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):
                              November 28, 2000


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


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


1600 Smith Street, Dept. HQSEO, Houston, Texas                  77002
(Address of principal executive offices)                     (Zip Code)


                                 (713) 324-5000
              (Registrant's telephone number, including area code)


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Item 7.  Financial Statements and Exhibits.

(c)   Exhibits.  The Exhibit Index is hereby incorporated by reference.  The
documents listed on the Exhibit Index are filed as Exhibits with reference to
the Registration Statement on Form S-3 (Registration No. 333-45834) of
Continental Airlines, Inc.  The Registration Statement and the Prospectus
Supplement, dated November 14, 2000, to the Prospectus, dated September 25,
2000, relate to the offering of Continental Airlines, Inc.'s Pass Through
Certificates, Series 2000-2.


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                                    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, Secretary
                                             and General Counsel

December 13, 2000


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                                  EXHIBIT INDEX

            1.1   Underwriting Agreement, dated November 14, 2000, among
                  Credit Suisse First Boston Corporation, Morgan Stanley &
                  Co. Incorporated, Chase Securities Inc., Goldman, Sachs &
                  Co. and Salomon Smith Barney Inc., as Underwriters, Credit
                  Suisse First Boston, New York branch, as Depositary, and
                  Continental Airlines, Inc.

            4.1   Revolving Credit Agreement (2000-2A-1), dated as of
                  November 28, 2000, between Wilmington Trust Company, as
                  Subordination Agent, as Borrower, and Landesbank
                  Hessen-Thuringen Girozentrale, as Liquidity Provider

            4.2   Revolving Credit Agreement (2000-2A-2), dated as of
                  November 28, 2000, between Wilmington Trust Company, as
                  Subordination Agent, as Borrower, and Landesbank
                  Hessen-Thuringen Girozentrale, as Liquidity Provider

            4.3   Revolving Credit Agreement (2000-2B), dated as of November
                  28, 2000, between Wilmington Trust Company, as
                  Subordination Agent, as Borrower, and Landesbank
                  Hessen-Thuringen Girozentrale, as Liquidity Provider

            4.4   Revolving Credit Agreement (2000-2C), dated as of November
                  28, 2000, between Wilmington Trust Company, as
                  Subordination Agent, as Borrower, and Landesbank
                  Hessen-Thuringen Girozentrale, as Liquidity Provider

            4.5   Trust Supplement No. 2000-2A-1-O, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.6   Trust Supplement No. 2000-2A-1-S, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.7   Trust Supplement No. 2000-2A-2-O, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.8   Trust Supplement No. 2000-2A-2-S, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.9   Trust Supplement No. 2000-2B-O, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997



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            4.10  Trust Supplement No. 2000-2B-S, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.11  Trust Supplement No. 2000-2C-O, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.12  Trust Supplement No. 2000-2C-S, dated November 28, 2000,
                  between Wilmington Trust Company, as Trustee, and
                  Continental Airlines, Inc. to Pass Through Trust Agreement,
                  dated as of September 25, 1997

            4.13  Intercreditor Agreement, dated as of November 28, 2000,
                  among Wilmington Trust Company, as Trustee, Landesbank
                  Hessen-Thuringen Girozentrale, as Liquidity Provider, and
                  Wilmington Trust Company, as Subordination Agent and Trustee

            4.14  Deposit Agreement (Class A-1), dated as of November 28,
                  2000, between First Security Bank, National Association, as
                  Escrow Agent, and Credit Suisse First Boston, New York
                  branch, as Depositary

            4.15  Deposit Agreement (Class A-2), dated as of November 28,
                  2000, between First Security Bank, National Association, as
                  Escrow Agent, and Credit Suisse First Boston, New York
                  branch, as Depositary

            4.16  Deposit Agreement (Class B), dated as of November 28, 2000,
                  between First Security Bank, National Association, as
                  Escrow Agent, and Credit Suisse First Boston, New York
                  branch, as Depositary

            4.17  Deposit Agreement (Class C), dated as of November 28, 2000,
                  between First Security Bank, National Association, as
                  Escrow Agent, and Credit Suisse First Boston, New York
                  branch, as Depositary

            4.18  Escrow and Paying Agent Agreement (Class A-1), dated as of
                  November 28, 2000, among First Security Bank, National
                  Association, as Escrow Agent, Credit Suisse First Boston
                  Corporation, Morgan Stanley & Co. Incorporated, Chase
                  Securities Inc., Goldman, Sachs & Co. and Salomon Smith
                  Barney Inc., as Underwriters, Wilmington Trust Company, as
                  Trustee, and Wilmington Trust Company, as Paying Agent

            4.19  Escrow and Paying Agent Agreement (Class A-2), dated as of
                  November 28, 2000, among First Security Bank, National
                  Association, as Escrow Agent, Credit Suisse First Boston
                  Corporation, Morgan Stanley & Co. Incorporated, Chase
                  Securities Inc., Goldman, Sachs & Co. and Salomon Smith
                  Barney Inc., as Underwriters, Wilmington Trust Company, as
                  Trustee, and Wilmington Trust Company, as Paying Agent



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            4.20  Escrow and Paying Agent Agreement (Class B), dated as of
                  November 28, 2000, among First Security Bank, National
                  Association, as Escrow Agent, Credit Suisse First Boston
                  Corporation, Morgan Stanley & Co. Incorporated, Chase
                  Securities Inc., Goldman, Sachs & Co. and Salomon Smith
                  Barney Inc., as Underwriters, Wilmington Trust Company, as
                  Trustee, and Wilmington Trust Company, as Paying Agent

            4.21  Escrow and Paying Agent Agreement (Class C), dated as of
                  November 28, among First Security Bank, National
                  Association, as Escrow Agent, Credit Suisse First Boston
                  Corporation, Morgan Stanley & Co. Incorporated, Chase
                  Securities Inc., Goldman, Sachs & Co. and Salomon Smith
                  Barney Inc., as Underwriters, Wilmington Trust Company, as
                  Trustee, and Wilmington Trust Company, as Paying Agent

            4.22  Note Purchase Agreement, dated as of November 28, 2000,
                  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

            4.23  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)

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

            4.25  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)

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

            4.27  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)

            4.28  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)



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            4.29  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)

            4.30  7.707% Continental Airlines Pass Through Certificate
                  2000-2A-1-O, Certificate No. 1

            4.31  7.487% Continental Airlines Pass Through Certificate
                  2000-2A-2-O, Certificate No. 1

            4.32  8.307% Continental Airlines Pass Through Certificate
                  2000-2B-O, Certificate No. 1

            4.33  8.312% Continental Airlines Pass Through Certificate
                  2000-2C-O, Certificate No. 1

            23.1  Consent of Aircraft Information Services, Inc., dated
                  November 10, 2000

            23.2  Consent of AVITAS, Inc., dated November 10, 2000

            23.3  Consent of Morten Beyer and Agnew, Inc., dated November 10,
                  2000






                      CONTINENTAL AIRLINES, INC., ISSUER

                   Pass Through Certificates, Series 2000-2

                            UNDERWRITING AGREEMENT

                                                November 14, 2000

Credit Suisse First Boston Corporation
Morgan Stanley & Co. Incorporated
Chase Securities Inc.
Goldman, Sachs & Co.
Salomon Smith Barney Inc.
c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York  10010-3629
Dear Sirs:

            Continental Airlines, Inc., a Delaware corporation (the
"Company"), proposes that Wilmington Trust Company, as trustee under each of
the Original Trusts (as defined below) (each a "Trustee"), issue and sell to
the underwriters named in Schedule II hereto its pass through certificates in
the aggregate principal amounts and with the interest rates and final
distribution dates set forth on Schedule I hereto (the "Certificates") on the
terms and conditions stated herein.

            The Certificates will be issued pursuant to a Pass Through Trust
Agreement, dated as of September 25, 1997 (the "Basic Agreement"), between
the Company and the Trustee, as supplemented with respect to the issuance of
each class of Certificates by a separate Pass Through Trust Supplement to be
dated as of the Closing Date (as defined below) (individually, an "Original
Trust Supplement"), between the Company
 and the Trustee (the Basic Agreement
as supplemented by each such Original Trust Supplement being referred to
herein individually as an "Original Pass Through Trust Agreement").  The
Original Trust Supplements are related to the creation and administration of
Continental Airlines Pass Through Trust 2000-2A-1-O (the "Class A-1 Trust"),
Continental Airlines Pass Through Trust 2000-2A-2-O (the "Class A-2 Trust"),
Continental Airlines Pass Through Trust, 2000-2B-O (the "Class B Trust") and
Continental Airlines Pass Through Trust 2000-2C-O (the "Class C Trust";
together with the Class A-1 Trust, the Class A-2 Trust and the Class B Trust,
the "Original Trusts").  As used herein, unless the context otherwise
requires, the term "Underwriters" shall mean the firms named as Underwriters
in Schedule II, and the term "you" shall mean Credit Suisse First Boston
Corporation ("CSFB").

            The cash proceeds of the offering of Certificates by each
Original Trust, to the extent not used to purchase Equipment Notes (as
defined in the Note Purchase Agreement (as defined below)) on the Closing
Date, will be paid to First Security Bank, N.A., as escrow agent (the "Escrow
Agent"), under an Escrow and Paying Agent Agreement among the Escrow Agent,
the Underwriters, the Trustee of such Original Trust and Wilmington Trust
Company, as paying agent (the "Paying Agent"), for the benefit of the holders


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of Certificates issued by such Original Trust (each, an "Escrow Agreement").
The Escrow Agent will deposit such cash proceeds (each, a "Deposit") with
Credit Suisse First Boston, New York branch (the "Depositary"), in accordance
with a Deposit Agreement relating to such Original Trust (each, a "Deposit
Agreement"), and will withdraw Deposits upon request to allow the Trustee to
purchase Equipment Notes from time to time pursuant to a Note Purchase
Agreement to be dated as of the Closing Date (the "Note Purchase Agreement")
among the Company, Wilmington Trust Company, as Trustee of each of the
Original Trusts, as Subordination Agent (as hereinafter defined) and as
Paying Agent, and the Escrow Agent.  Each Escrow Agent will issue receipts to
be attached to each related Certificate ("Escrow Receipts") representing each
holder's fractional undivided interest in amounts deposited with such Escrow
Agent with respect to the related class of Certificates and will pay to such
holders through the related Paying Agent interest accrued on the Deposits and
received by such Paying Agent pursuant to the related Deposit Agreement at a
rate per annum equal to the interest rate applicable to the corresponding
Certificates.

            On the earlier of (i) the first Business Day following
February 1, 2002 or, if later, the fifth Business Day following the Delivery
Period Termination Date (as defined in the Note Purchase Agreement) and
(ii) the fifth Business Day following the occurrence of a Triggering Event
(as defined in the Intercreditor Agreement) (such Business Day, the "Trust
Transfer Date"), each of the Original Trusts will transfer and assign all of
its assets and rights to a newly-created successor trust with substantially
identical terms except as described in the Prospectus Supplement (as
hereinafter defined) (each, a "Successor Trust" and, together with the
Original Trusts, the "Trusts") governed by the Basic Agreement, as
supplemented with respect to each class of Certificates by a separate Pass
Through Trust Supplement (individually, a "Successor Trust Supplement"),
between the Company and the Trustee (the Basic Agreement, as supplemented by
each such Successor Trust Supplement, being referred to herein individually
as a "Successor Pass Through Trust Agreement" and, together with the Original
Pass Through Trust Agreements, the "Designated Agreements").  Each
Certificate outstanding on the Trust Transfer Date will represent the same
interest in the Successor Trust as the Certificate represented in the
Original Trust.  Wilmington Trust Company initially will also act as trustee
of the Successor Trusts (each, a "Successor Trustee").

            Certain amounts of interest payable on the Certificates will be
entitled to the benefits of separate liquidity facilities.  Landesbank
Hessen-Thuringen Girozentrale (the "Liquidity Provider") will enter into
separate revolving credit agreements with respect to the Class A-1 Trust, the
Class A-2 Trust, the Class B Trust and the Class C Trust (collectively, the
"Liquidity Facilities") to be dated as of the Closing Date for the benefit of
the holders of the Certificates issued by such Original Trusts.  The
Liquidity Provider and the holders of the Certificates will be entitled to
the benefits of an Intercreditor Agreement to be dated as of the Closing Date
(the "Intercreditor Agreement") among the Trustees, Wilmington Trust Company,
as subordination agent and trustee thereunder (the "Subordination Agent"),
and the Liquidity Provider.

            The Company has filed with the Securities and Exchange Commission
(the "Commission") a shelf registration statement on Form S-3 (File
No. 333-45834) relating to pass through certificates (such registration
statement (including the respective exhibits thereto and the respective
documents filed by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended, and the rules and regulations of the


<PAGE>

Commission thereunder (collectively, the "Exchange Act"), that are
incorporated by reference therein), as amended at the date hereof, being
herein referred to as the "Registration Statement") and the offering thereof
from time to time in accordance with Rule 415 of the Securities Act of 1933,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Securities Act").  The Registration Statement has been
declared effective by the Commission.  A final prospectus supplement
reflecting the terms of the Certificates, the terms of the offering thereof
and other matters relating to the Certificates, as further specified in
Section 4(d) hereof, will be prepared and filed together with the basic
prospectus referred to below pursuant to Rule 424 under the Securities Act
(such prospectus supplement, in the form first filed on or after the date
hereof pursuant to Rule 424, being herein referred to as the "Prospectus
Supplement" and any such prospectus supplement in the form or forms filed
prior to the filing of the Prospectus Supplement being herein referred to as
a "Preliminary Prospectus Supplement").  The basic prospectus included in the
Registration Statement and relating to all offerings of pass through
certificates under the Registration Statement, as supplemented by the
Prospectus Supplement, and including the documents incorporated by reference
therein, is herein called the "Prospectus", except that, if such basic
prospectus is amended or supplemented on or prior to the date on which the
Prospectus Supplement is first filed pursuant to Rule 424, the term
"Prospectus" shall refer to such basic prospectus as so amended or
supplemented and as supplemented by the Prospectus Supplement.  Any reference
herein to the terms "amendment" or "supplement" with respect to the
Prospectus or any Preliminary Prospectus Supplement shall be deemed to refer
to and include any documents filed with the Commission under the Exchange Act
after the date the Prospectus is filed with the Commission, or the date of
such Preliminary Prospectus Supplement, as the case may be, and incorporated
therein by reference pursuant to Item 12 of Form S-3 under the Securities Act.

            Capitalized terms not otherwise defined in this Underwriting
Agreement (the "Agreement") shall have the meanings specified therefor in the
Original Pass Through Trust Agreements, in the Note Purchase Agreement or in
the Intercreditor Agreement; PROVIDED that, as used in this Agreement, the
term "Operative Agreements" shall mean the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Liquidity Facilities, the
Designated Agreements, the Assignment and Assumption Agreements, and the
Financing Agreements (as defined in the Note Purchase Agreement).

            1. REPRESENTATIONS AND WARRANTIES. (a) The Company represents and
warrants to, and agrees with each Underwriter that:

            (i)   The Company meets the requirements for use of Form S-3
      under the Securities Act; the Registration Statement has become
      effective; and, on the original effective date of the Registration
      Statement, the Registration Statement complied in all material respects
      with the requirements of the Securities Act.  On the original effective
      date of the Registration Statement, the Registration Statement did not
      include any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein not misleading, and on the date hereof and on the
      Closing Date, the Prospectus, as amended and supplemented, if the
      Company shall have furnished any amendment or supplement thereto, does
      not and will not include an untrue statement of a material fact and
      does not and will not omit to state a material fact necessary in order
      to make the statements therein, in the light of the circumstances under


<PAGE>

      which they were made, not misleading.  The preceding sentence does not
      apply to (x) statements in or omissions from the Registration
      Statement, the Preliminary Prospectus or the Prospectus based upon (A)
      written information furnished to the Company by any Underwriter through
      you expressly for use therein ("Underwriter Information") or (B) the
      Depositary Information (as hereinafter defined) or (y) statements or
      omissions in that part of each Registration Statement which shall
      constitute the Statement of Eligibility of the Trustee under the Trust
      Indenture Act of 1939, as amended (the "Trust Indenture Act"), on Form
      T-1.

            (ii)  The documents incorporated by reference in the Prospectus
      pursuant to Item 12 of Form S-3 under the Securities Act, at the time
      they were or hereafter, during the period mentioned in paragraph 4(a)
      below, are filed with the Commission, complied or will comply, as the
      case may be, in all material respects with the requirements of the
      Exchange Act.

            (iii) The Company has been duly incorporated and is an existing
      corporation in good standing under the laws of the State of Delaware,
      with corporate power and authority to own, lease and operate its
      property and to conduct its business as described in the Prospectus;
      and the Company is duly qualified to do business as a foreign
      corporation in good standing in all other jurisdictions in which its
      ownership or lease of property or the conduct of its business requires
      such qualification, except where the failure to be so qualified would
      not have a material adverse effect on the condition (financial or
      otherwise), business, properties or results of operations of the
      Company and its consolidated subsidiaries taken as a whole (a
      "Continental Material Adverse Effect").

            (iv)  Each of Continental Micronesia, Inc., Air Micronesia Inc.
      and Continental Express, Inc. (together, the "Subsidiaries") has been
      duly incorporated and is an existing corporation in good standing under
      the laws of the jurisdiction of its incorporation, with corporate power
      and authority to own, lease and operate its properties and to conduct
      its business as described in the Prospectus; and each Subsidiary is
      duly qualified to do business as a foreign corporation in good standing
      in all other jurisdictions in which its ownership or lease of property
      or the conduct of its business requires such qualification, except
      where the failure to be so qualified would not have a Continental
      Material Adverse Effect; all of the issued and outstanding capital
      stock of each Subsidiary has been duly authorized and validly issued
      and is fully paid and nonassessable; and, except as described in the
      Prospectus, each Subsidiary's capital stock owned by the Company,
      directly or through subsidiaries, is owned free from liens,
      encumbrances and defects.

            (v)   Except as described in the Prospectus, the Company is not
      in default in the performance or observance of any obligation,
      agreement, covenant or condition contained in any contract, indenture,
      mortgage, loan agreement, note, lease or other instrument to which it
      is a party or by which it may be bound or to which any of its
      properties may be subject, except for such defaults that would not have
      a Continental Material Adverse Effect.  The execution, delivery and
      performance of this Agreement and the Operative Agreements to which the
      Company is or will be a party and the consummation of the transactions
      contemplated herein and therein have been duly authorized by all
      necessary corporate action of the Company and will not result in any


<PAGE>

      breach of any of the terms, conditions or provisions of, or constitute
      a default under, or result in the creation or imposition of any lien,
      charge or encumbrance (other than any lien, charge or encumbrance
      created under any Operative Agreement) upon any property or assets of
      the Company pursuant to any indenture, loan agreement, contract,
      mortgage, note, lease or other instrument to which the Company is a
      party or by which the Company may be bound or to which any of the
      property or assets of the Company is subject, which breach, default,
      lien, charge or encumbrance, individually or in the aggregate, would
      have a Continental Material Adverse Effect, nor will any such
      execution, delivery or performance result in any violation of the
      provisions of the charter or by-laws of the Company or any statute, any
      rule, regulation or order of any governmental agency or body or any
      court having jurisdiction over the Company.

            (vi)  No consent, approval, authorization, or order of, or filing
      with, any governmental agency or body or any court is required for the
      valid authorization, execution and delivery by the Company of this
      Agreement and the Operative Agreements to which it is or will be a
      party and for the consummation of the transactions contemplated herein
      and therein, except (x) such as may be required under the Securities
      Act, the Trust Indenture Act, the securities or "blue sky" or similar
      laws of the various states and of foreign jurisdictions or rules and
      regulations of the National Association of Securities Dealers, Inc.,
      and (y) filings or recordings with the Federal Aviation Administration
      (the "FAA") and under the Uniform Commercial Code as is in effect in
      the State of Texas, the State of Delaware and the State of Utah, which
      filings or recordings referred to in this clause (y), with respect to
      any particular set of Financing Agreements, shall have been made, or
      duly presented for filing or recordation, or shall be in the process of
      being duly filed or filed for recordation, on or prior to the
      applicable Funding Date for the Aircraft related to such Financing
      Agreements.

            (vii) This Agreement has been duly authorized, executed and
      delivered by the Company and the Operative Agreements to which the
      Company will be a party will be duly executed and delivered by the
      Company on or prior to the Closing Date or the applicable Funding Date,
      as the case may be.

