  covenants and requirements  applicable to it contained in this
     Agreement and the other Operative Agreements.

          (b) REPORTING  REQUIREMENTS.  Furnish to the  Liquidity  Provider with
     reasonable promptness,  such other information and data with respect to the
     transactions  contemplated by the Operative Agreements as from time to time
     may be  reasonably  requested  by the  Liquidity  Provider;  and permit the
     Liquidity Provider, upon reasonable notice, to inspect the Borrower's books
     and records with respect to such transactions and to meet with officers and
     employees of the Borrower to discuss such transactions.

          (c) CERTAIN OPERATIVE  AGREEMENTS.  Furnish to the Liquidity  Provider
     with reasonable  promptness,  such Operative  Agreements entered into after
     the date  hereof as from time to time may be  reasonably  requested  by the
     Liquidity Provider.

         Section  5.02.  NEGATIVE  COVENANTS  OF THE  BORROWER.  So  long as any
Advance  shall remain unpaid or the  Liquidity  Provider  shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder,  the Borrower will not appoint or permit or
suffer to be appointed any successor  Borrower without the prior written consent
of the Liquidity Provider,  which consent shall not be unreasonably  withheld or
delayed.


<PAGE>


                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

         Section 6.01.  LIQUIDITY EVENTS OF DEFAULT.  If (a) any Liquidity Event
of Default has occurred  and is  continuing  and (b) there is a Performing  Note
Deficiency,  the  Liquidity  Provider  may,  in its  discretion,  deliver to the
Borrower a  Termination  Notice,  the effect of which shall be to cause (i) this
Agreement  to  expire  on the fifth  Business  Day after the date on which  such
Termination  Notice is received by the  Borrower,  (ii) the Borrower to promptly
request,  and the  Liquidity  Provider  to  promptly  make,  a Final  Advance in
accordance with Section  2.02(d) hereof and Section 3.6(i) of the  Intercreditor
Agreement,  (iii) all other outstanding  Advances to be automatically  converted
into Final  Advances for purposes of determining  the Applicable  Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances  (including,  without limitation,  any Provider Advance and Applied
Provider   Advance),   any  accrued  interest  thereon  and  any  other  amounts
outstanding  hereunder to become  immediately  due and payable to the  Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

         Section 7.01. AMENDMENTS,  ETC. No amendment or waiver of any provision
of this Agreement, nor consent to any departure by the Borrower therefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Liquidity  Provider,  and,  in the case of an  amendment  or of a waiver  by the
Borrower,  the Borrower, and then such waiver or consent shall be effective only
in the specific instance and for the specific purpose for which given.

         Section 7.02.  NOTICES,  ETC.  Except as otherwise  expressly  provided
herein, all notices and other communications  provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

         Borrower:            WILMINGTON TRUST COMPANY
                              Rodney Square North
                              1100 North Market Square
                              Wilmington, DE 19890-0001

                              Attention:  Corporate Trust Administration
                              Telephone:  (302) 651-1000
                              Telecopy:   (302) 651-8882


<PAGE>


         Liquidity Provider:  WESTDEUTSCHE LANDESBANK GIROZENTRALE
                              Asset Based Finance
                              1211 Avenue of the Americas
                              New York, N.Y. 10036

                              Attention:  Brigitte Thieme
                              Telephone:  (212) 852-6111
                              Telecopy:  (212) 921-5947

                              with a copy to:

                              WESTDEUTSCHE LANDESBANK GIROZENTRALE
                              Asset Based Finance
                              1211 Avenue of the Americas
                              New York, N.Y. 10036

                              Attention:  Loan Administration
                              Telephone:  (212) 852-6152
                              Telecopy:  (212) 302-7946

                              ABN AMRO BANK N.V.
                              135 South La Salle Street
                              Chicago, IL 60674

                              Attention:  Loan Operations
                              Telephone:  (312) 904-2836
                              Telecopy:  (312) 606-8428

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity  Provider.  A copy of all
notices  delivered  hereunder  to either party shall in addition be delivered to
each  of the  parties  to  the  Participation  Agreements  at  their  respective
addresses set forth therein.

         Section  7.03.  NO  WAIVER;  REMEDIES.  No  failure  on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement  shall  operate as a waiver  thereof;  nor shall any single or partial
exercise  of any right  under  this  Agreement  preclude  any  other or  further


<PAGE>


exercise  thereof  or the  exercise  of any other  right.  The  remedies  herein
provided are cumulative and not exclusive of any remedies provided by law.

         Section  7.04.  FURTHER  ASSURANCES.  The  Borrower  agrees  to do such
further  acts and things and to execute  and deliver to the  Liquidity  Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider  may  reasonably  require or deem  advisable  to carry into  effect the
purposes  of this  Agreement  and the other  Operative  Agreements  or to better
assure and confirm unto the Liquidity  Provider its rights,  powers and remedies
hereunder and under the other Operative Agreements.

         Section  7.05.  INDEMNIFICATION;  SURVIVAL OF CERTAIN  PROVISIONS.  The
Liquidity  Provider  shall be  indemnified  hereunder  to the  extent and in the
manner described in Section 8.1 or 9.1, as the case may be, of the Participation
Agreements.  In addition, the Borrower agrees to indemnify,  protect, defend and
hold harmless the Liquidity  Provider from, against and in respect of, and shall
pay on demand,  all  Expenses of any kind or nature  whatsoever  (other than any
Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the
West LB Fee Letter (regardless of whether  indemnified  against pursuant to said
Sections or in such West LB Fee  Letter)),  that may be imposed,  incurred by or
asserted  against any Liquidity  Indemnitee,  in any way relating to,  resulting
from, or arising out of or in connection with any action,  suit or proceeding by
any  third  party  against  such  Liquidity  Indemnitee  and  relating  to  this
Agreement,  the West LB Fee Letter, the Intercreditor Agreement or any Financing
Agreement;  PROVIDED,  HOWEVER,  that the  Borrower  shall  not be  required  to
indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect
of any Expense of such  Liquidity  Indemnitee  to the extent such Expense is (i)
attributable  to the gross  negligence or willful  misconduct of such  Liquidity
Indemnitee or any other Liquidity Indemnitee,  (ii) ordinary and usual operating
overhead  expense,  or  (iii)  attributable  to the  failure  by such  Liquidity
Indemnitee  or  any  other  Liquidity  Indemnitee  to  perform  or  observe  any
agreement, covenant or condition on its part to be performed or observed in this
Agreement,  the Intercreditor  Agreement, the West LB Fee Letter, the Tax Letter
or any  other  Operative  Agreement  to  which it is a  party.  The  indemnities
contained  in  Section  8.1 or 9.1,  as the  case may be,  of the  Participation
Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07
hereof, shall survive the termination of this Agreement.

         Section  7.06.  LIABILITY OF THE  LIQUIDITY  PROVIDER.  (a) Neither the
Liquidity Provider nor any of its officers,  employees,  directors or affiliates
shall  be  liable  or  responsible  for:  (i) the use  which  may be made of the
Advances  or any  acts  or  omissions  of the  Borrower  or any  beneficiary  or
transferee  in  connection   therewith;   (ii)  the  validity,   sufficiency  or
genuineness of documents,  or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid,  insufficient,  fraudulent or
forged;  or (iii) the  making of  Advances  by the  Liquidity  Provider  against
delivery of a Notice of Borrowing and other  documents  which do not comply with


<PAGE>


the terms  hereof;  PROVIDED,  HOWEVER,  that the  Borrower  shall  have a claim
against the Liquidity  Provider,  and the Liquidity  Provider shall be liable to
the Borrower,  to the extent of any damages  suffered by the Borrower which were
the result of (A) the Liquidity  Provider's  willful misconduct or negligence in
determining  whether documents presented hereunder comply with the terms hereof,
or (B)  any  breach  by the  Liquidity  Provider  of any of the  terms  of  this
Agreement,  including,  but not limited to, the Liquidity  Provider's failure to
make lawful  payment  hereunder  after the  delivery to it by the  Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

         (b) Neither the Liquidity Provider nor any of its officers,  employees,
director or affiliates shall be liable or responsible in any respect for (i) any
error, omission, interruption or delay in transmission,  dispatch or delivery of
any message or advice, however transmitted, in connection with this Agreement or
any Notice of Borrowing  delivered  hereunder,  or (ii) any action,  inaction or
omission which may be taken by it in good faith,  absent  willful  misconduct or
negligence  (in which  event the extent of the  Liquidity  Provider's  potential
liability  to the  Borrower  shall be  limited  as set forth in the  immediately
preceding  paragraph),  in  connection  with  this  Agreement  or any  Notice of
Borrowing.

         Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or
cause to be paid (A) on the  Effective  Date and on such  later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class C Cash
Collateral Accounts. In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

         Section 7.08. BINDING EFFECT; PARTICIPATIONS.  (a) This Agreement shall
be binding  upon and inure to the  benefit  of the  Borrower  and the  Liquidity


<PAGE>


Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive interest  payments  hereunder) and under the
other Operative  Agreements to such Persons as the Liquidity Provider may in its
sole discretion select,  subject to the requirements of Section 7.08(b). No such
participation  by the Liquidity  Provider,  however,  will relieve the Liquidity
Provider of its obligations  hereunder.  In connection with any participation or
any  proposed  participation,   the  Liquidity  Provider  may  disclose  to  the
participant or the proposed  participant  any  information  that the Borrower is
required to deliver or to disclose to the  Liquidity  Provider  pursuant to this
Agreement.  The Borrower  acknowledges and agrees that the Liquidity  Provider's
source  of  funds  may  derive  in  part  from  its  participants   (other  than
Continental).  Accordingly, references in this Agreement and the other Operative
Agreements  to  determinations,   reserve  and  capital  adequacy  requirements,
increased costs,  reduced receipts,  additional  amounts due pursuant to Section
3.03(a) and the like as they pertain to the Liquidity  Provider  shall be deemed
also to include those of each of its participants (subject, in each case, to the
maximum amount that would have been incurred by or attributable to the Liquidity
Provider directly if the Liquidity  Provider,  rather than the participant,  had
held the interest participated).

         (b) If, pursuant to subsection (a) above, the Liquidity  Provider sells
any  participation  in this  Agreement  to any bank or  other  entity  (each,  a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 4224 or Form 1001, as appropriate,
or other  applicable  form,  certificate or document  prescribed by the Internal
Revenue Service  certifying,  in each case, such  Transferee's  entitlement to a
complete exemption from United States federal  withholding tax in respect to any
and all payments to be made  hereunder,  and (iii) agree (for the benefit of the
Liquidity  Provider and the Borrower) to provide the Liquidity  Provider and the
Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date
that any such form expires or becomes  obsolete or (B) after the  occurrence  of
any event requiring a change in the most recent form previously  delivered by it
and prior to the  immediately  following due date of any payment by the Borrower
hereunder,  certifying  in the  case  of a Form  1001  or Form  4224  that  such
Transferee  is  entitled to a complete  exemption  from  United  States  federal
withholding  tax on  payments  under this  Agreement.  Unless the  Borrower  has


<PAGE>


received forms or other documents reasonably satisfactory to it (and required by
applicable  law)  indicating  that payments  hereunder are not subject to United
States federal  withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

         (c)  Notwithstanding  the other  provisions of this Section  7.08,  the
Liquidity  Provider  may assign and  pledge all or any  portion of the  Advances
owing  to it to any  Federal  Reserve  Bank or the  United  States  Treasury  as
collateral  security  pursuant to  Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower  to the  Liquidity  Provider  in  accordance  with  the  terms  of this
Agreement shall satisfy the Borrower's  obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

         Section 7.09.  SEVERABILITY.  Any provision of this Agreement  which is
prohibited,  unenforceable  or not authorized in any  jurisdiction  shall, as to
such   jurisdiction,   be  ineffective  to  the  extent  of  such   prohibition,
unenforceability  or   non-authorization   without  invalidating  the  remaining
provisions hereof or affecting the validity,  enforceability or legality of such
provision in any other jurisdiction.

         Section 7.10.  GOVERNING LAW. THIS AGREEMENT  SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

         Section 7.11. SUBMISSION TO JURISDICTION;  WAIVER OF JURY TRIAL; WAIVER
OF  IMMUNITY.   (a)  Each  of  the  parties   hereto  hereby   irrevocably   and
unconditionally:

          (i)  submits  for  itself  and its  property  in any  legal  action or
     proceeding relating to this Agreement or any other Operative Agreement,  or
     for  recognition  and  enforcement  of any  judgment  in respect  hereof or
     thereof,  to the  nonexclusive  general  jurisdiction  of the courts of the
     State of New York,  the  courts of the  United  States of  America  for the
     Southern District of New York, and the appellate courts from any thereof;

          (ii)  consents  that any such action or  proceeding  may be brought in
     such courts,  and waives any objection that it may now or hereafter have to
     the venue of any such action or  proceeding  in any such court or that such
     action or proceeding was brought in an inconvenient court and agrees not to
     plead or claim the same;

          (iii) agrees that service of process in any such action or  proceeding
     may be effected by mailing a copy thereof by registered  or certified  mail
     (or any  substantially  similar form and mail),  postage  prepaid,  to each


<PAGE>


     party hereto at its address set forth in Section  7.02  hereof,  or at such
     other  address of which the  Liquidity  Provider  shall have been  notified
     pursuant thereto; and

          (iv)  agrees  that  nothing  herein  shall  affect the right to effect
     service of process in any other manner  permitted by law or shall limit the
     right to sue in any other jurisdiction.

         (b) THE BORROWER AND THE LIQUIDITY  PROVIDER EACH HEREBY AGREE TO WAIVE
THEIR  RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED
UPON OR ARISING OUT OF THIS  AGREEMENT OR ANY DEALINGS  BETWEEN THEM RELATING TO
THE  SUBJECT  MATTER  OF THIS  AGREEMENT  AND  THE  RELATIONSHIP  THAT IS  BEING
ESTABLISHED, including, without limitation, contract claims, tort claims, breach
of duty claims and all other common law and statutory  claims.  The Borrower and
the  Liquidity  Provider  each warrant and  represent  that it has reviewed this
waiver with its legal counsel,  and that it knowingly and voluntarily waives its
jury trial rights following consultation with such legal counsel. THIS WAIVER IS
IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT.

         (c) The Liquidity  Provider hereby waives any immunity it may have from
the  jurisdiction  of the courts of the United States or of any State and waives
any immunity any of its  properties  located in the United  States may have from
attachment  or  execution  upon a judgment  entered by any such court  under the
United States Foreign Sovereign  Immunities Act of 1976 or any similar successor
legislation.

         Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any  number of  counterparts  and by  different  parties  hereto on  separate
counterparts,  each of which counterparts, when so executed and delivered, shall
be deemed to be an original and all of which counterparts, taken together, shall
constitute but one and the same Agreement.

         Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and
the other  Operative  Agreements  to which  the  Liquidity  Provider  is a party
constitute  the entire  agreement  of the  parties  hereto  with  respect to the
subject matter hereof and supersedes all prior  understandings and agreements of
such parties.

         Section 7.14. HEADINGS. Section headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.


<PAGE>


         Section 7.15. TRANSFER.  The Liquidity Provider hereby acknowledges and
consents  to  the  Transfer   contemplated  by  the  Assignment  and  Assumption
Agreement.

         Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES.  EXCEPT
AS EXPRESSLY  SET FORTH IN THIS  AGREEMENT,  THE  OBLIGATIONS  OF THE  LIQUIDITY
PROVIDER  TO MAKE  ADVANCES  HEREUNDER,  AND THE  BORROWER's  RIGHTS TO  DELIVER
NOTICES OF  BORROWING  REQUESTING  THE MAKING OF  ADVANCES  HEREUNDER,  SHALL BE
UNCONDITIONAL  AND  IRREVOCABLE,  AND SHALL BE PAID OR  PERFORMED,  IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.



<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date first set forth above.

                                        WILMINGTON TRUST COMPANY,
                                           not in  its  individual  capacity but
                                           solely  as  Subordination  Agent,  as
                                           agent  and  trustee  for  the Class C
                                           Trust, as Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:


                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                           as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:



<PAGE>


                                                                      Annex I to
                                                      Revolving Credit Agreement


                      INTEREST ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4C) dated as of October 23, 1997,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of an Interest  Advance by the  Liquidity  Provider to be used,  subject to
     clause (3)(v) below,  for the payment of the Stated Portion of the interest
     on the Class C Certificates  which was payable on  ____________,  ____ (the
     "DISTRIBUTION  DATE") in  accordance  with the terms and  provisions of the
     Class C Trust  Agreement  and the Class C  Certificates,  which  Advance is
     requested to be made on ____________, ____.

          (3)  The  amount  of the  Interest  Advance  requested  hereby  (i) is
     $_______________.__,  to be applied in respect of the payment of the Stated
     Portion  of  the  interest  which  was  due  and  payable  on the  Class  C
     Certificates  on the  Distribution  Date,  (ii) does not include any amount
     with  respect to the  payment of  principal  of, or premium on, the Class A
     Certificates,  the Class B  Certificates  or the Class C  Certificates,  or
     interest on the Class A Certificates or the Class B Certificates, (iii) was
     computed in accordance with the provisions of the Class C Certificates, the
     Class C Trust  Agreement and the  Intercreditor  Agreement (a copy of which
     computation  is attached  hereto as  Schedule  I), (iv) does not exceed the
     Maximum Available  Commitment on the date hereof,  (v) does not include any
     amount of interest which was due and payable on the Class C Certificates on
     such  Distribution  Date but which remains unpaid due to the failure of the
     Depositary  to pay any amount of accrued  interest on the  Certificates  of
     Deposit  on such  Distribution  Date  and  (vi) has not been and is not the
     subject of a prior or contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested  hereby,  (a) the Borrower will apply the same in accordance with
     the terms of Section 3.6(b) of the Intercreditor  Agreement, (b) no portion



<PAGE>


     of such amount shall be applied by the  Borrower for any other  purpose and
     (c) no portion of such amount  until so applied  shall be  commingled  with
     other funds held by the Borrower.

         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance
with the terms of the Liquidity  Agreement,  the Maximum Available Commitment by
an amount  equal to the  amount of the  Interest  Advance  requested  to be made
hereby as set forth in clause (i) of paragraph (3) of this  Certificate and such
reduction shall automatically result in corresponding  reductions in the amounts
available to be borrowed pursuant to a subsequent Advance.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     


<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

[Insert Copy of  Computations  in  accordance  with Interest  Advance  Notice of
Borrowing]




<PAGE>


                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4C) dated as of October 23, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Non-Extension  Advance by the Liquidity  Provider to be used for the
     funding of the West LB Sub-Account of the Class C Cash  Collateral  Account
     in accordance  with Section 3.6(d) of the  Intercreditor  Agreement,  which
     Advance is requested to be made on __________, ____.

          (3) The amount of the  Non-Extension  Advance  requested hereby (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class C Cash  Collateral  Account  in  accordance  with
     Section 3.6(d) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class C Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  B  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class C  Certificates,  the Class C
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(d) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate  Advance and that such Base Rate  Advance be  converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.



<PAGE>


         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the  Non-Extension  Advance as  requested  by this
Notice of Borrowing shall automatically and irrevocably terminate the obligation
of  the  Liquidity  Provider  to  make  further  Advances  under  the  Liquidity
Agreement;  and (B)  following  the  making  by the  Liquidity  Provider  of the
Non-Extension Advance requested by this Notice of Borrowing,  the Borrower shall
not be entitled to request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     


<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

[Insert Copy of computations in accordance with Non-Extension  Advance Notice of
Borrowing]



<PAGE>


                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
subordination   agent  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE
LANDESBANK  GIROZENTRALE  (the  "LIQUIDITY  PROVIDER"),  with  reference  to the
Revolving Credit Agreement  (1997-4C) dated as of October 23, 1997,  between the
Borrower  and the  Liquidity  Provider  (the  "LIQUIDITY  AGREEMENT";  the terms
defined  therein and not otherwise  defined  herein being used herein as therein
defined or referenced), that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the  Downgrade  Advance  by the  Liquidity  Provider  to be used for the
     funding of the West LB Sub-Account of the Class C Cash  Collateral  Account
     in accordance with Section 3.6(c) of the Intercreditor  Agreement by reason
     of the downgrading of the short-term unsecured debt rating of the Liquidity
     Provider issued by either Rating Agency below the Threshold  Rating,  which
     Advance is requested to be made on __________, ____.

          (3) The  amount  of the  Downgrade  Advance  requested  hereby  (i) is
     $_______________.__,  which equals the Maximum Available  Commitment on the
     date  hereof and is to be applied in respect of the  funding of the West LB
     Sub-Account  of the Class C Cash  Collateral  Account  in  accordance  with
     Section 3.6(c) of the  Intercreditor  Agreement,  (ii) does not include any
     amount with respect to the payment of the  principal of, or premium on, the
     Class C Certificates, or principal of, or interest or premium on, the Class
     A  Certificates  or  the  Class  B  Certificates,  (iii)  was  computed  in
     accordance  with the  provisions of the Class C  Certificates,  the Class C
     Trust  Agreement  and  the   Intercreditor   Agreement  (a  copy  of  which
     computation is attached hereto as Schedule I), and (iv) has not been and is
     not the subject of a prior or contemporaneous Notice of Borrowing under the
     Liquidity Agreement.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(c) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.

         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice


<PAGE>


of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following the making by the  Liquidity  Provider of the  Downgrade  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     


<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

[Insert Copy of  computations  in accordance  with  Downgrade  Advance Notice of
Borrowing]




<PAGE>


                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

         The  undersigned,  a  duly  authorized  signatory  of  the  undersigned
borrower  (the   "BORROWER"),   hereby  certifies  to  WESTDEUTSCHE   LANDESBANK
GIROZENTRALE (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1997-4C) dated as of October 23, 1997,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

          (1) The Borrower is the  Subordination  Agent under the  Intercreditor
     Agreement.

          (2) The Borrower is delivering this Notice of Borrowing for the making
     of the Final Advance by the  Liquidity  Provider to be used for the funding
     of the  West LB  Sub-Account  of the  Class C Cash  Collateral  Account  in
     accordance with Section 3.6(i) of the Intercreditor  Agreement by reason of
     the receipt by the  Borrower  of a  Termination  Notice from the  Liquidity
     Provider  with  respect  to  the  Liquidity  Agreement,  which  Advance  is
     requested to be made on ____________, ____.

          (3)  The  amount  of  the  Final  Advance   requested  hereby  (i)  is
     $_________________.__, which equals the Maximum Available Commitment on the
     date  hereof and is to be applied in respect of the  funding of the Class C
     Cash   Collateral   Account  in  accordance  with  Section  3.6(i)  of  the
     Intercreditor  Agreement,  (ii) does not include any amount with respect to
     the payment of principal  of, or premium on, the Class C  Certificates,  or
     principal  of, or interest or premium on, the Class A  Certificates  or the
     Class B Certificates,  (iii) was computed in accordance with the provisions
     of  the  Class  C  Certificates,  the  Class  C  Trust  Agreement  and  the
     Intercreditor  Agreement (a copy of which computation is attached hereto as
     Schedule  I),  and (iv) has not been and is not the  subject  of a prior or
     contemporaneous Notice of Borrowing.

          (4)  Upon  receipt  by or on  behalf  of the  Borrower  of the  amount
     requested hereby,  (a) the Borrower will deposit such amount in the West LB
     Sub-Account  of the Class C Cash  Collateral  Account and apply the same in
     accordance with the terms of Section 3.6(i) of the Intercreditor Agreement,
     (b) no portion of such  amount  shall be  applied by the  Borrower  for any
     other  purpose and (c) no portion of such amount until so applied  shall be
     commingled with other funds held by the Borrower.



<PAGE>


          (5) The Borrower hereby requests that the Advance  requested hereby be
     a Base Rate Advance  [and that such Base Rate  Advance be converted  into a
     LIBOR  Advance on the third  Business  Day  following  your receipt of this
     notice.]<F1>

         The  Borrower  hereby  acknowledges  that,  pursuant  to the  Liquidity
Agreement,  (A) the making of the Final  Advance as  requested by this Notice of
Borrowing shall  automatically  and irrevocably  terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity  Agreement;  and
(B)  following  the  making  by the  Liquidity  Provider  of the  Final  Advance
requested by this Notice of  Borrowing,  the  Borrower  shall not be entitled to
request any further Advances under the Liquidity Agreement.

         IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice
of Borrowing as of the ____ day of _________, ____.


                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     










___________________

<F1>  Bracketed language may be included at Borrower's option.





<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

[Insert  Copy of  Computations  in  accordance  with  Final  Advance  Notice  of
Borrowing]




<PAGE>


                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                                      [Date]

Wilmington Trust Company,
  as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration

     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4C-[O/S],  as Borrower,  and
     WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement")


Ladies and Gentlemen:

         You are hereby  notified that pursuant to Section 6.01 of the Liquidity
Agreement,  by reason of the occurrence of a Liquidity  Event of Default and the
existence of a Performing  Note  Deficiency  (each as defined  therein),  we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined  therein) under such  Liquidity  Agreement to terminate on the fifth
Business  Day after the date on which you  receive  this  notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the  Intercreditor  Agreement  (as defined in the  Liquidity  Agreement) as a
consequence of your receipt of this notice.



<PAGE>


         THIS  NOTICE IS THE  "NOTICE  OF  TERMINATION"  PROVIDED  FOR UNDER THE
LIQUIDITY  AGREEMENT.  OUR  OBLIGATIONS  TO MAKE  ADVANCES  UNDER THE  LIQUIDITY
AGREEMENT  WILL  TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                        Very truly yours,

                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                            as Liquidity Provider

                                        By:_____________________________________
                                           Name:
                                           Title:                     

cc: Wilmington Trust Company,
    as Class C Trustee



<PAGE>


                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

     Revolving Credit Agreement dated as of October 23, 1997, between Wilmington
     Trust  Company,  as  Subordination  Agent,  as agent  and  trustee  for the
     Continental Airlines Pass Through Trust,  1997-4C-[O/S],  as Borrower,  and
     WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement")


Ladies and Gentlemen:

         For value received,  the  undersigned  beneficiary  hereby  irrevocably
transfers to:


                         ------------------------------
                              [Name of Transferee]


                         ------------------------------
                             [Address of Transferee]

all rights and  obligations  of the  undersigned as Borrower under the Liquidity
Agreement  referred to above.  The transferee  has succeeded the  undersigned as
Subordination  Agent under the Intercreditor  Agreement referred to in the first
paragraph of the  Liquidity  Agreement,  pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

         By this transfer,  all rights of the  undersigned as Borrower under the
Liquidity  Agreement are transferred to the transferee and the transferee  shall
hereafter  have the sole  rights and  obligations  as Borrower  thereunder.  The
undersigned  shall pay any costs and expenses of such transfer,  including,  but
not limited to, transfer taxes or governmental charges.



<PAGE>


         We ask that this transfer be effective as of _______________, ____.

                                        WILMINGTON TRUST COMPANY,
                                          not in  its  individual  capacity  but
                                          solely  as  Subordination   Agent,  as
                                          Borrower



                                        By:_____________________________________
                                           Name:
                                           Title:                     




                                                                  EXECUTION COPY



                         TRUST SUPPLEMENT No. 1997-4A-O

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $505,951,000

                Continental Airlines Pass Through Trust 1997-4A-O

                           6.90% Continental Airlines
                           Pass Through Certificates,
                                Series 1997-4A-O



<PAGE>


          This Trust  Supplement  No.  1997-4A-O,  dated as of October  23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Basic Agreement,  unlimited as to the aggregate principal
amount of Certificates  (unless otherwise  specified  herein,  capitalized terms
used herein without  definition having the respective  meanings specified in the
Basic  Agreement) which may be issued  thereunder,  has heretofore been executed
and delivered;

          WHEREAS,  the Company  has  obtained  commitments  from Boeing for the
delivery of certain Aircraft;

          WHEREAS,  the Company  intends to finance the acquisition of each such
Aircraft either (i) through separate
 leveraged lease transactions, in which case
the Company will lease such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or
(ii) through separate secured loan transactions,  in which case the Company will
own such Aircraft (collectively, the "OWNED AIRCRAFT");

          WHEREAS,  in the case of each  Leased  Aircraft,  each Owner  Trustee,
acting on behalf of the corresponding Owner Participant,  will issue pursuant to
an Indenture,  on a non-recourse  basis,  Equipment  Notes in order to finance a
portion of its purchase price of such Leased Aircraft;

          WHEREAS,  in the case of each Owned  Aircraft,  the Company will issue
pursuant to an  Indenture,  on a recourse  basis,  Equipment  Notes to finance a
portion of the purchase price of such Owned Aircraft;

          WHEREAS,  the Trustee hereby declares the creation of this Continental
Airlines Pass Through Trust 1997-4A-O (the  "APPLICABLE  TRUST") for the benefit
of   the   Applicable    Certificateholders,    and   the   initial   Applicable
Certificateholders  as the grantors of the Applicable Trust, by their respective
acceptances  of  the  Applicable  Certificates,  join  in  the  creation  of the
Applicable Trust with the Trustee;

          WHEREAS,  all  Certificates to be issued by the Applicable  Trust will
evidence fractional  undivided interests in the Applicable Trust and will convey
no rights, benefits or interests in respect of any property other than the Trust
Property  except  for those  Certificates  to which an Escrow  Receipt  has been
affixed;


<PAGE>

          WHEREAS, the Escrow Agent and the Underwriters have  contemporaneously
herewith  entered into an Escrow Agreement with the Escrow Paying Agent pursuant
to which the  Underwriters  have delivered to the Escrow Agent the proceeds from
the sale of the  Applicable  Certificates  and have  irrevocably  instructed the
Escrow  Agent to  withdraw  and pay funds from such  proceeds  upon  request and
proper  certification by the Trustee to purchase Equipment Notes as the Aircraft
are delivered by Boeing under the Aircraft Purchase  Agreement from time to time
prior to the Delivery Period Termination Date;

          WHEREAS,    the   Escrow   Agent   on   behalf   of   the   Applicable
Certificateholders  has  contemporaneously   herewith  entered  into  a  Deposit
Agreement with the Depositary under which the Deposits  referred to therein will
be made and from which it will  withdraw  funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;

          WHEREAS,  pursuant to the terms and conditions of the Basic  Agreement
as supplemented by this Trust Supplement (the "AGREEMENT") and the Note Purchase
Agreement,  upon or shortly  following  delivery of an Aircraft,  the Trustee on
behalf  of  the  Applicable  Trust,  using  funds  withdrawn  under  the  Escrow
Agreement,  shall purchase one or more Equipment  Notes having the same interest
rate as, and final  maturity date not later than the final Regular  Distribution
Date of,  the  Applicable  Certificates  issued  hereunder  and shall  hold such
Equipment Notes in trust for the benefit of the Applicable Certificateholders;

          WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement,  when duly executed and delivered,  a valid, binding and legal
instrument in accordance with its terms and for the purposes  herein  expressed,
have been done, performed and fulfilled,  and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;

          WHEREAS,  this Trust  Supplement  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;

          NOW THEREFORE,  in consideration of the premises herein,  it is agreed
between the Company and the Trustee as follows:



                                    ARTICLE I
                                THE CERTIFICATES

          Section 1.01.  THE  CERTIFICATES.  There is hereby created a series of
Certificates to be issued under the Agreement to be  distinguished  and known as


<PAGE>


"6.90%  Continental  Airlines  Pass  Through  Certificates,   Series  1997-4A-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

          The terms and conditions applicable to the Applicable Certificates are
as follows:

          (a) The aggregate principal amount of the Applicable Certificates that
     shall  be  authenticated   under  the  Agreement   (except  for  Applicable
     Certificates  authenticated  and delivered  pursuant to Sections 3.03, 3.04
     and 3.06 of the Basic Agreement) is $505,951,000.

          (b) The  Regular  Distribution  Dates with  respect to any  payment of
     Scheduled  Payments means January 2 and July 2 of each year,  commencing on
     January 2, 1998, until payment of all of the Scheduled  Payments to be made
     under the Equipment Notes has been made.

          (c) The  Special  Distribution  Dates with  respect to the  Applicable
     Certificates  means any  Business  Day on which a Special  Payment is to be
     distributed pursuant to the Agreement.

          (d) At the Escrow  Agent's  request  under the Escrow  Agreement,  the
     Trustee shall affix the  corresponding  Escrow  Receipt to each  Applicable
     Certificate.  In any event,  any  transfer or  exchange  of any  Applicable
     Certificate  shall also effect a transfer or exchange of the related Escrow
     Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
     Applicable  Certificate shall be permitted unless the corresponding  Escrow
     Receipt is attached  thereto and also is so  transferred  or exchanged.  By
     acceptance  of any  Applicable  Certificate  to which an Escrow  Receipt is
     attached,  each Holder of such an Applicable  Certificate  acknowledges and
     accepts the restrictions on transfer of the Escrow Receipt set forth herein
     and in the Escrow Agreement.

          (e) (i) The  Applicable  Certificates  shall be in the  form  attached
     hereto as  Exhibit A. Any  Person  acquiring  or  accepting  an  Applicable
     Certificate or an interest therein will, by such acquisition or acceptance,
     be deemed to  represent  and  warrant to and for the  benefit of each Owner
     Participant  and the  Company  that  either (i) the  assets of an  employee
     benefit plan subject to Title I of the Employee  Retirement Income Security
     Act of 1974, as amended ("ERISA"),  or of a plan subject to Section 4975 of
     the Internal  Revenue Code of 1986, as amended (the "Code"),  have not been
     used to purchase Applicable Certificates or an interest therein or (ii) the
     purchase  and  holding  of  Applicable  Certificates  is  exempt  from  the


<PAGE>

     prohibited  transaction  restrictions of ERISA and the Code pursuant to one
     or more prohibited transaction statutory or administrative exemptions.

          (ii) The Applicable  Certificates shall be Book-Entry Certificates and
     shall  be   subject  to  the   conditions   set  forth  in  the  Letter  of
     Representations between the Company and the Clearing Agency attached hereto
     as Exhibit B.

          (f) The  Applicable  Certificates  are  subject  to the  Intercreditor
     Agreement, the Deposit Agreement, and the Escrow Agreement.

          (g) The Applicable Certificates will have the benefit of the Liquidity
     Facility.

          (h) The Responsible Party is the Company.

          (i) The  particular  "sections of the Note  Purchase  Agreement",  for
     purposes of clause (3) of Section 7.07 of the Basic Agreement,  are Section
     8.1 (with  respect to Owned  Aircraft)  and  Section  9.1 (with  respect to
     Leased Aircraft) of each Note Purchase Agreement.


                                   ARTICLE II
                                   DEFINITIONS

          Section 2.01. DEFINITIONS.  For all purposes of the Basic Agreement as
supplemented by this Trust Supplement,  the following capitalized terms have the
following meanings:

          AGREEMENT: Has the meaning specified in the recitals hereto.

          AIRCRAFT:  Means each of the New  Aircraft or  Substitute  Aircraft in
     respect of which a  Participation  Agreement is entered into in  accordance
     with the Note Purchase Agreement.

          AIRCRAFT  PURCHASE  AGREEMENT:  Has the meaning  specified in the Note
     Purchase Agreement.

          APPLICABLE  CERTIFICATEHOLDER:  Means  the  Person  in  whose  name an
     Applicable  Certificate  is registered  on the Register for the  Applicable
     Certificates.

          APPLICABLE DELIVERY DATE: Has the meaning specified in Section 5.01(b)
     of this Trust Supplement.


<PAGE>

          APPLICABLE  PARTICIPATION  AGREEMENT:  Has the  meaning  specified  in
     Section 5.01(b) of this Trust Supplement.

          ASSIGNMENT  AND  ASSUMPTION   AGREEMENT:   Means  the  assignment  and
     assumption agreement substantially in the form of Exhibit C hereto executed
     and delivered in accordance with Section 7.01 of this Trust Supplement.

          BOEING: Means The Boeing Company.

          BUSINESS DAY:  Means 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,  Salt  Lake  City,  Utah or,  so long as any
     Applicable  Certificate  is  outstanding,  the city and  state in which the
     Trustee  or any Loan  Trustee  maintains  its  Corporate  Trust  Office  or
     receives and disburses funds.

          CUT-OFF DATE: Means the earlier of (a) the Delivery Period Termination
     Date and (b) the date on which a Triggering Event occurs.

          DELIVERY  DATE:  Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          DELIVERY  NOTICE:  Has the  meaning  specified  in the  Note  Purchase
     Agreement.

          DELIVERY PERIOD  TERMINATION  DATE:  Means the earlier of (a) December
     31, 1998,  or, if the Equipment  Notes  relating to all of the New Aircraft
     (or  Substitute  Aircraft in lieu thereof)  have not been  purchased by the
     Applicable  Trust and the Other  Trusts on or prior to such date due to any
     reason  beyond  the  control  of the  Company  and  not  occasioned  by the
     Company's  fault or  negligence,  May 31, 1999  (PROVIDED  that, if a labor
     strike  occurs  at  Boeing  on or prior  to  either  or both of such  dates
     referred  to in this  clause (a),  such date or dates on or  following  the
     commencement  of such strike shall be extended by adding thereto the number
     of days that such  strike  continued  in effect)  and (b) the date on which
     Equipment  Notes  issued  with  respect  to  all of the  New  Aircraft  (or
     Substitute  Aircraft in lieu thereof) have been purchased by the Applicable
     Trust and the Other Trusts in accordance with the Note Purchase Agreement.

          DEPOSITS: Has the meaning specified in the Deposit Agreement.

          DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of October 23,
     1997 relating to the Applicable Certificates between the Depositary and the
     Escrow  Agent,  as the  same  may be  amended,  supplemented  or  otherwise
     modified from time to time in accordance with its terms.


<PAGE>


          DEPOSITARY: Means Credit Suisse First Boston, New York branch.

          DISTRIBUTION  DATE:  Means any  Regular  Distribution  Date or Special
     Distribution Date as the context requires.

          ESCROW  AGENT:  Means,   initially,   First  Security  Bank,  National
     Association,  and  any  replacement  or  successor  therefor  appointed  in
     accordance with the Escrow Agreement.

          ESCROW AGREEMENT: Means the Escrow and Paying Agent Agreement dated as
     of October 23,  1997  relating to the  Applicable  Certificates,  among the
     Escrow Agent, the Escrow Paying Agent, the Trustee and Underwriters, as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.

          ESCROW PAYING AGENT: Means the Person acting as paying agent under the
     Escrow Agreement.

          ESCROW RECEIPT: Means the receipt substantially in the form annexed to
     the Escrow Agreement  representing a fractional  undivided  interest in the
     funds held in escrow thereunder.

          FINAL MATURITY DATE: Means July 2, 2019.

          FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

          FINAL  WITHDRAWAL  DATE:  Has  the  meaning  specified  in the  Escrow
     Agreement.

          FINAL WITHDRAWAL  NOTICE: Has the meaning specified in Section 5.02 of
     this Trust Supplement.

          INDENTURE:  Means each of the separate trust  indentures and mortgages
     relating to the  Aircraft,  each as  specified  or  described in a Delivery
     Notice  delivered  pursuant to the Note  Purchase  Agreement or the related
     Participation  Agreement,  in  each  case  as  the  same  may  be  amended,
     supplemented or otherwise modified from time to time in accordance with its
     terms.


<PAGE>


          INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as of
     October 23,  1997 among the  Trustee,  the Other  Trustees,  the  Liquidity
     Providers,  the liquidity  providers  relating to the  Certificates  issued
     under  (and as defined  in) each of the Other  Agreements,  and  Wilmington
     Trust  Company,  as  Subordination  Agent  and as  trustee  thereunder,  as
     amended, supplemented or otherwise modified from time to time in accordance
     with its terms.

          INVESTORS:   Means  the  Underwriters  together  with  all  subsequent
     beneficial owners of the Applicable Certificates.

          LEASE: Means, with respect to each Leased Aircraft,  the 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.

          LEASED  AIRCRAFT:  Has the meaning  specified in the third  recital to
     this Trust Supplement.

          LIQUIDITY FACILITIES:  Means, initially,  each of the Revolving Credit
     Agreements  dated  as of  October  23,  1997  relating  to  the  Applicable
     Certificates,  between a Liquidity Provider and Wilmington Trust Company as
     Subordination  Agent, as agent and trustee for the Applicable  Trust,  and,
     from  and  after  the  replacement  of  such  agreement   pursuant  to  the
     Intercreditor  Agreement,  the replacement  liquidity facility therefor, in
     each case as amended,  supplemented or otherwise modified from time to time
     in accordance with their respective terms.

          LIQUIDITY  PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V.,  acting
     through its  Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
     acting  through its New York branch,  and any  replacements  or  successors
     therefor appointed in accordance with the Intercreditor Agreement.

          NEW  AIRCRAFT:   Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          NOTE  DOCUMENTS:  With respect to any  Equipment  Note,  means (i) the
     Indenture and the Participation  Agreement relating to such Equipment Note,
     and (ii) in the case of any  Equipment  Note related to a Leased  Aircraft,
     the Lease relating to such Leased Aircraft.

          NOTE PURCHASE AGREEMENT: Means the Note Purchase Agreement dated as of
     October 23, 1997 among the Trustee,  the Other Trustees,  the Company,  the
     Escrow  Agent,  the  Escrow  Paying  Agent  and  the  Subordination  Agent,
     providing for, among other things,  the purchase of Equipment  Notes by the


<PAGE>


     Trustee on behalf of the Trust, as the same may be amended, supplemented or
     otherwise modified from time to time, in accordance with its terms.

          NOTICE  OF  PURCHASE  WITHDRAWAL:  Has the  meaning  specified  in the
     Deposit Agreement.

          OTHER  AGREEMENTS:  Means (i) the Basic  Agreement as  supplemented by
     Trust   Supplement  No.   1997-4B-O  dated  the  date  hereof  relating  to
     Continental  Airlines  Pass  Through  Trust  1997-4B-O  and (ii) the  Basic
     Agreement as supplemented by Trust  Supplement No. 1997-4C-O dated the date
     hereof relating to Continental Airlines Pass Through Trust 1997-4C-O.

          OTHER TRUSTEES: Means the trustees under the Other Agreements, and any
     successor or other trustee appointed as provided therein.

          OTHER  TRUSTS:  Means the  Continental  Airlines  Pass  Through  Trust
     1997-4B-O and the Continental  Airlines Pass Through Trust 1997-4C-O,  each
     created on the date hereof.

          OWNED AIRCRAFT: Has the meaning specified in the third recital to this
     Trust Supplement.

          OWNER  PARTICIPANT:  With respect to any Equipment  Note relating to a
     Leased  Aircraft,  means the  "Owner  Participant"  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: With respect to any Equipment Note relating to a Leased
     Aircraft,  means the  "Owner  Trustee",  as  referred  to in the  Indenture
     pursuant  to which such  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 Indentures.

          PARTICIPATION  AGREEMENT:  Means each  Participation  Agreement  to be
     entered into by the Trustee pursuant to the Note Purchase Agreement, as the
     same may be amended,  supplemented or otherwise modified in accordance with
     its terms.

          POOL BALANCE:  Means, as of any date, (i) the original  aggregate face
     amount of the Applicable Certificates less (ii) the aggregate amount of all
     payments made in respect of such  Applicable  Certificates or in respect of
     Deposits other than payments made in respect of interest or premium thereon
     or reimbursement of any costs or expenses incurred in connection therewith.


<PAGE>


     The Pool Balance as of any Distribution Date shall be computed after giving
     effect to any special distribution with respect to unused Deposits, payment
     of principal of the Equipment  Notes or payment with respect to other Trust
     Property and the distribution thereof to be made on that date.

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

          PROSPECTUS  SUPPLEMENT:  Means the Prospectus Supplement dated October
     16, 1997 relating to the offering of the Certificates.

          RELATED PASS THROUGH  TRUST  AGREEMENT:  Means the Basic  Agreement as
     supplemented  by the Trust  Supplement No.  1997-4A-S dated the date hereof
     relating to the  Continental  Airlines  Pass Through  Trust  1997-4A-S  and
     entered  into by the  Company  and the  Trustee,  which  agreement  becomes
     effective  upon the execution and delivery of the Assignment and Assumption
     Agreement pursuant to Section 7.01 of this Trust Supplement.

          RELATED TRUST: Means the Continental Pass Through Trust 1997-4A-S,  to
     be formed under the Related Pass Through Trust Agreement.

          RELATED  TRUSTEE:  Means the trustee  under the Related  Pass  Through
     Trust Agreement.

          SPECIAL REDEMPTION  PREMIUM:  Means the premium payable by the Company
     in respect of the Final Withdrawal pursuant to the Note Purchase Agreement.

          SPECIAL PAYMENT: Means 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) or Special Redemption Premium.

          SUBSTITUTE  AIRCRAFT:  Has the meaning  specified in the Note Purchase
     Agreement.

          TRANSFER DATE: Has the meaning specified in Section 7.01 of this Trust
     Supplement.


<PAGE>


          TRIGGERING  EVENT:  Has  the  meaning  assigned  to  such  term in the
     Intercreditor Agreement.

          TRUST PROPERTY:  Means (i) subject to the Intercreditor Agreement, the
     Equipment Notes held as the property of the Applicable 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  Certificate  Account  and the
     Special Payments Account and, subject to the Intercreditor  Agreement,  any
     proceeds  from the sale by the Trustee  pursuant to Article VI of the Basic
     Agreement  of any  Equipment  Note and (iii) all  rights of the  Applicable
     Trust  and the  Trustee,  on  behalf  of the  Applicable  Trust,  under the
     Intercreditor  Agreement, the Escrow Agreement, the Note Purchase Agreement
     and the Liquidity Facilities,  including, without limitation, all rights to
     receive certain payments thereunder,  and all monies paid to the Trustee on
     behalf of the Applicable Trust pursuant to the  Intercreditor  Agreement or
     the Liquidity Facilities, PROVIDED that rights with respect to the Deposits
     or under the Escrow Agreement,  except for the right to direct  withdrawals
     for the purchase of Equipment Notes to be held herein,  will not constitute
     Trust Property.

          UNDERWRITERS:  Means, collectively, Morgan Stanley & Co. Incorporated,
     Credit Suisse First Boston  Corporation,  Chase Securities Inc. and Salomon
     Brothers Inc.

          UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated October
     16, 1997 among the  Underwriters,  the Company and the  Depositary,  as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          Section  3.01.  ADDITIONS  TO  ARTICLE IV OF THE BASIC  AGREEMENT.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

          (a) Upon the  payment of  Special  Redemption  Premium to the  Trustee
     under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall
     immediately deposit the aggregate amount of such Special Redemption Premium
     in the Special Payments Account;

          (b) The  distribution  of  amounts of  Special  Redemption  Premium as
     provided  for in  Section  4.02(b) of the Basic  Agreement  shall be on the


<PAGE>


     Special  Distribution  Date with respect to such Special Payment or as soon
     thereafter  as the Trustee  has  confirmed  receipt of the related  Special
     Redemption Premium;

          (c) In the event of the payment of a Special Redemption Premium by the
     Company  to the  Trustee  under the Note  Purchase  Agreement,  the  notice
     provided  for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
     together  with the notice by the Escrow  Paying Agent under Section 2.06 of
     the  Escrow  Agreement,  not  less  than  15  days  prior  to  the  Special
     Distribution Date for such amount, which Special Distribution Date shall be
     the Final Withdrawal Date; and

          (d) The last sentence of the first paragraph of Section 4.02(c) of the
     Basic  Agreement  shall apply  equally if the amount of Special  Redemption
     Premium,  if any,  has not ben  calculated  at the time the  Trustee  mails
     notice of a Special Payment.

          Section 3.02. STATEMENTS TO APPLICABLE CERTIFICATEHOLDERS. (a) On each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

          (i) the aggregate  amount of funds  distributed  on such  Distribution
     Date under the Agreement  and under the Escrow  Agreement,  indicating  the
     amount allocable to each source;

          (ii) the amount of such distribution under the Agreement  allocable to
     principal  and the amount  allocable  to  premium  (including  the  Special
     Redemption Premium), if any;

          (iii) the amount of such distribution under the Agreement allocable to
     interest;

          (iv) the  amount  of such  distribution  under  the  Escrow  Agreement
     allocable to interest;

          (v) the  amount  of  such  distribution  under  the  Escrow  Agreement
     allocable to Deposits; and

          (vi) the Pool Balance and the Pool Factor.


<PAGE>


          With respect to the Applicable  Certificates registered in the name of
a Clearing  Agency,  on the Record  Date prior to each  Distribution  Date,  the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such Record Date. On each Distribution  Date, the 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 Applicable Certificates.

          (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 an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  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 Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

          (c) Promptly  following (i) the Delivery Period  Termination  Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-51 of the  Prospectus  Supplement,  and
(ii) any early  redemption  or  purchase  of, or any  default in the  payment of
principal  or  interest in respect  of, any of the  Equipment  Notes held in the
Applicable  Trust,  or any  Final  Withdrawal,  the  Trustee  shall  furnish  to
Applicable  Certificateholders  of record on such date a statement setting forth
(x) the expected Pool Balances for each  subsequent  Regular  Distribution  Date
following the Delivery Period Termination Date, (y) the related Pool Factors for
such  Regular  Distribution  Dates and (z) the expected  principal  distribution
schedule of the Equipment Notes, in the aggregate, held as Trust Property at the
date of such notice. With respect to the Applicable  Certificates  registered in
the name of a Clearing  Agency,  on the Delivery  Period  Termination  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such date. The 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 Applicable Certificates.


<PAGE>


          (d) This Section  3.02  supersedes  and  replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

          Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) By acceptance
of its Applicable Certificate,  each Applicable Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering Event,

          (i) each Class B  Certificateholder  shall have the right to  purchase
     all, but not less than all, of the Applicable  Certificates  upon ten days'
     written  notice to the Trustee  and each other  Class B  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   B    Certificateholder    notifies   such   purchasing    Class   B
     Certificateholder  that  such  other  Class B  Certificateholder  wants  to
     participate in such purchase, then such other Class B Certificateholder may
     join with the purchasing Class B Certificateholder to purchase all, but not
     less  than  all,  of the  Applicable  Certificates  pro  rata  based on the
     Fractional  Undivided Interest in the Class B Trust held by each such Class
     B Certificateholder  and (B) if prior to the end of such ten-day period any
     other  Class B  Certificateholder  fails to notify the  purchasing  Class B
     Certificateholder  of such  other  Class B  Certificateholder's  desire  to
     participate in such a purchase,  then such other Class B  Certificateholder
     shall lose its right to purchase the  Applicable  Certificates  pursuant to
     this Section 4.01(a); and

          (ii) each Class C Certificateholder  shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) above) to purchase all, but not less than all, of the Applicable
     Certificates and the Class B Certificates  upon ten days' written notice to
     the Trustee,  the Class B Trustee and each other Class C Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   C    Certificateholder    notifies   such   purchasing    Class   C
     Certificateholder  that  such  other  Class C  Certificateholder  wants  to
     participate in such purchase, then such other Class C Certificateholder may
     join with the purchasing Class C Certificateholder to purchase all, but not
     less than all, of the  Certificates  and the Class B Certificates  pro rata
     based on the  Fractional  Undivided  Interest  in the Class C Trust held by
     each  such  Class C  Certificateholder  and (B) if prior to the end of such
     ten-day  period  any other  Class C  Certificateholder  fails to notify the
     purchasing   Class   C   Certificateholder    of   such   other   Class   C
     Certificateholder's  desire to  participate  in such a purchase,  then such
     other  Class C  Certificateholder  shall  lose its  right to  purchase  the
     Applicable Certificates pursuant to this Section 4.01(a).


<PAGE>


          (iii) each Class D Certificateholder shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) or (ii)  above) to purchase  all,  but not less than all, of the
     Applicable  Certificates,   the  Class  B  Certificates  and  the  Class  C
     Certificates  upon ten days'  written  notice to the  Trustee,  the Class B
     Trustee,  the Class C Trustee  and each  other  Class D  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   D    Certificateholder    notifies   such   purchasing    Class   D
     Certificateholder  that  such  other  Class D  Certificateholder  wants  to
     participate in such purchase, then such other Class D Certificateholder may
     join with the purchasing Class D Certificateholder to purchase all, but not
     less than all, of the Applicable Certificates, the Class B Certificates and
     the  Class C  Certificates  pro  rata  based  on the  Fractional  Undivided
     Interest  in the Class D Trust held by each such Class D  Certificateholder
     and (B) if  prior  to the end of such  ten-day  period  any  other  Class D
     Certificateholder  fails to notify the purchasing Class D Certificateholder
     of such other Class D  Certificateholder's  desire to participate in such a
     purchase, then such other Class D Certificateholder shall lose its right to
     purchase the Applicable Certificates pursuant to this Section 4.01(a).

          The purchase price with respect to the Applicable  Certificates  shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  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 Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) 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  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class B Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof 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  4.01(a).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic  Agreement,  upon payment  from such Class B  Certificateholder(s),


<PAGE>


Class C Certificateholder(s),  or Class D Certificateholder(s),  as the case may
be, of the  purchase  price set forth in the first  sentence of this  paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without
recourse,  representation  or warranty of any kind except for its own acts), all
of  the   right,   title,   interest   and   obligation   of   such   Applicable
Certificateholder  in  this  Agreement,   the  Escrow  Agreement,   the  Deposit
Agreement,  the  Intercreditor  Agreement,  the Liquidity  Facilities,  the Note
Documents  and all  Applicable  Certificates  and Escrow  Receipts  held by such
Applicable  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 purchaser  shall assume
all of such Applicable Certificateholder's obligations under this Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all such Applicable  Certificates
and Escrow Receipts. The Applicable  Certificates will be deemed to be purchased
on the date payment of the purchase price is made notwithstanding the failure of
the Applicable  Certificateholders  to deliver any Applicable  Certificates and,
upon such a purchase,  (i) the only rights of the Applicable  Certificateholders
will be to deliver the Applicable  Certificates to the  purchaser(s) and receive
the purchase price for such Applicable Certificates and (ii) if the purchaser(s)
shall so request,  such  Applicable  Certificateholder  will comply with all the
provisions  of Section  3.04 of the Basic  Agreement  to enable  new  Applicable
Certificates  to be issued to the  purchaser in such  denominations  as it shall
request.  All charges and expenses in  connection  with the issuance of any such
new Applicable Certificates shall be borne by the purchaser thereof.

          As   used   in   this   Section   4.01(a),    the   terms   "Class   B
Certificateholder",  "Class B Trust", "Class B Certificate",  "Class B Trustee",
"Class C  Certificateholder",  "Class C Trust",  "Class C  Certificate""Class  C
Trustee",  "Class D  Certificateholder"  and  "Class D  Trust",  shall  have the
respective meanings assigned to such terms in the Intercreditor Agreement.

          (b) This Section 4.01  supersedes and replaces  Section 6.01(b) of the
Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

          Section 5.01.  DELIVERY OF DOCUMENTS;  DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement  and the Note  Purchase  Agreement on or prior to the Issuance
Date,  each in the form delivered to the Trustee by the Company and (ii) subject
to the respective  terms thereof,  to perform its obligations  thereunder.  Upon
request of the Company and the satisfaction or waiver of the closing  conditions


<PAGE>


specified in the  Underwriting  Agreement,  the Trustee shall execute,  deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations
equalling in the aggregate the amount set forth,  with respect to the Applicable
Trust,  in  Schedule  II to the  Underwriting  Agreement  evidencing  the entire
ownership  interest in the  Applicable  Trust,  which amount  equals the maximum
aggregate  principal  amount of  Equipment  Notes which may be  purchased by the
Trustee pursuant to the Note Purchase Agreement.  Except as provided in Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute,
authenticate  or  deliver  Applicable  Certificates  in excess of the  aggregate
amount specified in this paragraph.

          (b) On or after the Issuance  Date,  the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery  Notice  relates
(the "APPLICABLE  DELIVERY  DATE"),  the Trustee shall (as and when specified in
the Delivery  Notice)  instruct the Escrow Agent to provide a Notice of Purchase
Withdrawal  to the  Depositary  requesting  (A)  the  withdrawal  of one or more
Deposits on the  Applicable  Delivery Date in accordance  with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B)
the payment of all, or a portion, of such Deposit or Deposits in an amount equal
in the aggregate to the purchase price of such  Equipment  Notes to or on behalf
of the Owner Trustee or the Company,  as the case may be, issuing such Equipment
Notes, all as shall be described in the Delivery  Notice.  The Trustee shall (as
and when specified in such Delivery Notice), subject to the conditions set forth
in  Section  2 of the  Note  Purchase  Agreement,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   Agreement")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the Note Purchase  Agreement,  then the Trustee shall
give the Depositary  (with a copy to the Escrow Agent) a notice of  cancellation
of such Notice of Purchase  Withdrawal  relating to such  Deposit or Deposits on
such Applicable Delivery Date. Upon satisfaction of the conditions  specified in
the Note Purchase  Agreement and the  Applicable  Participation  Agreement,  the
Trustee shall purchase the applicable  Equipment  Notes with the proceeds of the
withdrawals  of one or more  Deposits  made on the  Applicable  Delivery Date in
accordance with the terms of the Deposit Agreement and the Escrow Agreement. The
purchase price of such Equipment Notes shall equal the principal  amount of such
Equipment  Notes.  Amounts  withdrawn from such Deposit or Deposits in excess of
the purchase  price of the  Equipment  Notes or to the extent not applied on the
Applicable  Delivery Date to the purchase price of the Equipment Notes, shall be
re-deposited by the Trustee with the Depositary on the Applicable  Delivery Date
in accordance  with the terms of the Deposit  Agreement.  The provisions of this
Section  5.01(b)  supersede  and replace the  provisions  of Section 2.02 of the
Basic Agreement (which are inapplicable to the Trust), and all provisions of the


<PAGE>


Basic  Agreement  relating  to  Postponed  Notes and  Section  2.02 of the Basic
Agreement shall not apply to the Applicable Trust.

          Section  5.02.   WITHDRAWAL  OF  DEPOSITS.   If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, (i) (A) the
Trustee  shall give the Escrow Agent  notice that the  Trustee's  obligation  to
purchase  Equipment  Notes under the Note Purchase  Agreement has terminated and
instruct  the  Escrow  Agent to  provide  a notice  of Final  Withdrawal  to the
Depositary  substantially in the form of Exhibit B to the Deposit Agreement (the
"FINAL  WITHDRAWAL  NOTICE")  and (B) the  Trustee  will make a demand  upon the
Company  under the Note  Purchase  Agreement  for an amount equal to the Special
Redemption Premium, such payment to be made on the Final Withdrawal Date.

          Section 5.03.  THE TRUSTEE.  (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

          (b) Except as herein otherwise provided,  no duties,  responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

          Section  5.04.  REPRESENTATIONS  AND  WARRANTIES  OF THE TRUSTEE.  The
Trustee hereby represents and warrants that:

          (a) the Trustee has full power,  authority and legal right to execute,
     deliver and perform this Trust  Supplement,  the Escrow  Agreement  and the
     Note Documents to which it is a party and has taken all necessary action to
     authorize  the  execution,  delivery  and  performance  by it of this Trust
     Supplement,  the Escrow  Agreement and the Note  Documents to which it is a
     party;

          (b) the  execution,  delivery and  performance  by the Trustee of this
     Trust  Supplement,  the Escrow Agreement and the Note Documents to which it
     is a party (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


<PAGE>


     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;

          (c) the  execution,  delivery and  performance  by the Trustee of this
     Trust  Supplement,  the Escrow Agreement and the Note Documents to which it
     is a party 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  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

          (d) this Trust Supplement, the Escrow Agreement and the Note Documents
     to which it is a party have been, or will be, as applicable,  duly executed
     and  delivered  by the  Trustee  and  constitute,  or will  constitute,  as
     applicable,  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 5.05.  TRUSTEE LIENS.  The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS


          Section 6.01.  SUPPLEMENTAL  AGREEMENTS  WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into


<PAGE>


one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

          Section  6.02.  SUPPLEMENTAL  AGREEMENTS  WITH  CONSENT OF  APPLICABLE
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

          Section 7.01. TERMINATION OF THE TRUST. The respective obligations and
responsibilities  of the Company and the Trustee with respect to the  Applicable
Trust shall  terminate upon the earlier of (A) the completion of the assignment,
transfer  and  discharge  described  in the first  sentence  of the  immediately
following  paragraph and (B)  distribution to all Applicable  Certificateholders
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;  PROVIDED,  HOWEVER,  that in no  event  shall  the  Applicable  Trust
continue  beyond one hundred ten (110) years following the date of the execution
of this Trust Supplement.

          Upon the earlier of (i) the first Business Day following  December 31,
1998,  or, if later,  the fifth  Business  Day  following  the  Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later, the date
on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the


<PAGE>


immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

          (i) The Trustee,  the Related  Trustee and each of the Rating Agencies
     then rating the  Applicable  Certificates  shall have received an Officer's
     Certificate  and an Opinion of Counsel dated the date of the Assignment and
     Assumption  Agreement and each satisfying the  requirements of Section 1.02
     of the Basic Agreement,  which Opinion of Counsel shall be substantially to
     the effect set forth below and may be relied upon by the  Beneficiaries (as
     defined in the Assignment and Assumption Agreement):

                    (a) upon the execution  and delivery  thereof by the parties
          thereto in accordance with the terms of this Agreement and the Related
          Pass Through Trust Agreement,  the Assignment and Assumption Agreement
          will  constitute  the  valid  and  binding  obligation  of each of the
          parties thereto enforceable against each such party in accordance with
          its terms;

                    (b) upon the  execution and delivery of the  Assignment  and
          Assumption  Agreement in accordance  with the terms of this  Agreement
          and the Related Pass Through Trust  Agreement,  each of the Applicable
          Certificates  then Outstanding will be entitled to the benefits of the
          Related Pass Through Trust Agreement;

                    (c) the Related Trust is not required to be registered as an
          investment  company  under  the  Investment  Company  Act of 1940,  as
          amended;

                    (d) the Related Pass Through Trust Agreement constitutes the
          valid and binding  obligation of the Company  enforceable  against the
          Company in accordance with its terms; and

                    (e) neither the execution and delivery of the Assignment and
          Assumption  Agreement in accordance  with the terms of this  Agreement
          and the Related Pass Through Trust Agreement,  nor the consummation by
          the parties thereto of the transactions contemplated to be consummated
          thereunder on the date thereof,  will violate any law or  governmental
          rule or  regulation  of the State of New York or the United  States of

<PAGE>


          America  known to such counsel to be  applicable  to the  transactions
          contemplated by the Assignment and Assumption Agreement.

          (ii) The Trustee and the Company shall have received (x) a copy of the
     articles of incorporation and bylaws of the Related Trustee certified as of
     the  Transfer  Date  by  the  Secretary  or  Assistant  Secretary  of  such
     institution  and  (y) a  copy  of the  filing  (including  all  attachments
     thereto) made by the  institution  serving as the Related  Trustee with the
     Office of the Superintendent,  State of New York Banking Department for the
     qualification  of the Related  Trustee under Section 131(3) of the New York
     Banking Law.

Upon the execution of the  Assignment  and  Assumption  Agreement by the parties
thereto,   the   Applicable   Trust   shall  be   terminated,   the   Applicable
Certificateholders  shall receive  beneficial  interests in the Related Trust in
exchange for their interests in the Applicable  Trust equal to their  respective
beneficial  interests in the Applicable  Trust,  and the Outstanding  Applicable
Certificates representing Fractional Undivided Interests in the Applicable Trust
shall be deemed for all purposes of this  Agreement and the Related Pass Through
Trust Agreement,  without further signature or action of any party or Applicable
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related  Trust and its trust  property.  By  acceptance  of its
Applicable  Certificate,  each  Applicable  Certificateholder  consents  to such
assignment,  transfer and  delivery of the Trust  Property to the trustee of the
Related Trust upon the execution and delivery of the  Assignment  and Assumption
Agreement.

          In connection with the occurrence of the event set forth in clause (B)
above,  notice of such termination,  specifying the Distribution Date upon which
the Applicable Certificateholders may surrender their Applicable Certificates to
the Trustee for payment of the final  distribution  and  cancellation,  shall be
mailed promptly by the Trustee to Applicable Certificateholders not earlier than
the  60th  day and not  later  than the  15th  day  next  preceding  such  final
Distribution  Date specifying (A) the Distribution  Date upon which the proposed
final payment of the Applicable  Certificates will be made upon presentation and
surrender  of  Applicable  Certificates  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  Distribution  Date is not
applicable,  payments  being made only upon  presentation  and  surrender of the
Applicable  Certificates  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  Applicable  Certificateholders.   Upon  presentation  and
surrender of the Applicable  Certificates  in accordance  with such notice,  the
Trustee  shall cause to be  distributed  to Applicable  Certificateholders  such
final payments.

          In the event that all of the Applicable  Certificateholders  shall not
surrender their Applicable Certificates for cancellation within six months after


<PAGE>


the date specified in the above-mentioned written notice, the Trustee shall give
a second  written  notice  to the  remaining  Applicable  Certificateholders  to
surrender their  Applicable  Certificates for cancellation and receive the final
distribution  with respect thereto.  No additional  interest shall accrue on the
Applicable  Certificates  after the  Distribution  Date  specified  in the first
written notice.  In the event that any money held by the Trustee for the payment
of distributions on the Applicable  Certificates  shall remain unclaimed for two
years (or such lesser time as the Trustee shall be satisfied,  after sixty 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, the Owner Participants and the Company.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

          Section 8.01.  BASIC AGREEMENT  RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

          Section  8.02.  GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF DELAWARE.

          Section 8.03. EXECUTION IN COUNTERPARTS.  This Trust Supplement may be
executed in any number of counterparts,  each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

          Section 8.04. INTENTION OF PARTIES. The parties hereto intend that the
Applicable 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.  Each  Applicable  Certificateholder  and  Investor,  by  its
acceptance  of its  Applicable  Certificate  or a beneficial  interest  therein,
agrees to treat the  Applicable  Trust as a grantor trust for all U.S.  federal,
state  and local  income  tax  purposes.  The  powers  granted  and  obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.


<PAGE>

          IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement  to be duly  executed  by  their  respective  officers  thereto  duly
authorized, as of the day and year first written above.


                                        CONTINENTAL AIRLINES, INC.



                                        By:_____________________________________
                                           Name:   Gerald Laderman
                                           Title:  Vice President



                                        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 the registered owner hereof,
Cede & Co., has an interest herein.]<F1>


                CONTINENTAL AIRLINES PASS THROUGH TRUST 1997-4A-O

      6.90% Continental Airlines Pass Through Certificate, Series 1997-4A-O


                         Issuance Date: October 23, 1997

                Final Expected Distribution Date: January 2, 2018

          Evidencing   A   Fractional   Undivided   Interest   In  The
          Continental  Airlines  Pass  Through  Trust  1997-4A-O,  The
          Property  Of Which  Includes  Certain  Equipment  Notes Each
          Secured  By An  Aircraft  Leased To Or Owned By  Continental
          Airlines, Inc.


Certificate
No. _______                        $______________ Fractional Undivided Interest
                                   representing 0.____% 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 1997-4A-O (the "TRUST")
created by Wilmington Trust Company,  as trustee (the "TRUSTEE"),  pursuant to a

___________________

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


<PAGE>



Pass  Through  Trust  Agreement,  dated as of  September  25,  1997 (the  "BASIC
AGREEMENT"),  between the Trustee and  Continental  Airlines,  Inc.,  a Delaware
corporation (the  "Company"),  as supplemented by Trust Supplement No. 1997-4A-O
thereto, dated as of October 23, 1997 (the "Trust Supplement" and, together with
the Basic Agreement,  the "AGREEMENT"),  between the Trustee and 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 "6.90%  Continental  Airlines Pass
Through Certificates, Series 1997-4A-O" (herein called the "CERTIFICATES"). This
Certificate  is  issued  under  and is  subject  to the  terms,  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 the Intercreditor Agreement. The property of the
Trust includes  certain  Equipment  Notes and all rights of the Trust to receive
payments under the  Intercreditor  Agreement and any Liquidity  Facilities  (the
"TRUST PROPERTY").  Each issue of the Equipment Notes is secured by, among other
things, a security interest in an 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 the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on  each  January  2 and  July 2 (a  "Regular  Distribution  Date")
commencing  January 2, 1998,  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 the 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


<PAGE>


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 presentation or surrender of this
Certificate  or the making of any notation  hereon,  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.  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 or 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
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 therein,  the transfer of this  Certificate is registrable in the Register


<PAGE>


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.

          Under  certain  circumstances  set forth in Section  7.01 of the Trust
Supplement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust  pursuant  to  the  Assignment   and   Assumption   Agreement.   Upon  the
effectiveness of such Assignment and Assumption Agreement (the "Transfer"),  the
Trust shall be  terminated,  the  Certificateholders  shall  receive  beneficial
interests  in the Related  Trust in exchange  for their  interests  in the Trust
equal to their  respective  beneficial  interests in the Trust, the Certificates
representing Fractional Undivided Interests in the Trust shall be deemed for all
purposes of the  Agreement  and the Related Pass Through  Trust  Agreement to be
certificates representing the same fractional undivided interests in the Related
Trust and its trust property. Each Certificateholder,  by its acceptance of this
Certificate  or a  beneficial  interest  herein,  agrees  to  be  bound  by  the
Assignment and Assumption Agreement and subject to the terms of the Related Pass
Through Trust Agreement as a  certificateholder  thereunder.  From and after the
Transfer,  unless and to the extent the context otherwise  requires,  references
herein to the Trust, the Agreement and the Trustee shall  constitute  references
to the Related  Trust,  the Related Pass Through Trust  Agreement and trustee of
the Related Trust, respectively.

          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.

          Each  Certificateholder  and  Investor,  by  its  acceptance  of  this
Certificate  or a  beneficial  interest  herein,  agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.


<PAGE>


          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
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.

          Any Person  acquiring or  accepting  this  Certificate  or an interest
herein will, by such  acquisition or acceptance,  be deemed to have  represented
and warranted to and for the benefit of each Owner  Participant  and the Company
that  either:  (i) the assets of an employee  benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal  Revenue Code of 1986, as amended
(the  "CODE"),  have not been used to purchase this  Certificate  or an interest
herein or (ii) the purchase and holding of this  Certificate or interest  herein
are exempt from the prohibited  transaction  restrictions  of ERISA and the Code
pursuant  to one or more  prohibited  transaction  statutory  or  administration
exemptions.

          THE AGREEMENT  AND,  UNTIL THE  TRANSFER,  THIS  CERTIFICATE  SHALL BE
GOVERNED BY AND 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.  THE  RELATED  PASS  THROUGH  TRUST
AGREEMENT AND, FROM AND AFTER THE TRANSFER,  THIS CERTIFICATE  SHALL BE GOVERNED
AND  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER 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 PASS THROUGH TRUST
                                        1997-4A-O


                                        By:  WILMINGTON TRUST COMPANY,
                                             as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:



<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:_____________________________________
                                           Name:
                                           Title:



<PAGE>

                                    EXHIBIT B
                                    ---------


                         [DTC Letter of Representations]



<PAGE>


                                    EXHIBIT C
                                    ---------


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                 Continental Airlines Pass Through Trust 1997-4A


          ASSIGNMENT AND ASSUMPTION  AGREEMENT,  dated  ____________,  199_ (the
"ASSIGNMENT  AGREEMENT"),  between  Wilmington Trust Company, a Delaware banking
corporation ("WTC"), not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as of
September  25,  1997 (as  amended  or  modified  from time to time,  the  "BASIC
AGREEMENT"),  as  supplemented  by the Trust  Supplement  No.  1997-4A-O,  dated
October 23 , 1997 (the "TRUST SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1997-4A-O (the  "ASSIGNOR"),  and Wilmington  Trust Company,  a Delaware banking
corporation, not in its individual capacity except as expressly provided herein,
but solely as trustee  under the Basic  Agreement as  supplemented  by the Trust
Supplement  No.  1997-4A-S  dated October 23, 1997 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1997-4A-S (the "ASSIGNEE").