            (viii) The Operative Agreements to which the Company is or will be a
      party, when duly executed and delivered by the Company, assuming that such
      Operative Agreements have been duly authorized, executed and delivered by,
      and constitute the legal, valid and binding obligations of, each other
      party thereto, will constitute valid and binding obligations of the
      Company enforceable in accordance with their terms, except (w) as
      enforcement thereof may be limited by bankruptcy, insolvency (including,
      without limitation, all laws relating to fraudulent transfers),
      reorganization, moratorium or other similar laws now or hereafter in
      effect relating to creditors' rights generally, (x) as enforcement thereof
      is subject to general principles of equity (regardless of whether
      enforcement is considered in a proceeding in equity or at law), (y) that
      the enforceability of the Leases may also be limited by applicable laws
      which may affect the remedies provided therein but which do not affect the
      validity of the Leases or make such remedies inadequate for the practical
      realization of the benefits intended to be provided thereby and (z) with
      respect to indemnification and contribution provisions, as enforcement
      thereof may be limited by applicable law, and subject, in the case of the


<PAGE>

      Successor Pass Through Trust Agreements, to the delayed effectiveness
      thereof as set forth therein. The Basic Agreement as executed is
      substantially in the form filed as an exhibit to the Company's current
      report on Form 8-K dated September 25, 1997 and has been duly qualified
      under the Trust Indenture Act. The Certificates and the Designated
      Agreements to which the Company is, or is to be, a party will conform in
      all material respects to the descriptions thereof in the Prospectus.

            (ix)  The consolidated financial statements incorporated by
      reference in the Prospectus, together with the related notes thereto,
      present fairly in all material respects the financial position of the
      Company and its consolidated subsidiaries at the dates indicated and
      the consolidated results of operations and cash flows of the Company
      and its consolidated subsidiaries for the periods specified.  Such
      financial statements have been prepared in conformity with generally
      accepted accounting principles applied on a consistent basis throughout
      the periods involved, except as otherwise stated therein and except
      that the unaudited financial statements do not have all required
      footnotes.  The financial statement schedules, if any, incorporated by
      reference in the Prospectus present the information required to be
      stated therein.

            (x)   The Company is a "citizen of the United States" within the
      meaning of Section 40102(a)(15) of Title 49 of the United States Code,
      as amended, and holds an air carrier operating certificate issued
      pursuant to Chapter 447 of Title 49 of the United States Code, as
      amended, for aircraft capable of carrying 10 or more individuals or
      6,000 pounds or more of cargo.  All of the outstanding shares of
      capital stock of the Company have been duly authorized and validly
      issued and are fully paid and non-assessable.

            (xi)  On or prior to the Closing Date, the issuance of the
      Certificates will be duly authorized by the Trustee.  When duly
      executed, authenticated, issued and delivered in the manner provided
      for in the Original Pass Through Trust Agreements and sold and paid for
      as provided in this Agreement, the Certificates will be legally and
      validly issued and will be entitled to the benefits of the relevant
      Original Pass Through Trust Agreements; based on applicable law as in
      effect on the date hereof, upon the execution and delivery of the
      Assignment and Assumption Agreements in accordance with the Original
      Pass Through Trust Agreements, the Certificates will be legally and
      validly outstanding under the related Successor Pass Through Trust
      Agreements; and when executed, authenticated, issued and delivered in
      the manner provided for in the Escrow Agreements, the Escrow Receipts
      will be legally and validly issued and will be entitled to the benefits
      of the related Escrow Agreements.

            (xii) Except as disclosed in the Prospectus, the Company and the
      Subsidiaries have good and marketable title to all real properties and
      all other properties and assets owned by them, in each case free from
      liens, encumbrances and defects except where the failure to have such
      title would not have a Continental Material Adverse Effect; and except
      as disclosed in the Prospectus, the Company and the Subsidiaries hold
      any leased real or personal property under valid and enforceable leases
      with no exceptions that would have a Continental Material Adverse
      Effect.


<PAGE>

            (xiii) Except as disclosed in the Prospectus, there is no action,
      suit or proceeding before or by any governmental agency or body or court,
      domestic or foreign, now pending or, to the knowledge of the Company,
      threatened against the Company or any of its subsidiaries or any of their
      respective properties that individually (or in the aggregate in the case
      of any class of related lawsuits), could reasonably be expected to result
      in a Continental Material Adverse Effect or that could reasonably be
      expected to materially and adversely affect the consummation of the
      transactions contemplated by this Agreement or the Operative Agreements.

            (xiv) Except as disclosed in the Prospectus, no labor dispute
      with the employees of the Company or any subsidiary exists or, to the
      knowledge of the Company, is imminent that could reasonably be expected
      to have a Continental Material Adverse Effect.

            (xv)  Each of the Company and the Subsidiaries has all necessary
      consents, authorizations, approvals, orders, certificates and permits
      of and from, and has made all declarations and filings with, all
      federal, state, local and other governmental authorities, all
      self-regulatory organizations and all courts and other tribunals, to
      own, lease, license and use its properties and assets and to conduct
      its business in the manner described in the Prospectus, except to the
      extent that the failure to so obtain, declare or file would not have a
      Continental Material Adverse Effect.

            (xvi) Except as disclosed in the Prospectus, (x) neither the
      Company nor any of the Subsidiaries is in violation of any statute,
      rule, regulation, decision or order of any governmental agency or body
      or any court, domestic or foreign, relating to the use, disposal or
      release of hazardous or toxic substances (collectively, "environmental
      laws"), owns or operates any real property contaminated with any
      substance that is subject to any environmental laws, or is subject to
      any claim relating to any environmental laws, which violation,
      contamination, liability or claim individually or in the aggregate is
      reasonably expected to have a Continental Material Adverse Effect, and
      (y) the Company is not aware of any pending investigation which might
      lead to such a claim that is reasonably expected to have a Continental
      Material Adverse Effect.

            (xvii)      The accountants that examined and issued an auditors'
      report with respect to the consolidated financial statements of the
      Company and the financial statement schedules, if any, included or
      incorporated by reference in the Registration Statement are independent
      public accountants within the meaning of the Securities Act.

            (xviii) Neither the Company nor any of the Original Trusts is, nor
      (based on applicable law as in effect on the date hereof) will any of the
      Successor Trusts be, as of the execution and delivery of the Assignment
      and Assumption Agreements in accordance with the Original Pass Through
      Trust Agreements, an "investment company", or an entity "controlled" by an
      "investment company", within the meaning of the Investment Company Act of
      1940, as amended (the "Investment Company Act"), in each case required to
      register under the Investment Company Act; and after giving effect to the
      offering and sale of the Certificates and the application of the proceeds
      thereof as described in the Prospectus, neither the Original Trusts will


<PAGE>

      be, nor (based on applicable law as in effect on the date hereof) will any
      of the Successor Trusts be, as of the execution and delivery of the
      Assignment and Assumption Agreements in accordance with the Original Pass
      Through Trust Agreements, nor will the escrow arrangements contemplated by
      the Escrow Agreement result in the creation of, an "investment company",
      or an entity "controlled" by an "investment company", as defined in the
      Investment Company Act, in each case required to register under the
      Investment Company Act.

            (xix) This Agreement and the other Operative Agreements to which the
      Company is or will be a party will, upon execution and delivery thereof,
      conform in all material respects to the descriptions thereof contained in
      the Prospectus (other than, in the case of the Financing Agreements, as
      described in the Prospectus).

            (xx)  No Appraiser is an affiliate of the Company or, to the
      knowledge of the Company, has a substantial interest, direct or
      indirect, in the Company.  To the knowledge of the Company, none of the
      officers and directors of any of such Appraisers are connected with the
      Company or any of its affiliates as an officer, employee, promoter,
      underwriter, trustee, partner, director or person performing similar
      functions.

            (b)   The Depositary represents and warrants to, and agrees with,
each Underwriter and the Company that:

            (i)   The information pertaining to the Depositary set forth
      under the caption "Description of the Deposit Agreements -- Depositary"
      (collectively, the "Depositary Information") in the Prospectus, as
      amended and supplemented, if the Company shall have furnished any
      amendment or supplement thereto, does not, and will not as of the
      Closing Date, contain any untrue statement of a material fact.

            (ii)  The Depositary has been duly organized and is validly
      existing in good standing under the laws of Switzerland and is duly
      qualified to conduct banking business in the State of New York through
      its New York branch, with corporate power and authority to own, lease
      and operate its property, to conduct its business as described in the
      Depositary Information and to enter into and perform its obligations
      under this Agreement and the Deposit Agreements.

            (iii) No consent, approval, authorization, or order of, or filing
      with any governmental agency or body or any court is required for the
      valid authorization, execution and delivery by the Depositary of this
      Agreement and the Deposit Agreements and for the consummation of the
      transactions contemplated herein and therein, except such as may have
      been obtained.

            (iv)  The execution and delivery by the Depositary of this
      Agreement and the Deposit Agreements and the consummation of the
      transactions contemplated herein and therein have been duly authorized
      by the Depositary and will not violate any law, governmental rule or
      regulation or any of its organizational documents or any order, writ,
      injunction or decree of any court or governmental agency against it or


<PAGE>

      the provisions of any indenture, loan agreement, contract or other
      instrument to which it is a party or is bound.

            (v)   This Agreement has been duly executed and delivered by the
      Depositary, and the Deposit Agreements will be duly executed and
      delivered by the Depositary on or prior to the Closing Date.

            (vi)  The Deposit Agreements, when duly executed and delivered by
      the Depositary, assuming that such Deposit Agreements have been duly
      authorized, executed and delivered by, and constitute the legal, valid
      and binding obligations of, the Escrow Agent, will constitute the
      legal, valid and binding obligations of the Depositary enforceable in
      accordance with their terms, except (x) as enforcement thereof may be
      limited by bankruptcy, insolvency (including, without limitation, all
      laws relating to fraudulent transfers), reorganization, moratorium or
      other similar laws now or hereinafter in effect relating to creditors'
      rights generally and (y) as enforcement thereof is subject to general
      principles of equity (regardless of whether enforcement is considered
      in a proceeding in equity or at law).

            (vii) Payments of interest and principal in respect of the
      Deposits are not subject under the laws of Switzerland or any political
      subdivision thereof to any withholdings or similar charges or
      deductions.

            (c)   The parties agree that any certificate signed by a duly
authorized officer of the Company and delivered to an Underwriter, or to
counsel for the Underwriters, on the Closing Date and in connection with this
Agreement or the offering of the Certificates, shall be deemed a
representation and warranty by (and only by) the Company to the Underwriters
as to the matters covered thereby.

            2. PURCHASE, SALE AND DELIVERY OF CERTIFICATES. (a) On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and the conditions herein set forth, the Company agrees to cause the
Trustees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Trustees, at a purchase price of 100% of the
principal amount thereof, the aggregate principal amount of Certificates of each
Pass Through Certificate designation set forth opposite the name of such
Underwriter in Schedule II. Concurrently with the issuance of the Certificates,
the Escrow Agents shall issue and deliver to the Trustees the Escrow Receipts in
accordance with the terms of the Escrow Agreements, which Escrow Receipts shall
be attached to the related Certificates.

            (b)   The Company is advised by you that the Underwriters propose
to make a public offering of the Certificates as set forth in the Prospectus
Supplement as soon after this Agreement has been entered into as in your
judgment is advisable.  The Company is further advised by you that the
Certificates are to be offered to the public initially at 100% of their
principal amount -- the public offering price -- plus accrued interest, if
any, and to certain dealers selected by the Underwriters at concessions not
in excess of the concessions set forth in the Prospectus, and that the
Underwriters may allow, and such dealers may reallow, concessions not in
excess of the concessions set forth in the Prospectus to certain other
dealers.


<PAGE>

            (c)   As underwriting commission and other compensation to the
Underwriters for their respective commitments and obligations hereunder in
respect of the Certificates, including their respective undertakings to
distribute the Certificates, the Company will pay to CSFB for the accounts of
the Underwriters the amount set forth in Schedule III hereto, which amount
shall be allocated among the Underwriters in the manner determined by you.
Such payment will be made on the Closing Date simultaneously with the
issuance and sale of the Certificates (with attached Escrow Receipts) to the
Underwriters.  Payment of such compensation shall be made by Federal funds
check or by wire transfer of immediately available funds.

            (d)   Delivery of and payment for the Certificates (with attached
Escrow Receipts) shall be made at the offices of Hughes Hubbard & Reed LLP at
One Battery Park Plaza, New York, New York 10004 at 10:00 A.M. on November
28, 2000 or such other date, time and place as may be agreed upon by the
Company and you (such date and time of delivery and payment for the
Certificates (with attached Escrow Receipts) being herein called the "Closing
Date").  Delivery of the Certificates (with attached Escrow Receipts) issued
by each Original Trust shall be made to CSFB's account at The Depository
Trust Company ("DTC") for the respective accounts of the several Underwriters
against payment by the Underwriters of the purchase price thereof.  Payment
for the Certificates issued by each Original Trust and the related Escrow
Receipts attached thereto shall be made by the Underwriters by wire transfer
of immediately available funds to the accounts and in the manner specified in
the related Escrow Agreements (PROVIDED, that if the Company notifies you
that a Delivery Date is occurring on the Closing Date, a portion of such
payment in the amount specified by the Company shall be paid to the accounts
and in the manner specified in the related Participation Agreement).  The
Certificates (with attached Escrow Receipts) issued by each Original Trust
shall be in the form of one or more fully registered global certificates, and
shall be deposited with the related Trustee as custodian for DTC and
registered in the name of Cede & Co.

            (e)   The Company agrees to have the Certificates (with attached
Escrow Receipts) available for inspection and checking by you in New York,
New York not later than 1:00 P.M. on the business day prior to the Closing
Date.

            (f)   It is understood that each Underwriter has authorized you,
on its behalf and for its account, to accept delivery of, receipt for, and
make payment of the purchase price for, the Certificates (with attached
Escrow Receipts) that it has agreed to purchase.  You, individually and not
as a representative, may (but shall not be obligated to) make payment of the
purchase price for the Certificates to be purchased by any Underwriter whose
check or checks shall not have been received by the Closing Date.

            3. CONDITIONS OF UNDERWRITERS' OBLIGATIONS. The several obligations
of the Underwriters to purchase and pay for the Certificates pursuant to this
Agreement are subject to the following conditions:

            (a)   On the Closing Date, no stop order suspending the
      effectiveness of the Registration Statement shall have been issued
      under the Securities Act and no proceedings therefor shall have been
      instituted or threatened by the Commission.


<PAGE>

            (b)   On the Closing Date, you shall have received an opinion of
      Hughes Hubbard & Reed LLP, as counsel for the Company, dated the
      Closing Date, in form and substance reasonably satisfactory to you and
      substantially to the effect set forth in Exhibit A hereto.

            (c)   On the Closing Date, you shall have received an opinion of
      the General Counsel of the Company, dated the Closing Date, in form and
      substance reasonably satisfactory to you and substantially to the
      effect set forth in Exhibit B hereto.

            (d)   On the Closing Date, you shall have received an opinion of
      Richards, Layton & Finger, P.A., counsel for Wilmington Trust Company,
      individually and as Trustee, Subordination Agent and Paying Agent,
      dated the Closing Date, in form and substance reasonably satisfactory
      to you and substantially to the effect set forth in Exhibit C hereto.

            (e)   On the Closing Date, you shall have received an opinion of
      Ray, Quinney & Nebeker, counsel for the Escrow Agent, dated the Closing
      Date, in form and substance reasonably satisfactory to you and
      substantially to the effect set forth in Exhibit D hereto.

            (f)   On the Closing Date, you shall have received an opinion of
      Katrin Schutz and Jurgen Necker, German in-house counsel for the
      Liquidity Provider, dated the Closing Date, in form and substance
      reasonably satisfactory to you and substantially to the effect set
      forth in Exhibit E hereto.

            (g)   On the Closing Date, you shall have received an opinion of
      Winthrop, Stimson, Putnam & Roberts, special New York counsel to the
      Liquidity Provider, dated the Closing Date, in form and substance
      reasonably satisfactory to you and substantially to the effect set
      forth in Exhibit F hereto.

            (h)   On the Closing Date, you shall have received an opinion of
      Roger Wiegley, New York in-house counsel for the Depositary, dated the
      Closing Date, in form and substance reasonably satisfactory to you and
      substantially to the effect set forth in Exhibit G hereto.

            (i)   On the Closing Date, you shall have received an opinion of
      Mark Schieweck, Swiss in-house counsel for the Depositary, dated the
      Closing Date, in form and substance reasonably satisfactory to you and
      substantially to the effect set forth in Exhibit H hereto.

            (j)   On the Closing Date, you shall have received an opinion of
      Milbank, Tweed, Hadley & McCloy LLP, counsel for the Underwriters,
      dated as of the Closing Date, with respect to the issuance and sale of
      the Certificates, the Registration Statement, the Prospectus and other
      related matters as the Underwriters may reasonably require.

            (k)   Subsequent to the execution and delivery of this Agreement,
      there shall not have occurred any change, or any development or event
      involving a prospective change, in the condition (financial or other),
      business, properties or results of operations of the Company and its
      subsidiaries considered as one enterprise that, in your judgment, is


<PAGE>

      material and adverse and that makes it, in your judgment, impracticable
      to proceed with the completion of the public offering of the
      Certificates on the terms and in the manner contemplated by the
      Prospectus.

            (l)   You shall have received on the Closing Date a certificate,
      dated the Closing Date and signed by the President or any Vice
      President of the Company, to the effect that the representations and
      warranties of the Company contained in this Agreement are true and
      correct as of the Closing Date as if made on the Closing Date (except
      to the extent that they relate solely to an earlier date, in which case
      they shall be true and accurate as of such earlier date), that the
      Company has performed all its obligations to be performed hereunder on
      or prior to the Closing Date and that, subsequent to the execution and
      delivery of this Agreement, there shall not have occurred any material
      adverse change, or any development or event involving a prospective
      material adverse change, in the condition (financial or other),
      business, properties or results of operations of the Company and its
      subsidiaries considered as one enterprise, except as set forth in or
      contemplated by the Prospectus.

            (m)   You shall have received from Ernst & Young LLP a letter,
      dated the date hereof, in form and substance satisfactory to you.

            (n)   Subsequent to the execution and delivery of this Agreement
      and prior to the Closing Date, there shall not have been any
      downgrading in the rating accorded any of the Company's securities
      (except for any pass through certificates) by any "nationally
      recognized statistical rating organization", as such term is defined
      for purposes of Rule 436(g)(2) under the Securities Act, or any public
      announcement that any such organization has under surveillance or
      review, in each case for possible change, its ratings of any such
      securities other than pass through certificates (other than an
      announcement with positive implications of a possible upgrading, and no
      implication of a possible downgrading, of such rating).

            (o)   Each of the Appraisers shall have furnished to the
      Underwriters a letter from such Appraiser, addressed to the Company and
      dated the Closing Date, confirming that such Appraiser and each of its
      directors and officers (i) is not an affiliate of the Company or any of
      its affiliates, (ii) does not have any substantial interest, direct or
      indirect, in the Company or any of its affiliates and (iii) is not
      connected with the Company or any of its affiliates as an officer,
      employee, promoter, underwriter, trustee, partner, director or person
      performing similar functions.

            (p)   At the Closing Date, each of the Operative Agreements
      (other than the Assignment and Assumption Agreements and the Financing
      Agreements) shall have been duly executed and delivered by each of the
      parties thereto; and the representations and warranties of the Company
      contained in each of such executed Operative Agreements shall be true
      and correct as of the Closing Date (except to the extent that they
      relate solely to an earlier date, in which case they shall be true and
      correct as of such earlier date) and the Underwriters shall have
      received a certificate of the President or a Vice President of the
      Company, dated as of the Closing Date, to such effect.


<PAGE>

            (q)   On the Closing Date, the Certificates shall be rated
      (x) not lower than "AA+", in the case of the Certificates of the
      Class A-1 Trust, not lower than "AA+", in the case of Certificates of
      the Class A-2 Trust, not lower than "AA-", in the case of the
      Certificates of the Class B Trust and not lower than "A-", in the case
      of the Certificates of the Class  C Trust, by Standard & Poor's Ratings
      Services, and (y) not lower than "Aa3", in the case of the Certificates
      of the Class A-1 Trust, not lower than "Aa3", in the case of the
      Certificates of the Class A-2 Trust, not lower than "A2", in the case
      of the Certificates of the Class B Trust and not lower than "Baa1", in
      the case of the Certificates of the Class C Trust, by Moody's Investors
      Service, Inc.

            (r)   On the Closing Date, the representations and warranties of
      the Depositary contained in this Agreement shall be true and correct as
      if made on the Closing Date (except to the extent that they relate
      solely to an earlier date, in which case they shall be true and correct
      as of such earlier date).

            (s)   You shall have received from Ernst & Young LLP a letter,
      dated the Closing Date, which meets the requirements of subsection (m)
      of this Section, except that the specified date referred to in such
      subsection will be a date not more than three business days prior to
      the Closing Date for the purposes of this subsection.

            The Company will furnish the Underwriters with such conformed
copies of such opinions, certificates, letters and documents as the
Underwriters reasonably request.