                              W I T N E S S E T H:

          WHEREAS,  the parties  hereto desire to effect on the date hereof (the
"TRANSFER  DATE") (a) the transfer by the Assignor to the Assignee of all of the
right,  title and  interest of the Assignor in, under and with respect to, among
other things,  the Trust Property and each of the documents listed in Schedule I
hereto (the "SCHEDULED DOCUMENTS") and (b) the assumption by the Assignee of the
obligations  of the  Assignor  (i) under  the  Scheduled  Documents  and (ii) in
respect of the Applicable Certificates issued under the Agreement; and

          WHEREAS,   the   Scheduled   Documents   permit  such   transfer  upon
satisfaction of certain  conditions  heretofore or  concurrently  herewith being
complied with;

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows  (capitalized  terms used herein without  definition  having the meaning
ascribed thereto in the Agreement):

          1. ASSIGNMENT. The Assignor does hereby sell, assign, convey, transfer
and set over unto the  Assignee as of the  Transfer  Date all of its present and
future  right,  title  and  interest  in,  under and with  respect  to the Trust
Property  and the  Scheduled  Documents  and  each  other  contract,  agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements,  documents or instruments,  together with the
Scheduled  Documents,  to be referred to as the "ASSIGNED  DOCUMENTS"),  and any


<PAGE>

proceeds therefrom,  together with all documents and instruments  evidencing any
of such right, title and interest.

          2.  ASSUMPTION.  The  Assignee  hereby  assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"BENEFICIARIES")  all of the duties and  obligations  of the Assignor,  whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the  Assigned  Documents  to which the  Assignor  is a
party and shall be bound by all the terms thereof  (including the agreements and
obligations  of the  Assignor  set forth  therein)  as if  therein  named as the
Assignor.  Further,  the Assignee hereby assumes for the benefit of the Assignor
and the  Beneficiaries  all of the duties and  obligations of the Assignor under
the Outstanding Applicable  Certificates and hereby confirms that the Applicable
Certificates  representing  Fractional  Undivided  Interests under the Agreement
shall be deemed for all purposes of the  Agreement  and the New  Agreement to be
certificates  representing the same fractional undivided interests under the New
Agreement equal to their  respective  beneficial  interests in the trust created
under the Agreement.

          3.  EFFECTIVENESS.  This Assignment  Agreement shall be effective upon
the execution and delivery  hereof by the parties  hereto,  and each  Applicable
Certificateholder,  by  its  acceptance  of  its  Applicable  Certificate  or  a
beneficial interest therein,  agrees to be bound by the terms of this Assignment
Agreement.

          4. PAYMENTS.  The Assignor hereby  covenants and agrees to pay over to
the Assignee,  if and when received  following  the Transfer  Date,  any amounts
(including  any sums payable as interest in respect  thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

          5. FURTHER  ASSURANCES.  The Assignor shall, at any time and from time
to time, upon the request of the Assignee, promptly and duly execute and deliver
any and all such further  instruments and documents and take such further action
as the  Assignee  may  reasonably  request to obtain the full  benefits  of this
Assignment  Agreement and of the right and powers herein  granted.  The Assignor
agrees to deliver any Applicable  Certificates,  and all Trust Property, if any,
then in the physical possession of the Assignor, to the Assignee.

          6.  REPRESENTATIONS  AND WARRANTIES.  (a) The Assignee  represents and
warrants to the Assignor and each of the Beneficiaries that:

          (i) it has all requisite  power and authority and legal right to enter
     into and carry out the  transactions  contemplated  hereby and to carry out
     and  perform  the  obligations  of the  "Pass  Through  Trustee"  under the
     Assigned Documents;


<PAGE>


          (ii) on and as of the date hereof, the  representations and warranties
     of the  Assignee  set  forth in  Section  7.15 of the Basic  Agreement  and
     Section 5.04 of the New Supplement are true and correct.

          (b) The Assignor represents and warrants to the Assignee that:

          (i) it is duly  incorporated,  validly  existing and in good  standing
     under  the laws of the  State of  Delaware  and has the full  trust  power,
     authority  and legal right under the laws of the State of Delaware  and the
     United States  pertaining to its trust and fiduciary  powers to execute and
     deliver this Assignment Agreement;

          (ii) the execution and delivery by it of this Assignment Agreement and
     the  performance  by  it  of  its  obligations  hereunder  have  been  duly
     authorized  by it and will not  violate  its  articles  of  association  or
     by-laws or the  provisions of any  indenture,  mortgage,  contract or other
     agreement to which it is a party or by which it is bound; and

          (iii) this  Assignment  Agreement  constitutes  the  legal,  valid and
     binding  obligations  of it enforceable  against it in accordance  with its
     terms,  except  as  the  same  may be  limited  by  applicable  bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     of  creditors  generally  and by  general  principles  of  equity,  whether
     considered in a proceeding at law or in equity.

          7. GOVERNING LAW. THIS  ASSIGNMENT  AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

          8.  COUNTERPARTS.  This  Assignment  Agreement  may be executed in any
number  of  counterparts,  all of  which  together  shall  constitute  a  single
instrument.  It shall not be necessary  that any  counterpart  be signed by both
parties so long as each party shall sign at least one counterpart.

          9. THIRD PARTY  BENEFICIARIES.  The Assignee  hereby  agrees,  for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained  herein are also  intended to be for the benefit of each  Beneficiary,
and each  Beneficiary  shall be deemed to be an express third party  beneficiary
with  respect  thereto,  entitled  to enforce  directly  and in its own name any
rights or claims it may have against such party as such beneficiary.


<PAGE>

          IN WITNESS  WHEREOF,  the parties  hereto,  through  their  respective
officers thereunto duly authorized, have duly executed this Assignment Agreement
as of the day and year first above written.

                                        ASSIGNOR:
                                        WILMINGTON  TRUST  COMPANY,  not  in its
                                          individual    capacity    except    as
                                          expressly  provided herein, but solely
                                          as  trustee  under  the  Pass  Through
                                          Trust  Agreement and Trust  Supplement
                                          in respect of the Continental Airlines
                                          Pass Through Trust 1997-4A-O


                                         By:____________________________________
                                            Title:


                                        ASSIGNEE:
                                        WILMINGTON  TRUST  COMPANY,  not  in its
                                          individual    capacity    except    as
                                          expressly  provided herein, but solely
                                          as  trustee  under  the  Pass  Through
                                          Trust  Agreement and Trust  Supplement
                                          in respect of the Continental Airlines
                                          Pass Through Trust 1997-4A-S


                                         By:____________________________________
                                            Title:


<PAGE>


                                   Schedule I


                         Schedule of Assigned Documents

          (1)  Intercreditor  Agreement  dated as of October  23, 1997 among the
Trustee, the Other Trustees, the Liquidity Providers, the liquidity provider, if
any,  relating to the Certificates  issued under (and as defined in) each of the
Other Agreements and the Subordination Agent.

          (2) Escrow and Paying  Agent  Agreement  (Class A) dated as of October
23, 1997 among the Escrow Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

          (3) Note  Purchase  Agreement  dated as of October  23, 1997 among the
Company, the Trustee, the Other Trustees, the Depositary,  the Escrow Agent, the
Paying Agent and the Subordination Agent.

          (4) Deposit  Agreement  (Class A) dated as of October 23, 1997 between
the Escrow Agent and the Depositary.

          (5) Each of the Operative  Agreements (as defined in the Participation
Agreement for each Aircraft) in effect as of the Transfer Date.


<PAGE>


                                   Schedule II


                            Schedule of Beneficiaries

Wilmington  Trust  Company,  not  in  its  individual  capacity  but  solely  as
Subordination Agent

Wilmington  Trust Company,  not in its individual  capacity but solely as Paying
Agent

ABN AMRO  Bank  N.V.,  acting  through  its  Chicago  branch,  and  Westdeutsche
Landesbank  Girozentrale,  acting  through  its New York  branch,  as  Liquidity
Providers

Continental Airlines, Inc.

Morgan Stanley & Co. Incorporated, as Underwriter

Credit Suisse First Boston Corporation, as Underwriter

Chase Securities Inc., as Underwriter

Salomon Brothers Inc, as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents





                                                                  EXECUTION COPY




                         TRUST SUPPLEMENT No. 1997-4A-S

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $505,951,000

                Continental Airlines Pass Through Trust 1997-4A-S

                           6.90% Continental Airlines
                           Pass Through Certificates,
                                Series 1997-4A-S


<PAGE>

          This Trust  Supplement  No.  1997-4A-S,  dated as of October  23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:
                              - - - - - - - - - -

          WHEREAS, the Basic Agreement,  unlimited as to the aggregate principal
amount of Certificates  (unless otherwise  specified  herein,  capitalized terms
used herein without  definition having the respective  meanings specified in the
Basic  Agreement) which may be issued  thereunder,  has heretofore been executed
and delivered;

          WHEREAS,  the Company  has  obtained  commitments  from Boeing for the
delivery of certain Aircraft;

          WHEREAS,  as of the Transfer Date (as defined below), the Company will
have financed the  acquisition  of all
 or a portion of such Aircraft  either (i)
through separate leveraged lease transactions,  in which case the Company leases
such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or (ii) through  separate
secured  loan  transactions,  in  which  case the  Company  owns  such  Aircraft
(collectively, the "OWNED AIRCRAFT");

          WHEREAS,  as of the Transfer Date in the case of each Leased Aircraft,
each Owner Trustee,  acting on behalf of the  corresponding  Owner  Participant,
will have issued pursuant to an Indenture,  on a non-recourse  basis,  Equipment
Notes in  order to  finance  a  portion  of its  purchase  price of such  Leased
Aircraft;

          WHEREAS,  as of the Transfer Date, in the case of each Owned Aircraft,
the Company  will have issued  pursuant to an  Indenture,  on a recourse  basis,
Equipment  Notes to  finance  a  portion  of the  purchase  price of such  Owned
Aircraft;

          WHEREAS,  as of the Transfer  Date,  the Related  Trustee will assign,
transfer  and deliver all of such  trustee's  right,  title and  interest to the
trust  property  held by the  Related  Trustee to the  Trustee  pursuant  to the
Assignment and Assumption Agreement (as defined below);

          WHEREAS,  the  Trustee,   effective  only,  but  automatically,   upon
execution  and delivery of the  Assignment  and  Assumption  Agreement,  will be
deemed to have  declared the creation of the  Continental  Airlines Pass Through
Trust  1997-4A-S  (the  "APPLICABLE  TRUST") for the  benefit of the  Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of
the Transfer Date, as the grantors of the Applicable  Trust, by their respective
acceptances of such Applicable  Certificates,  will join in the creation of this
Applicable Trust with the Trustee;


<PAGE>

          WHEREAS,  all Applicable  Certificates deemed issued by the Applicable
Trust will evidence  fractional  undivided interests in the Applicable Trust and
will convey no rights,  benefits or interests  in respect of any property  other
than the Trust Property  except for those  Applicable  Certificates  to which an
Escrow Receipt (as defined below) has been affixed;

          WHEREAS,  upon  the  execution  and  delivery  of the  Assignment  and
Assumption Agreement,  all of the conditions and requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

          WHEREAS,  this Trust  Supplement  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;

          NOW THEREFORE,  in consideration of the premises herein,  it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

          Section 1.01. THE CERTIFICATES.  The Applicable  Certificates shall be
known  as  "6.90%  Continental  Airlines  Pass  Through   Certificates,   Series
1997-4A-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

          The terms and conditions applicable to the Applicable Certificates are
as follows:

          (a) The aggregate principal amount of the Applicable Certificates that
     shall be initially  deemed issued under the Agreement shall be equal to the
     aggregate  principal  amount of  "Outstanding"  pass  through  certificates
     representing  fractional  undivided  interests in the Related  Trust on the
     Transfer Date.

          (b) The  Regular  Distribution  Dates with  respect to any  payment of
     Scheduled  Payments means January 2 and July 2 of each year,  commencing on
     January 2, 1998, until payment of all of the Scheduled  Payments to be made
     under the Equipment Notes has been made.


<PAGE>

          (c) The  Special  Distribution  Dates with  respect to the  Applicable
     Certificates  means any  Business  Day on which a Special  Payment is to be
     distributed pursuant to the Agreement.

          (d) At the Escrow  Agent's  request  under the Escrow  Agreement,  the
     Trustee shall affix the  corresponding  Escrow  Receipt to each  Applicable
     Certificate.  In any event,  any  transfer or  exchange  of any  Applicable
     Certificate  shall also effect a transfer or exchange of the related Escrow
     Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
     Applicable  Certificate shall be permitted unless the corresponding  Escrow
     Receipt is attached  thereto and also is so  transferred  or exchanged.  By
     acceptance  of any  Applicable  Certificate  to which an Escrow  Receipt is
     attached,  each Holder of such an Applicable  Certificate  acknowledges and
     accepts the restrictions on transfer of the Escrow Receipt set forth herein
     and in the Escrow Agreement.

          (e) (i) The Applicable  Certificates  shall be in the form attached as
     Exhibit A to the Related Pass Through Trust Agreement,with such appropriate
     insertions,  omissions,  substitutions and other variations as are required
     or permitted by the Related Pass Through Trust Agreement or this Agreement,
     as the case may be, or as the Trustee may deem appropriate,  to reflect the
     fact that the Applicable Certificates are being issued hereunder as opposed
     to under the Related Pass Through Trust Agreement.  Any Person acquiring or
     accepting an Applicable  Certificate,  by its acceptance of such Applicable
     Certificate or an interest therein will, by such acquisition or acceptance,
     be deemed to  represent  and  warrant to and for the  benefit of each Owner
     Participant  and the  Company  that  either (i) the  assets of an  employee
     benefit plan subject to Title I of the Employee  Retirement Income Security
     Act of 1974, as amended ("ERISA"),  or of a plan subject to Section 4975 of
     the Internal  Revenue Code of 1986, as amended (the "Code"),  have not been
     used to purchase Applicable Certificates or an interest therein or (ii) the
     purchase  and  holding  of  Applicable  Certificates  is  exempt  from  the
     prohibited  transaction  restrictions of ERISA and the Code pursuant to one
     or more prohibited transaction statutory or administrative exemptions.

               (ii)   The   Applicable    Certificates   shall   be   Book-Entry
          Certificates.

          (f) The  Applicable  Certificates  are  subject  to the  Intercreditor
     Agreement.

          (g) The  Applicable  Certificates  are entitled to the benefits of the
     Liquidity Facilities.

          (h) The Responsible Party is the Company.


<PAGE>

          (i) The  particular  "sections of the Note  Purchase  Agreement,"  for
     purposes of clause (3) of Section 7.07 of the Basic  Agreement  are Section
     8.1 (with  respect to Owned  Aircraft)  and  Section  9.1 (with  respect to
     Leased Aircraft).


                                   ARTICLE II
                                   DEFINITIONS

          Section 2.01. DEFINITIONS.  For all purposes of the Basic Agreement as
supplemented by this Trust Supplement,  the following capitalized terms have the
following meanings:

          AGREEMENT:  Means the Basic  Agreement,  as supplemented by this Trust
     Supplement.

          AIRCRAFT:  Means each of the New  Aircraft or  Substitute  Aircraft in
     respect of which a  Participation  Agreement is entered into in  accordance
     with the Note Purchase Agreement.

          APPLICABLE  CERTIFICATE:  means  any  of the  Applicable  Certificates
     issued by the Related Trust and that are  "Outstanding"  (as defined in the
     Related  Pass  Through  Trust  Agreement)  as of  the  Transfer  Date  (the
     "Transfer Date  Certificates")  and any Applicable  Certificates  issued in
     exchange therefor or replacement thereof pursuant to this Agreement.

          APPLICABLE  CERTIFICATEHOLDER:  Means  the  Person  in  whose  name an
     Applicable  Certificate  is registered  on the Register for the  Applicable
     Certificates.

          ASSIGNMENT  AND  ASSUMPTION   AGREEMENT:   Means  the  assignment  and
     assumption agreement  substantially in the form of Exhibit C to the Related
     Trust Supplement  executed and delivered in accordance with Section 7.01 of
     the Related Trust Supplement.

          BOEING: Means The Boeing Company.

          BUSINESS DAY:  Means 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,  Salt  Lake  City,  Utah or,  so long as any
     Applicable  Certificate  is  outstanding,  the city and  state in which the
     Trustee  or any Loan  Trustee  maintains  its  Corporate  Trust  Office  or
     receives and disburses funds.

          DELIVERY  NOTICE:  Has the  meaning  specified  in the  Note  Purchase
     Agreement.


<PAGE>

          DELIVERY  PERIOD  TERMINATION  DATE: Has the meaning  specified in the
     Related Pass Through Trust Agreement.

          DEPOSITS: Has the meaning specified in the Deposit Agreement.

          DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of October 23,
     1997 relating to the Applicable Certificates between the Depositary and the
     Escrow  Agent,  as the  same  may be  amended,  supplemented  or  otherwise
     modified from time to time in accordance with its terms.

          DEPOSITARY:  Means Credit  Suisse First Boston,  a Swiss bank,  acting
     through its New York branch.

          DISTRIBUTION  DATE:  Means any  Regular  Distribution  Date or Special
     Distribution Date as the context requires.

          ESCROW  AGENT:  Means,   initially,   First  Security  Bank,  National
     Association,  and  any  replacement  or  successor  therefor  appointed  in
     accordance with the Escrow Agreement.

          ESCROW AGREEMENT: Means the Escrow and Paying Agent Agreement dated as
     of October 23,  1997  relating to the  Applicable  Certificates,  among the
     Escrow Agent,  the Escrow Paying Agent,  the Related Trustee (and after the
     Transfer  Date,  the  Trustee)  and the  Underwriters,  as the  same may be
     amended, supplemented or otherwise modified from time to time in accordance
     with its terms.

          ESCROW PAYING AGENT: Means the Person acting as paying agent under the
     Escrow Agreement.

          ESCROW RECEIPT: Means the receipt substantially in the form annexed to
     the Escrow Agreement  representing a fractional  undivided  interest in the
     funds held in escrow thereunder.

          FINAL MATURITY DATE: Means July 2, 2019.

          FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

          FINAL  WITHDRAWAL  DATE:  Has  the  meaning  specified  in the  Escrow
     Agreement.

          INDENTURE:  Means each of the separate trust  indentures and mortgages
     relating to the  Aircraft,  each as  specified  or  described in a Delivery
     Notice  delivered  pursuant to the Note  Purchase  Agreement or the related


<PAGE>

     Participation  Agreement,  in  each  case  as  the  same  may  be  amended,
     supplemented or otherwise modified from time to time in accordance with its
     terms.

          INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as of
     October 23, 1997 among the Related  Trustee (and after the  Transfer  Date,
     the Trustee),  the Related Other Trustees (and after the Transfer Date, the
     Other Trustees),  the Liquidity Providers, the liquidity providers relating
     to the  Certificates  issued  under (and as defined in) each of the Related
     Other Agreements,  and Wilmington Trust Company, as Subordination Agent and
     as trustee thereunder, as amended,  supplemented or otherwise modified from
     time to time in accordance with its terms.

          INVESTORS:   Means  the  Underwriters  together  with  all  subsequent
     beneficial owners of the Applicable Certificates.

          LEASE: Means, with respect to each Leased Aircraft,  the 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.

          LEASED  AIRCRAFT:  Has the meaning  specified in the third  recital to
     this Trust Supplement.

          LIQUIDITY FACILITIES:  Means, initially,  each of the Revolving Credit
     Agreements  dated  as of  October  23,  1997  relating  to  the  Applicable
     Certificates, between a Liquidity Provider and Wilmington Trust Company, as
     the  Subordination  Agent,  as agent and trustee for the Applicable  Trust,
     and,  from and after the  replacement  of such  Agreement  pursuant  to the
     Intercreditor  Agreement,  the replacement  liquidity facility therefor, in
     each case as amended,  supplemented or otherwise modified from time to time
     in accordance with their respective terms.

          LIQUIDITY  PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V.,  acting
     through its  Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
     acting  through its New York branch,  and any  replacements  or  successors
     therefor appointed in accordance with the Intercreditor Agreement.

          NEW  AIRCRAFT:   Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          NOTE  DOCUMENTS:  With respect to any  Equipment  Note,  means (i) the
     Indenture and the Participation  Agreement relating to such Equipment Note,
     and (ii) in the case of any  Equipment  Note related to a Leased  Aircraft,
     the Lease relating to such Leased Aircraft.


<PAGE>

          NOTE PURCHASE AGREEMENT: Means the Note Purchase Agreement dated as of
     October 23, 1997 among the Related  Trustee (and after the  Transfer  Date,
     the Trustee),  the Related Other Trustees (and after the Transfer Date, the
     Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and
     the  Subordination  Agent,  as the same  may be  amended,  supplemented  or
     otherwise modified from time to time, in accordance with its terms.

          OTHER  AGREEMENTS:  Means (i) the Basic  Agreement as  supplemented by
     Trust   Supplement  No.   1997-4B-S  dated  the  date  hereof  relating  to
     Continental  Airlines  Pass  Through  Trust  1997-4B-S  and (ii) the  Basic
     Agreement as supplemented by Trust  Supplement No. 1997-4C-S dated the date
     hereof relating to Continental Airlines Pass Through Trust 1997-4C-S.

          OTHER TRUSTEES: Means the trustees under the Other Agreements, and any
     successor or other trustee appointed as provided therein.

          OTHER  TRUSTS:  Means the  Continental  Airlines  Pass  Through  Trust
     1997-4B-S and Continental Airlines Pass Through Trust 1997-4C-S, created by
     the Other Pass Through Trust Agreements.

          OUTSTANDING: when used with respect to Applicable Certificates, means,
     as of the date of determination,  all Transfer Date  Certificates,  and all
     other Applicable Certificates theretofore authenticated and delivered under
     this Agreement, in each case except:

          (i) Applicable  Certificates  theretofore canceled by the Registrar or
     delivered to the Trustee or the Registrar for cancellation;

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

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

          OWNED AIRCRAFT: Has the meaning specified in the third recital to this
     Trust Supplement.


<PAGE>

          OWNER  PARTICIPANT:  With respect to any Equipment  Note relating to a
     Leased  Aircraft,  means the  "Owner  Participant"  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: With respect to any Equipment Note relating to a Leased
     Aircraft,  means the  "Owner  Trustee",  as  referred  to in the  Indenture
     pursuant  to which such  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 Indentures.

          PARTICIPATION  AGREEMENT:  Means each  Participation  Agreement  to be
     entered into by the Trustee pursuant to the Note Purchase Agreement, as the
     same may be amended,  supplemented or otherwise modified in accordance with
     its terms.

          POOL BALANCE:  Means, as of any date, (i) the original  aggregate face
     amount of the  "Applicable  Certificates"  as defined in the  Related  Pass
     Through Trust  Agreement,  less (ii) the  aggregate  amount of all payments
     made in respect of such  Certificates  or in respect of Deposits 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 any
     special distribution with respect to unused Deposits,  payment of principal
     on the Equipment Notes or payments with respect to other Trust Property and
     the distribution thereof to be made on that date.

          POOL FACTOR: Means, as of any Distribution Date, the quotient (rounded
     to the seventh  decimal place) computed by dividing (i) the Pool Balance by
     (ii) the original aggregate face amount of the "Applicable Certificates" as
     defined in the Related Pass Through Trust Agreement.  The Pool Factor as of
     any Distribution  Date shall be computed after giving effect to any special
     distribution  with  respect  unused  Deposits,  payment of principal on the
     Equipment  Notes or payments  with respect to other Trust  Property and the
     distribution thereof to be made on that date.

          PROSPECTUS  SUPPLEMENT:  Means the Prospectus Supplement dated October
     16, 1997 relating to the offering of the Certificates.

          RELATED  OTHER  PASS  THROUGH  TRUST  AGREEMENTS:   Means  the  "Other
     Agreements" as defined in the Related Pass Through Trust Agreement.

          RELATED OTHER TRUSTEES:  Means the "Other  Trustees" as defined in the
     Related Pass Through Trust Agreement.


<PAGE>

          RELATED  OTHER  TRUSTS:  Means the  "Other  Trusts"  as defined in the
     Related Pass Through Trust Agreement.

          RELATED PASS THROUGH  TRUST  AGREEMENT:  Means the Basic  Agreement as
     supplemented  by the Trust  Supplement No.  1997-4A-O dated the date hereof
     (the "RELATED PASS THROUGH TRUST SUPPLEMENT"),  relating to the Continental
     Airlines Pass Through  Trust  1997-4A-O and entered into by the Company and
     the Trustee,  as amended,  supplemented or otherwise  modified from time to
     time in accordance with its terms.

          RELATED TRUST:  Means the  Continental  Pass Through Trust  1997-4A-O,
     formed under the Related Pass Through Trust Agreement.

          RELATED  TRUSTEE:  Means the trustee  under the Related  Pass  Through
     Trust Agreement.

          SPECIAL REDEMPTION  PREMIUM:  Means the premium payable by the Company
     in respect of the Final Withdrawal pursuant to the Note Purchase Agreement.

          SPECIAL PAYMENT: Means 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) or Special Redemption Premium.

          SUBSTITUTE  AIRCRAFT:  Has the meaning  specified in the Note Purchase
     Agreement.

          TRANSFER  DATE:  Means the moment of  execution  and  delivery  of the
     Assignment and Assumption Agreement by each of the parties thereto.

          TRANSFER DATE CERTIFICATE: Has the meaning specified in the definition
     of "Applicable Certificates".

          TRIGGERING  EVENT:  Has  the  meaning  assigned  to  such  term in the
     Intercreditor Agreement.

          TRUST PROPERTY:  Means (i) subject to the Intercreditor Agreement, the
     Equipment Notes held as the property of the Applicable 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  Certificate  Account  and the
     Special Payments Account and, subject to the Intercreditor  Agreement,  any
     proceeds  from the sale by the Trustee  pursuant to Article VI of the Basic
     Agreement of any  Equipment  Note and (iii) all rights of the Trust and the
     Trustee,  on  behalf  of the  Applicable  Trust,  under  the  Intercreditor


<PAGE>

     Agreement,  the  Escrow  Agreement,  the Note  Purchase  Agreement  and the
     Liquidity Facilities,  including, without limitation, all rights to receive
     certain payments  thereunder,  and all monies paid to the Trustee on behalf
     of the  Applicable  Trust  pursuant to the  Intercreditor  Agreement or the
     Liquidity Facilities,  PROVIDED that rights with respect to the Deposits or
     under the Escrow Agreement, will not constitute Trust Property.

          UNDERWRITERS:  Means, collectively, Morgan Stanley & Co. Incorporated,
     Credit Suisse First Boston  Corporation,  Chase Securities Inc. and Salomon
     Brothers Inc.

          UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated October
     16, 1997 among the  Underwriters,  the Company and the  Depositary,  as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          Section  3.01.  ADDITIONS  TO  ARTICLE IV OF THE BASIC  AGREEMENT.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

          (a) Upon the  payment of  Special  Redemption  Premium to the  Trustee
     under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall
     immediately deposit the aggregate amount of such Special Redemption Premium
     in the Special Payments Account;

          (b) The  distribution  of  amounts of  Special  Redemption  Premium as
     provided  for in  Section  4.02(b) of the Basic  Agreement  shall be on the
     Special  Distribution  Date with respect to such Special Payment or as soon
     thereafter  as the Trustee  has  confirmed  receipt of the related  Special
     Redemption Premium;

          (c) In the event of the payment of a Special Redemption Premium by the
     Company  to the  Trustee  under the Note  Purchase  Agreement,  the  notice
     provided  for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
     together  with the notice by the Escrow  Paying Agent under Section 2.06 of
     the  Escrow  Agreement,  not  less  than  15  days  prior  to  the  Special
     Distribution Date for such amount, which Special Distribution Date shall be
     the Final Withdrawal Date; and


<PAGE>

          (d) The last sentence of the first paragraph of Section 4.02(c) of the
     Basic  Agreement  shall apply  equally if the amount of Special  Redemption
     Premium,  if any,  has not ben  calculated  at the time the  Trustee  mails
     notice of a Special Payment.

          Section   3.02.   STATEMENTS  TO   CERTIFICATEHOLDERS.   (a)  On  each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

          (i) the aggregate  amount of funds  distributed  on such  Distribution
     Date under the Agreement  and under the Escrow  Agreement,  indicating  the
     amount allocable to each source;

          (ii) the amount of such distribution under the Agreement  allocable to
     principal  and the amount  allocable  to  premium  (including  the  Special
     Redemption Premium), if any;

          (iii) the amount of such distribution under the Agreement allocable to
     interest;

          (iv) the  amount  of such  distribution  under  the  Escrow  Agreement
     allocable to interest;

          (v) the  amount  of  such  distribution  under  the  Escrow  Agreement
     allocable to Deposits; and

          (vi) the Pool Balance and the Pool Factor.

          With respect to the Applicable  Certificates registered in the name of
a Clearing  Agency,  on the Record  Date prior to each  Distribution  Date,  the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such Record Date. On each Distribution  Date, the 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 Applicable Certificates.

          (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


<PAGE>

furnish  to each  Person  who at any  time  during  such  calendar  year  was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  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 Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

          (c) Promptly  following  (i) the Transfer  Date, if there has been any
change in the  information set forth in clauses (x), (y) and (z) below from that
set  forth  in page  S-51 of the  Prospectus  Supplement,  and  (ii)  any  early
redemption  or  purchase  of, or any  default  in the  payment of  principal  or
interest in respect of, any of the Equipment Notes held in the Applicable Trust,
or any Final  Withdrawal,  the Trustee  shall furnish to  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency, on the Transfer Date, the Trustee will request from such Clearing Agency
a securities  position  listing  setting forth the names of all Clearing  Agency
Participants  reflected on such Clearing  Agency's books as holding interests in
the  "Applicable  Certificates"  (as defined in the Related Pass  Through  Trust
Agreement)  on such date.  The 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 Applicable Certificates.

          (d) This Section  3.02  supersedes  and  replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

          Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) By acceptance
of its Applicable Certificate,  each Applicable Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering Event,


<PAGE>

          (i) each Class B  Certificateholder  shall have the right to  purchase
     all, but not less than all, of the Applicable  Certificates  upon ten days'
     written  notice to the Trustee  and each other  Class B  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   B    Certificateholder    notifies   such   purchasing    Class   B
     Certificateholder  that  such  other  Class B  Certificateholder  wants  to
     participate in such purchase, then such other Class B Certificateholder may
     join with the purchasing Class B Certificateholder to purchase all, but not
     less  than  all,  of the  Applicable  Certificates  pro  rata  based on the
     Fractional  Undivided Interest in the Class B Trust held by each such Class
     B Certificateholder  and (B) if prior to the end of such ten-day period any
     other  Class B  Certificateholder  fails to notify the  purchasing  Class B
     Certificateholder  of such  other  Class B  Certificateholder's  desire  to
     participate in such a purchase,  then such other Class B  Certificateholder
     shall lose its right to purchase the  Applicable  Certificates  pursuant to
     this Section 4.01(a);

          (ii) each Class C Certificateholder  shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) above) to purchase all, but not less than all, of the Applicable
     Certificates and the Class B Certificates  upon ten days' written notice to
     the Trustee,  the Class B Trustee and each other Class C Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   C    Certificateholder    notifies   such   purchasing    Class   C
     Certificateholder  that  such  other  Class C  Certificateholder  wants  to
     participate in such purchase, then such other Class C Certificateholder may
     join with the purchasing Class C Certificateholder to purchase all, but not
     less than all, of the Applicable  Certificates and the Class B Certificates
     pro rata based on the  Fractional  Undivided  Interest in the Class C Trust
     held by each such Class C Certificateholder  and (B) if prior to the end of
     such ten-day period any other Class C Certificateholder fails to notify the
     purchasing   Class   C   Certificateholder    of   such   other   Class   C
     Certificateholder's  desire to  participate  in such a purchase,  then such
     other  Class C  Certificateholder  shall  lose its  right to  purchase  the
     Applicable Certificates pursuant to this Section 4.01(a)

          (iii) each Class D Certificateholder shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) or (ii)  above) to purchase  all,  but not less than all, of the
     Applicable  Certificates,   the  Class  B  Certificates  and  the  Class  C
     Certificates  upon ten days'  written  notice to the  Trustee,  the Class B
     Trustee,  the Class C Trustee  and each  other  Class D  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   D    Certificateholder    notifies   such   purchasing    Class   D
     Certificateholder  that  such  other  Class D  Certificateholder  wants  to
     participate in such purchase, then such other Class D Certificateholder may
     join with the purchasing Class D Certificateholder to purchase all, but not
     less than all, of the Applicable Certificates, the Class B Certificates and
     the  Class C  Certificates  pro  rata  based  on the  Fractional  Undivided


<PAGE>

     Interest  in the Class D Trust held by each such Class D  Certificateholder
     and (B) if  prior  to the end of such  ten-day  period  any  other  Class D
     Certificateholder  fails to notify the purchasing Class D Certificateholder
     of such other Class D  Certificateholder's  desire to participate in such a
     purchase, then such other Class D Certificateholder shall lose its right to
     purchase the Applicable Certificates pursuant to this Section 4.01(a).

          The purchase price with respect to the Applicable  Certificates  shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  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 Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) 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  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class B Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof 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  4.01(a).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic  Agreement,  upon payment  from such Class B  Certificateholder(s),
Class C Certificateholder(s)  or Class D  Certificateholder(s),  as the case may
be, of the  purchase  price set forth in the first  sentence of this  paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without
recourse,  representation  or warranty of any kind except for its own acts), all
of  the   right,   title,   interest   and   obligation   of   such   Applicable
Certificateholder  in  this  Agreement,   the  Escrow  Agreement,   the  Deposit
Agreement,  the  Intercreditor  Agreement,  the Liquidity  Facilities,  the Note
Documents  and all  Applicable  Certificates  and Escrow  Receipts  held by such
Applicable  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 purchaser  shall assume
all of such Applicable Certificateholder's obligations under this Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all such Applicable  Certificates


<PAGE>

and Escrow Receipts. The Applicable  Certificates will be deemed to be purchased
on the date payment of the purchase price is made notwithstanding the failure of
the Applicable  Certificateholders  to deliver any Applicable  Certificates and,
upon such a purchase,  (i) the only rights of the Applicable  Certificateholders
will be to deliver the Applicable  Certificates to the  purchaser(s) and receive
the purchase price for such Applicable Certificates and (ii) if the purchaser(s)
shall so request,  such  Applicable  Certificateholder  will comply with all the
provisions  of Section  3.04 of the Basic  Agreement  to enable  new  Applicable
Certificates  to be issued to the  purchaser 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 purchaser thereof.

          As used in this Section 4.01,  the terms "Class B  Certificateholder",
"Class  B  Trust",   "Class  B  Certificate",   "Class  B  Trustee",   "Class  C
Certificate",  "Class C Certificateholder",  "Class C Trust", "Class C Trustee",
"Class D  Certificateholder"  and  "Class D Trust",  shall  have the  respective
meanings assigned to such terms in the Intercreditor Agreement.

          (b) This Section 4.01  supersedes and replaces  Section 6.01(b) of the
Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

          Section 5.01. ACQUISITION OF TRUST PROPERTY. (a) The Trustee is hereby
irrevocably  authorized  and directed to execute and deliver the  Assignment and
Assumption  Agreement on the date specified in Section 7.01 of the Related Trust
Supplement, subject only to the satisfaction of the conditions set forth in said
Section 7.01. This Agreement (except only for the immediately preceding sentence
hereof,  which is effective  upon  execution  and delivery  hereof) shall become
effective  upon the  execution  and delivery of the  Assignment  and  Assumption
Agreement by the Trustee and the Related Trustee,  automatically and without any
further  signature  or action on the part of the  Company and the  Trustee,  and
shall  thereupon  constitute  the legal,  valid and  binding  obligation  of the
parties hereto enforceable against each of the parties hereto in accordance with
its terms.  Upon such  execution and delivery of the  Assignment  and Assumption
Agreement,   the   Related   Trust   shall   be   terminated,   the   Applicable
Certificateholders shall receive beneficial interests in the Applicable Trust in
exchange  for their  interests  in the Related  Trust equal to their  respective
beneficial  interests in the Related Trust and the  "Outstanding" (as defined in
the Related Pass Through Trust Agreement) pass through certificates representing
fractional  undivided  interests  in the  Related  Trust shall be deemed for all
purposes of this Agreement,  without further signature or action of any party or
Certificateholder, to be Certificates representing the same Fractional Undivided


<PAGE>

Interests  in the Trust and Trust  Property.  By  acceptance  of its  Applicable
Certificate,  each  Applicable  Certificateholder  consents to and ratifies such
assignment,  transfer and delivery of the trust property of the Related Trust to
the Trustee upon the execution  and delivery of the  Assignment  and  Assumption
Agreement.  The  provisions  of this Section  5.01(a)  supersede and replace the
provisions of Section 2.02 of the Basic Agreement (which are inapplicable to the
Trust), and all provisions of the Basic Agreement relating to Postponed Notes or
Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust.

          (b) The Trustee, upon the execution and delivery of the Assignment and
Assumption  Agreement,  acknowledges  its  acceptance  of all  right,  title and
interest in and to the Trust  Property and declares  that the Trustee  holds and
will hold such right, title and interest for the benefit of all then present and
future  Applicable  Certificateholders,  upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable  Certificate issued to
it under the Related Pass Through  Trust  Agreement and deemed issued under this
Agreement,  each  Holder of any such  Applicable  Certificate  as grantor of the
Applicable Trust thereby joins in the creation and declaration of the Applicable
Trust.  The  provisions  of this  Section  5.01(b)  supersede  and  replace  the
provisions of Section 2.03 of the Basic Agreement (which are inapplicable to the
Trust).

          Section 5.02. [Intentionally Omitted]

          Section 5.03.  THE TRUSTEE.  (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

          (b) Except as herein otherwise provided,  no duties,  responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

          Section  5.04.  REPRESENTATIONS  AND  WARRANTIES  OF THE TRUSTEE.  The
Trustee hereby represents and warrants, on the Transfer Date, that:

          (a) the Trustee has full power,  authority  and legal right to receive
     the Trust Property assigned by the Related Trustee,  assume the obligations


<PAGE>

     under,  and perform,  the Assignment and Assumption  Agreement,  this Trust
     Supplement,  the Intercreditor Agreement, the Escrow Agreement and the Note
     Documents  and has taken all  necessary  action to authorize  such receipt,
     assumption   and   performance  by  it  of  this  Trust   Supplement,   the
     Intercreditor  Agreement,  the Escrow  Agreement and the Note  Documents to
     which it is a party;

          (b) the  receipt  of the  Trust  Property  under  the  Assignment  and
     Assumption  Agreement and the  performance by the Trustee of the Assignment
     and  Assumption  Agreement,   this  Trust  Supplement,   the  Intercreditor
     Agreement, the Escrow Agreement and the Note Documents (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;

          (c) the  receipt  of the  Trust  Property  under  the  Assignment  and
     Assumption  Agreement and the  performance by the Trustee of the Assignment
     and  Assumption  Agreement,   this  Trust  Supplement,   the  Intercreditor
     Agreement, the Escrow Agreement and the Note Documents 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 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

          (d) The Assignment and Assumption Agreement has been duly executed and
     delivered  by the  Trustee  and this Trust  Supplement,  the  Intercreditor
     Agreement,  the Escrow  Agreement and the Note Documents have been, or will
     be,  as  applicable,  duly  executed  and  delivered  by  the  Trustee  and
     constitute, or will constitute, as applicable, 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.


<PAGE>

          Section 5.05.  TRUSTEE LIENS.  The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS

          Section   6.01.    SUPPLEMENTAL    AGREEMENTS   WITHOUT   CONSENT   OF
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into
one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

          Section    6.02.    SUPPLEMENTAL    AGREEMENTS    WITH    CONSENT   OF
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


<PAGE>

                                   ARTICLE VII
                              TERMINATION OF TRUST

          Section 7.01.  TERMINATION  OF THE  APPLICABLE  TRUST.  The respective
obligations and  responsibilities of the Company and the Trustee with respect to
the Applicable  Trust shall  terminate upon the  distribution  to all Applicable
Certificateholders  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;  PROVIDED, HOWEVER, that in no event shall the Applicable
Trust  continue  beyond one hundred ten (110)  years  following  the date of the
earliest execution of this Trust Supplement.

          Notice of any termination, specifying the Distribution Date upon which
the Applicable Certificateholders may surrender their Applicable Certificates to
the Trustee for payment of the final  distribution  and  cancellation,  shall be
mailed promptly by the Trustee to Applicable Certificateholders not earlier than
the  60th  day and not  later  than the  15th  day  next  preceding  such  final
Distribution  Date specifying (A) the Distribution  Date upon which the proposed
final payment of the Applicable  Certificates will be made upon presentation and
surrender  of  Applicable  Certificates  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  Distribution  Date is not
applicable,  payments  being made only upon  presentation  and  surrender of the
Applicable  Certificates  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  Applicable  Certificateholders.   Upon  presentation  and
surrender of the Applicable  Certificates  in accordance  with such notice,  the
Trustee  shall cause to be  distributed  to Applicable  Certificateholders  such
final payments.

          In the event that all of the Applicable  Certificateholders  shall not
surrender their Applicable 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  Applicable  Certificateholders  to
surrender their  Applicable  Certificates for cancellation and receive the final
distribution  with respect thereto.  No additional  interest shall accrue on the
Applicable  Certificates  after the  Distribution  Date  specified  in the first
written notice.  In the event that any money held by the Trustee for the payment
of distributions on the Applicable  Certificates  shall remain unclaimed for two
years (or such lesser time as the Trustee shall be satisfied,  after sixty 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, the Owner Participants and the Company.


<PAGE>

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

          Section 8.01.  BASIC AGREEMENT  RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

          Section 8.02.  GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF NEW YORK.

          Section 8.03. EXECUTION IN COUNTERPARTS.  This Trust Supplement may be
executed in any number of counterparts,  each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

          Section 8.04. INTENTION OF PARTIES. The parties hereto intend that the
Applicable 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.  Each  Applicable  Certificateholder  and  Investor,  by  its
acceptance  of its  Applicable  Certificate  or a beneficial  interest  therein,
agrees to treat the  Applicable  Trust as a grantor trust for all U.S.  federal,
state  and local  income  tax  purposes.  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 Company and the Trustee have caused this Trust
Supplement  to be duly  executed  by  their  respective  officers  thereto  duly
authorized, as of the day and year first written above.

                                         CONTINENTAL AIRLINES, INC.


                                         By:____________________________________
                                            Name:  Gerald Laderman
                                            Title:  Vice President



                                         WILMINGTON TRUST COMPANY,
                                           as Trustee


                                         By:____________________________________
                                            Name:
                                            Title:



                                                                  EXECUTION COPY






                         TRUST SUPPLEMENT No. 1997-4B-O

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $134,937,000

                Continental Airlines Pass Through Trust 1997-4B-O

                           6.90% Continental Airlines
                           Pass Through Certificates,
                                Series 1997-4B-O





<PAGE>


            This Trust  Supplement No.  1997-4B-O,  dated as of October 23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:

            WHEREAS,  the  Basic  Agreement,   unlimited  as  to  the  aggregate
principal amount of Certificates (unless otherwise specified herein, capitalized
terms used herein without definition having the respective meanings specified in
the Basic  Agreement)  which  may be  issued  thereunder,  has  heretofore  been
executed and delivered;

            WHEREAS,  the Company has obtained  commitments  from Boeing for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance the acquisition of each such
Aircraft either (i) through separate
 leveraged lease transactions, in which case
the Company will lease such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or
(ii) through separate secured loan transactions,  in which case the Company will
own such Aircraft (collectively, the "OWNED AIRCRAFT");

            WHEREAS,  in the case of each Leased  Aircraft,  each Owner Trustee,
acting on behalf of the corresponding Owner Participant,  will issue pursuant to
an Indenture,  on a non-recourse  basis,  Equipment  Notes in order to finance a
portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft,  the Company will issue
pursuant to an  Indenture,  on a recourse  basis,  Equipment  Notes to finance a
portion of the purchase price of such Owned Aircraft;

            WHEREAS,   the  Trustee   hereby   declares  the  creation  of  this
Continental  Airlines Pass Through Trust 1997-4B-O (the "APPLICABLE  TRUST") for
the benefit of the  Applicable  Certificateholders,  and the initial  Applicable
Certificateholders  as the grantors of the Applicable Trust, by their respective
acceptances  of  the  Applicable  Certificates,  join  in  the  creation  of the
Applicable Trust with the Trustee;

            WHEREAS,  all Certificates to be issued by the Applicable Trust will
evidence fractional  undivided interests in the Applicable Trust and will convey
no rights, benefits or interests in respect of any property other than the Trust
Property  except  for those  Certificates  to which an Escrow  Receipt  has been
affixed;



<PAGE>

            WHEREAS,    the   Escrow   Agent   and   the    Underwriters    have
contemporaneously  herewith  entered  into an Escrow  Agreement  with the Escrow
Paying Agent  pursuant to which the  Underwriters  have  delivered to the Escrow
Agent  the  proceeds  from  the  sale of the  Applicable  Certificates  and have
irrevocably  instructed  the Escrow  Agent to  withdraw  and pay funds from such
proceeds  upon  request  and proper  certification  by the  Trustee to  purchase
Equipment  Notes as the  Aircraft  are  delivered  by Boeing  under the Aircraft
Purchase  Agreement from time to time prior to the Delivery  Period  Termination
Date;

            WHEREAS,   the   Escrow   Agent   on   behalf   of  the   Applicable
Certificateholders  has  contemporaneously   herewith  entered  into  a  Deposit
Agreement with the Depositary under which the Deposits  referred to therein will
be made and from which it will  withdraw  funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;

            WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "AGREEMENT") and the Note Purchase
Agreement,  upon or shortly  following  delivery of an Aircraft,  the Trustee on
behalf  of  the  Applicable  Trust,  using  funds  withdrawn  under  the  Escrow
Agreement,  shall purchase one or more Equipment  Notes having the same interest
rate as, and final  maturity date not later than the final Regular  Distribution
Date of,  the  Applicable  Certificates  issued  hereunder  and shall  hold such
Equipment Notes in trust for the benefit of the Applicable Certificateholders;

            WHEREAS,  all of the conditions and  requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

            WHEREAS,  this Trust  Supplement 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;

            NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

            Section 1.01. THE CERTIFICATES.  There is hereby created a series of
Certificates to be issued under the Agreement to be  distinguished  and known as


<PAGE>

"6.90%  Continental  Airlines  Pass  Through  Certificates,   Series  1997-4B-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

            The terms and conditions  applicable to the Applicable  Certificates
are as follows:

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be  authenticated  under the Agreement  (except for  Applicable
      Certificates  authenticated and delivered  pursuant to Sections 3.03, 3.04
      and 3.06 of the Basic Agreement) is $134,937,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means January 2 and July 2 of each year,  commencing on
      January 2, 1998, until payment of all of the Scheduled Payments to be made
      under the Equipment Notes has been made.

            (c) The Special  Distribution  Dates with respect to the  Applicable
      Certificates  means any Business  Day on which a Special  Payment is to be
      distributed pursuant to the Agreement.

            (d) At the Escrow Agent's  request under the Escrow  Agreement,  the
      Trustee shall affix the  corresponding  Escrow Receipt to each  Applicable
      Certificate.  In any event,  any  transfer or  exchange of any  Applicable
      Certificate shall also effect a transfer or exchange of the related Escrow
      Receipt.  Prior to the Final  Withdrawal  Date, no transfer or exchange of
      any Applicable  Certificate  shall be permitted  unless the  corresponding
      Escrow  Receipt  is  attached  thereto  and  also  is  so  transferred  or
      exchanged.  By acceptance of any Applicable Certificate to which an Escrow
      Receipt  is  attached,  each  Holder  of  such an  Applicable  Certificate
      acknowledges  and  accepts  the  restrictions  on  transfer  of the Escrow
      Receipt set forth herein and in the Escrow Agreement.

            (e) (i) The  Applicable  Certificates  shall be in the form attached
      hereto as Exhibit A. Any  Person  acquiring  or  accepting  an  Applicable
      Certificate  or  an  interest   therein  will,  by  such   acquisition  or
      acceptance,  be deemed to represent  and warrant to and for the benefit of
      each Owner  Participant  and the Company  that either (i) the assets of an
      employee benefit plan subject to Title I of the Employee Retirement Income
      Security  Act of 1974,  as  amended  ("ERISA"),  or of a plan  subject  to
      Section  4975 of the  Internal  Revenue  Code of  1986,  as  amended  (the
      "Code"),  have not been used to  purchase  Applicable  Certificates  or an
      interest   therein  or  (ii)  the  purchase  and  holding  of   Applicable


<PAGE>

      Certificates  is exempt from the prohibited  transaction  restrictions  of
      ERISA  and  the  Code  pursuant  to one  or  more  prohibited  transaction
      statutory or administrative exemptions.

            (ii) The Applicable  Certificates  shall be Book-Entry  Certificates
      and  shall  be  subject  to the  conditions  set  forth in the  Letter  of
      Representations  between  the  Company and the  Clearing  Agency  attached
      hereto as Exhibit B.