            4. CERTAIN COVENANTS OF THE COMPANY. The Company covenants with each
Underwriter as follows:

            (a)   During the period described in the following sentence of
      this Section 4(a), the Company shall advise you promptly of any
      proposal to amend or supplement the Registration Statement or the
      Prospectus (except by documents filed under the Exchange Act) and will
      not effect such amendment or supplement (except by documents filed
      under the Exchange Act) without your consent, which consent will not be
      unreasonably withheld.  If, at any time after the public offering of
      the Certificates as the Prospectus is required by law to be delivered
      in connection with sales of the Certificates by an Underwriter or
      dealer, any event shall occur as a result of which it is necessary to
      amend the Registration Statement or amend or supplement the Prospectus
      in order to make the statements therein, in the light of the
      circumstances when the Prospectus is delivered to a purchaser, not
      misleading in any material respect, or if it is necessary to amend the
      Registration Statement or amend or supplement the Prospectus to comply
      with law, the Company shall prepare and furnish, at its own expense, to
      the Underwriters and to the dealers (whose names and addresses you will
      furnish to the Company) to which Certificates may have been sold by you
      on behalf of the Underwriters and to any other dealers upon request,
      either amendments or supplements to the Prospectus so that the
      statements in the Prospectus as so amended or supplemented will not, in
      the light of the circumstances when the Prospectus is delivered to a
      purchaser, be misleading in any material respect or amendments or
      supplements to the Registration Statement or the Prospectus so that the
      Registration Statement or the Prospectus, as so amended or


<PAGE>

      supplemented, will comply with law and cause such amendments or
      supplements to be filed promptly with the Commission.

            (b)   During the period mentioned in paragraph (a) above, the
      Company shall notify each Underwriter immediately of (i) the
      effectiveness of any amendment to the Registration Statement, (ii) the
      transmittal to the Commission for filing of any supplement to the
      Prospectus or any document that would as a result thereof be
      incorporated by reference in the Prospectus, (iii) the receipt of any
      comments from the Commission with respect to the Registration
      Statement, the Prospectus or the Prospectus Supplement, (iv) any
      request by the Commission for any amendment to the Registration
      Statement or any supplement to the Prospectus or for additional
      information relating thereto or to any document incorporated by
      reference in the Prospectus and (v) receipt by the Company of any
      notice of the issuance by the Commission of any stop order suspending
      the effectiveness of the Registration Statement, the suspension of the
      qualification of the Certificates for offering or sale in any
      jurisdiction, or the institution or threatening of any proceeding for
      any of such purposes; and the Company agrees to use every reasonable
      effort to prevent the issuance of any such stop order and, if any such
      order is issued, to obtain the lifting thereof at the earliest possible
      moment and the Company shall (subject to the proviso to Section 4(e))
      endeavor, in cooperation with the Underwriters, to prevent the issuance
      of any such stop order suspending such qualification and, if any such
      order is issued, to obtain the lifting thereof at the earliest possible
      moment.

            (c)   During the period mentioned in paragraph (a) above, the
      Company will furnish to each of the Underwriters as many conformed
      copies of the Registration Statement (as originally filed) and all
      amendments and supplements to such documents (excluding all exhibits
      and documents filed therewith or incorporated by reference therein) and
      as many conformed copies of all consents and certificates of experts,
      in each case as soon as available and in such quantities as each of the
      Underwriters reasonably requests.

            (d)   Promptly following the execution of this Agreement, the
      Company will prepare a Prospectus Supplement that complies with the
      Securities Act and that sets forth the principal amount of the
      Certificates and their terms (including, without limitation, terms of
      the Escrow Receipts attached to the Certificates) not otherwise
      specified in the Preliminary Prospectus Supplement or the basic
      prospectus included in the Registration Statement, the name of each
      Underwriter participating in the offering and the principal amount of
      the Certificates that each severally has agreed to purchase, the name
      of each Underwriter, if any, acting as representative of the
      Underwriters in connection with the offering, the price at which the
      Certificates are to be purchased by the Underwriters from the Original
      Trustees, any initial public offering price, any selling concession and
      reallowance and any delayed delivery arrangements, and such other
      information as you and the Company deem appropriate in connection with
      the offering of the Certificates.  The Company will timely transmit
      copies of the Prospectus Supplement to the Commission for filing
      pursuant to Rule 424 under the Securities Act.



<PAGE>

            (e)   The Company shall, in cooperation with the Underwriters,
      endeavor to arrange for the qualification of the Certificates for offer
      and sale under the applicable securities or "blue sky" laws of such
      jurisdictions in the United States as you reasonably designate and will
      endeavor to maintain such qualifications in effect so long as required
      for the distribution of such Certificates; PROVIDED that the Company
      shall not be required to (i) qualify as a foreign corporation or as a
      dealer in securities, (ii) file a general consent to service of process
      or (iii) subject itself to taxation in any such state.

            (f)   During the period of ten years after the Closing Date, the
      Company will promptly furnish to each of the Underwriters, upon
      request, copies of all Annual Reports on Form 10-K and any definitive
      proxy statement of the Company filed with the Commission; PROVIDED THAT
      providing a website address at which such Annual Reports and any such
      definitive proxy statements may be accessed will satisfy this clause
      (f).

            (g)   Except for the offering of Continental Airlines Floating
      Enhanced Aircraft Trust Securities, Series 2000, up to a maximum
      principal amount of $200,000,000, between the date of this Agreement
      and the Closing Date, the Company shall not, without your prior written
      consent, offer, sell, or enter into any agreement to sell (as public
      debt securities registered under the Securities Act (other than the
      Certificates) or as debt securities which may be resold in a
      transaction exempt from the registration requirements of the Securities
      Act in reliance on Rule 144A thereunder and which are marketed through
      the use of a disclosure document containing substantially the same
      information as a prospectus for similar debt securities registered
      under the Securities Act), any equipment notes, pass through
      certificates, equipment trust certificates or equipment purchase
      certificates secured by aircraft owned or leased by the Company (or
      rights relating thereto).

            5. INDEMNIFICATION AND CONTRIBUTION. (a) The Company agrees to
indemnify and hold harmless each Underwriter, and each Person, if any, who
controls such Underwriter within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred by any Underwriter or any such
controlling person in connection with defending or investigating any such action
or claim) caused by any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement or any amendment thereof,
the Preliminary Prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages or liabilities are caused by any
such untrue statement or omission or alleged untrue statement or omission based
upon Underwriter Information or Depositary Information; PROVIDED, HOWEVER, that
the foregoing indemnity agreement with respect to the Preliminary Prospectus
shall not inure to the benefit of any Underwriter from whom the person asserting
any such losses, claims, damages or liabilities purchased the Certificates, or
to the benefit of any person controlling such Underwriter, if a copy of the
Prospectus (as then amended or supplemented if the Company shall have furnished
any amendments or supplements thereto) was not sent or given by or on behalf of
such Underwriter to such person, if required by law so to have been


<PAGE>

delivered, at or prior to the written confirmation of the sale of such
Certificates to such person, and if the Prospectus (as so amended or
supplemented) would have cured the defect giving rise to such losses, claims,
damages or liabilities unless such failure to deliver the Prospectus was a
result of noncompliance by the Company with its delivery requirements set
forth in Section 4(a).

            (b)   Each Underwriter agrees, severally and not jointly, to
indemnify and hold harmless the Company, its directors, each of the officers
who signed the Registration Statement and each person, if any, who controls
the Company, within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act, to the same extent as the foregoing indemnity
from the Company to such Underwriter but only with reference to the
Underwriter Information provided by such Underwriter.

            (c)   In case any proceeding (including any governmental
investigation) shall be instituted involving any person in respect of which
indemnity may be sought pursuant to either paragraph (a) or (b) above, such
person (the "indemnified party") shall promptly notify the person against
whom such indemnity may be sought (the "indemnifying party") in writing.  The
indemnifying party, upon request of the indemnified party, shall, and the
indemnifying party may elect to, retain counsel reasonably satisfactory to
the indemnified party to represent the indemnified party and any others the
indemnifying party may designate in such proceeding and the indemnifying
party shall pay the fees and disbursements of such counsel related to such
proceeding.  In any such proceeding, any indemnified party shall have the
right to retain its own counsel, but the fees and expenses of such counsel shall
be at the expense of such indemnified party unless (i) the indemnifying party
and the indemnified party shall have mutually agreed to the retention of such
counsel, (ii) the named parties to any such proceeding (including any impleaded
parties) include both the indemnifying party and the indemnified party and
representation of both parties by the same counsel would be inappropriate due to
actual or potential differing interests between them, or (iii) the indemnifying
party shall have failed to retain counsel as required by the prior sentence to
represent the indemnified party within a reasonable amount of time. It is
understood that the indemnifying party shall not, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for the
fees and expenses of more than one separate firm (in addition to any local
counsel) for all such indemnified parties and that all such fees and expenses
shall be reimbursed as they are incurred. Such firm shall be designated in
writing by you in the case of parties indemnified pursuant to paragraph (a)
above and by the Company in the case of parties indemnified pursuant to
paragraph (b) above. The indemnifying party shall not be liable for any
settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying party agrees to indemnify the indemnified party from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding
the foregoing sentence, if at any time an indemnified party shall have requested
in writing an indemnifying party to reimburse the indemnified party for fees and
expenses of counsel as contemplated by the second and third sentences of this
paragraph, the indemnifying party agrees that it shall be liable for any
settlement of any proceeding effected without its written consent if (i) such
settlement is entered into more than 90 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have
reimbursed the indemnified party in accordance with such request prior to the
date of such settlement, unless such fees and expenses are being disputed in


<PAGE>

good faith. The indemnifying party at any time may, subject to the last sentence
of this Section 5(c), settle or compromise any proceeding described in this
paragraph at the expense of the indemnifying party. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement (i) includes
an unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of an indemnified party.

            (d)   To the extent the indemnification provided for in paragraph
(a) or (b) of this Section 5 is required to be made but is unavailable to an
indemnified party or insufficient in respect of any losses, claims, damages
or liabilities, then the applicable indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall contribute
to the amount paid or payable by such indemnified party as a result of such
losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect the relative benefits received by the Company, on the
one hand, and the Underwriters, on the other hand, from the offering of such
Certificates or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause (i) above but also the
relative fault of the Company on the one hand and the Underwriters on the
other hand in connection with the statements or omissions that resulted in
such losses, claims, damages or liabilities, as well as any other relevant
equitable considerations.  The relative benefits received by the Company on
the one hand and the Underwriters on the other hand in connection with the
offering of such Certificates shall be deemed to be in the same respective
proportions as the proceeds from the offering of such Certificates received
by the Original Trusts (before deducting expenses) less total underwriting
discounts and commissions paid to the Underwriters by the Company, and the
total underwriting discounts and commissions paid to the Underwriters by the
Company, in each case as set forth on the cover of the Prospectus, bear to
the aggregate public offering price of such Certificates.  The relative fault
of the Company on the one hand and of the Underwriters on the other hand
shall be determined by reference to, among other things, whether the untrue
or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
Company or information supplied by the Underwriters, and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such statement or omission.   The Underwriters' respective
obligations to contribute pursuant to this Section 5 are several in
proportion to the respective principal amount of Certificates they have
purchased hereunder, and not joint.

            (e)   The Company and the Underwriters agree that it would not be
just or equitable if contribution pursuant to this Section 5 were determined
by PRO RATA allocation (even if the Underwriters were treated as one entity
for such purpose) or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection
with investigating or defending any such action or claim.  Notwithstanding
the provisions of this Section 5, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at


<PAGE>

which the Certificates underwritten by it and distributed to the public were
offered to the public exceeds the amount of any damages that such Underwriter
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The indemnity and contribution provisions
contained in this Section 5 and the representations and warranties of the
Company contained in this Agreement shall remain operative and in full force
and effect regardless of (i) any termination of this Agreement, (ii) any
investigation made by or on behalf of any Underwriter or any person
controlling any Underwriter or by or on behalf of the Company, its officers
or directors or any person controlling the Company, and (iii) acceptance of
and payment for any of the Certificates.  The remedies provided for in this
Section 5 are not exclusive and shall not limit any rights or remedies which
may otherwise be available to any indemnified party at law or in equity.

            6. DEFAULT OF UNDERWRITERS. If any Underwriter or Underwriters
defaults in their obligations to purchase Certificates hereunder and the
aggregate principal amount of the Certificates that such defaulting Underwriter
or Underwriters agreed but failed to purchase does not exceed 10% of the total
principal amount of the Certificates, you may make arrangements satisfactory to
the Company for the purchase of such Certificates by other persons, including
any of the Underwriters, but if no such arrangements are made by the Closing
Date, the non-defaulting Underwriters shall be obligated severally, in
proportion to their respective commitments hereunder, to purchase the
Certificates that such defaulting Underwriter or Underwriters agreed but failed
to purchase. If any Underwriter or Underwriters so default and the aggregate
principal amount of the Certificates with respect to which such default or
defaults occurs exceeds 10% of the total principal amount of the Certificates
and arrangements satisfactory to you and the Company for purchase of such
Certificates by other persons are not made within 36 hours after such default,
this Agreement will terminate without liability on the part of any
non-defaulting Underwriter or the Company, except as provided in Section 5. As
used in this Agreement, the term "Underwriter" includes any person substituted
for an Underwriter under this Section. Nothing herein will relieve a defaulting
Underwriter from liability for its default.

            7. SURVIVAL OF CERTAIN REPRESENTATIONS AND OBLIGATIONS. The
respective indemnities, agreements, representations, warranties and other
statements of the Company or its officers and of the Underwriters set forth in
or made pursuant to this Agreement will remain in full force and effect,
regardless of any termination of this Agreement, any investigation, or statement
as to the results thereof, made by or on behalf of any Underwriter, the Company
or any of their respective representatives, officers or directors or any
controlling person and will survive delivery of and payment for the
Certificates. If for any reason the purchase of the Certificates by the
Underwriters is not consummated, the Company shall remain responsible for the
expenses to be paid or reimbursed by it pursuant to Section 9 and the respective
obligations of the Company and the Underwriters pursuant to Section 5 shall
remain in effect. If the purchase of the Certificates by the Underwriters is not
consummated for any reason other than solely because of the occurrence of the
termination of the Agreement pursuant to Section 6 or 8, the Company will
reimburse the Underwriters for all out-of-pocket expenses (including reasonable
fees and disbursements of counsel) reasonably incurred by them in connection
with the offering of such Certificates and comply with its obligations under
Section 9.


<PAGE>

            8. TERMINATION. This Agreement shall be subject to termination by
notice given by you to the Company, if (a) after the execution and delivery of
this Agreement and prior to the Closing Date (i) trading generally shall have
been suspended or materially limited on or by, as the case may be, any of the
New York Stock Exchange, the American Stock Exchange or the National Association
of Securities Dealers, Inc., (ii) trading of any securities of the Company shall
have been suspended on any exchange or in any over-the-counter market, (iii) a
general moratorium on commercial banking activities in New York shall have been
declared by either Federal or New York State authorities or (iv) there shall
have occurred any outbreak or escalation of hostilities or any change in
financial markets or any calamity or crisis that, in your judgment, is material
and adverse and (b) in the case of any of the events specified in clauses (a)(i)
through (iv), such event singly or together with any other such event makes it,
in your judgment, impracticable to market the Certificates on the terms and in
the manner contemplated in the Prospectus.

            9. PAYMENT OF EXPENSES. As between the Company and the Underwriters,
the Company shall pay all expenses incident to the performance of the Company's
obligations under this Agreement, including the following:

            (i)   expenses incurred in connection with (A) qualifying the
      Certificates for offer and sale under the applicable securities or
      "blue sky" laws of such jurisdictions in the United States as you
      reasonably designate (including filing fees and fees and disbursements
      of counsel for the Underwriters in connection therewith),
      (B) endeavoring to maintain such qualifications in effect so long as
      required for the distribution of such Certificates, (C) the review (if
      any) of the offering of the Certificates by the National Association of
      Securities Dealers, Inc., (D) the determination of the eligibility of
      the Certificates for investment under the laws of such jurisdictions as
      the Underwriters may designate and (E) the preparation and distribution
      of any blue sky or legal investment memorandum by Underwriters' counsel;

            (ii)  expenses incurred in connection with the preparation and
      distribution to the Underwriters and the dealers (whose names and
      addresses the Underwriters will furnish to the Company) to which
      Certificates may have been sold by the Underwriters on their behalf and
      to any other dealers upon request, either of (A) amendments to the
      Registration Statement or amendments or supplements to the Prospectus
      in order to make the statements therein, in the light of the
      circumstances when the Prospectus is delivered to a purchaser, not
      materially misleading or (B) amendments or supplements to the
      Registration Statement or the Prospectus so that the Registration
      Statement or the Prospectus, as so amended or supplemented, will comply
      with law and the expenses incurred in connection with causing such
      amendments or supplements to be filed promptly with the Commission, all
      as set forth in Section 4(a) hereof;

            (iii) expenses incurred in connection with the preparation,
      printing and filing of the Registration Statement (including financial
      statements and exhibits), as originally filed and as amended, the
      Preliminary Prospectus and the Prospectus and any amendments thereof
      and supplements thereto, and the cost of furnishing copies thereof to
      the Underwriters;



<PAGE>

            (iv)  expenses incurred in connection with the preparation,
      printing and distribution of this Agreement, the Certificates and the
      Operative Agreements;

            (v)   expenses incurred in connection with the delivery of the
      Certificates to the Underwriters;

            (vi)  reasonable fees and disbursements of the counsel and
      accountants for the Company;

            (vii) to the extent the Company is so required under any
      Operative Agreement to which it is a party, the fees and expenses of
      the Loan Trustees, the Subordination Agent, the Paying Agents, the
      Trustees, the Escrow Agents, the Depositary, the Liquidity Provider and
      the reasonable fees and disbursements of their respective counsel;

            (viii)      fees charged by rating agencies for rating the
      Certificates (including annual surveillance fees related to the
      Certificates as long as they are outstanding);

            (ix)  all fees and expenses relating to appraisals of the
      Aircraft; and

            (x)   all other reasonable out-of-pocket expenses incurred by the
      Underwriters in connection with the transactions contemplated by this
      Agreement.

            10. NOTICES. All communications hereunder will be in writing and, if
sent to the Underwriters, will be mailed, delivered or sent by facsimile
transmission and confirmed to the Underwriters, c/o Credit Suisse First Boston
Corporation, Eleven Madison Avenue, New York, New York 10010, Attention:
Transaction Advisory Group, facsimile number (212) 892-0776, and if sent to the
Company, will be mailed, delivered or sent by facsimile transmission and
confirmed to it at 1600 Smith Street, HQSEO, Houston, TX 77002, Attention: Chief
Financial Officer and General Counsel, facsimile number (713) 324-2687;
PROVIDED, HOWEVER, that any notice to an Underwriter pursuant to Section 5 will
be sent by facsimile transmission or delivered and confirmed to such
Underwriter.

            11. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 5, and no other person will have any
right or obligation hereunder.

            12. REPRESENTATION OF UNDERWRITERS. You will act for the several
Underwriters in connection with this purchase, and any action under this
Agreement taken by you will be binding upon all the Underwriters.

            13. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which will be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

            14. APPLICABLE LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.



<PAGE>

            15. JURISDICTION. Each of the parties hereto agrees that any legal
suit, action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby may be instituted in any U.S. federal or New
York State court in the Borough of Manhattan in the City of New York and each of
the parties hereto hereby irrevocably waives any objection which it may now or
hereafter have to the laying of venue of any such proceeding, and irrevocably
submits to the jurisdiction of such courts, with respect to actions brought
against it as defendant, in any suit, action or proceeding. Each of the parties
to this Agreement agrees that a final judgment in any such suit, action or
proceeding shall be conclusive and may be enforced in other jurisdictions by
suit on the judgment or in any other manner provided by law in accordance with
applicable law.


<PAGE>

            If the foregoing is in accordance with the Underwriters'
understanding of our agreement, kindly sign and return to the Company one of
the counterparts hereof, whereupon it will become a binding agreement among
the Underwriters, the Depositary and the Company in accordance with its terms.

                                     Very truly yours,

                                     CONTINENTAL AIRLINES, INC.


                                     By:
                                         ---------------------------------------
                                         Name:  Gerald Laderman
                                         Title: Senior Vice President - Finance

The foregoing Underwriting Agreement
is hereby confirmed and accepted
as of the date first above written

CREDIT SUISSE FIRST BOSTON CORPORATION
MORGAN STANLEY & CO. INCORPORATED
CHASE SECURITIES INC.
GOLDMAN, SACHS & CO.
SALOMON SMITH BARNEY INC.

By:  CREDIT SUISSE FIRST BOSTON CORPORATION


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


<PAGE>

CREDIT SUISSE FIRST BOSTON,
New York Branch, as Depositary


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


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


<PAGE>

                                  SCHEDULE I

                  (Pass Through Certificates, Series 2000-2)

                          CONTINENTAL AIRLINES, INC.