            (f) The  Applicable  Certificates  are subject to the  Intercreditor
      Agreement, the Deposit Agreement, and the Escrow Agreement.

            (g)  The  Applicable  Certificates  will  have  the  benefit  of the
      Liquidity Facility.

            (h)   The Responsible Party is the Company.

            (i) The particular  "sections of the Note Purchase  Agreement",  for
      purposes of clause (3) of Section 7.07 of the Basic Agreement, are Section
      8.1 (with  respect to Owned  Aircraft)  and Section  9.1 (with  respect to
      Leased Aircraft) of each Note Purchase Agreement.


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings:

            AGREEMENT:  Has the meaning specified in the recitals hereto.

            AIRCRAFT:  Means each of the New Aircraft or Substitute  Aircraft in
      respect of which a  Participation  Agreement is entered into in accordance
      with the Note Purchase Agreement.

            AIRCRAFT PURCHASE  AGREEMENT:  Has the meaning specified in the Note
      Purchase Agreement.

            APPLICABLE  CERTIFICATEHOLDER:  Means the  Person  in whose  name an
      Applicable  Certificate  is registered on the Register for the  Applicable
      Certificates.

            APPLICABLE  DELIVERY  DATE:  Has the  meaning  specified  in Section
      5.01(b) of this Trust Supplement.



<PAGE>

            APPLICABLE  PARTICIPATION  AGREEMENT:  Has the meaning  specified in
      Section 5.01(b) of this Trust Supplement.

            ASSIGNMENT  AND  ASSUMPTION  AGREEMENT:  Means  the  assignment  and
      assumption  agreement  substantially  in the  form  of  Exhibit  C  hereto
      executed  and  delivered  in  accordance  with  Section 7.01 of this Trust
      Supplement.

            BOEING:  Means The Boeing Company.

            BUSINESS DAY: Means 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,  Salt  Lake  City,  Utah or, so long as any
      Applicable  Certificate  is  outstanding,  the city and state in which the
      Trustee  or any Loan  Trustee  maintains  its  Corporate  Trust  Office or
      receives and disburses funds.

            CUT-OFF  DATE:   Means  the  earlier  of  (a)  the  Delivery  Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            DELIVERY  DATE:  Has the  meaning  specified  in the  Note  Purchase
      Agreement.

            DELIVERY  NOTICE:  Has the meaning  specified  in the Note  Purchase
      Agreement.

            DELIVERY PERIOD  TERMINATION DATE: Means the earlier of (a) December
      31, 1998,  or, if the Equipment  Notes relating to all of the New Aircraft
      (or  Substitute  Aircraft in lieu thereof) have not been  purchased by the
      Applicable  Trust and the Other Trusts on or prior to such date due to any
      reason  beyond  the  control  of the  Company  and not  occasioned  by the
      Company's  fault or negligence,  May 31, 1999  (PROVIDED  that, if a labor
      strike  occurs  at  Boeing  on or prior to  either  or both of such  dates
      referred  to in this clause (a),  such date or dates on or  following  the
      commencement of such strike shall be extended by adding thereto the number
      of days that such  strike  continued  in effect) and (b) the date on which
      Equipment  Notes  issued  with  respect  to all of the  New  Aircraft  (or
      Substitute Aircraft in lieu thereof) have been purchased by the Applicable
      Trust and the Other Trusts in accordance with the Note Purchase Agreement.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT  AGREEMENT:  Means the Deposit Agreement dated as of October
      23, 1997 relating to the  Applicable  Certificates  between the Depositary
      and  the  Escrow  Agent,  as the  same  may be  amended,  supplemented  or
      otherwise modified from time to time in accordance with its terms.



<PAGE>

            DEPOSITARY:  Means Credit Suisse First Boston, New York branch.

            DISTRIBUTION  DATE: Means any Regular  Distribution  Date or Special
      Distribution Date as the context requires.

            ESCROW  AGENT:  Means,  initially,  First  Security  Bank,  National
      Association,  and any  replacement  or  successor  therefor  appointed  in
      accordance with the Escrow Agreement.

            ESCROW AGREEMENT:  Means the Escrow and Paying Agent Agreement dated
      as of October 23, 1997 relating to the Applicable Certificates,  among the
      Escrow Agent,  the Escrow Paying Agent, the Trustee and  Underwriters,  as
      the same may be amended,  supplemented or otherwise  modified from time to
      time in accordance with its terms.

            ESCROW PAYING  AGENT:  Means the Person acting as paying agent under
      the Escrow Agreement.

            ESCROW RECEIPT:  Means the receipt substantially in the form annexed
      to the Escrow Agreement  representing a fractional  undivided  interest in
      the funds held in escrow thereunder.

            FINAL MATURITY DATE:  Means July 2, 2018.

            FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

            FINAL  WITHDRAWAL  DATE:  Has the  meaning  specified  in the Escrow
      Agreement.

            FINAL WITHDRAWAL  NOTICE:  Has the meaning specified in Section 5.02
      of this Trust Supplement.

            INDENTURE: Means each of the separate trust indentures and mortgages
      relating to the  Aircraft,  each as  specified  or described in a Delivery
      Notice  delivered  pursuant to the Note Purchase  Agreement or the related
      Participation  Agreement,  in  each  case  as the  same  may  be  amended,
      supplemented  or otherwise  modified from time to time in accordance  with
      its terms.



<PAGE>

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of October 23, 1997 among the Trustee,  the Other Trustees,  the Liquidity
      Providers,  the liquidity  providers  relating to the Certificates  issued
      under (and as defined  in) each of the Other  Agreements,  and  Wilmington
      Trust  Company,  as  Subordination  Agent and as  trustee  thereunder,  as
      amended,   supplemented  or  otherwise  modified  from  time  to  time  in
      accordance with its terms.

            INVESTORS:  Means  the  Underwriters  together  with all  subsequent
      beneficial owners of the Applicable Certificates.

            LEASE:  Means,  with  respect  to each  Leased  Aircraft,  the 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.

            LEASED AIRCRAFT:  Has the meaning  specified in the third recital to
      this Trust Supplement.

            LIQUIDITY FACILITIES: Means, initially, each of the Revolving Credit
      Agreements  dated  as of  October  23,  1997  relating  to the  Applicable
      Certificates, between a Liquidity Provider and Wilmington Trust Company as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V., acting
      through its Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
      acting  through its New York branch,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW  AIRCRAFT:  Has  the  meaning  specified  in the  Note  Purchase
      Agreement.

            NOTE DOCUMENTS:  With respect to any Equipment  Note,  means (i) the
      Indenture and the Participation Agreement relating to such Equipment Note,
      and (ii) in the case of any Equipment  Note related to a Leased  Aircraft,
      the Lease relating to such Leased Aircraft.

            NOTE PURCHASE AGREEMENT:  Means the Note Purchase Agreement dated as
      of October 23, 1997 among the Trustee,  the Other  Trustees,  the Company,
      the Escrow  Agent,  the Escrow Paying Agent and the  Subordination  Agent,
      providing for, among other things,  the purchase of Equipment Notes by the


<PAGE>

      Trustee on behalf of the Trust,  as the same may be amended,  supplemented
      or otherwise modified from time to time, in accordance with its terms.

            NOTICE OF  PURCHASE  WITHDRAWAL:  Has the meaning  specified  in the
      Deposit Agreement.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1997-4A-O  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1997-4A-O  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1997-4C-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 1997-4C-O.

            OTHER TRUSTEES:  Means the trustees under the Other Agreements,  and
      any successor or other trustee appointed as provided therein.

            OTHER  TRUSTS:  Means the  Continental  Airlines  Pass Through Trust
      1997-4A-O and the Continental Airlines Pass Through Trust 1997-4C-O,  each
      created on the date hereof.

            OWNED  AIRCRAFT:  Has the meaning  specified in the third recital to
      this Trust Supplement.

            OWNER PARTICIPANT:  With respect to any Equipment Note relating to a
      Leased  Aircraft,  means the "Owner  Participant"  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:  With respect to any  Equipment  Note  relating to a
      Leased  Aircraft,  means  the  "Owner  Trustee",  as  referred  to in  the
      Indenture  pursuant  to which such  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 Indentures.

            PARTICIPATION  AGREEMENT:  Means each Participation  Agreement to be
      entered into by the Trustee  pursuant to the Note Purchase  Agreement,  as
      the same may be amended,  supplemented or otherwise modified in accordance
      with its terms.

            POOL BALANCE: Means, as of any date, (i) the original aggregate face
      amount of the Applicable  Certificates  less (ii) the aggregate  amount of
      all payments made in respect of such Applicable Certificates or in respect
      of  Deposits  other than  payments  made in respect of interest or premium
      thereon or reimbursement  of any costs or expenses  incurred in connection


<PAGE>

      therewith.  The Pool Balance as of any Distribution Date shall be computed
      after  giving  effect to any special  distribution  with respect to unused
      Deposits,  payment of  principal  of the  Equipment  Notes or payment with
      respect to other Trust Property and the distribution thereof to be made on
      that date.

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated October
      16, 1997 relating to the offering of the Certificates.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1997-4B-S dated the date hereof
      relating to the  Continental  Airlines  Pass Through  Trust  1997-4B-S and
      entered  into by the  Company and the  Trustee,  which  agreement  becomes
      effective upon the execution and delivery of the Assignment and Assumption
      Agreement pursuant to Section 7.01 of this Trust Supplement.

            RELATED TRUST:  Means the Continental  Pass Through Trust 1997-4B-S,
      to be formed under the Related Pass Through Trust Agreement.

            RELATED  TRUSTEE:  Means the trustee  under the Related Pass Through
      Trust Agreement.

            SPECIAL REDEMPTION PREMIUM: Means the premium payable by the Company
      in  respect  of  the  Final  Withdrawal  pursuant  to  the  Note  Purchase
      Agreement.

            SPECIAL PAYMENT:  Means 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) or Special Redemption Premium.

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the Note Purchase
      Agreement.

            TRANSFER  DATE:  Has the meaning  specified  in Section 7.01 of this
      Trust Supplement.



<PAGE>

            TRIGGERING  EVENT:  Has the  meaning  assigned  to such  term in the
      Intercreditor Agreement.

            TRUST PROPERTY:  Means (i) subject to the  Intercreditor  Agreement,
      the  Equipment  Notes held as the property of the  Applicable  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  Certificate
      Account and the Special Payments Account and, subject to the Intercreditor
      Agreement,  any proceeds from the sale by the Trustee  pursuant to Article
      VI of the Basic  Agreement of any  Equipment  Note and (iii) all rights of
      the Applicable Trust and the Trustee,  on behalf of the Applicable  Trust,
      under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase
      Agreement and the Liquidity Facilities, including, without limitation, all
      rights to receive certain payments thereunder,  and all monies paid to the
      Trustee on behalf of the Applicable  Trust  pursuant to the  Intercreditor
      Agreement or the Liquidity  Facilities,  PROVIDED that rights with respect
      to the  Deposits  or under the Escrow  Agreement,  except for the right to
      direct  withdrawals for the purchase of Equipment Notes to be held herein,
      will not constitute Trust Property.

            UNDERWRITERS:    Means,   collectively,   Morgan   Stanley   &   Co.
      Incorporated,  Credit Suisse First Boston  Corporation,  Chase  Securities
      Inc. and Salomon Brothers Inc.

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      October 16, 1997 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section  3.01.  ADDITIONS TO ARTICLE IV OF THE BASIC  Agreement.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

            (a) Upon the  payment of Special  Redemption  Premium to the Trustee
      under the Note  Purchase  Agreement,  the Trustee,  upon receipt  thereof,
      shall immediately  deposit the aggregate amount of such Special Redemption
      Premium in the Special Payments Account;

            (b) The  distribution  of amounts of Special  Redemption  Premium as
      provided  for in Section  4.02(b) of the Basic  Agreement  shall be on the


<PAGE>

      Special  Distribution Date with respect to such Special Payment or as soon
      thereafter  as the Trustee has  confirmed  receipt of the related  Special
      Redemption Premium;

            (c) In the event of the payment of a Special  Redemption  Premium by
      the Company to the Trustee under the Note Purchase  Agreement,  the notice
      provided for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
      together  with the notice by the Escrow Paying Agent under Section 2.06 of
      the  Escrow  Agreement,  not  less  than  15  days  prior  to the  Special
      Distribution Date for such amount,  which Special  Distribution Date shall
      be the Final Withdrawal Date; and

            (d) The last sentence of the first  paragraph of Section  4.02(c) of
      the  Basic  Agreement  shall  apply  equally  if  the  amount  of  Special
      Redemption Premium, if any, has not ben calculated at the time the Trustee
      mails notice of a Special Payment.

            Section 3.02.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special Payment, including any Special Redemption Premium,  reflecting
in part the  information  provided by the Escrow  Paying  Agent under the Escrow
Agreement).  Such statement  shall set forth (per $1,000 face amount  Applicable
Certificate as to (ii), (iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds  distributed on such  Distribution
      Date under the Agreement and under the Escrow  Agreement,  indicating  the
      amount allocable to each source;

            (ii) the amount of such distribution  under the Agreement  allocable
      to principal and the amount  allocable to premium  (including  the Special
      Redemption Premium), if any;

            (iii) the amount of such distribution under the Agreement  allocable
      to interest;

            (iv) the  amount of such  distribution  under the  Escrow  Agreement
      allocable to interest;

            (v) the  amount  of such  distribution  under the  Escrow  Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.



<PAGE>

            With respect to the Applicable  Certificates  registered in the name
of a Clearing Agency,  on the Record Date prior to each  Distribution  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such Record Date. On each Distribution  Date, the 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 Applicable Certificates.

            (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 an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  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 Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

            (c) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-51 of the  Prospectus  Supplement,  and
(ii) any early  redemption  or  purchase  of, or any  default in the  payment of
principal  or  interest in respect  of, any of the  Equipment  Notes held in the
Applicable  Trust,  or any  Final  Withdrawal,  the  Trustee  shall  furnish  to
Applicable  Certificateholders  of record on such date a statement setting forth
(x) the expected Pool Balances for each  subsequent  Regular  Distribution  Date
following the Delivery Period Termination Date, (y) the related Pool Factors for
such  Regular  Distribution  Dates and (z) the expected  principal  distribution
schedule of the Equipment Notes, in the aggregate, held as Trust Property at the
date of such notice. With respect to the Applicable  Certificates  registered in
the name of a Clearing  Agency,  on the Delivery  Period  Termination  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such date. The 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 Applicable Certificates.



<PAGE>

            (d) This Section 3.02  supersedes  and replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence  and during the  continuance  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in Section  6.01(b) of the Basic  Agreement,  all,  but not less
than all, of the Class A Certificates upon ten days' written notice to the Class
A Trustee  and each other  Applicable  Certificateholder,  provided  that (i) if
prior to the end of such ten day period any other  Applicable  Certificateholder
notifies such purchasing Applicable Certificateholder that such other Applicable
Certificateholder  wants  to  participate  in such  purchase,  then  such  other
Applicable   Certificateholder   may  join   with  the   purchasing   Applicable
Certificateholder  to  purchase  all,  but not less  than  all,  of the  Class A
Certificates  pro  rata  based  on  the  Fractional  Undivided  Interest  in the
Applicable  Trust  held by each such  Applicable  Certificateholder  and (ii) if
prior to the end of such ten-day period any other  Applicable  Certificateholder
fails to  notify  the  purchasing  Applicable  Certificateholder  of such  other
Applicable  Certificateholder's  desire to participate in such a purchase,  then
such other  Applicable  Certificateholder  shall lose its right to purchase  the
Class A Certificates pursuant to this Section 4.01(a); and

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation of a Triggering Event,

            (i) each Class C Certificateholder shall have the right (which shall
      not expire  upon any  purchase  of the Class A  Certificates  pursuant  to
      clause  (a)  above)  to  purchase  all,  but not  less  than  all,  of the
      Applicable  Certificates  and the  Class A  Certificates  upon  ten  days'
      written notice to the Trustee,  the Class A Trustee and each other Class C
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class C Certificateholder  notifies such purchasing Class
      C  Certificateholder  that such other Class C  Certificateholder  wants to
      participate  in such purchase,  then such other Class C  Certificateholder
      may join with the purchasing  Class C  Certificateholder  to purchase all,
      but not less  than all,  of the  Applicable  Certificates  and the Class A
      Certificates  pro rata based on the Fractional  Undivided  Interest in the
      Class C Trust held by each such Class C Certificateholder and (B) if prior
      to the end of such  ten-day  period  any other  Class C  Certificateholder
      fails to notify the  purchasing  Class C  Certificateholder  of such other
      Class C Certificateholder's desire to participate in such a purchase, then


<PAGE>

      such other Class C Certificateholder  shall lose its right to purchase the
      Applicable Certificates pursuant to this Section 4.01(b).

            (ii) each  Class D  Certificateholder  shall  have the right  (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause  (a) above or clause (i) above) to  purchase  all,  but not less
      than all, of the Applicable Certificates, the Class A Certificates and the
      Class C  Certificates  upon ten days' written  notice to the Trustee,  the
      Class  A  Trustee,   the  Class  C  Trustee   and  each   other   Class  D
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class D Certificateholder  notifies such purchasing Class
      D  Certificateholder  that such other Class D  Certificateholder  wants to
      participate  in such purchase,  then such other Class D  Certificateholder
      may join with the purchasing  Class D  Certificateholder  to purchase all,
      but not  less  than  all,  of the  Applicable  Certificates,  the  Class A
      Certificates and the Class C Certificates pro rata based on the Fractional
      Undivided  Interest  in the  Class D  Trust  held  by  each  such  Class D
      Certificateholder  and (B) if prior to the end of such ten-day  period any
      other Class D  Certificateholder  fails to notify the  purchasing  Class D
      Certificateholder  of such  other  Class D  Certificateholder's  desire to
      participate in such a purchase,  then such other Class D Certificateholder
      shall lose its right to purchase the Applicable  Certificates  pursuant to
      this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  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 Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) 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  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class A Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such  purchase  shall be subject to the terms


<PAGE>

of  this  Section  4.01(b).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic Agreement,  upon payment from such Class C Certificateholder(s)  or
Class D  Certificateholder(s),  as the case may be,  of the  purchase  price set
forth in the first sentence of this paragraph,  forthwith sell, assign, transfer
and convey to the purchaser(s)  thereof  (without  recourse,  representation  or
warranty of any kind except for its own acts), all of the right, title, interest
and  obligation of such  Applicable  Certificateholder  in this  Agreement,  the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all Applicable  Certificates  and
Escrow Receipts held by such Applicable  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
purchaser  shall assume all of such Applicable  Certificateholder's  obligations
under  this  Agreement,   the  Escrow  Agreement,  the  Deposit  Agreement,  the
Intercreditor  Agreement,  the Liquidity Facilities,  the Note Documents and all
such Applicable  Certificates and Escrow Receipts.  The Applicable  Certificates
will be deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (i) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (ii) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

            As used in this  Section  4.01,  the terms,  "Class A  Certificate",
"Class A  Trustee",  "Class C  Certificateholder",  "Class  C  Trust",  "Class C
Certificate""Class C Trustee",  "Class D Certificateholder" and "Class D Trust",
shall have the respective  meanings  assigned to such terms in the Intercreditor
Agreement.

            (c)  Except  as  expressly  set  forth  above,   this  Section  4.01
supersedes and replaces Section 6.01(b) of the Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

            Section 5.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement  and the Note  Purchase  Agreement on or prior to the Issuance
Date,  each in the form delivered to the Trustee by the Company and (ii) subject


<PAGE>

to the respective  terms thereof,  to perform its obligations  thereunder.  Upon
request of the Company and the satisfaction or waiver of the closing  conditions
specified in the  Underwriting  Agreement,  the Trustee shall execute,  deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations
equalling in the aggregate the amount set forth,  with respect to the Applicable
Trust,  in  Schedule  II to the  Underwriting  Agreement  evidencing  the entire
ownership  interest in the  Applicable  Trust,  which amount  equals the maximum
aggregate  principal  amount of  Equipment  Notes which may be  purchased by the
Trustee pursuant to the Note Purchase Agreement.  Except as provided in Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute,
authenticate  or  deliver  Applicable  Certificates  in excess of the  aggregate
amount specified in this paragraph.

            (b) On or after the Issuance Date, the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery  Notice  relates
(the "APPLICABLE  DELIVERY  DATE"),  the Trustee shall (as and when specified in
the Delivery  Notice)  instruct the Escrow Agent to provide a Notice of Purchase
Withdrawal  to the  Depositary  requesting  (A)  the  withdrawal  of one or more
Deposits on the  Applicable  Delivery Date in accordance  with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B)
the payment of all, or a portion, of such Deposit or Deposits in an amount equal
in the aggregate to the purchase price of such  Equipment  Notes to or on behalf
of the Owner Trustee or the Company,  as the case may be, issuing such Equipment
Notes, all as shall be described in the Delivery  Notice.  The Trustee shall (as
and when specified in such Delivery Notice), subject to the conditions set forth
in  Section  2 of the  Note  Purchase  Agreement,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   AGREEMENT")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the Note Purchase  Agreement,  then the Trustee shall
give the Depositary  (with a copy to the Escrow Agent) a notice of  cancellation
of such Notice of Purchase  Withdrawal  relating to such  Deposit or Deposits on
such Applicable Delivery Date. Upon satisfaction of the conditions  specified in
the Note Purchase  Agreement and the  Applicable  Participation  Agreement,  the
Trustee shall purchase the applicable  Equipment  Notes with the proceeds of the
withdrawals  of one or more  Deposits  made on the  Applicable  Delivery Date in
accordance with the terms of the Deposit Agreement and the Escrow Agreement. The
purchase price of such Equipment Notes shall equal the principal  amount of such
Equipment  Notes.  Amounts  withdrawn from such Deposit or Deposits in excess of
the purchase  price of the  Equipment  Notes or to the extent not applied on the
Applicable  Delivery Date to the purchase price of the Equipment Notes, shall be
re-deposited by the Trustee with the Depositary on the Applicable  Delivery Date
in accordance  with the terms of the Deposit  Agreement.  The provisions of this
Section  5.01(b)  supersede  and replace the  provisions  of Section 2.02 of the


<PAGE>

Basic Agreement (which are inapplicable to the Trust), and all provisions of the
Basic  Agreement  relating  to  Postponed  Notes and  Section  2.02 of the Basic
Agreement shall not apply to the Applicable Trust.

            Section  5.02.  WITHDRAWAL  OF  DEPOSITS.  If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, (i) (A) the
Trustee  shall give the Escrow Agent  notice that the  Trustee's  obligation  to
purchase  Equipment  Notes under the Note Purchase  Agreement has terminated and
instruct  the  Escrow  Agent to  provide  a notice  of Final  Withdrawal  to the
Depositary  substantially in the form of Exhibit B to the Deposit Agreement (the
"FINAL  WITHDRAWAL  NOTICE")  and (B) the  Trustee  will make a demand  upon the
Company  under the Note  Purchase  Agreement  for an amount equal to the Special
Redemption Premium, such payment to be made on the Final Withdrawal Date.

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

            (b) Except as herein otherwise provided, no duties, responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

            Section 5.04.  REPRESENTATIONS  AND  WARRANTIES OF THE TRUSTEE.  The
Trustee hereby represents and warrants that:

            (a) the  Trustee  has  full  power,  authority  and  legal  right to
      execute,  deliver and perform this Trust Supplement,  the Escrow Agreement
      and the Note  Documents to which it is a party and has taken all necessary
      action to authorize the execution,  delivery and performance by it of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party;

            (b) the execution,  delivery and  performance by the Trustee of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party (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


<PAGE>

      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;

            (c) the execution,  delivery and  performance by the Trustee of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party 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  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

            (d)  this  Trust  Supplement,  the  Escrow  Agreement  and the  Note
      Documents  to which it is a party  have been,  or will be, as  applicable,
      duly  executed  and  delivered  by the  Trustee  and  constitute,  or will
      constitute, as applicable,  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 5.05. TRUSTEE LIENS. The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS

            Section 6.01.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into


<PAGE>

one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

            Section  6.02.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

            Section 7.01.  TERMINATION OF THE TRUST. The respective  obligations
and  responsibilities  of the  Company  and  the  Trustee  with  respect  to the
Applicable  Trust shall  terminate upon the earlier of (A) the completion of the
assignment,  transfer  and  discharge  described  in the first  sentence  of the
immediately   following   paragraph  and  (B)  distribution  to  all  Applicable
Certificateholders  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;  PROVIDED, HOWEVER, that in no event shall the Applicable
Trust  continue  beyond one hundred ten (110)  years  following  the date of the
execution of this Trust Supplement.