<TABLE>
<CAPTION>

  Pass Through       Aggregate                                Final
   Certificate       Principal                              Maturity
   Designation         Amount        Interest Rate            Date
   -----------         ------        -------------            ----

<S>                <C>                   <C>         <C>    
2000-2A-1          $380,340,000          7.707%      October 2, 2022

2000-2A-2          $170,766,000          7.487%      April 2, 2022

2000-2B            $151,088,000          8.307%      October 2, 2019

2000-2C            $138,764,000          8.312%      October 2, 2012

</TABLE>



<PAGE>
                                 SCHEDULE II



<TABLE>
<CAPTION>

     UNDERWRITERS       2000-2A-1   2000-2A-2     2000-2B     2000-2C

<S>                    <C>         <C>          <C>         <C>        
Credit Suisse First    $76,068,000 $34,154,000  $30,220,000 $27,756,000
  Boston Corporation
Eleven Madison Avenue
New York, NY  10010

Morgan Stanley & Co.   $76,068,000 $34,153,000  $30,217,000 $27,752,000
  Incorporated
1585 Broadway
New York, NY  10036

Chase Securities Inc.  $76,068,000 $34,153,000  $30,217,000 $27,752,000
270 Park Avenue
New York, NY 10017
 
Goldman, Sachs & Co.   $76,068,000 $34,153,000  $30,217,000 $27,752,000
85 Broad Street
New York, NY 10004

Salomon Smith Barney   $76,068,000 $34,153,000  $30,217,000 $27,752,000
  Inc.
388 Greenwich Street
New York, NY 10013

</TABLE>



<PAGE>

                                 SCHEDULE III

                          CONTINENTAL AIRLINES, INC.

Underwriting commission
and other compensation:             $7,148,143

Closing date, time and location:    November 28, 2000
                                    10:00 A.M.,
                                    New York time
                                    Hughes Hubbard & Reed LLP
                                    One Battery Park Plaza
                                    New York, New York 10004








================================================================================





                           REVOLVING CREDIT AGREEMENT
                                 (2000-2A-1)


                          DATED AS OF NOVEMBER 28, 2000

                                     BETWEEN

                            WILMINGTON TRUST COMPANY,

                             AS SUBORDINATION AGENT,
                          AS AGENT AND TRUSTEE FOR THE
                CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2A-1

                                   AS BORROWER

                                       AND

                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE

                              AS LIQUIDITY PROVIDER


================================================================================





                                   RELATING TO

                CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2A-1
             7.707% CONTINENTAL AIRLINES PASS THROUGH CERTIFICATES,
                                SERIES 2000-2A-1


<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I  DEFINITIONS.......................................................1
   Section 1.01.  Certain Defined Terms......................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT...............................7
   Section 2.01.  The Advances...............................................7
   Section 2.02.  Making the Advances........................................7
   Section 2.03.  Fees.......................................................9
   Section 2.04.  Reductions or Termination of the Maximum Commitment........9
   Section 2.05.  Repayments of Interest Advances or the Final Advance......10
   Section 2.06.  Repayments of Provider Advances...........................10
   Section 2.07.  Payments to the Liquidity Provider Under the 
                  Intercreditor Agreement...................................11
   Section 2.08.  Book Entries..............................................11
   Section 2.09.  Payments from Available Funds Only........................11
   Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.......12

ARTICLE III  OBLIGATIONS OF THE BORROWER....................................12
   Section 3.01.  Increased Costs...........................................12
   Section 3.02.  Capital Adequacy..........................................13
   Section 3.03.  Payments Free of Deductions...............................14
   Section
 3.04.  Payments..................................................15
   Section 3.05.  Computations..............................................15
   Section 3.06.  Payment on Non-Business Days..............................15
   Section 3.07.  Interest..................................................15
   Section 3.08.  Replacement of Borrower...................................17
   Section 3.09.  Funding Loss Indemnification..............................17
   Section 3.10.  Illegality................................................17

ARTICLE IV  CONDITIONS PRECEDENT............................................18
   Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.....18
   Section 4.02.  Conditions Precedent to Borrowing.........................19

ARTICLE V  COVENANTS........................................................19
   Section 5.01.  Affirmative Covenants of the Borrower.....................19
   Section 5.02.  Negative Covenants of the Borrower........................20

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT.....................................20
   Section 6.01.  Liquidity Events of Default...............................20

ARTICLE VII  MISCELLANEOUS..................................................20
   Section 7.01.  Amendments, Etc...........................................20
   Section 7.02.  Notices, Etc..............................................21
   Section 7.03.  No Waiver; Remedies.......................................22


<PAGE>

                                                                          PAGE

   Section 7.04.  Further Assurances........................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions...........22
   Section 7.06.  Liability of the Liquidity Provider.......................22
   Section 7.07.  Costs, Expenses and Taxes.................................23
   Section 7.08.  Binding Effect; Participations............................23
   Section 7.09.  Severability..............................................25
   Section 7.10.  GOVERNING LAW.............................................25
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
                  Waiver of Immunity........................................25
   Section 7.12.  Execution in Counterparts.................................26
   Section 7.13.  Entirety..................................................26
   Section 7.14.  Headings..................................................26
   Section 7.15.  Transfer..................................................26
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..........26


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 (2000-2A-1)

            This REVOLVING CREDIT AGREEMENT (2000-2A-1) dated as of November
28, 2000, 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-1 Trust (as defined below) (the "BORROWER"), and LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, a public-law banking institution organized
under the laws of Germany (the "LIQUIDITY PROVIDER").



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

            WHEREAS, pursuant to the Class A-1 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-1 Trust is issuing the
Class A-1 Certificates; and

            WHEREAS, the Borrower, in order to support the timely payment of
a portion of the interest on the Class A-1 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 or an Applied Provider 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, 1.50% per annum, or (y) with respect to
      any Unapplied Provider Advance, the rate per annum specified in the Fee
      Letter.



<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 Agreement 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. 2000-2A-1-O, dated as of the date hereof,
      relating to the Class A-1 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  or, so long as any Class A-1
      Certificate is outstanding, the city and state in which the Class A-1
      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.

            "CONSENT PERIOD" has the meaning specified in Section 2.10.

            "DEPOSIT AGREEMENT" means the Deposit Agreement dated as of the
      date hereof between First Security Bank, National Association, as
      Escrow Agent, Credit Suisse First Boston, New York branch, as
      Depositary, pertaining to the Class A-1 Certificates, as the same may
      be amended, modified or supplemented from time to time in accordance
      with the terms thereof.



<PAGE>

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

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

            "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 Facility Office by the
      jurisdiction where such Liquidity Provider's principal office or such
      Facility 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 or increased 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 Facility Office, after the date on which such successor
      Liquidity Provider obtains its interest or on which the Facility 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 November 26, 2001, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "EXTENSION NOTICE" has the meaning specified in Section 2.10.

            "FACILITY OFFICE" means the office of the Liquidity Provider
      presently located at Frankfurt, Germany, or such other office as the
      Liquidity Provider from time to time shall notify the Borrower as its
      Facility Office hereunder; provided that the Liquidity Provider shall
      not change its Facility Office to another Facility Office outside the
      United States of America except in accordance with Section 3.01, 3.02
      or 3.03 hereof.

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



<PAGE>

            "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 (y) the withdrawal
                  of funds from the Class A-1 Cash Collateral Account for the
                  purpose of paying interest on the Class A-1 Certificates as
                  contemplated by Section 2.06(a) hereof and, in either case,
                  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;

      PROVIDED, HOWEVER, that 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).

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

            "LIBOR RATE" means, with respect to any Interest Period,

            (i)   the rate per annum appearing on display page 3750 (British
                  Bankers Association-LIBOR) of the Dow Jones Markets Service
                  (or any successor or substitute therefor) at approximately
                  11:00 A.M. (London time) two Business Days before the first
                  day of such Interest Period, as the rate for dollar
                  deposits with a maturity comparable to such Interest
                  Period, or

            (ii)  if the rate calculated pursuant to clause (i) above is not
                  available, the average (rounded upwards, if necessary, to
                  the next 1/16 of 1%) of the rates per annum at which
                  deposits in dollars are offered for the relevant Interest
                  Period by three banks of recognized standing selected by
                  the Liquidity Provider 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 LIBOR


<PAGE>

                  Advance to which such Interest Period is to apply and for a
                  period 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.

            "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 initially $43,969,205.70 as the same
      may be reduced from time to time in accordance with Section 2.04(a).

            "NON-EXCLUDED TAX" has the meaning specified in Section 3.03.

            "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
      November 14, 2000 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).



<PAGE>

            "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-1 Certificates, that would be
      payable on the Class A-1 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-1
      Certificates on such day and without regard to expected future payments
      of principal on the Class A-1 Certificates.

            "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust
      2000-2A-1-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-1 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 NON-EXTENSION ADVANCE" means any Non-Extension Advance
      other than an Applied Non-Extension 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.

            "WITHDRAWAL NOTICE" has the meaning specified in Section 2.10.



<PAGE>

            (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:

      "ACCELERATION", "CERTIFICATES", "CLASS A-1 CASH COLLATERAL ACCOUNT",
      "CLASS A-1 CERTIFICATEHOLDERS", "CLASS A-1 CERTIFICATES", "CLASS A-1
      TRUST", "CLASS A-1 TRUST AGREEMENT", "CLASS A-1 TRUSTEE", "CLASS A-2
      CERTIFICATES", "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", "FEE
      LETTER", "FINAL LEGAL DISTRIBUTION DATE", "FINANCING AGREEMENT",
      "INDENTURE", "INVESTMENT EARNINGS", "LEASED AIRCRAFT", "LIQUIDITY
      FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S",
      "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE
      AGREEMENTS", "OWNED AIRCRAFT", "PARTICIPATION AGREEMENT", "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 1:00 p.m. (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 interest on the
Class A-1 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


<PAGE>

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 Class A-1
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 Class A-1
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 Class A-1 Cash Collateral Account (in
accordance with Sections 3.6(f) and 3.6(i) 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 1:00 p.m. (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 4:00 p.m. (New York City time) on such Business Day
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
on a day that is not a Business Day or after 1:00 p.m. (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 in immediately
available funds, before 12:00 Noon (New York City time) on the first Business


<PAGE>

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.  Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New
York Branch at the address specified in Section 7.02 hereof.

            (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.  If the
Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 Noon (New York City time) on the second Business Day
after the date of payment specified in said Section 2.02(e), the Liquidity
Provider shall have fully discharged its obligations hereunder with respect
to such Advance and an event of default shall not have occurred hereunder.
Following the making of any Advance pursuant to Section 2.02(b), (c) or (d)
hereof to fund the Class A-1 Cash Collateral Account, the Liquidity Provider
shall have no interest in or rights to the Class A-1 Cash Collateral Account,
the funds constituting such Advance or any other amounts from time to time on
deposit in the Class A-1 Cash Collateral Account; 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, and provided further, that the foregoing shall not affect or
impair the rights of the Liquidity Provider to provide written instructions
with respect to the investment and reinvestment of amounts in the Cash
Collateral Accounts to the extent provided in Section 2.2(b) 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 Fee Letter.

            Section 2.04.  REDUCTIONS 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-1 Certificates or otherwise, the Maximum Commitment shall
automatically be reduced to an amount equal to such reduced Required Amount
(as calculated by the Borrower); PROVIDED that on the first Regular
Distribution Date, the Maximum Commitment shall automatically be reduced to
the then Required Amount.  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.



<PAGE>

            (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
Class A-1 Cash Collateral Account, invested and withdrawn from the Class A-1
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 Class A-1 Cash Collateral Account for the purpose of paying interest
on the Class A-1 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 and the obligation for repayment thereof.
Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of
any amounts from the Class A-1 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


<PAGE>

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 Class A-1 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
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 Class A-1 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
amounts that constitute Scheduled Payments, Special Payments or payments
under Section 8.1 of the Participation Agreements with respect to Owned
Aircraft, payments under Section 9.1 of the Participation Agreements with
respect to Leased Aircraft and payments under 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


<PAGE>

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 Class
A-1 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.

            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 Legal Distribution Date for the Class
A-1 Certificates), the Borrower shall request that the Liquidity Provider
extend the Expiry Date to the earlier of (i) the date that is 15 days after
the Final Legal Distribution Date for the Class A-1 Certificates and (ii) the
date that is the day immediately preceding the 364th day occurring after the
last day of the Consent Period (as hereinafter defined).  Whether or not the
Borrower has made such request, the Liquidity Provider shall advise the
Borrower, no earlier than the 40th day (or, if earlier, the date of the
Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25th day prior to the then effective Expiry Date (such
period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to
so extend the Expiry Date.  If the Liquidity Provider advises the Borrower on
or before the date on which the Consent Period ends that such Expiry Date
shall not be so extended, or fails to irrevocably and unconditionally advise
the Borrower on or before the date on which the Consent Period ends 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 the
date on which the Consent Period ends (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


<PAGE>

(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 or such obligation (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 such obligation 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 Facility 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 Facility 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 Liquidity
Provider 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 each, 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, (i)
the Borrower shall within the time prescribed therefor by applicable law pay
to the appropriate governmental or taxing authority the full amount of any
such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of
the additional amounts payable 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) 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 Facility 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 Form W-8BEN or W-8ECI, 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.  Within 30 days after the date of each payment hereunder, the
Borrower shall furnish to the Liquidity Provider the original or a certified
copy of (or other documentary evidence of) the payment of the Non-Excluded
Taxes applicable to such payment.

            (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


<PAGE>

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 additional amounts payable 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.

            (c)   If any exemption from, or reduction in the rate of, any
Taxes is reasonably available to the Borrower to establish that payments
under this Agreement are exempt from (or entitled to a reduced rate of) tax,
the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or
reduction as the Liquidity Provider may reasonably identify to the Borrower
as being required as a condition to exemption from, or reduction in the rate
of, any Taxes.

            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
Citibank N.A., New York/ABA 021000089 in favor of account number 10920118,
reference Continental Airlines Trust 2000-2A-1 #4140752, attn. M. Kirr.

            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
Class A-1 Cash Collateral Account to pay interest on the Class A-1
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-1 Cash Collateral Account is fully replenished in respect of such


<PAGE>

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.

            (b)   Except as provided in clause (e) below, each Advance
(including, without limitation, each outstanding Unapplied Downgrade 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 (or, if such Final Advance is deemed to have been made, without
delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting,
prior to 11:00 A.M. (New York City time) on the first Business Day
immediately following the Borrower's receipt of the applicable Termination
Notice, that such Final Advance not be converted from a Base Rate Advance to
a LIBOR Advance).

            (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 outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit
in the Class A-1 Cash Collateral Account plus the Applicable Margin for such


<PAGE>

Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension
Advance from time to time, payable in arrears on each Regular Distribution
Date.

            (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 Facility 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 Facility 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 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, the Fee Letter duly executed on behalf of the Borrower
            and the Tax Letter duly executed on behalf of Continental;

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

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

                  (iv)  A copy of the Prospectus Supplement and specimen
            copies of the Class A-1 Certificates;

                  (v)   An executed copy of each document, instrument,
            certificate and opinion delivered on or before the Closing Date
            pursuant to the Class A-1 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;

                  (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


<PAGE>

            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 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
      or waived.

            (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, on or 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


<PAGE>

      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)
the obligation of the Liquidity Provider to make Advances hereunder 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


<PAGE>

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:    LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                   Main Tower
                                   Neue Mainzer Str. 52 - 58
                                   60311 Frankfurt am Main
                                   Germany
                                   Attention:  Asset Finance

                                   Telephone:  49-69-9132-4882
                                   Telecopy:  49-69-9132-4392

with a copy of any Notice of Borrowing to:

                                   LANDESBANK HESSEN-THURINGEN
                                   420 Fifth Avenue, 24th Floor
                                   New York, NY 10018
                                   Attention:  Project Finance/Michael Novack

                                   Telephone:  (212) 703-5224
                                   Telecopy:  (212) 703-5256

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
Article II and Article III hereof shall not be effective until received by
the Liquidity Provider.  A copy of all notices delivered hereunder to either


<PAGE>

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 of the Participation Agreements with
respect to Owned Aircraft and Section 9.1 of the Participation Agreements
with respect to Leased Aircraft.  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
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether
indemnified against pursuant to said Sections or in such 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 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 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


<PAGE>

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, directors 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 A-1 Cash Collateral
Account.  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


<PAGE>

interest payments hereunder) and under the other Operative Agreements to such
Persons (other than Continental and its Affiliates) as the Liquidity Provider
may in its sole discretion select, subject to the requirements of Section
7.08(b).  No such granting of participations 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.  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 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (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 W-8ECI or Form W-8BEN, 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 W-8ECI or Form W-8BEN, 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
W-8BEN or Form W-8ECI 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


<PAGE>

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 of 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


<PAGE>

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 A-1 Trust,
                                as Borrower


                              By:_________________________________
                                 Name:
                                 Title:

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-1) dated as of November 28, 2000, 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  interest on the
      Class A-1 Certificates which was payable on ____________, ____  (the
      "DISTRIBUTION DATE") in accordance with the terms and provisions of the
      Class A-1 Trust Agreement and the Class A-1 Certificates, which Advance
      is requested to be made on ____________, ____.  The Interest Advance
      should be transferred to [name of bank/wire instructions/ABA number] in
      favor of account number [    ], reference [      ].

            (3)   The amount of the Interest Advance requested hereby (i) is
      $[_________________], to be applied in respect of the payment of the
      interest which was due and payable on the Class A-1 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-1 Certificates, or
      principal of, or interest or premium on, the Class A-2 Certificates,
      the Class B Certificates or the Class C Certificates, (iii) was
      computed in accordance with the provisions of the Class A-1
      Certificates, the Class A-1 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-1 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 Deposits 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 Notice of
Borrowing 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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-1) dated as of November 28, 2000, 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 Class A-1 Cash Collateral Account in
      accordance with Section 3.6(d) of the Intercreditor Agreement, which
      Advance is requested to be made on __________, ____.  The Non-Extension
      Advance should be transferred to [name of bank/wire instructions/ABA
      number] in favor of account number [    ], reference
      [                        ].

            (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 Class A-1 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-1 Certificates, or principal of, or interest or premium
      on, the Class A-2 Certificates, the Class B Certificates or the Class C
      Certificates, (iii) was computed in accordance with the provisions of
      the Class A-1 Certificates, the Class A-1 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
      Class A-1 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.

            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.



<PAGE>

            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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-1) dated as of November 28, 2000, 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 Class A-1 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 __________, ____.  The
      Downgrade Advance should be transferred to [name of bank/wire
      instructions/ABA number] in favor of account number [    ], reference
      [                        ].

            (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
      Class A-1 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-1 Certificates, or principal of, or interest or premium on, the Class
      A-2 Certificates, the Class B Certificates or the Class C Certificates,
      (iii) was computed in accordance with the provisions of the Class A-1
      Certificates, the Class A-1 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
      Class A-1 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 of Borrowing shall automatically and irrevocably terminate the
obligation of the Liquidity Provider to make further Advances under the


<PAGE>

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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-1) dated as of November 28, 2000, 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 Class A-1 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 ____________, ____.  The Final Advance should be transferred
      to [name of bank/wire instructions/ABA number] in favor of account
      number [    ], reference
      [                        ].

            (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-1 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-1
      Certificates, or principal of, or interest or premium on, the Class A-2
      Certificates, the Class B Certificates or the Class C Certificates,
      (iii) was computed in accordance with the provisions of the Class A-1
      Certificates, the Class A-1 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
      Class A-1 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 November 28, 2000 between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2A-1-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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,

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                 as Liquidity Provider



                              By:___________________________
                                 Name:
                                 Title:



                              By:___________________________
                                 Name:
                                 Title:


cc:   Wilmington Trust Company,
         as Class A-1 Trustee


<PAGE>

                                                                     ANNEX VI TO
                                                      REVOLVING CREDIT AGREEMENT

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

      Revolving Credit Agreement dated as of November 28, 2000, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2A-1-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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:








================================================================================




                           Revolving Credit Agreement
                                   (2000-2A-2)


                          Dated as of November 28, 2000

                                     between

                            Wilmington Trust Company,

                             as Subordination Agent,
                          as agent and trustee for the
                Continental Airlines Pass Through Trust 2000-2A-2

                                   as Borrower

                                       and

                    Landesbank Hessen-Thuringen Girozentrale

                              as Liquidity Provider


================================================================================





                                   Relating to

                Continental Airlines Pass Through Trust 2000-2A-2
             7.487% Continental Airlines Pass Through Certificates,
                                Series 2000-2A-2


<PAGE>

                                TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I  DEFINITIONS.......................................................1
   Section 1.01.  Certain Defined Terms......................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT...............................7
   Section 2.01.  The Advances...............................................7
   Section 2.02.  Making the Advances........................................7
   Section 2.03.  Fees.......................................................9
   Section 2.04.  Reductions or Termination of the Maximum Commitment........9
   Section 2.05.  Repayments of Interest Advances or the Final Advance......10
   Section 2.06.  Repayments of Provider Advances...........................10
   Section 2.07.  Payments to the Liquidity Provider Under the 
                  Intercreditor Agreement...................................11
   Section 2.08.  Book Entries..............................................11
   Section 2.09.  Payments from Available Funds Only........................11
   Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.......12

ARTICLE III  OBLIGATIONS OF THE BORROWER....................................12
   Section 3.01.  Increased Costs...........................................12
   Section 3.02.  Capital Adequacy..........................................13
   Section 3.03.  Payments Free of Deductions...............................14
   Section
 3.04.  Payments..................................................15
   Section 3.05.  Computations..............................................15
   Section 3.06.  Payment on Non-Business Days..............................15
   Section 3.07.  Interest..................................................15
   Section 3.08.  Replacement of Borrower...................................17
   Section 3.09.  Funding Loss Indemnification..............................17
   Section 3.10.  Illegality................................................17

ARTICLE IV  CONDITIONS PRECEDENT............................................18
   Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.....18
   Section 4.02.  Conditions Precedent to Borrowing.........................19

ARTICLE V  COVENANTS........................................................19
   Section 5.01.  Affirmative Covenants of the Borrower.....................19
   Section 5.02.  Negative Covenants of the Borrower........................20

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT.....................................20
   Section 6.01.  Liquidity Events of Default...............................20

ARTICLE VII  MISCELLANEOUS..................................................20
   Section 7.01.  Amendments, Etc...........................................20
   Section 7.02.  Notices, Etc..............................................21
   Section 7.03.  No Waiver; Remedies.......................................22


<PAGE>

                                                                          PAGE

   Section 7.04.  Further Assurances........................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions...........22
   Section 7.06.  Liability of the Liquidity Provider.......................22
   Section 7.07.  Costs, Expenses and Taxes.................................23
   Section 7.08.  Binding Effect; Participations............................23
   Section 7.09.  Severability..............................................25
   Section 7.10.  GOVERNING LAW.............................................25
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
                  Waiver of Immunity........................................25
   Section 7.12.  Execution in Counterparts.................................26
   Section 7.13.  Entirety..................................................26
   Section 7.14.  Headings..................................................26
   Section 7.15.  Transfer..................................................26
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..........26


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 (2000-2A-2)

            This REVOLVING CREDIT AGREEMENT (2000-2A-2) dated as of November
28, 2000, 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-2 Trust (as defined below) (the "BORROWER"), and LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, a public-law banking institution organized
under the laws of Germany (the "LIQUIDITY PROVIDER").