            Upon the earlier of (i) the first  Business Day  following  December
31, 1998,  or, if later,  the fifth  Business Day following the Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later, the date


<PAGE>

on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

            (i) The Trustee, the Related Trustee and each of the Rating Agencies
      then rating the Applicable  Certificates  shall have received an Officer's
      Certificate and an Opinion of Counsel dated the date of the Assignment and
      Assumption  Agreement and each satisfying the requirements of Section 1.02
      of the Basic Agreement, which Opinion of Counsel shall be substantially to
      the effect set forth below and may be relied upon by the Beneficiaries (as
      defined in the Assignment and Assumption Agreement):

                        (a) upon  the  execution  and  delivery  thereof  by the
            parties  thereto in accordance  with the terms of this Agreement and
            the  Related  Pass  Through  Trust  Agreement,  the  Assignment  and
            Assumption   Agreement   will   constitute  the  valid  and  binding
            obligation of each of the parties thereto  enforceable  against each
            such party in accordance with its terms;

                        (b) upon the  execution  and delivery of the  Assignment
            and  Assumption  Agreement  in  accordance  with  the  terms of this
            Agreement and the Related Pass Through Trust Agreement,  each of the
            Applicable  Certificates  then  Outstanding  will be entitled to the
            benefits of the Related Pass Through Trust Agreement;

                        (c) the Related  Trust is not required to be  registered
            as an investment  company under the Investment  Company Act of 1940,
            as amended;

                        (d) the Related Pass Through Trust Agreement constitutes
            the valid and binding obligation of the Company  enforceable against
            the Company in accordance with its terms; and

                        (e) neither the execution and delivery of the Assignment
            and  Assumption  Agreement  in  accordance  with  the  terms of this
            Agreement  and the Related Pass  Through  Trust  Agreement,  nor the
            consummation by the parties thereto of the transactions contemplated
            to be consummated  thereunder on the date thereof,  will violate any
            law or  governmental  rule or regulation of the State of New York or
            the United  States of America known to such counsel to be applicable


<PAGE>

            to the  transactions  contemplated  by the Assignment and Assumption
            Agreement.

            (ii) The Trustee and the Company  shall have  received (x) a copy of
      the articles of incorporation  and bylaws of the Related Trustee certified
      as of the Transfer  Date by the  Secretary or Assistant  Secretary of such
      institution  and  (y) a copy  of the  filing  (including  all  attachments
      thereto) made by the  institution  serving as the Related Trustee with the
      Office of the Superintendent, State of New York Banking Department for the
      qualification  of the Related Trustee under Section 131(3) of the New York
      Banking Law.

Upon the execution of the  Assignment  and  Assumption  Agreement by the parties
thereto,   the   Applicable   Trust   shall  be   terminated,   the   Applicable
Certificateholders  shall receive  beneficial  interests in the Related Trust in
exchange for their interests in the Applicable  Trust equal to their  respective
beneficial  interests in the Applicable  Trust,  and the Outstanding  Applicable
Certificates representing Fractional Undivided Interests in the Applicable Trust
shall be deemed for all purposes of this  Agreement and the Related Pass Through
Trust Agreement,  without further signature or action of any party or Applicable
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related  Trust and its trust  property.  By  acceptance  of its
Applicable  Certificate,  each  Applicable  Certificateholder  consents  to such
assignment,  transfer and  delivery of the Trust  Property to the trustee of the
Related Trust upon the execution and delivery of the  Assignment  and Assumption
Agreement.

            In connection  with the  occurrence of the event set forth in clause
(B) above,  notice of such  termination,  specifying the Distribution  Date upon
which  the  Applicable   Certificateholders   may  surrender  their   Applicable
Certificates  to  the  Trustee  for  payment  of  the  final   distribution  and
cancellation,   shall  be  mailed   promptly  by  the   Trustee  to   Applicable
Certificateholders not earlier than the 60th day and not later than the 15th day
next preceding such final Distribution Date specifying (A) the Distribution Date
upon which the proposed  final payment of the  Applicable  Certificates  will be
made upon presentation and surrender of Applicable Certificates 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
Distribution Date is not applicable,  payments being made only upon presentation
and  surrender  of the  Applicable  Certificates  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  Applicable  Certificateholders.  Upon
presentation  and surrender of the Applicable  Certificates  in accordance  with
such  notice,   the  Trustee  shall  cause  to  be   distributed  to  Applicable
Certificateholders such final payments.

            In the event that all of the Applicable Certificateholders shall not
surrender their Applicable Certificates for cancellation within six months after


<PAGE>

the date specified in the above-mentioned written notice, the Trustee shall give
a second  written  notice  to the  remaining  Applicable  Certificateholders  to
surrender their  Applicable  Certificates for cancellation and receive the final
distribution  with respect thereto.  No additional  interest shall accrue on the
Applicable  Certificates  after the  Distribution  Date  specified  in the first
written notice.  In the event that any money held by the Trustee for the payment
of distributions on the Applicable  Certificates  shall remain unclaimed for two
years (or such lesser time as the Trustee shall be satisfied,  after sixty 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, the Owner Participants and the Company.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

            Section  8.02.  GOVERNING  LAW. THIS  AGREEMENT  AND THE  APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF DELAWARE.

            Section 8.03.  EXECUTION IN COUNTERPARTS.  This Trust Supplement may
be executed in any number of  counterparts,  each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  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. Each Applicable Certificateholder and Investor,
by its  acceptance  of  its  Applicable  Certificate  or a  beneficial  interest
therein,  agrees to treat the  Applicable  Trust as a grantor trust for all U.S.
federal, state and local income tax purposes. The powers granted and obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.



<PAGE>

            IN WITNESS  WHEREOF,  the Company  and the Trustee  have caused this
Trust Supplement to be duly executed by their  respective  officers thereto duly
authorized, as of the day and year first written above.


                                        CONTINENTAL AIRLINES, INC.


                                        By:_____________________________________
                                           Name:   Gerald Laderman
                                           Title:  Vice President



                                        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 the registered owner hereof,
Cede & Co., has an interest herein.]<F1>



              CONTINENTAL AIRLINES PASS THROUGH TRUST 1997-4B-O

      6.90% Continental Airlines Pass Through Certificate, Series 1997-4B-O


                         Issuance Date: October 23, 1997

                Final Expected Distribution Date: January 2, 2017

               Evidencing A Fractional  Undivided Interest In The
               Continental Airlines Pass Through Trust 1997-4B-O,
               The Property Of Which Includes  Certain  Equipment
               Notes  Each  Secured By An  Aircraft  Leased To Or
               Owned By Continental Airlines, Inc.


Certificate
No. _________     $______________  Fractional  Undivided  Interest  representing
                  0.____% 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
1997-4B-O (the "TRUST")  created by Wilmington  Trust  Company,  as trustee (the

________________

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



<PAGE>

"Trustee"),  pursuant to a Pass Through Trust  Agreement,  dated as of September
25, 1997 (the "BASIC AGREEMENT"),  between the Trustee and Continental Airlines,
Inc.,  a  Delaware  corporation  (the  "Company"),   as  supplemented  by  Trust
Supplement  No.  1997-4B-O  thereto,  dated as of October  23,  1997 (the "Trust
Supplement" and, together with the Basic Agreement,  the  "AGREEMENT"),  between
the Trustee and 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 "6.90%  Continental  Airlines Pass Through  Certificates,  Series
1997-4B-O" (herein called the "CERTIFICATES").  This Certificate is issued under
and is subject to the terms,  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 the
Intercreditor  Agreement.  The property of the Trust includes certain  Equipment
Notes and all rights of the Trust to receive  payments  under the  Intercreditor
Agreement and any Liquidity Facilities (the "TRUST PROPERTY"). Each issue of the
Equipment  Notes is secured by, among other  things,  a security  interest in an
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 the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on  each  January  2 and  July 2 (a  "Regular  Distribution  Date")
commencing  January 2, 1998,  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 the 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


<PAGE>

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  presentation or surrender
of this  Certificate  or the making of any  notation  hereon,  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.
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 or 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
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 therein,  the transfer of this  Certificate is registrable in the Register


<PAGE>

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.

            Under certain  circumstances  set forth in Section 7.01 of the Trust
Supplement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust  pursuant  to  the  Assignment   and   Assumption   Agreement.   Upon  the
effectiveness of such Assignment and Assumption Agreement (the "Transfer"),  the
Trust shall be  terminated,  the  Certificateholders  shall  receive  beneficial
interests  in the Related  Trust in exchange  for their  interests  in the Trust
equal to their  respective  beneficial  interests in the Trust, the Certificates
representing Fractional Undivided Interests in the Trust shall be deemed for all
purposes of the  Agreement  and the Related Pass Through  Trust  Agreement to be
certificates representing the same fractional undivided interests in the Related
Trust and its trust property. Each Certificateholder,  by its acceptance of this
Certificate  or a  beneficial  interest  herein,  agrees  to  be  bound  by  the
Assignment and Assumption Agreement and subject to the terms of the Related Pass
Through Trust Agreement as a  certificateholder  thereunder.  From and after the
Transfer,  unless and to the extent the context otherwise  requires,  references
herein to the Trust, the Agreement and the Trustee shall  constitute  references
to the Related  Trust,  the Related Pass Through Trust  Agreement and trustee of
the Related Trust, respectively.

            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.

            Each  Certificateholder  and  Investor,  by its  acceptance  of this
Certificate  or a  beneficial  interest  herein,  agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.



<PAGE>

            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
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.

            Any Person  acquiring or accepting  this  Certificate or an interest
herein will, by such  acquisition or acceptance,  be deemed to have  represented
and warranted to and for the benefit of each Owner  Participant  and the Company
that  either:  (i) the assets of an employee  benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal  Revenue Code of 1986, as amended
(the  "CODE"),  have not been used to purchase this  Certificate  or an interest
herein or (ii) the purchase and holding of this  Certificate or interest  herein
are exempt from the prohibited  transaction  restrictions  of ERISA and the Code
pursuant  to one or more  prohibited  transaction  statutory  or  administration
exemptions.

            THE AGREEMENT AND,  UNTIL THE TRANSFER,  THIS  CERTIFICATE  SHALL BE
GOVERNED BY AND 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.  THE  RELATED  PASS  THROUGH  TRUST
AGREEMENT AND, FROM AND AFTER THE TRANSFER,  THIS CERTIFICATE  SHALL BE GOVERNED
AND  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER 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 PASS THROUGH
                                        TRUST 1997-4B-O

                                        By:   WILMINGTON TRUST COMPANY,
                                              as Trustee


                                              By:_______________________________
                                                 Name:
                                                 Title:



<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:_____________________________________
                                           Name:
                                           Title:



<PAGE>


                                    EXHIBIT B


                         [DTC Letter of Representations]



<PAGE>

                                    EXHIBIT C


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                Continental Airlines Pass Through Trust 1997-4B

            ASSIGNMENT AND ASSUMPTION AGREEMENT, dated _____________, 199__ (the
"ASSIGNMENT  AGREEMENT"),  between  Wilmington Trust Company, a Delaware banking
corporation ("WTC"), not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as of
September  25,  1997 (as  amended  or  modified  from time to time,  the  "BASIC
AGREEMENT"),  as  supplemented  by the Trust  Supplement  No.  1997-4B-O,  dated
October 23 , 1997 (the "TRUST SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1997-4B-O (the  "ASSIGNOR"),  and Wilmington  Trust Company,  a Delaware banking
corporation, not in its individual capacity except as expressly provided herein,
but solely as trustee  under the Basic  Agreement as  supplemented  by the Trust
Supplement  No.  1997-4B-S  dated October 23, 1997 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1997-4B-S (the "ASSIGNEE").

                              W I T N E S S E T H:

            WHEREAS, the parties hereto desire to effect on the date hereof (the
"TRANSFER  DATE") (a) the transfer by the Assignor to the Assignee of all of the
right,  title and  interest of the Assignor in, under and with respect to, among
other things,  the Trust Property and each of the documents listed in Schedule I
hereto (the "SCHEDULED DOCUMENTS") and (b) the assumption by the Assignee of the
obligations  of the  Assignor  (i) under  the  Scheduled  Documents  and (ii) in
respect of the Applicable Certificates issued under the Agreement; and

            WHEREAS,   the  Scheduled   Documents   permit  such  transfer  upon
satisfaction of certain  conditions  heretofore or  concurrently  herewith being
complied with;

            NOW,  THEREFORE,  in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows  (capitalized  terms used herein without  definition  having the meaning
ascribed thereto in the Agreement):

            1.  ASSIGNMENT.  The  Assignor  does hereby  sell,  assign,  convey,
transfer  and set over  unto the  Assignee  as of the  Transfer  Date all of its
present and future  right,  title and interest in, under and with respect to the
Trust Property and the Scheduled  Documents and each other contract,  agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements,  documents or instruments,  together with the
Scheduled  Documents,  to be referred to as the "ASSIGNED  DOCUMENTS"),  and any


<PAGE>

proceeds therefrom,  together with all documents and instruments  evidencing any
of such right, title and interest.

            2.  ASSUMPTION.  The Assignee  hereby assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"BENEFICIARIES")  all of the duties and  obligations  of the Assignor,  whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the  Assigned  Documents  to which the  Assignor  is a
party and shall be bound by all the terms thereof  (including the agreements and
obligations  of the  Assignor  set forth  therein)  as if  therein  named as the
Assignor.  Further,  the Assignee hereby assumes for the benefit of the Assignor
and the  Beneficiaries  all of the duties and  obligations of the Assignor under
the Outstanding Applicable  Certificates and hereby confirms that the Applicable
Certificates  representing  Fractional  Undivided  Interests under the Agreement
shall be deemed for all purposes of the  Agreement  and the New  Agreement to be
certificates  representing the same fractional undivided interests under the New
Agreement equal to their  respective  beneficial  interests in the trust created
under the Agreement.

            3. EFFECTIVENESS.  This Assignment Agreement shall be effective upon
the execution and delivery  hereof by the parties  hereto,  and each  Applicable
Certificateholder,  by  its  acceptance  of  its  Applicable  Certificate  or  a
beneficial interest therein,  agrees to be bound by the terms of this Assignment
Agreement.

            4. PAYMENTS. The Assignor hereby covenants and agrees to pay over to
the Assignee,  if and when received  following  the Transfer  Date,  any amounts
(including  any sums payable as interest in respect  thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

            5. FURTHER ASSURANCES. The Assignor shall, at any time and from time
to time, upon the request of the Assignee, promptly and duly execute and deliver
any and all such further  instruments and documents and take such further action
as the  Assignee  may  reasonably  request to obtain the full  benefits  of this
Assignment  Agreement and of the right and powers herein  granted.  The Assignor
agrees to deliver any Applicable  Certificates,  and all Trust Property, if any,
then in the physical possession of the Assignor, to the Assignee.

            6.  REPRESENTATIONS AND WARRANTIES.  (a) The Assignee represents and
warrants to the Assignor and each of the Beneficiaries that:

            (i) it has all  requisite  power and  authority  and legal  right to
      enter into and carry out the transactions contemplated hereby and to carry
      out and perform the  obligations  of the "Pass Through  Trustee" under the
      Assigned Documents;



<PAGE>

            (ii)  on  and  as  of  the  date  hereof,  the  representations  and
      warranties  of the  Assignee  set  forth  in  Section  7.15  of the  Basic
      Agreement and Section 5.04 of the New Supplement are true and correct.

            (b) The Assignor represents and warrants to the Assignee that:

            (i) it is duly  incorporated,  validly existing and in good standing
      under  the laws of the State of  Delaware  and has the full  trust  power,
      authority  and legal right under the laws of the State of Delaware and the
      United States  pertaining to its trust and fiduciary powers to execute and
      deliver this Assignment Agreement;

            (ii) the execution and delivery by it of this  Assignment  Agreement
      and the  performance  by it of its  obligations  hereunder  have been duly
      authorized  by it and will not violate  its  articles  of  association  or
      by-laws or the  provisions of any indenture,  mortgage,  contract or other
      agreement to which it is a party or by which it is bound; and

            (iii) this Assignment  Agreement  constitutes  the legal,  valid and
      binding  obligations of it enforceable  against it in accordance  with its
      terms,  except  as the  same  may be  limited  by  applicable  bankruptcy,
      insolvency,  reorganization,  moratorium  or similar  laws  affecting  the
      rights of creditors generally and by general principles of equity, whether
      considered in a proceeding at law or in equity.


            7. GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

            8.  COUNTERPARTS.  This Assignment  Agreement may be executed in any
number  of  counterparts,  all of  which  together  shall  constitute  a  single
instrument.  It shall not be necessary  that any  counterpart  be signed by both
parties so long as each party shall sign at least one counterpart.

            9. THIRD PARTY  BENEFICIARIES.  The Assignee hereby agrees,  for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained  herein are also  intended to be for the benefit of each  Beneficiary,
and each  Beneficiary  shall be deemed to be an express third party  beneficiary
with  respect  thereto,  entitled  to enforce  directly  and in its own name any
rights or claims it may have against such party as such beneficiary.



<PAGE>

            IN WITNESS  WHEREOF,  the parties hereto,  through their  respective
officers thereunto duly authorized, have duly executed this Assignment Agreement
as of the day and year first above written.

                                        ASSIGNOR:

                                        WILMINGTON  TRUST  COMPANY,  not in  its
                                             individual   capacity   except   as
                                             expressly   provided  herein,   but
                                             solely  as  trustee  under the Pass
                                             Through  Trust  Agreement and Trust
                                             Supplement   in   respect   of  the
                                             Continental  Airlines  Pass Through
                                             Trust 1997-4B-O


                                        By:_____________________________________
                                           Title:


                                        ASSIGNEE:

                                        WILMINGTON  TRUST  COMPANY,  not in  its
                                             individual   capacity   except   as
                                             expressly   provided  herein,   but
                                             solely  as  trustee  under the Pass
                                             Through  Trust  Agreement and Trust
                                             Supplement   in   respect   of  the
                                             Continental  Airlines  Pass Through
                                             Trust 1997-4B-S



                                        By:_____________________________________
                                           Title:



<PAGE>

                                   Schedule I


                         Schedule of Assigned Documents

            (1)  Intercreditor  Agreement dated as of October 23, 1997 among the
Trustee, the Other Trustees, the Liquidity Providers, the liquidity provider, if
any,  relating to the Certificates  issued under (and as defined in) each of the
Other Agreements and the Subordination Agent.

            (2) Escrow and Paying Agent Agreement  (Class B) dated as of October
23, 1997 among the Escrow Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

            (3) Note Purchase  Agreement  dated as of October 23, 1997 among the
Company, the Trustee, the Other Trustees, the Depositary,  the Escrow Agent, the
Paying Agent and the Subordination Agent.

            (4) Deposit Agreement (Class B) dated as of October 23, 1997 between
the Escrow Agent and the Depositary.

            (5)  Each  of  the   Operative   Agreements   (as   defined  in  the
Participation Agreement for each Aircraft) in effect as of the Transfer Date.




<PAGE>

                                   Schedule II


                            Schedule of Beneficiaries

Wilmington  Trust  Company,  not  in  its  individual  capacity  but  solely  as
Subordination Agent

Wilmington  Trust Company,  not in its individual  capacity but solely as Paying
Agent

ABN AMRO  Bank  N.V.,  acting  through  its  Chicago  branch,  and  Westdeutsche
Landesbank  Girozentrale,  acting  through  its New York  branch,  as  Liquidity
Providers

Continental Airlines, Inc.

Morgan Stanley & Co. Incorporated, as Underwriter

Credit Suisse First Boston Corporation, as Underwriter

Chase Securities Inc., as Underwriter

Salomon Brothers Inc, as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents




                                                                  EXECUTION COPY





                         TRUST SUPPLEMENT No. 1997-4B-S

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $134,937,000

                Continental Airlines Pass Through Trust 1997-4B-S

                           6.90% Continental Airlines
                           Pass Through Certificates,
                                Series 1997-4B-S




<PAGE>

            This Trust  Supplement No.  1997-4B-S,  dated as of October 23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:

            WHEREAS,  the  Basic  Agreement,   unlimited  as  to  the  aggregate
principal amount of Certificates (unless otherwise specified herein, capitalized
terms used herein without definition having the respective meanings specified in
the Basic  Agreement)  which  may be  issued  thereunder,  has  heretofore  been
executed and delivered;

            WHEREAS,  the Company has obtained  commitments  from Boeing for the
delivery of certain Aircraft;

            WHEREAS,  as of the Transfer  Date (as defined  below),  the Company
will have financed the  acquisition of all
 or a portion of such Aircraft  either
(i) through  separate  leveraged lease  transactions,  in which case the Company
leases such  Aircraft  (collectively,  the "LEASED  AIRCRAFT")  or (ii)  through
separate secured loan transactions, in which case the Company owns such Aircraft
(collectively, the "OWNED AIRCRAFT");

            WHEREAS,  as of  the  Transfer  Date  in the  case  of  each  Leased
Aircraft,  each  Owner  Trustee,  acting on behalf  of the  corresponding  Owner
Participant, will have issued pursuant to an Indenture, on a non-recourse basis,
Equipment  Notes in order to  finance a portion  of its  purchase  price of such
Leased Aircraft;

            WHEREAS,  as of  the  Transfer  Date,  in the  case  of  each  Owned
Aircraft,  the Company will have issued pursuant to an Indenture,  on a recourse
basis,  Equipment Notes to finance a portion of the purchase price of such Owned
Aircraft;

            WHEREAS,  as of the Transfer Date, the Related  Trustee will assign,
transfer  and deliver all of such  trustee's  right,  title and  interest to the
trust  property  held by the  Related  Trustee to the  Trustee  pursuant  to the
Assignment and Assumption Agreement (as defined below);

            WHEREAS,  the  Trustee,  effective  only,  but  automatically,  upon
execution  and delivery of the  Assignment  and  Assumption  Agreement,  will be
deemed to have  declared the creation of the  Continental  Airlines Pass Through
Trust  1997-4B-S  (the  "APPLICABLE  TRUST") for the  benefit of the  Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of
the Transfer Date, as the grantors of the Applicable  Trust, by their respective
acceptances of such Applicable  Certificates,  will join in the creation of this
Applicable Trust with the Trustee;



<PAGE>

            WHEREAS, all Applicable Certificates deemed issued by the Applicable
Trust will evidence  fractional  undivided interests in the Applicable Trust and
will convey no rights,  benefits or interests  in respect of any property  other
than the Trust Property  except for those  Applicable  Certificates  to which an
Escrow Receipt (as defined below) has been affixed;

            WHEREAS,  upon the  execution  and  delivery of the  Assignment  and
Assumption Agreement,  all of the conditions and requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

            WHEREAS,  this Trust  Supplement 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;

            NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

            Section 1.01. THE CERTIFICATES. The Applicable Certificates shall be
known  as  "6.90%  Continental  Airlines  Pass  Through   Certificates,   Series
1997-4B-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

            The terms and conditions  applicable to the Applicable  Certificates
are as follows:

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be initially  deemed issued under the Agreement  shall be equal
      to  the  aggregate   principal  amount  of   "Outstanding"   pass  through
      certificates  representing  fractional  undivided interests in the Related
      Trust on the Transfer Date.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means January 2 and July 2 of each year,  commencing on
      January 2, 1998, until payment of all of the Scheduled Payments to be made
      under the Equipment Notes has been made.



<PAGE>

            (c) The Special  Distribution  Dates with respect to the  Applicable
      Certificates  means any Business  Day on which a Special  Payment is to be
      distributed pursuant to the Agreement.

            (d) At the Escrow Agent's  request under the Escrow  Agreement,  the
      Trustee shall affix the  corresponding  Escrow Receipt to each  Applicable
      Certificate.  In any event,  any  transfer or  exchange of any  Applicable
      Certificate shall also effect a transfer or exchange of the related Escrow
      Receipt.  Prior to the Final  Withdrawal  Date, no transfer or exchange of
      any Applicable  Certificate  shall be permitted  unless the  corresponding
      Escrow  Receipt  is  attached  thereto  and  also  is  so  transferred  or
      exchanged.  By acceptance of any Applicable Certificate to which an Escrow
      Receipt  is  attached,  each  Holder  of  such an  Applicable  Certificate
      acknowledges  and  accepts  the  restrictions  on  transfer  of the Escrow
      Receipt set forth herein and in the Escrow Agreement.