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

            WHEREAS, pursuant to the Class A-2 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-2 Trust is issuing the
Class A-2 Certificates; and

            WHEREAS, the Borrower, in order to support the timely payment of
a portion of the interest on the Class A-2 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 or an Applied Provider 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, 1.50% per annum, or (y) with respect to
      any Unapplied Provider Advance, the rate per annum specified in the Fee
      Letter.

            "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 Agreement 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. 2000-2A-2-O, dated as of the date hereof,
      relating to the Class A-2 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  or, so long as any Class A-2
      Certificate is outstanding, the city and state in which the Class A-2
      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.

            "CONSENT PERIOD" has the meaning specified in Section 2.10.

            "DEPOSIT AGREEMENT" means the Deposit Agreement dated as of the
      date hereof between First Security Bank, National Association, as
      Escrow Agent, Credit Suisse First Boston, New York branch, as
      Depositary, pertaining to the Class A-2 Certificates, as the same may
      be amended, modified or supplemented from time to time in accordance
      with the terms thereof.



<PAGE>

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

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

            "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 Facility Office by the
      jurisdiction where such Liquidity Provider's principal office or such
      Facility 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 or increased 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 Facility Office, after the date on which such successor
      Liquidity Provider obtains its interest or on which the Facility 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 November 26, 2001, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "EXTENSION NOTICE" has the meaning specified in Section 2.10.

            "FACILITY OFFICE" means the office of the Liquidity Provider
      presently located at Frankfurt, Germany, or such other office as the
      Liquidity Provider from time to time shall notify the Borrower as its
      Facility Office hereunder; provided that the Liquidity Provider shall
      not change its Facility Office to another Facility Office outside the
      United States of America except in accordance with Section 3.01, 3.02
      or 3.03 hereof.

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



<PAGE>

            "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 (y) the withdrawal
                  of funds from the Class A-2 Cash Collateral Account for the
                  purpose of paying interest on the Class A-2 Certificates as
                  contemplated by Section 2.06(a) hereof and, in either case,
                  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;

      PROVIDED, HOWEVER, that 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).

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

            "LIBOR RATE" means, with respect to any Interest Period,

            (i)   the rate per annum appearing on display page 3750 (British
                  Bankers Association-LIBOR) of the Dow Jones Markets Service
                  (or any successor or substitute therefor) at approximately
                  11:00 A.M. (London time) two Business Days before the first
                  day of such Interest Period, as the rate for dollar
                  deposits with a maturity comparable to such Interest
                  Period, or

            (ii)  if the rate calculated pursuant to clause (i) above is not
                  available, the average (rounded upwards, if necessary, to
                  the next 1/16 of 1%) of the rates per annum at which
                  deposits in dollars are offered for the relevant Interest
                  Period by three banks of recognized standing selected by
                  the Liquidity Provider 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 LIBOR


<PAGE>

                  Advance to which such Interest Period is to apply and for a
                  period 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.

            "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 initially $19,177,875.63 as the same
      may be reduced from time to time in accordance with Section 2.04(a).

            "NON-EXCLUDED TAX" has the meaning specified in Section 3.03.

            "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
      November 14, 2000 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).



<PAGE>

            "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-2 Certificates, that would be
      payable on the Class A-2 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-2
      Certificates on such day and without regard to expected future payments
      of principal on the Class A-2 Certificates.

            "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust
      2000-2A-2-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-2 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 NON-EXTENSION ADVANCE" means any Non-Extension Advance
      other than an Applied Non-Extension 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.

            "WITHDRAWAL NOTICE" has the meaning specified in Section 2.10.



<PAGE>

            (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:

      "ACCELERATION", "CERTIFICATES", "CLASS A-1 CERTIFICATES", "CLASS A-2
      CASH COLLATERAL ACCOUNT", "CLASS A-2 CERTIFICATEHOLDERS", "CLASS A-2
      CERTIFICATES", "CLASS A-2 TRUST", "CLASS A-2 TRUST AGREEMENT", "CLASS
      A-2 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", "FEE
      LETTER", "FINAL LEGAL DISTRIBUTION DATE", "FINANCING AGREEMENT",
      "INDENTURE", "INVESTMENT EARNINGS", "LEASED AIRCRAFT", "LIQUIDITY
      FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S",
      "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE
      AGREEMENTS", "OWNED AIRCRAFT", "PARTICIPATION AGREEMENT", "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 1:00 p.m. (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 interest on the
Class A-2 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


<PAGE>

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 Class A-2
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 Class A-2
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 Class A-2 Cash Collateral Account (in
accordance with Sections 3.6(f) and 3.6(i) 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 1:00 p.m. (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 4:00 p.m. (New York City time) on such Business Day
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
on a day that is not a Business Day or after 1:00 p.m. (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 in immediately
available funds, before 12:00 Noon (New York City time) on the first Business


<PAGE>

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.  Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New
York Branch at the address specified in Section 7.02 hereof.

            (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.  If the
Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 Noon (New York City time) on the second Business Day
after the date of payment specified in said Section 2.02(e), the Liquidity
Provider shall have fully discharged its obligations hereunder with respect
to such Advance and an event of default shall not have occurred hereunder.
Following the making of any Advance pursuant to Section 2.02(b), (c) or (d)
hereof to fund the Class A-2 Cash Collateral Account, the Liquidity Provider
shall have no interest in or rights to the Class A-2 Cash Collateral Account,
the funds constituting such Advance or any other amounts from time to time on
deposit in the Class A-2 Cash Collateral Account; 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, and provided further, that the foregoing shall not affect or
impair the rights of the Liquidity Provider to provide written instructions
with respect to the investment and reinvestment of amounts in the Cash
Collateral Accounts to the extent provided in Section 2.2(b) 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 Fee Letter.

            Section 2.04.  REDUCTIONS 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-2 Certificates or otherwise, the Maximum Commitment shall
automatically be reduced to an amount equal to such reduced Required Amount
(as calculated by the Borrower); PROVIDED that on the first Regular
Distribution Date, the Maximum Commitment shall automatically be reduced to
the then Required Amount.  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.



<PAGE>

            (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
Class A-2 Cash Collateral Account, invested and withdrawn from the Class A-2
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 Class A-2 Cash Collateral Account for the purpose of paying interest
on the Class A-2 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 and the obligation for repayment thereof.
Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of
any amounts from the Class A-2 Cash Collateral Account on account of a
reduction in the Required Amount, the Borrower shall repay to the Liquidity


<PAGE>

Provider a portion of the Provider Advances in a principal amount equal to
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 Class A-2 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
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 Class A-2 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
amounts that constitute Scheduled Payments, Special Payments or payments
under Section 8.1 of the Participation Agreements with respect to Owned
Aircraft, payments under Section 9.1 of the Participation Agreements with
respect to Leased Aircraft and payments under 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


<PAGE>

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 Class
A-2 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.

            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 Legal Distribution Date for the Class
A-2 Certificates), the Borrower shall request that the Liquidity Provider
extend the Expiry Date to the earlier of (i) the date that is 15 days after
the Final Legal Distribution Date for the Class A-2 Certificates and (ii) the
date that is the day immediately preceding the 364th day occurring after the
last day of the Consent Period (as hereinafter defined).  Whether or not the
Borrower has made such request, the Liquidity Provider shall advise the
Borrower, no earlier than the 40th day (or, if earlier, the date of the
Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25th day prior to the then effective Expiry Date (such
period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to
so extend the Expiry Date.  If the Liquidity Provider advises the Borrower on
or before the date on which the Consent Period ends that such Expiry Date
shall not be so extended, or fails to irrevocably and unconditionally advise
the Borrower on or before the date on which the Consent Period ends 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 the
date on which the Consent Period ends (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


<PAGE>

(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 or such obligation (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 such obligation 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 Facility 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 Facility 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 Liquidity
Provider 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 each, 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, (i)
the Borrower shall within the time prescribed therefor by applicable law pay
to the appropriate governmental or taxing authority the full amount of any
such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of
the additional amounts payable 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) 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 Facility 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 Form W-8BEN or W-8ECI, 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.  Within 30 days after the date of each payment hereunder, the
Borrower shall furnish to the Liquidity Provider the original or a certified
copy of (or other documentary evidence of) the payment of the Non-Excluded
Taxes applicable to such payment.

            (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


<PAGE>

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 additional amounts payable 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.

            (c)   If any exemption from, or reduction in the rate of, any
Taxes is reasonably available to the Borrower to establish that payments
under this Agreement are exempt from (or entitled to a reduced rate of) tax,
the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or
reduction as the Liquidity Provider may reasonably identify to the Borrower
as being required as a condition to exemption from, or reduction in the rate
of, any Taxes.

            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
Citibank N.A., New York/ABA 021000089 in favor of account number 10920118,
reference Continental Airlines Trust 2000-2A-2 #4140760, attn. M. Kirr.

            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
Class A-2 Cash Collateral Account to pay interest on the Class A-2
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-2 Cash Collateral Account is fully replenished in respect of such


<PAGE>

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.

            (b)   Except as provided in clause (e) below, each Advance
(including, without limitation, each outstanding Unapplied Downgrade 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 (or, if such Final Advance is deemed to have been made, without
delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting,
prior to 11:00 A.M. (New York City time) on the first Business Day
immediately following the Borrower's receipt of the applicable Termination
Notice, that such Final Advance not be converted from a Base Rate Advance to
a LIBOR Advance).

            (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 outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit
in the Class A-2 Cash Collateral Account plus the Applicable Margin for such


<PAGE>

Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension
Advance from time to time, payable in arrears on each Regular Distribution
Date.

            (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 Facility 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 Facility 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 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, the Fee Letter duly executed on behalf of the Borrower
            and the Tax Letter duly executed on behalf of Continental;

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

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

                  (iv)  A copy of the Prospectus Supplement and specimen
            copies of the Class A-2 Certificates;

                  (v)   An executed copy of each document, instrument,
            certificate and opinion delivered on or before the Closing Date
            pursuant to the Class A-2 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;

                  (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


<PAGE>

            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 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
      or waived.

            (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, on or 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


<PAGE>

      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)
the obligation of the Liquidity Provider to make Advances hereunder 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


<PAGE>

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:    LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                   Main Tower
                                   Neue Mainzer Str. 52 - 58
                                   60311 Frankfurt am Main
                                   Germany
                                   Attention:  Asset Finance

                                   Telephone:  49-69-9132-4882
                                   Telecopy:  49-69-9132-4392

with a copy of any Notice of Borrowing to:

                                   LANDESBANK HESSEN-THURINGEN
                                   420 Fifth Avenue, 24th Floor
                                   New York, NY 10018
                                   Attention:  Project Finance/Michael Novack

                                   Telephone:  (212) 703-5224
                                   Telecopy:  (212) 703-5256

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
Article II and Article III hereof shall not be effective until received by
the Liquidity Provider.  A copy of all notices delivered hereunder to either


<PAGE>

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 of the Participation Agreements with
respect to Owned Aircraft and Section 9.1 of the Participation Agreements
with respect to Leased Aircraft.  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
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether
indemnified against pursuant to said Sections or in such 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 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 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


<PAGE>

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, directors 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 A-2 Cash Collateral
Account.  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


<PAGE>

interest payments hereunder) and under the other Operative Agreements to such
Persons (other than Continental and its Affiliates) as the Liquidity Provider
may in its sole discretion select, subject to the requirements of Section
7.08(b).  No such granting of participations 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.  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 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (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 W-8ECI or Form W-8BEN, 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 W-8ECI or Form W-8BEN, 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
W-8BEN or Form W-8ECI 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


<PAGE>

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 of 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


<PAGE>

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 A-2 Trust,
                                as Borrower


                              By:_________________________________
                                 Name:
                                 Title:

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-2) dated as of November 28, 2000, 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  interest on the
      Class A-2 Certificates which was payable on ____________, ____  (the
      "DISTRIBUTION DATE") in accordance with the terms and provisions of the
      Class A-2 Trust Agreement and the Class A-2 Certificates, which Advance
      is requested to be made on ____________, ____.  The Interest Advance
      should be transferred to [name of bank/wire instructions/ABA number] in
      favor of account number [    ], reference [      ].

            (3)   The amount of the Interest Advance requested hereby (i) is
      $[_________________], to be applied in respect of the payment of the
      interest which was due and payable on the Class A-2 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-2 Certificates, or
      principal of, or interest or premium on, the Class A-1 Certificates,
      the Class B Certificates or the Class C Certificates, (iii) was
      computed in accordance with the provisions of the Class A-2
      Certificates, the Class A-2 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-2 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 Deposits 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 Notice of
Borrowing 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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-2) dated as of November 28, 2000, 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 Class A-2 Cash Collateral Account in
      accordance with Section 3.6(d) of the Intercreditor Agreement, which
      Advance is requested to be made on __________, ____.  The Non-Extension
      Advance should be transferred to [name of bank/wire instructions/ABA
      number] in favor of account number [    ], reference
      [                        ].

            (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 Class A-2 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-2 Certificates, or principal of, or interest or premium
      on, the Class A-1 Certificates, the Class B Certificates or the Class C
      Certificates, (iii) was computed in accordance with the provisions of
      the Class A-2 Certificates, the Class A-2 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
      Class A-2 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.

            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.


<PAGE>

            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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-2) dated as of November 28, 2000, 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 Class A-2 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 __________, ____.  The
      Downgrade Advance should be transferred to [name of bank/wire
      instructions/ABA number] in favor of account number [    ], reference
      [                        ].

            (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
      Class A-2 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-2 Certificates, or principal of, or interest or premium on, the Class
      A-1 Certificates, the Class B Certificates or the Class C Certificates,
      (iii) was computed in accordance with the provisions of the Class A-2
      Certificates, the Class A-2 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
      Class A-2 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 of Borrowing shall automatically and irrevocably terminate the
obligation of the Liquidity Provider to make further Advances under the


<PAGE>

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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2A-2) dated as of November 28, 2000, 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 Class A-2 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 ____________, ____.  The Final Advance should be transferred
      to [name of bank/wire instructions/ABA number] in favor of account
      number [    ], reference
      [                        ].

            (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-2 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-2
      Certificates, or principal of, or interest or premium on, the Class A-1
      Certificates, the Class B Certificates or the Class C Certificates,
      (iii) was computed in accordance with the provisions of the Class A-2
      Certificates, the Class A-2 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
      Class A-2 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 November 28, 2000 between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2A-2-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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,

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                 as Liquidity Provider



                              By:___________________________
                                 Name:
                                 Title:



                              By:___________________________
                                 Name:
                                 Title:


cc:   Wilmington Trust Company,
         as Class A-2 Trustee


<PAGE>

                                                                     ANNEX VI TO
                                                      REVOLVING CREDIT AGREEMENT

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

      Revolving Credit Agreement dated as of November 28, 2000, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2A-2-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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:









================================================================================



                           REVOLVING CREDIT AGREEMENT
                                    (2000-2B)


                          DATED AS OF NOVEMBER 28, 2000

                                     BETWEEN

                            WILMINGTON TRUST COMPANY,

                             AS SUBORDINATION AGENT,
                          AS AGENT AND TRUSTEE FOR THE
                 CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2B

                                   AS BORROWER

                                       AND

                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE

                              AS LIQUIDITY PROVIDER



================================================================================





                                   RELATING TO

                 CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2B
             8.307% CONTINENTAL AIRLINES PASS THROUGH CERTIFICATES,
                                 SERIES 2000-2B



<PAGE>

                              TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I  DEFINITIONS.......................................................1
   Section 1.01.  Certain Defined Terms......................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT...............................7
   Section 2.01.  The Advances...............................................7
   Section 2.02.  Making the Advances........................................7
   Section 2.03.  Fees.......................................................9
   Section 2.04.  Reductions or Termination of the Maximum Commitment........9
   Section 2.05.  Repayments of Interest Advances or the Final Advance......10
   Section 2.06.  Repayments of Provider Advances...........................10
   Section 2.07.  Payments to the Liquidity Provider Under the 
                 Intercreditor Agreement....................................11
   Section 2.08.  Book Entries..............................................11
   Section 2.09.  Payments from Available Funds Only........................11
   Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.......12

ARTICLE III  OBLIGATIONS OF THE BORROWER....................................12
   Section 3.01.  Increased Costs...........................................12
   Section 3.02.  Capital Adequacy..........................................13
   Section 3.03.  Payments Free of Deductions...............................14
   Section 3.04.
  Payments..................................................15
   Section 3.05.  Computations..............................................15
   Section 3.06.  Payment on Non-Business Days..............................15
   Section 3.07.  Interest..................................................15
   Section 3.08.  Replacement of Borrower...................................17
   Section 3.09.  Funding Loss Indemnification..............................17
   Section 3.10.  Illegality................................................17

ARTICLE IV  CONDITIONS PRECEDENT............................................18
   Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.....18
   Section 4.02.  Conditions Precedent to Borrowing.........................19

ARTICLE V  COVENANTS........................................................19
   Section 5.01.  Affirmative Covenants of the Borrower.....................19
   Section 5.02.  Negative Covenants of the Borrower........................20

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT.....................................20
   Section 6.01.  Liquidity Events of Default...............................20

ARTICLE VII  MISCELLANEOUS..................................................20
   Section 7.01.  Amendments, Etc...........................................20
   Section 7.02.  Notices, Etc..............................................21
   Section 7.03.  No Waiver; Remedies.......................................22


<PAGE>

                                                                          PAGE

   Section 7.04.  Further Assurances........................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions...........22
   Section 7.06.  Liability of the Liquidity Provider.......................22
   Section 7.07.  Costs, Expenses and Taxes.................................23
   Section 7.08.  Binding Effect; Participations............................23
   Section 7.09.  Severability..............................................25
   Section 7.10.  GOVERNING LAW.............................................25
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
                  Waiver of Immunity........................................25
   Section 7.12.  Execution in Counterparts.................................26
   Section 7.13.  Entirety..................................................26
   Section 7.14.  Headings..................................................26
   Section 7.15.  Transfer..................................................26
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..........26


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 (2000-2B)

            This REVOLVING CREDIT AGREEMENT (2000-2B) dated as of November
28, 2000, 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 LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, a public-law banking institution organized
under the laws of Germany (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 or an Applied Provider 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, 1.50% per annum, or (y) with respect to
      any Unapplied Provider Advance, the rate per annum specified in the Fee
      Letter.



<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 Agreement 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. 2000-2B-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  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.

            "CONSENT PERIOD" has the meaning specified in Section 2.10.

            "DEPOSIT AGREEMENT" means the Deposit Agreement dated as of the
      date hereof between First Security Bank, National Association, as
      Escrow Agent, 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.



<PAGE>

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

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

            "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 Facility Office by the
      jurisdiction where such Liquidity Provider's principal office or such
      Facility 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 or increased 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 Facility Office, after the date on which such successor
      Liquidity Provider obtains its interest or on which the Facility 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 November 26, 2001, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "EXTENSION NOTICE" has the meaning specified in Section 2.10.

            "FACILITY OFFICE" means the office of the Liquidity Provider
      presently located at Frankfurt, Germany, or such other office as the
      Liquidity Provider from time to time shall notify the Borrower as its
      Facility Office hereunder; provided that the Liquidity Provider shall
      not change its Facility Office to another Facility Office outside the
      United States of America except in accordance with Section 3.01, 3.02
      or 3.03 hereof.