            (e) (i) The Applicable Certificates shall be in the form attached as
      Exhibit  A  to  the  Related  Pass  Through  Trust   Agreement,with   such
      appropriate insertions,  omissions,  substitutions and other variations as
      are required or permitted by the Related Pass Through  Trust  Agreement or
      this  Agreement,  as  the  case  may  be,  or  as  the  Trustee  may  deem
      appropriate,  to reflect  the fact that the  Applicable  Certificates  are
      being issued  hereunder as opposed to under the Related Pass Through Trust
      Agreement. Any Person acquiring or accepting an Applicable Certificate, by
      its acceptance of such Applicable Certificate or an interest therein will,
      by such  acquisition or acceptance,  be deemed to represent and warrant to
      and for the benefit of each Owner  Participant and the Company that either
      (i) the  assets of an  employee  benefit  plan  subject  to Title I of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  or
      of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended  (the  "Code"),   have  not  been  used  to  purchase   Applicable
      Certificates  or an interest  therein or (ii) the  purchase and holding of
      Applicable   Certificates  is  exempt  from  the  prohibited   transaction
      restrictions  of ERISA  and the Code  pursuant  to one or more  prohibited
      transaction statutory or administrative exemptions.

                  (ii)  The   Applicable   Certificates   shall  be   Book-Entry
      Certificates.

            (f) The  Applicable  Certificates  are subject to the  Intercreditor
      Agreement.

            (g) The Applicable  Certificates are entitled to the benefits of the
      Liquidity Facilities.

            (h)   The Responsible Party is the Company.



<PAGE>

            (i) The particular  "sections of the Note Purchase  Agreement,"  for
      purposes of clause (3) of Section 7.07 of the Basic  Agreement are Section
      8.1 (with  respect to Owned  Aircraft)  and Section  9.1 (with  respect to
      Leased Aircraft).


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings:

            AGREEMENT:  Means the Basic Agreement, as supplemented by this Trust
      Supplement.

            AIRCRAFT:  Means each of the New Aircraft or Substitute  Aircraft in
      respect of which a  Participation  Agreement is entered into in accordance
      with the Note Purchase Agreement.

            APPLICABLE  CERTIFICATE:  means any of the  Applicable  Certificates
      issued by the Related Trust and that are  "Outstanding" (as defined in the
      Related  Pass  Through  Trust  Agreement)  as of the  Transfer  Date  (the
      "Transfer Date  Certificates") and any Applicable  Certificates  issued in
      exchange therefor or replacement thereof pursuant to this Agreement.

            APPLICABLE  CERTIFICATEHOLDER:  Means the  Person  in whose  name an
      Applicable  Certificate  is registered on the Register for the  Applicable
      Certificates.

            ASSIGNMENT  AND  ASSUMPTION  AGREEMENT:  Means  the  assignment  and
      assumption agreement substantially in the form of Exhibit C to the Related
      Trust Supplement executed and delivered in accordance with Section 7.01 of
      the Related Trust Supplement.

            BOEING:  Means The Boeing Company.

            BUSINESS DAY: Means 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,  Salt  Lake  City,  Utah or, so long as any
      Applicable  Certificate  is  outstanding,  the city and state in which the
      Trustee  or any Loan  Trustee  maintains  its  Corporate  Trust  Office or
      receives and disburses funds.

            DELIVERY  NOTICE:  Has the meaning  specified  in the Note  Purchase
      Agreement.



<PAGE>

            DELIVERY PERIOD  TERMINATION  DATE: Has the meaning specified in the
      Related Pass Through Trust Agreement.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT  AGREEMENT:  Means the Deposit Agreement dated as of October
      23, 1997 relating to the  Applicable  Certificates  between the Depositary
      and  the  Escrow  Agent,  as the  same  may be  amended,  supplemented  or
      otherwise modified from time to time in accordance with its terms.

            DEPOSITARY:  Means Credit Suisse First Boston, a Swiss bank,  acting
      through its New York branch.

            DISTRIBUTION  DATE: Means any Regular  Distribution  Date or Special
      Distribution Date as the context requires.

            ESCROW  AGENT:  Means,  initially,  First  Security  Bank,  National
      Association,  and any  replacement  or  successor  therefor  appointed  in
      accordance with the Escrow Agreement.

            ESCROW AGREEMENT:  Means the Escrow and Paying Agent Agreement dated
      as of October 23, 1997 relating to the Applicable Certificates,  among the
      Escrow Agent,  the Escrow Paying Agent, the Related Trustee (and after the
      Transfer  Date,  the  Trustee)  and the  Underwriters,  as the same may be
      amended,   supplemented  or  otherwise  modified  from  time  to  time  in
      accordance with its terms.

            ESCROW PAYING  AGENT:  Means the Person acting as paying agent under
      the Escrow Agreement.

            ESCROW RECEIPT:  Means the receipt substantially in the form annexed
      to the Escrow Agreement  representing a fractional  undivided  interest in
      the funds held in escrow thereunder.

            FINAL MATURITY DATE:  Means July 2, 2018.

            FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

            FINAL  WITHDRAWAL  DATE:  Has the  meaning  specified  in the Escrow
      Agreement.

            INDENTURE: Means each of the separate trust indentures and mortgages
      relating to the  Aircraft,  each as  specified  or described in a Delivery
      Notice  delivered  pursuant to the Note Purchase  Agreement or the related


<PAGE>

      Participation  Agreement,  in  each  case  as the  same  may  be  amended,
      supplemented  or otherwise  modified from time to time in accordance  with
      its terms.

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of October  23,  1997 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date,  the  Other  Trustees),   the  Liquidity  Providers,  the  liquidity
      providers  relating to the  Certificates  issued under (and as defined in)
      each of the Related Other  Agreements,  and Wilmington  Trust Company,  as
      Subordination Agent and as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

            INVESTORS:  Means  the  Underwriters  together  with all  subsequent
      beneficial owners of the Applicable Certificates.

            LEASE:  Means,  with  respect  to each  Leased  Aircraft,  the 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.

            LEASED AIRCRAFT:  Has the meaning  specified in the third recital to
      this Trust Supplement.

            LIQUIDITY FACILITIES: Means, initially, each of the Revolving Credit
      Agreements  dated  as of  October  23,  1997  relating  to the  Applicable
      Certificates,  between a Liquidity  Provider and Wilmington Trust Company,
      as the Subordination Agent, as agent and trustee for the Applicable Trust,
      and,  from and after the  replacement  of such  Agreement  pursuant to the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V., acting
      through its Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
      acting  through its New York branch,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW  AIRCRAFT:  Has  the  meaning  specified  in the  Note  Purchase
      Agreement.

            NOTE DOCUMENTS:  With respect to any Equipment  Note,  means (i) the
      Indenture and the Participation Agreement relating to such Equipment Note,
      and (ii) in the case of any Equipment  Note related to a Leased  Aircraft,
      the Lease relating to such Leased Aircraft.



<PAGE>

            NOTE PURCHASE AGREEMENT:  Means the Note Purchase Agreement dated as
      of October  23,  1997 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date,  the Other  Trustees),  the Company,  the Escrow  Agent,  the Escrow
      Paying  Agent and the  Subordination  Agent,  as the same may be  amended,
      supplemented  or otherwise  modified from time to time, in accordance with
      its terms.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1997-4A-S  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1997-4A-S  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1997-4C-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 1997-4C-S.

            OTHER TRUSTEES:  Means the trustees under the Other Agreements,  and
      any successor or other trustee appointed as provided therein.

            OTHER  TRUSTS:  Means the  Continental  Airlines  Pass Through Trust
      1997-4A-S and Continental  Airlines Pass Through Trust 1997-4C-S,  created
      by the Other Pass Through Trust Agreements.

            OUTSTANDING:  when used with  respect  to  Applicable  Certificates,
      means, as of the date of  determination,  all Transfer Date  Certificates,
      and  all  other  Applicable  Certificates  theretofore  authenticated  and
      delivered under this Agreement, in each case except:

               (i) Applicable Certificates theretofore canceled by the Registrar
      or delivered to the Trustee or the Registrar for cancellation;

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

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

            OWNED  AIRCRAFT:  Has the meaning  specified in the third recital to
      this Trust Supplement.



<PAGE>

            OWNER PARTICIPANT:  With respect to any Equipment Note relating to a
      Leased  Aircraft,  means the "Owner  Participant"  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:  With respect to any  Equipment  Note  relating to a
      Leased  Aircraft,  means  the  "Owner  Trustee",  as  referred  to in  the
      Indenture  pursuant  to which such  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 Indentures.

            PARTICIPATION  AGREEMENT:  Means each Participation  Agreement to be
      entered into by the Trustee  pursuant to the Note Purchase  Agreement,  as
      the same may be amended,  supplemented or otherwise modified in accordance
      with its terms.

            POOL BALANCE: Means, as of any date, (i) the original aggregate face
      amount of the  "Applicable  Certificates"  as defined in the Related  Pass
      Through Trust  Agreement,  less (ii) the aggregate  amount of all payments
      made in respect of such  Certificates or in respect of Deposits 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 any special  distribution  with respect to unused Deposits,  payment of
      principal on the  Equipment  Notes or payments with respect to other Trust
      Property and the distribution thereof to be made on that date.

            POOL  FACTOR:  Means,  as of any  Distribution  Date,  the  quotient
      (rounded to the seventh  decimal place)  computed by dividing (i) the Pool
      Balance by (ii) the  original  aggregate  face  amount of the  "Applicable
      Certificates" as defined in the Related Pass Through Trust Agreement.  The
      Pool Factor as of any  Distribution  Date shall be computed  after  giving
      effect to any special  distribution with respect unused Deposits,  payment
      of  principal  on the  Equipment  Notes or payments  with respect to other
      Trust Property and the distribution thereof to be made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated October
      16, 1997 relating to the offering of the Certificates.

            RELATED  OTHER  PASS  THROUGH  TRUST  AGREEMENTS:  Means the  "Other
      Agreements" as defined in the Related Pass Through Trust Agreement.

            RELATED OTHER TRUSTEES: Means the "Other Trustees" as defined in the
      Related Pass Through Trust Agreement.



<PAGE>

            RELATED  OTHER  TRUSTS:  Means the "Other  Trusts" as defined in the
      Related Pass Through Trust Agreement.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1997-4B-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust  1997-4B-O and entered into by the Company and
      the Trustee,  as amended,  supplemented or otherwise modified from time to
      time in accordance with its terms.

            RELATED TRUST:  Means the Continental  Pass Through Trust 1997-4B-O,
      formed under the Related Pass Through Trust Agreement.

            RELATED  TRUSTEE:  Means the trustee  under the Related Pass Through
      Trust Agreement.

            SPECIAL REDEMPTION PREMIUM: Means the premium payable by the Company
      in  respect  of  the  Final  Withdrawal  pursuant  to  the  Note  Purchase
      Agreement.

            SPECIAL PAYMENT:  Means 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) or Special Redemption Premium.

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the Note Purchase
      Agreement.

            TRANSFER  DATE:  Means the moment of  execution  and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            TRANSFER  DATE  CERTIFICATE:   Has  the  meaning  specified  in  the
      definition of "Applicable Certificates".

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

            TRUST PROPERTY:  Means (i) subject to the  Intercreditor  Agreement,
      the  Equipment  Notes held as the property of the  Applicable  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  Certificate
      Account and the Special Payments Account and, subject to the Intercreditor
      Agreement,  any proceeds from the sale by the Trustee  pursuant to Article
      VI of the Basic  Agreement of any  Equipment  Note and (iii) all rights of
      the Trust and the Trustee,  on behalf of the Applicable  Trust,  under the
      Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement


<PAGE>

      and the Liquidity Facilities, including, without limitation, all rights to
      receive certain payments thereunder, and all monies paid to the Trustee on
      behalf of the Applicable Trust pursuant to the Intercreditor  Agreement or
      the  Liquidity  Facilities,  PROVIDED  that  rights  with  respect  to the
      Deposits  or  under  the  Escrow  Agreement,  will  not  constitute  Trust
      Property.

            UNDERWRITERS:    Means,   collectively,   Morgan   Stanley   &   Co.
      Incorporated,  Credit Suisse First Boston  Corporation,  Chase  Securities
      Inc. and Salomon Brothers Inc.

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      October 16, 1997 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section  3.01.  ADDITIONS TO ARTICLE IV OF THE BASIC  Agreement.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

            (a) Upon the  payment of Special  Redemption  Premium to the Trustee
      under the Note  Purchase  Agreement,  the Trustee,  upon receipt  thereof,
      shall immediately  deposit the aggregate amount of such Special Redemption
      Premium in the Special Payments Account;

            (b) The  distribution  of amounts of Special  Redemption  Premium as
      provided  for in Section  4.02(b) of the Basic  Agreement  shall be on the
      Special  Distribution Date with respect to such Special Payment or as soon
      thereafter  as the Trustee has  confirmed  receipt of the related  Special
      Redemption Premium;

            (c) In the event of the payment of a Special  Redemption  Premium by
      the Company to the Trustee under the Note Purchase  Agreement,  the notice
      provided for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
      together  with the notice by the Escrow Paying Agent under Section 2.06 of
      the  Escrow  Agreement,  not  less  than  15  days  prior  to the  Special
      Distribution Date for such amount,  which Special  Distribution Date shall
      be the Final Withdrawal Date; and

            (d) The last sentence of the first  paragraph of Section  4.02(c) of
      the  Basic  Agreement  shall  apply  equally  if  the  amount  of  Special
      Redemption Premium, if any, has not ben calculated at the time the Trustee
      mails notice of a Special Payment.



<PAGE>

            Section  3.02.  STATEMENTS  TO   CERTIFICATEHOLDERS.   (a)  On  each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds  distributed on such  Distribution
      Date under the Agreement and under the Escrow  Agreement,  indicating  the
      amount allocable to each source;

            (ii) the amount of such distribution  under the Agreement  allocable
      to principal and the amount  allocable to premium  (including  the Special
      Redemption Premium), if any;

            (iii) the amount of such distribution under the Agreement  allocable
      to interest;

            (iv) the  amount of such  distribution  under the  Escrow  Agreement
      allocable to interest;

            (v) the  amount  of such  distribution  under the  Escrow  Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.

            With respect to the Applicable  Certificates  registered in the name
of a Clearing Agency,  on the Record Date prior to each  Distribution  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such Record Date. On each Distribution  Date, the 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 Applicable Certificates.

            (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 an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,


<PAGE>

for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  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 Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

            (c) Promptly  following (i) the Transfer Date, if there has been any
change in the  information set forth in clauses (x), (y) and (z) below from that
set  forth  in page  S-51 of the  Prospectus  Supplement,  and  (ii)  any  early
redemption  or  purchase  of, or any  default  in the  payment of  principal  or
interest in respect of, any of the Equipment Notes held in the Applicable Trust,
or any Final  Withdrawal,  the Trustee  shall furnish to  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency, on the Transfer Date, the Trustee will request from such Clearing Agency
a securities  position  listing  setting forth the names of all Clearing  Agency
Participants  reflected on such Clearing  Agency's books as holding interests in
the  "Applicable  Certificates"  (as defined in the Related Pass  Through  Trust
Agreement)  on such date.  The 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 Applicable Certificates.

            (d) This Section 3.02  supersedes  and replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence  and during the  continuance  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in Section  6.01(b) of the Basic  Agreement,  all,  but not less
than all, of the Class A Certificates upon ten days' written notice to the Class
A Trustee  and each other  Applicable  Certificateholder,  provided  that (i) if
prior to the end of such ten day period any other  Applicable  Certificateholder
notifies such purchasing Applicable Certificateholder that such other Applicable
Certificateholder  wants  to  participate  in such  purchase,  then  such  other


<PAGE>

Applicable   Certificateholder   may  join   with  the   purchasing   Applicable
Certificateholder  to  purchase  all,  but not less  than  all,  of the  Class A
Certificates  pro  rata  based  on  the  Fractional  Undivided  Interest  in the
Applicable  Trust  held by each such  Applicable  Certificateholder  and (ii) if
prior to the end of such ten-day period any other  Applicable  Certificateholder
fails to  notify  the  purchasing  Applicable  Certificateholder  of such  other
Applicable  Certificateholder's  desire to participate in such a purchase,  then
such other  Applicable  Certificateholder  shall lose its right to purchase  the
Class A Certificates pursuant to this Section 4.01(a); and

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation of a Triggering Event,

            (i) each Class C Certificateholder shall have the right (which shall
      not expire  upon any  purchase  of the Class A  Certificates  pursuant  to
      clause  (a)  above)  to  purchase  all,  but not  less  than  all,  of the
      Applicable  Certificates  and the  Class A  Certificates  upon  ten  days'
      written notice to the Trustee,  the Class A Trustee and each other Class C
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class C Certificateholder  notifies such purchasing Class
      C  Certificateholder  that such other Class C  Certificateholder  wants to
      participate  in such purchase,  then such other Class C  Certificateholder
      may join with the purchasing  Class C  Certificateholder  to purchase all,
      but not less  than all,  of the  Applicable  Certificates  and the Class A
      Certificates  pro rata based on the Fractional  Undivided  Interest in the
      Class C Trust held by each such Class C Certificateholder and (B) if prior
      to the end of such  ten-day  period  any other  Class C  Certificateholder
      fails to notify the  purchasing  Class C  Certificateholder  of such other
      Class C Certificateholder's desire to participate in such a purchase, then
      such other Class C Certificateholder  shall lose its right to purchase the
      Applicable Certificates pursuant to this Section 4.01(b).

            (ii) each  Class D  Certificateholder  shall  have the right  (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause  (a) above or clause (i) above) to  purchase  all,  but not less
      than all, of the Applicable Certificates, the Class A Certificates and the
      Class C  Certificates  upon ten days' written  notice to the Trustee,  the
      Class  A  Trustee,   the  Class  C  Trustee   and  each   other   Class  D
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class D Certificateholder  notifies such purchasing Class
      D  Certificateholder  that such other Class D  Certificateholder  wants to
      participate  in such purchase,  then such other Class D  Certificateholder
      may join with the purchasing  Class D  Certificateholder  to purchase all,
      but not  less  than  all,  of the  Applicable  Certificates,  the  Class A
      Certificates and the Class C Certificates pro rata based on the Fractional
      Undivided  Interest  in the  Class D  Trust  held  by  each  such  Class D
      Certificateholder  and (B) if prior to the end of such ten-day  period any


<PAGE>

      other Class D  Certificateholder  fails to notify the  purchasing  Class D
      Certificateholder  of such  other  Class D  Certificateholder's  desire to
      participate in such a purchase,  then such other Class D Certificateholder
      shall lose its right to purchase the Applicable  Certificates  pursuant to
      this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  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 Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) 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  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class A Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof 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  4.01(b).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic Agreement,  upon payment from such Class C Certificateholder(s)  or
Class D  Certificateholder(s),  as the case may be,  of the  purchase  price set
forth in the first sentence of this paragraph,  forthwith sell, assign, transfer
and convey to the purchaser(s)  thereof  (without  recourse,  representation  or
warranty of any kind except for its own acts), all of the right, title, interest
and  obligation of such  Applicable  Certificateholder  in this  Agreement,  the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all Applicable  Certificates  and
Escrow Receipts held by such Applicable  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
purchaser  shall assume all of such Applicable  Certificateholder's  obligations
under  this  Agreement,   the  Escrow  Agreement,  the  Deposit  Agreement,  the
Intercreditor  Agreement,  the Liquidity Facilities,  the Note Documents and all
such Applicable  Certificates and Escrow Receipts.  The Applicable  Certificates
will be deemed to be purchased on the date payment of the purchase price is made


<PAGE>

notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (i) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (ii) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

            As used in this  Section  4.01,  the  terms  "Class A  Certificate",
"Class  A  Trustee",  "Class  C  Certificateholder",  Class  C  Trust",  Class C
Certificate" "Class C Trustee", "Class D Certificateholder" and "Class D Trust",
shall have the respective  meanings  assigned to such terms in the Intercreditor
Agreement.

            (c)  Except  as  expressly  set  forth  above,   this  Section  4.01
supersedes and replaces Section 6.01(b) of the Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

            Section  5.01.  ACQUISITION  OF TRUST  PROPERTY.  (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and  Assumption  Agreement on the date  specified in Section 7.01 of the Related
Trust  Supplement,  subject only to the satisfaction of the conditions set forth
in said Section 7.01. This Agreement (except only for the immediately  preceding
sentence  hereof,  which is effective upon execution and delivery  hereof) shall
become  effective  upon  the  execution  and  delivery  of  the  Assignment  and
Assumption  Agreement by the Trustee and the Related Trustee,  automatically and
without  any  further  signature  or action on the part of the  Company  and the
Trustee,  and shall thereupon constitute the legal, valid and binding obligation
of the  parties  hereto  enforceable  against  each  of the  parties  hereto  in
accordance  with its terms.  Upon such  execution and delivery of the Assignment
and Assumption Agreement, the Related Trust shall be terminated,  the Applicable
Certificateholders shall receive beneficial interests in the Applicable Trust in
exchange  for their  interests  in the Related  Trust equal to their  respective
beneficial  interests in the Related Trust and the  "Outstanding" (as defined in
the Related Pass Through Trust Agreement) pass through certificates representing
fractional  undivided  interests  in the  Related  Trust shall be deemed for all
purposes of this Agreement,  without further signature or action of any party or
Certificateholder, to be Certificates representing the same Fractional Undivided
Interests  in the Trust and Trust  Property.  By  acceptance  of its  Applicable
Certificate,  each  Applicable  Certificateholder  consents to and ratifies such
assignment,  transfer and delivery of the trust property of the Related Trust to


<PAGE>

the Trustee upon the execution  and delivery of the  Assignment  and  Assumption
Agreement.  The  provisions  of this Section  5.01(a)  supersede and replace the
provisions of Section 2.02 of the Basic Agreement (which are inapplicable to the
Trust), and all provisions of the Basic Agreement relating to Postponed Notes or
Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust.

            (b) The Trustee,  upon the execution and delivery of the  Assignment
and Assumption  Agreement,  acknowledges its acceptance of all right,  title and
interest in and to the Trust  Property and declares  that the Trustee  holds and
will hold such right, title and interest for the benefit of all then present and
future  Applicable  Certificateholders,  upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable  Certificate issued to
it under the Related Pass Through  Trust  Agreement and deemed issued under this
Agreement,  each  Holder of any such  Applicable  Certificate  as grantor of the
Applicable Trust thereby joins in the creation and declaration of the Applicable
Trust.  The  provisions  of this  Section  5.01(b)  supersede  and  replace  the
provisions of Section 2.03 of the Basic Agreement (which are inapplicable to the
Trust).

            Section 5.02.     [Intentionally Omitted]

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

            (b) Except as herein otherwise provided, no duties, responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

            Section 5.04.  REPRESENTATIONS  AND  WARRANTIES OF THE TRUSTEE.  The
Trustee hereby represents and warrants, on the Transfer Date, that:

            (a) the Trustee has full power, authority and legal right to receive
      the Trust Property assigned by the Related Trustee, assume the obligations
      under, and perform,  the Assignment and Assumption  Agreement,  this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note
      Documents  and has taken all necessary  action to authorize  such receipt,
      assumption  and   performance  by  it  of  this  Trust   Supplement,   the


<PAGE>

      Intercreditor  Agreement,  the Escrow  Agreement and the Note Documents to
      which it is a party;

            (b) the  receipt  of the Trust  Property  under the  Assignment  and
      Assumption  Agreement and the performance by the Trustee of the Assignment
      and  Assumption  Agreement,  this  Trust  Supplement,   the  Intercreditor
      Agreement,  the  Escrow  Agreement  and the  Note  Documents  (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;

            (c) the  receipt  of the Trust  Property  under the  Assignment  and
      Assumption  Agreement and the performance by the Trustee of the Assignment
      and  Assumption  Agreement,  this  Trust  Supplement,   the  Intercreditor
      Agreement,  the Escrow  Agreement and the Note  Documents 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 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

            (d) The Assignment  and Assumption  Agreement has been duly executed
      and delivered by the Trustee and this Trust Supplement,  the Intercreditor
      Agreement,  the Escrow Agreement and the Note Documents have been, or will
      be,  as  appli