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



<PAGE>

            "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 (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; and

            (ii)  each subsequent period commencing on the last day of the
                  immediately preceding Interest Period and ending on the
                  next Regular Distribution Date;

      PROVIDED, HOWEVER, that 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).

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

            "LIBOR RATE" means, with respect to any Interest Period,

            (i)   the rate per annum appearing on display page 3750 (British
                  Bankers Association-LIBOR) of the Dow Jones Markets Service
                  (or any successor or substitute therefor) at approximately
                  11:00 A.M. (London time) two Business Days before the first
                  day of such Interest Period, as the rate for dollar
                  deposits with a maturity comparable to such Interest
                  Period, or

            (ii)  if the rate calculated pursuant to clause (i) above is not
                  available, the average (rounded upwards, if necessary, to
                  the next 1/16 of 1%) of the rates per annum at which
                  deposits in dollars are offered for the relevant Interest
                  Period by three banks of recognized standing selected by
                  the Liquidity Provider 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 LIBOR


<PAGE>

                  Advance to which such Interest Period is to apply and for a
                  period 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.

            "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 initially $18,826,320.24 as the same
      may be reduced from time to time in accordance with Section 2.04(a).

            "NON-EXCLUDED TAX" has the meaning specified in Section 3.03.

            "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
      November 14, 2000 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).



<PAGE>

            "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.

            "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust
      2000-2B-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 NON-EXTENSION ADVANCE" means any Non-Extension Advance
      other than an Applied Non-Extension 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.

            "WITHDRAWAL NOTICE" has the meaning specified in Section 2.10.



<PAGE>

            (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:

      "ACCELERATION", "CERTIFICATES", "CLASS A-1 CERTIFICATES", "CLASS A-2
      CERTIFICATES", "CLASS B CASH COLLATERAL ACCOUNT", "CLASS B
      CERTIFICATEHOLDERS", "CLASS B CERTIFICATES", "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", "FEE LETTER", "FINAL
      LEGAL DISTRIBUTION DATE", "FINANCING AGREEMENT", "INDENTURE", "INVESTMENT
      EARNINGS", "LEASED AIRCRAFT", "LIQUIDITY FACILITY", "LIQUIDITY
      OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE
      PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "OWNED AIRCRAFT",
      "PARTICIPATION AGREEMENT", "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 1:00 p.m. (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 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


<PAGE>

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 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 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 Class B Cash Collateral Account (in
accordance with Sections 3.6(f) and 3.6(i) 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 1:00 p.m. (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 4:00 p.m. (New York City time) on such Business Day
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
on a day that is not a Business Day or after 1:00 p.m. (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 in 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


<PAGE>

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.  Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New
York Branch at the address specified in Section 7.02 hereof.

            (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.  If the
Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 Noon (New York City time) on the second Business Day
after the date of payment specified in said Section 2.02(e), the Liquidity
Provider shall have fully discharged its obligations hereunder with respect
to such Advance and an event of default shall not have occurred hereunder.
Following the making of any Advance pursuant to Section 2.02(b), (c) or (d)
hereof to fund the Class B Cash Collateral Account, the Liquidity Provider
shall have no interest in or rights to the Class B Cash Collateral Account,
the funds constituting such Advance or any other amounts from time to time on
deposit in the Class B Cash Collateral Account; 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, and provided further, that the foregoing shall not affect or
impair the rights of the Liquidity Provider to provide written instructions
with respect to the investment and reinvestment of amounts in the Cash
Collateral Accounts to the extent provided in Section 2.2(b) 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 Fee Letter.

            Section 2.04.  REDUCTIONS 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 such reduced Required Amount
(as calculated by the Borrower); PROVIDED that on the first Regular
Distribution Date, the Maximum Commitment shall automatically be reduced to
the then Required Amount.  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.



<PAGE>

            (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
Class B Cash Collateral Account, invested and withdrawn from 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 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 and the obligation for repayment thereof.
Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of
any amounts from the Class B Cash Collateral Account on account of a
reduction in the Required Amount, the Borrower shall repay to the Liquidity


<PAGE>

Provider a portion of the Provider Advances in a principal amount equal to
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 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
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 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
amounts that constitute Scheduled Payments, Special Payments or payments
under Section 8.1 of the Participation Agreements with respect to Owned
Aircraft, payments under Section 9.1 of the Participation Agreements with
respect to Leased Aircraft and payments under 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


<PAGE>

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 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.

            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 Legal Distribution Date for the Class B
Certificates), the Borrower shall request that the Liquidity Provider extend
the Expiry Date to the earlier of (i) the date that is 15 days after the
Final Legal Distribution Date for the Class B Certificates and (ii) the date
that is the day immediately preceding the 364th day occurring after the last
day of the Consent Period (as hereinafter defined).  Whether or not the
Borrower has made such request, the Liquidity Provider shall advise the
Borrower, no earlier than the 40th day (or, if earlier, the date of the
Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25th day prior to the then effective Expiry Date (such
period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to
so extend the Expiry Date.  If the Liquidity Provider advises the Borrower on
or before the date on which the Consent Period ends that such Expiry Date
shall not be so extended, or fails to irrevocably and unconditionally advise
the Borrower on or before the date on which the Consent Period ends 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 the
date on which the Consent Period ends (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


<PAGE>

(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 or such obligation (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 such obligation 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 Facility 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 Facility 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 Liquidity
Provider 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 each, 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, (i)
the Borrower shall within the time prescribed therefor by applicable law pay
to the appropriate governmental or taxing authority the full amount of any
such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of
the additional amounts payable 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) 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 Facility 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 Form W-8BEN or W-8ECI, 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.  Within 30 days after the date of each payment hereunder, the
Borrower shall furnish to the Liquidity Provider the original or a certified
copy of (or other documentary evidence of) the payment of the Non-Excluded
Taxes applicable to such payment.

            (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


<PAGE>

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 additional amounts payable 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.

            (c)   If any exemption from, or reduction in the rate of, any
Taxes is reasonably available to the Borrower to establish that payments
under this Agreement are exempt from (or entitled to a reduced rate of) tax,
the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or
reduction as the Liquidity Provider may reasonably identify to the Borrower
as being required as a condition to exemption from, or reduction in the rate
of, any Taxes.

            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
Citibank N.A., New York/ABA 021000089 in favor of account number 10920118,
reference Continental Airlines Trust 2000-2B #4140778, attn. M. Kirr.

            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
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)


<PAGE>

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.

            (b)   Except as provided in clause (e) below, each Advance
(including, without limitation, each outstanding Unapplied Downgrade 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 (or, if such Final Advance is deemed to have been made, without
delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting,
prior to 11:00 A.M. (New York City time) on the first Business Day
immediately following the Borrower's receipt of the applicable Termination
Notice, that such Final Advance not be converted from a Base Rate Advance to
a LIBOR Advance).

            (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 outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit
in the Class B Cash Collateral Account plus the Applicable Margin for such
Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension


<PAGE>

Advance from time to time, payable in arrears on each Regular Distribution
Date.

            (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 Facility 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 Facility 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 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, the Fee Letter duly executed on behalf of the Borrower
            and the Tax Letter duly executed on behalf of Continental;

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

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

                  (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


<PAGE>

            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 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
      or waived.

            (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, on or 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


<PAGE>

      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)
the obligation of the Liquidity Provider to make Advances hereunder 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


<PAGE>

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:    LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                   Main Tower
                                   Neue Mainzer Str. 52 - 58
                                   60311 Frankfurt am Main
                                   Germany
                                   Attention:  Asset Finance

                                   Telephone:  49-69-9132-4882
                                   Telecopy:  49-69-9132-4392

with a copy of any Notice of Borrowing to:

                                   LANDESBANK HESSEN-THURINGEN
                                   420 Fifth Avenue, 24th Floor
                                   New York, NY 10018
                                   Attention:  Project Finance/Michael Novack

                                   Telephone:  (212) 703-5224
                                   Telecopy:  (212) 703-5256

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
Article II and Article III hereof shall not be effective until received by
the Liquidity Provider.  A copy of all notices delivered hereunder to either


<PAGE>

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 of the Participation Agreements with
respect to Owned Aircraft and Section 9.1 of the Participation Agreements
with respect to Leased Aircraft.  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
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether
indemnified against pursuant to said Sections or in such 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 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 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


<PAGE>

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, directors 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
Account.  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


<PAGE>

interest payments hereunder) and under the other Operative Agreements to such
Persons (other than Continental and its Affiliates) as the Liquidity Provider
may in its sole discretion select, subject to the requirements of Section
7.08(b).  No such granting of participations 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.  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 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (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 W-8ECI or Form W-8BEN, 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 W-8ECI or Form W-8BEN, 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
W-8BEN or Form W-8ECI 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


<PAGE>

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 of 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


<PAGE>

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:

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2B) dated as of November 28, 2000, 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  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 ____________, ____.  The Interest Advance
      should be transferred to [name of bank/wire instructions/ABA number] in
      favor of account number [    ], reference [      ].

            (3)   The amount of the Interest Advance requested hereby (i) is
      $[_________________], to be applied in respect of the payment 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 B Certificates, or
      principal of, or interest or premium on, the Class A-1 Certificates,
      the Class A-2 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 Deposits 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.

            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


<PAGE>

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 Notice of
Borrowing 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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2B) dated as of November 28, 2000, 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 Class B Cash Collateral Account in
      accordance with Section 3.6(d) of the Intercreditor Agreement, which
      Advance is requested to be made on __________, ____.  The Non-Extension
      Advance should be transferred to [name of bank/wire instructions/ABA
      number] in favor of account number [    ], reference
      [                        ].

            (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 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-1 Certificates, the Class A-2 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
      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.

            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.



<PAGE>

            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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2B) dated as of November 28, 2000, 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 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 __________, ____.  The
      Downgrade Advance should be transferred to [name of bank/wire
      instructions/ABA number] in favor of account number [    ], reference
      [                        ].

            (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
      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-1
      Certificates, the Class A-2 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
      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 of Borrowing shall automatically and irrevocably terminate the


<PAGE>

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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2B) dated as of November 28, 2000, 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 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 ____________, ____.  The Final Advance should be transferred
      to [name of bank/wire instructions/ABA number] in favor of account
      number [    ], reference
      [                        ].

            (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-1
      Certificates, the Class A-2 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
      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 November 28, 2000 between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2B-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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,

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                 as Liquidity Provider



                              By:___________________________
                                 Name:
                                 Title:



                              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 November 28, 2000, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2B-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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:









================================================================================




                          REVOLVING CREDIT AGREEMENT
                                  (2000-2C)


                        DATED AS OF NOVEMBER 28, 2000

                                   BETWEEN

                          WILMINGTON TRUST COMPANY,

                           AS SUBORDINATION AGENT,
                         AS AGENT AND TRUSTEE FOR THE
               CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2C

                                 AS BORROWER

                                     AND

                   LANDESBANK HESSEN-THURINGEN GIROZENTRALE

                            AS LIQUIDITY PROVIDER


================================================================================





                                 RELATING TO

               CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2C
            8.312% CONTINENTAL AIRLINES PASS THROUGH CERTIFICATES,
                                SERIES 2000-2C



<PAGE>

                              TABLE OF CONTENTS

                                                                          PAGE

ARTICLE I  DEFINITIONS.......................................................1
   Section 1.01.  Certain Defined Terms......................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT...............................7
   Section 2.01.  The Advances...............................................7
   Section 2.02.  Making the Advances........................................7
   Section 2.03.  Fees.......................................................9
   Section 2.04.  Reductions or Termination of the Maximum Commitment........9
   Section 2.05.  Repayments of Interest Advances or the Final Advance......10
   Section 2.06.  Repayments of Provider Advances...........................10
   Section 2.07.  Payments to the Liquidity Provider Under the 
                  Intercreditor Agreement...................................11
   Section 2.08.  Book Entries..............................................11
   Section 2.09.  Payments from Available Funds Only........................12
   Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.......12

ARTICLE III  OBLIGATIONS OF THE BORROWER....................................12
   Section 3.01.  Increased Costs...........................................13
   Section 3.02.  Capital Adequacy..........................................13
   Section 3.03.  Payments Free of Deductions...............................14
   Section 3.04.
  Payments..................................................15
   Section 3.05.  Computations..............................................15
   Section 3.06.  Payment on Non-Business Days..............................16
   Section 3.07.  Interest..................................................16
   Section 3.08.  Replacement of Borrower...................................17
   Section 3.09.  Funding Loss Indemnification..............................17
   Section 3.10.  Illegality................................................18

ARTICLE IV  CONDITIONS PRECEDENT............................................18
   Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.....18
   Section 4.02.  Conditions Precedent to Borrowing.........................20

ARTICLE V  COVENANTS........................................................20
   Section 5.01.  Affirmative Covenants of the Borrower.....................20
   Section 5.02.  Negative Covenants of the Borrower........................20

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT.....................................21
   Section 6.01.  Liquidity Events of Default...............................21

ARTICLE VII  MISCELLANEOUS..................................................21
   Section 7.01.  Amendments, Etc...........................................21
   Section 7.02.  Notices, Etc..............................................21
   Section 7.03.  No Waiver; Remedies.......................................22


<PAGE>

   Section 7.04.  Further Assurances........................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions...........23
   Section 7.06.  Liability of the Liquidity Provider.......................23
   Section 7.07.  Costs, Expenses and Taxes.................................24
   Section 7.08.  Binding Effect; Participations............................24
   Section 7.09.  Severability..............................................26
   Section 7.10.  GOVERNING LAW.............................................26
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; 
                  Waiver of Immunity........................................26
   Section 7.12.  Execution in Counterparts.................................27
   Section 7.13.  Entirety..................................................27
   Section 7.14.  Headings..................................................27
   Section 7.15.  Transfer..................................................27
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES..........27


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 (2000-2C)

            This REVOLVING CREDIT AGREEMENT (2000-2C) dated as of November
28, 2000, 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 LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, a public-law banking institution organized
under the laws of Germany (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 or an Applied Provider 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, 1.50% per annum, or (y) with respect to
      any Unapplied Provider Advance, the rate per annum specified in the Fee
      Letter.



<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 Agreement 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. 2000-2C-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  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.

            "CONSENT PERIOD" has the meaning specified in Section 2.10.

            "DEPOSIT AGREEMENT" means the Deposit Agreement dated as of the
      date hereof between First Security Bank, National Association, as
      Escrow Agent, 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.



<PAGE>

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

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

            "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 Facility Office by the
      jurisdiction where such Liquidity Provider's principal office or such
      Facility 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 or increased 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 Facility Office, after the date on which such successor
      Liquidity Provider obtains its interest or on which the Facility 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 November 26, 2001, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "EXTENSION NOTICE" has the meaning specified in Section 2.10.

            "FACILITY OFFICE" means the office of the Liquidity Provider
      presently located at Frankfurt, Germany, or such other office as the
      Liquidity Provider from time to time shall notify the Borrower as its
      Facility Office hereunder; provided that the Liquidity Provider shall
      not change its Facility Office to another Facility Office outside the
      United States of America except in accordance with Section 3.01, 3.02
      or 3.03 hereof.

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



<PAGE>

            "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 (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; and

            (ii)  each subsequent period commencing on the last day of the
                  immediately preceding Interest Period and ending on the
                  next Regular Distribution Date;

      PROVIDED, HOWEVER, that 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).

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

            "LIBOR RATE" means, with respect to any Interest Period,

            (i)   the rate per annum appearing on display page 3750 (British
                  Bankers Association-LIBOR) of the Dow Jones Markets Service
                  (or any successor or substitute therefor) at approximately
                  11:00 A.M. (London time) two Business Days before the first
                  day of such Interest Period, as the rate for dollar
                  deposits with a maturity comparable to such Interest
                  Period, or

            (ii)  if the rate calculated pursuant to clause (i) above is not
                  available, the average (rounded upwards, if necessary, to
                  the next 1/16 of 1%) of the rates per annum at which
                  deposits in dollars are offered for the relevant Interest
                  Period by three banks of recognized standing selected by
                  the Liquidity Provider 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 LIBOR


<PAGE>

                  Advance to which such Interest Period is to apply and for a
                  period 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.

            "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 initially $17,301,095.52 as the same
      may be reduced from time to time in accordance with Section 2.04(a).

            "NON-EXCLUDED TAX" has the meaning specified in Section 3.03.

            "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
      November 14, 2000 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).



<PAGE>

            "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.

            "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust
      2000-2C-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 NON-EXTENSION ADVANCE" means any Non-Extension Advance
      other than an Applied Non-Extension 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.

            "WITHDRAWAL NOTICE" has the meaning specified in Section 2.10.



<PAGE>

            (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:

      "ACCELERATION", "CERTIFICATES", "CLASS A-1 CERTIFICATES", "CLASS A-2
      CERTIFICATES", "CLASS B CERTIFICATES", "CLASS C CASH COLLATERAL
      Account", "CLASS C CERTIFICATEHOLDERS", "CLASS C CERTIFICATES", "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", "FEE LETTER", "FINAL
      LEGAL DISTRIBUTION DATE", "FINANCING AGREEMENT", "INDENTURE",
      "INVESTMENT EARNINGS", "LEASED AIRCRAFT", "LIQUIDITY FACILITY",
      "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED
      FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "OWNED
      AIRCRAFT", "PARTICIPATION AGREEMENT", "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 1:00 p.m. (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 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


<PAGE>

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 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 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 Class C Cash Collateral Account (in
accordance with Sections 3.6(f) and 3.6(i) 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 1:00 p.m. (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 4:00 p.m. (New York City time) on such Business Day
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
on a day that is not a Business Day or after 1:00 p.m. (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 in 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


<PAGE>

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.  Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New
York Branch at the address specified in Section 7.02 hereof.

            (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.  If the
Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 Noon (New York City time) on the second Business Day
after the date of payment specified in said Section 2.02(e), the Liquidity
Provider shall have fully discharged its obligations hereunder with respect
to such Advance and an event of default shall not have occurred hereunder.
Following the making of any Advance pursuant to Section 2.02(b), (c) or (d)
hereof to fund the Class C Cash Collateral Account, the Liquidity Provider
shall have no interest in or rights to the Class C Cash Collateral Account,
the funds constituting such Advance or any other amounts from time to time on
deposit in the Class C Cash Collateral Account; 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, and provided further, that the foregoing shall not affect or
impair the rights of the Liquidity Provider to provide written instructions
with respect to the investment and reinvestment of amounts in the Cash
Collateral Accounts to the extent provided in Section 2.2(b) 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 Fee Letter.

            Section 2.04.  REDUCTIONS 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 such reduced Required Amount
(as calculated by the Borrower); PROVIDED that on the first Regular
Distribution Date, the Maximum Commitment shall automatically be reduced to
the then Required Amount.  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.



<PAGE>

            (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
Class C Cash Collateral Account, invested and withdrawn from 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 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 and the obligation for repayment thereof.
Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of
any amounts from 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


<PAGE>

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 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
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 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
amounts that constitute Scheduled Payments, Special Payments or payments
under Section 8.1 of the Participation Agreements with respect to Owned
Aircraft, payments under Section 9.1 of the Participation Agreements with
respect to Leased Aircraft and payments under 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


<PAGE>

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 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.

            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 Legal Distribution Date for the Class C
Certificates), the Borrower shall request that the Liquidity Provider extend
the Expiry Date to the earlier of (i) the date that is 15 days after the
Final Legal Distribution Date for the Class C Certificates and (ii) the date
that is the day immediately preceding the 364th day occurring after the last
day of the Consent Period (as hereinafter defined).  Whether or not the
Borrower has made such request, the Liquidity Provider shall advise the
Borrower, no earlier than the 40th day (or, if earlier, the date of the
Liquidity Provider's receipt of such request, if any, from the Borrower) and
no later than the 25th day prior to the then effective Expiry Date (such
period, the "CONSENT PERIOD"), whether, in its sole discretion, it agrees to
so extend the Expiry Date.  If the Liquidity Provider advises the Borrower on
or before the date on which the Consent Period ends that such Expiry Date
shall not be so extended, or fails to irrevocably and unconditionally advise
the Borrower on or before the date on which the Consent Period ends 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 the
date on which the Consent Period ends (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


<PAGE>

(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 or such obligation (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 such obligation 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 Facility 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 Facility 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 Liquidity
Provider 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.

            Notwithstanding the preceding two paragraphs, the Liquidity
Provider and the Subordination Agent agree that any permitted assignee or
participant of the initial Liquidity Provider which is not a bank shall not
be entitled to the benefits of the preceding two paragraphs (but without
limiting the provisions of Section 7.08 hereof).

            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 each, 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, (i)
the Borrower shall within the time prescribed therefor by applicable law pay
to the appropriate governmental or taxing authority the full amount of any
such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of
the additional amounts payable 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) 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 Facility 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 Form W-8BEN or W-8ECI, 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.  Within 30 days after the date of each payment hereunder, the
Borrower shall furnish to the Liquidity Provider the original or a certified
copy of (or other documentary evidence of) the payment of the Non-Excluded
Taxes applicable to such payment.

            (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


<PAGE>

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 additional amounts payable 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.

            (c)   If any exemption from, or reduction in the rate of, any
Taxes is reasonably available to the Borrower to establish that payments
under this Agreement are exempt from (or entitled to a reduced rate of) tax,
the Borrower shall deliver to the Liquidity Provider such form or forms and
such other evidence of the eligibility of the Borrower for such exemption or
reduction as the Liquidity Provider may reasonably identify to the Borrower
as being required as a condition to exemption from, or reduction in the rate
of, any Taxes.

            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
Citibank N.A., New York/ABA 021000089 in favor of account number 10920118,
reference Continental Airlines Trust 2000-2C #4140794, attn. M. Kirr.

            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
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)


<PAGE>

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.

            (b)   Except as provided in clause (e) below, each Advance
(including, without limitation, each outstanding Unapplied Downgrade 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 (or, if such Final Advance is deemed to have been made, without
delivery of a Notice of Borrowing pursuant to Section 2.06, by requesting,
prior to 11:00 A.M. (New York City time) on the first Business Day
immediately following the Borrower's receipt of the applicable Termination
Notice, that such Final Advance not be converted from a Base Rate Advance to
a LIBOR Advance).

            (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 outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit
in the Class C Cash Collateral Account plus the Applicable Margin for such


<PAGE>

Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension
Advance from time to time, payable in arrears on each Regular Distribution
Date.

            (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 Facility 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 Facility 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 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, the Fee Letter duly executed on behalf of the Borrower
            and the Tax Letter duly executed on behalf of Continental;

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

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

                  (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


<PAGE>

            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 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
      or waived.

            (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, on or 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


<PAGE>

      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)
the obligation of the Liquidity Provider to make Advances hereunder 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


<PAGE>

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:    LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                   Main Tower
                                   Neue Mainzer Str. 52 - 58
                                   60311 Frankfurt am Main
                                   Germany
                                   Attention:  Asset Finance

                                   Telephone:  49-69-9132-4882
                                   Telecopy:  49-69-9132-4392

with a copy of any Notice of Borrowing to:

                                   LANDESBANK HESSEN-THURINGEN
                                   420 Fifth Avenue, 24th Floor
                                   New York, NY 10018
                                   Attention:  Project Finance/Michael Novack

                                   Telephone:  (212) 703-5224
                                   Telecopy:  (212) 703-5256

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
Article II and Article III hereof shall not be effective until received by
the Liquidity Provider.  A copy of all notices delivered hereunder to either


<PAGE>

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 of the Participation Agreements with
respect to Owned Aircraft and Section 9.1 of the Participation Agreements
with respect to Leased Aircraft.  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
Section 3.01, 3.02 or 7.07 hereof or in the Fee Letter (regardless of whether
indemnified against pursuant to said Sections or in such 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 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 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


<PAGE>

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, directors 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
Account.  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


<PAGE>

interest payments hereunder) and under the other Operative Agreements to such
Persons (other than Continental and its Affiliates) as the Liquidity Provider
may in its sole discretion select, subject to the requirements of Section
7.08(b).  No such granting of participations 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.  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 and the like as they pertain to the
Liquidity Provider shall be deemed also to include those of each of its
participants that are banks (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 W-8ECI or Form W-8BEN, 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 W-8ECI or Form W-8BEN, 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
W-8BEN or Form W-8ECI 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


<PAGE>

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 of 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


<PAGE>

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:

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE,
                                as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2C) dated as of November 28, 2000, 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  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 ____________, ____.  The Interest Advance
      should be transferred to [name of bank/wire instructions/ABA number] in
      favor of account number [    ], reference [      ].

            (3)   The amount of the Interest Advance requested hereby (i) is
      $[_________________], to be applied in respect of the payment 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 C Certificates, or
      principal of, or interest or premium on, the Class A-1 Certificates,
      the Class A-2 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 Deposits 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.

            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


<PAGE>

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 Notice of
Borrowing 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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2C) dated as of November 28, 2000, 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 Class C Cash Collateral Account in
      accordance with Section 3.6(d) of the Intercreditor Agreement, which
      Advance is requested to be made on __________, ____.  The Non-Extension
      Advance should be transferred to [name of bank/wire instructions/ABA
      number] in favor of account number [    ], reference
      [                        ].

            (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 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-1 Certificates, the Class A-2 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
      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.

            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.


<PAGE>

            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
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2C) dated as of November 28, 2000, 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 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 __________, ____.  The
      Downgrade Advance should be transferred to [name of bank/wire
      instructions/ABA number] in favor of account number [    ], reference
      [                        ].

            (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
      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-1
      Certificates, the Class A-2 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
      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 of Borrowing shall automatically and irrevocably terminate the


<PAGE>

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 Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving
Credit Agreement (2000-2C) dated as of November 28, 2000, 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 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 ____________, ____.  The Final Advance should be transferred
      to [name of bank/wire instructions/ABA number] in favor of account
      number [    ], reference
      [                        ].

            (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-1
      Certificates, the Class A-2 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
      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 November 28, 2000 between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2C-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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,

                              LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                 as Liquidity Provider



                              By:___________________________
                                 Name:
                                 Title:



                              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 November 28, 2000, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 2000-2C-[O/S], as
      Borrower, and Landesbank Hessen-Thuringen 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:




                        TRUST SUPPLEMENT No. 2000-2A-1-O

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $380,340,000

             Continental Airlines Pass Through Trust 2000-2A-1-O
                           7.707% Continental Airlines
                           Pass Through Certificates,
                               Series 2000-2A-1-O


<PAGE>

            This Trust Supplement No. 2000-2A-1-O, dated as of November 28, 2000
(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 2000-2A-1-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;

            WHEREAS, the Escrow Agent and the Underwriters have
contemporaneously herewith entered into an Escrow Agreement with the Escrow


<PAGE>

Paying Agent pursuant to which the Underwriters have delivered to the Escrow
Agent the proceeds from the sale of the Applicable Certificates, to the extent
not used to purchase Equipment Notes on the Issuance Date, 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 NPA, upon the
financing of an Aircraft, the Trustee on behalf of the Applicable Trust, using
funds withdrawn under the Escrow Agreement (or, if financed on the Issuance
Date, using a portion of the proceeds of the sale of the Applicable
Certificates), 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:


<PAGE>

                                    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
"7.707% Continental Airlines Pass Through Certificates, Series 2000-2A-1-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,
      3.05 and 3.06 of the Basic Agreement) is $380,340,000.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001, 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
      

<PAGE>

      interest therein or (ii) the purchase and holding of Applicable
      Certificates or an interest therein 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 "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.


                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            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 to be or is, as the


<PAGE>

      case may be, entered into in accordance with the NPA (or any substitute
      aircraft, including engines therefor, owned by or leased to the Company
      and securing one or more Equipment Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            APPLICABLE CERTIFICATE:  Has the meaning specified in Section
      1.01 of this Trust Supplement.

            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.

            APPLICABLE PARTICIPATION AGREEMENT:  Has the meaning specified in
      Section 5.01(b) of this Trust Supplement.

            APPLICABLE TRUST:  Has the meaning specified in the recitals
      hereto.

            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.

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(iv) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            CUT-OFF DATE:  Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.


<PAGE>

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE: Means the earlier of (a) February
      1, 2002, 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 1, 2002 (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 NPA.

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            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 November 28, 2000 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 October 2, 2022.


<PAGE>

            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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 among the Trustee, the Other Trustees, the Liquidity
      Provider, the liquidity providers relating to the Certificates issued
      under 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.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,
      between the 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 PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.


<PAGE>

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NOTICE OF PURCHASE WITHDRAWAL:  Has the meaning specified in the
      Deposit Agreement.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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 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.

            OTHER AGREEMENTS: Means (i) the Basic Agreement as supplemented by
      Trust Supplement No. 2000-2A-2-O dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-2-O, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2B-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-O and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-O dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-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
      2000-2A-2-O, the Continental Airlines Pass Through Trust 2000-2B-O and the
      Continental Airlines Pass Through Trust 2000-2C-O, each created on the
      date hereof.

            OWNED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.


<PAGE>

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT: Means each Participation Agreement to be
      entered into, or entered into (as the case may be), by the Trustee
      pursuant to the NPA, 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. 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 payments
      with respect to other Trust Property and the distribution thereof to be
      made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the Other Agreements.

            RELATED PASS THROUGH TRUST AGREEMENT: Means the Basic Agreement as
      supplemented by the Trust Supplement No. 2000-2A-1-S dated the date hereof
      relating to the Continental Airlines Pass Through Trust 2000-2A-1-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
      2000-2A-1-S, to be formed under the Related Pass Through Trust
      Agreement.


<PAGE>

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SCHEDULED DELIVERY DATE:  Has the meaning specified in the NPA.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Has the meaning specified in Section 7.01 of this
      Trust Supplement.

            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 NPA and the
      Liquidity Facility, 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 Facility, 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.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated
      November 14, 2000 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.


<PAGE>

                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, 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, 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 unused Deposits, if any; 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,
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


<PAGE>


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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the
amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee shall mail written notice of the actual amount of
such scheduled payments to the Applicable Certificateholders of record as of a
date within 15 Business Days prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, if the
Class A-2 Trustee is then the Controlling Party, each Applicable
Certificateholder shall have the right to purchase, for the purchase price set
forth in the Class A-2 Trust Agreement, all, but not less than all, of the Class
A-2 Certificates upon ten days' written notice to the Class A-2 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


<PAGE>

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-2
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-2 Certificates pursuant to this Section 4.01(a).

            (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) if the Trustee is then the Controlling Party, each Class A-2
      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 A-2 Certificateholder, PROVIDED that (A) if
      prior to the end of such ten-day period any other Class A-2
      Certificateholder notifies such purchasing Class A-2 Certificateholder
      that such other Class A-2 Certificateholder wants to participate in such
      purchase, then such other Class A-2 Certificateholder may join with the
      purchasing Class A-2 Certificateholder to purchase all, but not less than
      all, of the Applicable Certificates pro rata based on the Fractional
      Undivided Interest in the Class A-2 Trust held by each such Class A-2
      Certificateholder and (B) if prior to the end of such ten-day period any
      other Class A-2 Certificateholder fails to notify the purchasing Class A-2
      Certificateholder of such other Class A-2 Certificateholder's desire to
      participate in such a purchase, then such other Class A-2
      Certificateholder shall lose its right to purchase the Applicable
      Certificates pursuant to this Section 4.01(b);

            (ii) each Class B Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a) or (b)(i) above) to purchase all, but not less than all, of
      the Applicable Certificates and the Class A-2 Certificates upon ten days'
      written notice to the Trustee, the Class A-2 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 and the Class A-2
      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 and the Class A-2 Certificates pursuant to this
      Section 4.01(b);

            (iii) each Class C Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a), (b)(i) or (b)(ii) above) to purchase all, but not less than
      

<PAGE>

      all, of the Applicable Certificates, the Class A-2 Certificates and the
      Class B Certificates upon ten days' written notice to the Trustee, the
      Class A-2 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, the Class A-2
      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, the Class
      A-2 Certificates and the Class B Certificates pursuant to this Section
      4.01(b); and

            (iv) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Applicable Certificates pursuant to clause (a), (b)(i),
      (b)(ii) or (b)(iii) above) to purchase all, but not less than all, of the
      Applicable Certificates, the Class A-2 Certificates, the Class B
      Certificates and the Class C Certificates upon ten days' written notice to
      the Trustee, the Class A-2 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 A-2 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, the Class
      A-2 Certificates, the Class B Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A)
in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates, or (B) in all other cases, the
Applicable Certificates, the Class A-2 Certificates, the Class B Certificates
and the Class C Certificates that are senior to the securities held by such


<PAGE>

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 (at any time after the occurrence
and during the continuation of a Triggering Event) it will, upon payment from
such Class A-2 Certificateholder(s), 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, (i) 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
the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the NPA, 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 the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all such Applicable Certificates and
Escrow Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable Certificate all amounts, if any, received by it on account of
such distribution, and (iii) if such purchase occurs after a Record Date
relating to any distribution and prior to or on the related Distribution Date,
forthwith turn over to the purchaser(s) of its Applicable Certificate all
amounts, if any, received by it on account of such distribution. 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 and elsewhere in this Trust Supplement,
the terms "Class A-2 Certificate", "Class A-2 Certificateholder", "Class A-2
Trust", "Class A-2 Trust Agreement", "Class A-2 Trustee", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate" and "Class D Trust", shall have the respective meanings
assigned to such terms in the Intercreditor Agreement.

            (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the
Basic Agreement, with respect to the Applicable Trust.


<PAGE>

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase "and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto," set forth in the first sentence thereof.


                                    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 NPA 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 specified in
the Underwriting Agreement, the Trustee shall execute, deliver, authenticate,
issue and sell Applicable Certificates in authorized denominations equaling in
the aggregate the amount set forth, with respect to the Applicable Trust, in
Schedule I 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 NPA. 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. The provisions of this Section 5.01(a) supersede and replace the
first sentence of Section 3.02(a) of the Basic Agreement, with respect to the
Applicable Trust.

            (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 Scheduled 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; PROVIDED
that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not
so instruct the Escrow Agent, and the purchase price of such Equipment Notes
shall be paid from a portion of the proceeds of the sale of the Applicable
Certificates. The Trustee shall (as and when specified in such Delivery Notice),
subject to the conditions set forth in Section 2 of the NPA, 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


<PAGE>

time prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 1(e) or 1(f) of the NPA, 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 NPA 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 (or, if the Issuance Date is
the Applicable Delivery Date with respect to such Applicable Participation
Agreement, from a portion of the proceeds of the sale of the Applicable
Certificates). 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 with respect to the Applicable 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.

            (c) The Trustee acknowledges its acceptance of all right, title and
interest in and to the Trust Property to be acquired pursuant to Section 5.01(b)
of this Trust Supplement, the NPA and each Applicable Participation Agreement,
and declares that it holds and will hold such right, title and interest for the
benefit of all present and future Applicable Certificateholders, upon the trusts
set forth in this Agreement. By its acceptance of an Applicable Certificate,
each initial Applicable Certificateholder, as a grantor of the Applicable Trust,
joins with the Trustee in the creation of the Applicable Trust. The provisions
of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of
the Basic Agreement, with respect 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, the Trustee
shall give the Escrow Agent notice that the Trustee's obligation to purchase
Equipment Notes under the NPA 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").

            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, the NPA 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, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.


<PAGE>

            (b) Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust created
hereby, 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 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 Agreement, 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 Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is or is to become a party and has taken all necessary action to
      authorize the execution, delivery and performance by it of this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and
      the Note Documents to which it is or is to become a party;

            (b) the execution, delivery and performance by the Trustee of this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 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 Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to become 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,
      


<PAGE>

      
      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 NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01. AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of this
Agreement" set forth in paragraph (b) thereof with the phrase "of the Note
Documents, of the NPA and of this Agreement" and (ii) replacing the phrase "of
this Agreement and any Note Document" set forth in the last paragraph of Section
5.02 with the phrase "of this Agreement, the NPA and any Note Document".

            Section 6.02. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.01 of the Basic Agreement,
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, (i) enter into one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (9) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the
Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also 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 NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of Equipment Notes and other matters incidental thereto or otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.02 of the Basic Agreement,
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 NPA or modifying in any manner the rights and obligations of


<PAGE>

the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement or the NPA; 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 APPLICABLE TRUST. (a) 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 February 1,
2002 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
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):

            (I) 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;



<PAGE>

            (II) 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;

            (III) The Related Trust is not required to be registered as an
      investment company under the Investment Company Act of 1940, as amended;

            (IV) 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

            (V) 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 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


<PAGE>

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.

            (b) The provisions of this Section 7.01 supersede and replace the
provisions of Section 11.01 of the Basic Agreement in its entirety, with respect
to the Applicable Trust.


                                  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. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND, UNTIL THE TRANSFER
DATE, THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THIS SECTION 8.02 SUPERSEDES
AND REPLACES SECTION 12.05 OF THE BASIC AGREEMENT, WITH RESPECT TO THE
APPLICABLE TRUST.


<PAGE>

            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: Senior Vice President - Finance



                                    WILMINGTON TRUST COMPANY,
                                           as Trustee


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



<PAGE>

                                    EXHIBIT A


                               FORM OF CERTIFICATE

Certificate
No. ___
    

            [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 2000-2A-1-O

    7.707% Continental Airlines Pass Through Certificate, Series 2000-2A-1-O
                        Issuance Date: November 28, 2000

                      Final Maturity Date: October 2, 2022

      Evidencing A Fractional Undivided Interest In The Continental Airlines
      Pass Through Trust 2000-2A-1-O, The Property Of Which Shall Include
      Certain Equipment Notes Each Secured By An Aircraft Leased To Or Owned By
      Continental Airlines, Inc.


                  $___________ Fractional Undivided Interest
        representing .0002629226% 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 2000-2A-1-O (the "TRUST") created by Wilmington Trust Company, as
trustee (the "TRUSTEE"), pursuant to a Pass Through Trust Agreement, dated as of
September 25, 1997 (the "BASIC AGREEMENT"), between the Trustee and Continental

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


<PAGE>

Airlines, Inc., a Delaware corporation (the "COMPANY"), as supplemented by Trust
Supplement No. 2000-2A-1-O thereto, dated as of November 28, 2000 (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 "7.707% Continental Airlines Pass Through Certificates, Series
2000-2A-1-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 holder of this Certificate (the
"CERTIFICATEHOLDER" and, together with all other holders of Certificates issued
by the Trust, the "CERTIFICATEHOLDERS") 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 the Liquidity Facility (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 April 2 and October 2 (a "REGULAR DISTRIBUTION DATE")
commencing April 2, 2001, 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
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.



<PAGE>

            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 of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
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, privileges, 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
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.



<PAGE>

            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.

            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


<PAGE>

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 an interest
herein are exempt from the prohibited transaction restrictions of ERISA and the
Code pursuant to one or more prohibited transaction statutory or administrative
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.

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


                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    2000-2A-1-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 2000-2A-1-O

            ASSIGNMENT AND ASSUMPTION AGREEMENT (2000-2A-1), dated ________ __,
____ (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. 2000-2A-1-O
dated November 28, 2000 (the "TRUST SUPPLEMENT" and together with the Basic
Agreement, the "AGREEMENT") in respect of the Continental Airlines Pass Through
Trust 2000-2A-1-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. 2000-2A-1-S dated November 28, 2000 (the "NEW SUPPLEMENT",
and, together with the Basic Agreement, the "NEW AGREEMENT") in respect of the
Continental Airlines Pass Through Trust 2000-2A-1-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
proceeds therefrom, together with all documents and instruments evidencing any
of such right, title and interest.



<PAGE>

            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;

            (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:



<PAGE>

            (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 2000-2A-1-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 2000-2A-1-S

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




<PAGE>

                                   Schedule I


                         Schedule of Assigned Documents

           (1) Intercreditor Agreement dated as of November 28, 2000 among the
Trustee, the Other Trustees, the Liquidity Provider, 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-1) dated as of
November 28, 2000 among the Escrow Agent, the Underwriters, the Trustee and the
Paying Agent.

           (3) Note Purchase Agreement dated as of November 28, 2000 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-1) dated as of November 28, 2000
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

Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider

Credit Suisse First Boston, acting through its New York branch, as Depositary

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents




                        TRUST SUPPLEMENT No. 2000-2A-1-S

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $380,340,000

             Continental Airlines Pass Through Trust 2000-2A-1-S
                           7.707% Continental Airlines
                           Pass Through Certificates,
                               Series 2000-2A-1-S




<PAGE>

            This Trust Supplement No. 2000-2A-1-S, dated as of November 28, 2000
(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 2000-2A-1-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 (as defined below) 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 "7.707% Continental Airlines Pass Through Certificates, Series
2000-2A-1-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. Subject to the preceding sentence and Section
      5.01 of this Trust Supplement and except for Applicable Certificates
      authenticated and delivered under Sections 3.03, 3.04, 3.05 and 3.06 of
      the Basic Agreement, no Applicable Certificates shall be authenticated
      under the Agreement.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001, 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 Supplement, with such
      appropriate insertions, omissions, substitutions and other variations as
      are required or permitted by the Related Pass Through Trust Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect the fact that the Applicable Certificates are being issued
      under the Agreement as opposed to under the Related Pass Through Trust
      Agreement. 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 or an interest therein 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 as Exhibit B to the Related Pass Through Trust Supplement.

            (f) The "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.



<PAGE>

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.



                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            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 NPA (or any substitute aircraft, including engines therefor,
      owned by or leased to the Company and securing one or more Equipment
      Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            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 Certificate issued in exchange
      therefor or replacement thereof pursuant to the Agreement.

            APPLICABLE CERTIFICATEHOLDER:  Means the Person in whose name an
      Applicable Certificate is registered on the Register for the Applicable
      Certificates.


<PAGE>

            APPLICABLE TRUST:  Has the meaning specified in the recitals
      hereto.

            ASSIGNMENT AND ASSUMPTION AGREEMENT: Means the assignment and
      assumption agreement substantially in the form of Exhibit C to the Related
      Pass Through Trust Supplement executed and delivered in accordance with
      Section 7.01 of the Related Trust Supplement.

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(iv) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE:  Has the meaning specified in
      the Related Pass Through Trust Supplement.

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DISTRIBUTION DATE:  Means any Regular Distribution Date or
      Special Distribution Date as the context requires.


<PAGE>

            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 November 28, 2000 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 October 2, 2022.

            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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 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 Provider, the liquidity providers
      relating to the Certificates issued under each of the Related Other Pass
      Through Trust 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.



<PAGE>

            LEASED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,
      between the 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 PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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. 2000-2A-2-S dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-2-S, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2B-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-S and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-S dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-S.

            OTHER TRUSTEES:  Means the trustees under the Other Agreements,
      and any successor or other trustee appointed as provided therein.



<PAGE>

            OTHER TRUSTS:  Means the Continental Airlines Pass Through Trust
      2000-2A-2-S, the Continental Airlines Pass Through Trust 2000-2B-S and
      the Continental Airlines Pass Through Trust 2000-2C-S, created by the
      Other 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.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.



<PAGE>

            PARTICIPATION AGREEMENT: Means each Participation Agreement entered
      into by the Related Trustee pursuant to the NPA, 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, the Applicable Certificates (as
      defined in the Related Pass Through Trust Agreement) or the 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 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" 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 to unused Deposits,
      payment of principal of 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
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the Other Agreements.

            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.

            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. 2000-2A-1-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust 2000-2A-1-O and entered into by the Company
      and the Related Trustee, as amended, supplemented or otherwise modified
      from time to time in accordance with its terms.



<PAGE>

            RELATED TRUST:  Means the Continental Pass Through Trust
      2000-2A-1-O, formed under the Related Pass Through Trust Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Means the moment of execution and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            TRANSFER DATE CERTIFICATES:  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 Applicable Trust and the Trustee, on behalf of the Applicable Trust,
      under the Intercreditor Agreement, the Escrow Agreement, the NPA and the
      Liquidity Facility, 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 Facility, PROVIDED that rights with respect to the Deposits or
      under the Escrow Agreement will not constitute Trust Property.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT:  Means the Underwriting Agreement dated
      November 14, 2000 among the Underwriters, the Company and the


<PAGE>

      Depositary, as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with its terms.

                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, 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, 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 unused Deposits, if any; 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


<PAGE>

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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the
amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee (if the Related Trustee has not already done so)
shall mail written notice of the actual amount of such scheduled payments to the
Applicable Certificateholders of record as of a date within 15 Business Days
prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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 (if the Related
Trustee has not already done so) 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 Transfer Date, the Trustee (if the Related Trustee has not
already done so) 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 the
Delivery Period Termination Date. The Trustee (if the Related Trustee has not
already done so) 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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.


<PAGE>

                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, if the
Class A-2 Trustee is then the Controlling Party, each Applicable
Certificateholder shall have the right to purchase, for the purchase price set
forth in the Class A-2 Trust Agreement, all, but not less than all, of the Class
A-2 Certificates upon ten days' written notice to the Class A-2 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-2
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-2 Certificates pursuant to this Section 4.01(a).

            (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) if the Trustee is then the Controlling Party, each Class A-2
      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 A-2 Certificateholder, PROVIDED that (A) if
      prior to the end of such ten-day period any other Class A-2
      Certificateholder notifies such purchasing Class A-2 Certificateholder
      that such other Class A-2 Certificateholder wants to participate in such
      purchase, then such other Class A-2 Certificateholder may join with the
      purchasing Class A-2 Certificateholder to purchase all, but not less than
      all, of the Applicable Certificates pro rata based on the Fractional
      Undivided Interest in the Class A-2 Trust held by each such Class A-2
      Certificateholder and (B) if prior to the end of such ten-day period any
      other Class A-2 Certificateholder fails to notify the purchasing Class A-2
      Certificateholder of such other Class A-2 Certificateholder's desire to
      participate in such a purchase, then such other Class A-2
      Certificateholder shall lose its right to purchase the Applicable
      Certificates pursuant to this Section 4.01(b);

            (ii) each Class B Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a) or (b)(i) above) to purchase all, but not less than all, of
      the Applicable Certificates and the Class A-2 Certificates upon ten days'
      written notice to the Trustee, the Class A-2 Trustee and each other Class
      B Certificateholder, PROVIDED that (A) if prior to the end of such ten-day
      

<PAGE>

      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 and the Class A-2
      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 and the Class A-2 Certificates pursuant to this
      Section 4.01(b);

            (iii) each Class C Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a), (b)(i) or (b)(ii) above) to purchase all, but not less than
      all, of the Applicable Certificates, the Class A-2 Certificates and the
      Class B Certificates upon ten days' written notice to the Trustee, the
      Class A-2 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, the Class A-2
      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, the Class
      A-2 Certificates and the Class B Certificates pursuant to this Section
      4.01(b); and

            (iv) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Applicable Certificates pursuant to clause (a), (b)(i),
      (b)(ii) or (b)(iii) above) to purchase all, but not less than all, of the
      Applicable Certificates, the Class A-2 Certificates, the Class B
      Certificates and the Class C Certificates upon ten days' written notice to
      the Trustee, the Class A-2 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 A-2 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


<PAGE>

      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, the Class
      A-2 Certificates, the Class B Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A)
in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates, or (B) in all other cases, the
Applicable Certificates, the Class A-2 Certificates, the Class B Certificates
and the Class C Certificates that 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 (at any time after the occurrence
and during the continuation of a Triggering Event) it will, upon payment from
such Class A-2 Certificateholder(s), 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, (i) 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
the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Note Documents, the NPA 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 the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all such Applicable Certificates and
Escrow Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable Certificate all amounts, if any, received by it on account of
such distribution, and (iii) if such purchase occurs after a Record Date
relating to any distribution and prior to or on the related Distribution Date,
forthwith turn over to the purchaser(s) of its Applicable Certificate all
amounts, if any, received by it on account of such distribution. 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


<PAGE>

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 and elsewhere in this Trust Supplement,
the terms "Class A-2 Certificate", "Class A-2 Certificateholder", "Class A-2
Trust", "Class A-2 Trust Agreement", "Class A-2 Trustee", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate" and "Class D Trust", shall have the respective meanings
assigned to such terms in the Intercreditor Agreement.

            (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the
Basic Agreement, with respect to the Applicable Trust.

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase "and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto," set forth in the first sentence thereof.


                                    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
Pass Through Trust Supplement, subject only to the satisfaction of the
conditions set forth in said Section 7.01. This Agreement (except only for this
sentence and the immediately preceding sentence hereof, which are 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


<PAGE>

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 with respect to the Applicable 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, with respect to the
Applicable 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, the NPA 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, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b) Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust created
hereby, 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 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 Agreement, 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, the NPA and
      

<PAGE>

      the Note Documents to which it is a party 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, the
      NPA 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, the NPA 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 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, the NPA 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) the Assignment and Assumption Agreement has been duly executed
      and delivered by the Trustee and this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA 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


<PAGE>

individual capacity and which is unrelated to the transactions contemplated by
the Intercreditor Agreement or the NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01. AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of this
Agreement" set forth in paragraph (b) thereof with the phrase "of the Note
Documents, of the NPA and of this Agreement" and (ii) replacing the phrase "of
this Agreement and any Note Document" set forth in the last paragraph of Section
5.02 with the phrase "of this Agreement, the NPA and any Note Document".

            Section 6.02. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.01 of the Basic Agreement,
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, (i) enter into one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (9) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the
Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also 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 NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of Equipment Notes and other matters incidental thereto or otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.02 of the Basic Agreement,
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 NPA or modifying in any manner the rights and obligations of
the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement or the NPA; 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. (a) 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 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.

            (b) The provisions of this Section 7.01 supersede and replace the
provisions of Section 11.01 of the Basic Agreement in its entirety, with respect
to the Applicable Trust.


<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. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND THE APPLICABLE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THIS SECTION 8.02 SUPERSEDES AND REPLACES SECTION 12.05
OF THE BASIC AGREEMENT, with respect to the Applicable Trust.

            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: Senior Vice President - Finance



                                      WILMINGTON TRUST COMPANY,
                                         as Trustee


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




                        TRUST SUPPLEMENT No. 2000-2A-2-O

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $170,766,000

             Continental Airlines Pass Through Trust 2000-2A-2-O
                           7.487% Continental Airlines
                           Pass Through Certificates,
                               Series 2000-2A-2-O



<PAGE>

            This Trust Supplement No. 2000-2A-2-O, dated as of November 28, 2000
(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 2000-2A-2-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;

            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, to the


<PAGE>

extent not used to purchase Equipment Notes on the Issuance Date, 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 NPA, upon the
financing of an Aircraft, the Trustee on behalf of the Applicable Trust, using
funds withdrawn under the Escrow Agreement (or, if financed on the Issuance
Date, using a portion of the proceeds of the sale of the Applicable
Certificates), 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
"7.487% Continental Airlines Pass Through Certificates, Series 2000-2A-2-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.



<PAGE>

            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,
      3.05 and 3.06 of the Basic Agreement) is $170,766,000.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001, 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 or an interest therein 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 "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.



<PAGE>

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.


                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            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 to be or is, as the case may
      be, entered into in accordance with the NPA (or any substitute aircraft,
      including engines therefor, owned by or leased to the Company and securing
      one or more Equipment Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            APPLICABLE CERTIFICATE:  Has the meaning specified in Section
      1.01 of this Trust Supplement.

            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.

            APPLICABLE TRUST:  Has the meaning specified in the recitals
      hereto.

            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.

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(iv) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            CUT-OFF DATE:  Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE: Means the earlier of (a) February
      1, 2002, 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 1, 2002 (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 NPA.



<PAGE>

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            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 November 28, 2000 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 April 2, 2012.

            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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 among the Trustee, the Other Trustees, the Liquidity
      Provider, the liquidity providers relating to the Certificates issued
      

<PAGE>

      under 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.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,
      between the 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 PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NOTICE OF PURCHASE WITHDRAWAL:  Has the meaning specified in the
      Deposit Agreement.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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 Trustee on behalf of


<PAGE>

      the Trust, 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. 2000-2A-1-O dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-O, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2B-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-O and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-O dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-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
      2000-2A-1-O, the Continental Airlines Pass Through Trust 2000-2B-O and the
      Continental Airlines Pass Through Trust 2000-2C-O, each created on the
      date hereof.

            OWNED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT: Means each Participation Agreement to be
      entered into, or entered into (as the case may be), by the Trustee
      pursuant to the NPA, 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
      


<PAGE>

      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. 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 payments
      with respect to other Trust Property and the distribution thereof to be
      made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the Other Agreements.

            RELATED PASS THROUGH TRUST AGREEMENT: Means the Basic Agreement as
      supplemented by the Trust Supplement No. 2000-2A-2-S dated the date hereof
      relating to the Continental Airlines Pass Through Trust 2000-2A-2-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
      2000-2A-2-S, to be formed under the Related Pass Through Trust
      Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SCHEDULED DELIVERY DATE:  Has the meaning specified in the NPA.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Has the meaning specified in Section 7.01 of this
      Trust Supplement.

            TRIGGERING EVENT:  Has the meaning assigned to such term in the
      Intercreditor Agreement.


<PAGE>

            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 NPA and the
      Liquidity Facility, 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 Facility, 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.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated
      November 14, 2000 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
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, 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, if any;

            (iii) the amount of such distribution under the Agreement
      allocable to interest;



<PAGE>

            (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 unused Deposits, if any; 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,
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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the
amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee shall mail written notice of the actual amount of
such scheduled payments to the Applicable Certificateholders of record as of a
date within 15 Business Days prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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


<PAGE>

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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.



                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, if the
Class A-1 Trustee is then the Controlling Party, each Applicable
Certificateholder shall have the right to purchase, for the purchase price set
forth in the Class A-1 Trust Agreement, all, but not less than all, of the Class
A-1 Certificates upon ten days' written notice to the Class A-1 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-1
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-1 Certificates pursuant to this Section 4.01(a).

            (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) if the Trustee is then the Controlling Party, each Class A-1
      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 A-1 Certificateholder, PROVIDED that (A) if
      prior to the end of such ten-day period any other Class A-1
      Certificateholder notifies such purchasing Class A-1 Certificateholder
      that such other Class A-1 Certificateholder wants to participate in such
      purchase, then such other Class A-1 Certificateholder may join with the
      purchasing Class A-1 Certificateholder to purchase all, but not less than
      all, of the Applicable Certificates pro rata based on the Fractional
      Undivided Interest in the Class A-1 Trust held by each such Class A-1
      Certificateholder and (B) if prior to the end of such ten-day period any
      other Class A-1 Certificateholder fails to notify the purchasing Class A-1
      Certificateholder of such other Class A-1 Certificateholder's desire to
      

<PAGE>

      participate in such a purchase, then such other Class A-1
      Certificateholder shall lose its right to purchase the Applicable
      Certificates pursuant to this Section 4.01(b);

            (ii) each Class B Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a) or (b)(i) above) to purchase all, but not less than all, of
      the Applicable Certificates and the Class A-1 Certificates upon ten days'
      written notice to the Trustee, the Class A-1 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 and the Class A-1
      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 and the Class A-1 Certificates pursuant to this
      Section 4.01(b);

            (iii) each Class C Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a), (b)(i) or (b)(ii) above) to purchase all, but not less than
      all, of the Applicable Certificates, the Class A-1 Certificates and the
      Class B Certificates upon ten days' written notice to the Trustee, the
      Class A-1 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, the Class A-1
      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, the Class
      A-1 Certificates and the Class B Certificates pursuant to this Section
      4.01(b); and

            (iv) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Applicable Certificates pursuant to clause (a), (b)(i),
      (b)(ii) or (b)(iii) above) to purchase all, but not less than all, of the
      Applicable Certificates, the Class A-1 Certificates, the Class B
      Certificates and the Class C Certificates upon ten days' written notice to
      the Trustee, the Class A-1 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
      

<PAGE>

      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-1 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, the Class
      A-1 Certificates, the Class B Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A)
in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates, or (B) in all other cases, the
Applicable Certificates, the Class A-1 Certificates, the Class B Certificates
and the Class C Certificates that 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 (at any time after the occurrence
and during the continuation of a Triggering Event) it will, upon payment from
such Class A-1 Certificateholder(s), 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, (i) 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
the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the NPA, 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 the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all such Applicable Certificates and
Escrow Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable Certificate all amounts, if any, received by it on account of
such distribution, and (iii) if such purchase occurs after a Record Date
relating to any distribution and prior to or on the related Distribution Date,
forthwith turn over to the purchaser(s) of its Applicable Certificate all


<PAGE>

amounts, if any, received by it on account of such distribution. 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 and elsewhere in this Trust Supplement,
the terms "Class A-1 Certificate", "Class A-1 Certificateholder", "Class A-1
Trust", "Class A-1 Trust Agreement", "Class A-1 Trustee", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate" and "Class D Trust", shall have the respective meanings
assigned to such terms in the Intercreditor Agreement.

            (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the
Basic Agreement, with respect to the Applicable Trust.

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase "and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto," set forth in the first sentence thereof.


                                    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 NPA 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 specified in
the Underwriting Agreement, the Trustee shall execute, deliver, authenticate,
issue and sell Applicable Certificates in authorized denominations equaling in
the aggregate the amount set forth, with respect to the Applicable Trust, in
Schedule I 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 NPA. 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. The provisions of this Section 5.01(a) supersede and replace the
first sentence of Section 3.02(a) of the Basic Agreement, with respect to the
Applicable Trust.



<PAGE>

            (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 Scheduled 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; provided
that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not
so instruct the Escrow Agent, and the purchase price of such Equipment Notes
shall be paid from a portion of the proceeds of the sale of the Applicable
Certificates. The Trustee shall (as and when specified in such Delivery Notice),
subject to the conditions set forth in Section 2 of the NPA, 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 NPA, 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 NPA 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 (or, if the Issuance Date is
the Applicable Delivery Date with respect to such Applicable Participation
Agreement, from a portion of the proceeds of the sale of the Applicable
Certificates). 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 with respect to the Applicable 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.

            (c) The Trustee acknowledges its acceptance of all right, title and
interest in and to the Trust Property to be acquired pursuant to Section 5.01(b)
of this Trust Supplement, the NPA and each Applicable Participation Agreement,
and declares that it holds and will hold such right, title and interest for the
benefit of all present and future Applicable Certificateholders, upon the trusts
set forth in this Agreement. By its acceptance of an Applicable Certificate,
each initial Applicable Certificateholder, as a grantor of the Applicable Trust,
joins with the Trustee in the creation of the Applicable Trust. The provisions
of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of
the Basic Agreement, with respect to the Applicable Trust.



<PAGE>

            Section 5.02. WITHDRAWAL OF DEPOSITS. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, the Trustee
shall give the Escrow Agent notice that the Trustee's obligation to purchase
Equipment Notes under the NPA 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").

            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, the NPA 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, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b) Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust created
hereby, 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 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 Agreement, 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 Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is or is to become a party and has taken all necessary action to
      authorize the execution, delivery and performance by it of this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and
      the Note Documents to which it is or is to become a party;

            (b) the execution, delivery and performance by the Trustee of this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 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


<PAGE>

      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 Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to become 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 NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01. AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of this
Agreement" set forth in paragraph (b) thereof with the phrase "of the Note
Documents, of the NPA and of this Agreement" and (ii) replacing the phrase "of
this Agreement and any Note Document" set forth in the last paragraph of Section
5.02 with the phrase "of this Agreement, the NPA and any Note Document".

            Section 6.02. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.01 of the Basic Agreement,
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, (i) enter into one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (9) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the


<PAGE>

Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also 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 NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of Equipment Notes and other matters incidental thereto or otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.02 of the Basic Agreement,
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 NPA or modifying in any manner the rights and obligations of
the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement or the NPA; 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 APPLICABLE TRUST. (a) 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 February 1,
2002 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
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:



<PAGE>

            (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):

            (I) 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;

            (II) 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;

            (III) The Related Trust is not required to be registered as an
      investment company under the Investment Company Act of 1940, as amended;

            (IV) 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

            (V) 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 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


<PAGE>

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
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.

            (b) The provisions of this Section 7.01 supersede and replace the
provisions of Section 11.01 of the Basic Agreement in its entirety, with respect
to the Applicable Trust.


<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. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND, UNTIL THE TRANSFER
DATE, THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THIS SECTION 8.02 SUPERSEDES
AND REPLACES SECTION 12.05 OF THE BASIC AGREEMENT, with respect to the
Applicable Trust.

            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: Senior Vice President - Finance



                                    WILMINGTON TRUST COMPANY,
                                          as Trustee


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



<PAGE>



                                    EXHIBIT A


                               FORM OF CERTIFICATE

Certificate
No. ___

            [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 2000-2A-2-O

   7.487% Continental Airlines Pass Through Certificate, Series 2000-2A-2-O
                        Issuance Date: November 28, 2000

                       Final Maturity Date: April 2, 2012

      Evidencing A Fractional Undivided Interest In The Continental Airlines
      Pass Through Trust 2000-2A-2-O, The Property Of Which Shall Include
      Certain Equipment Notes Each Secured By An Aircraft Leased To Or Owned By
      Continental Airlines, Inc.


                  $___________ Fractional Undivided Interest
        representing .0005855967% 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
2000-2A-2-O (the "TRUST") created by Wilmington Trust Company, as trustee (the
"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

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


<PAGE>

Supplement No. 2000-2A-2-O thereto, dated as of November 28, 2000 (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 "7.487% Continental Airlines Pass Through Certificates, Series
2000-2A-2-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 holder of this Certificate (the
"CERTIFICATEHOLDER" and, together with all other holders of Certificates issued
by the Trust, the "CERTIFICATEHOLDERS") 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 the Liquidity Facility (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 April 2 and October 2 (a "REGULAR DISTRIBUTION DATE")
commencing April 2, 2001, 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
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


<PAGE>

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 of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
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, privileges, 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
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


<PAGE>

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.

            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 an interest


<PAGE>

herein are exempt from the prohibited transaction restrictions of ERISA and the
Code pursuant to one or more prohibited transaction statutory or administrative
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.

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


                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    2000-2A-2-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 2000-2A-2-O

            ASSIGNMENT AND ASSUMPTION AGREEMENT (2000-2A-2), dated ________ __,
________ (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.
2000-2A-2-O dated November 28, 2000 (the "TRUST SUPPLEMENT" and together with
the Basic Agreement, the "AGREEMENT") in respect of the Continental Airlines
Pass Through Trust 2000-2A-2-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. 2000-2A-2-S dated November 28, 2000 (the "NEW
SUPPLEMENT", and, together with the Basic Agreement, the "NEW AGREEMENT") in
respect of the Continental Airlines Pass Through Trust 2000-2A-2-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
proceeds therefrom, together with all documents and instruments evidencing any
of such right, title and interest.



<PAGE>

            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;

            (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,


<PAGE>

      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 2000-2A-2-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 2000-2A-2-S

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




<PAGE>


                                   Schedule I


                         Schedule of Assigned Documents

            (1) Intercreditor Agreement dated as of November 28, 2000 among the
Trustee, the Other Trustees, the Liquidity Provider, 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-2) dated as of
November 28, 2000 among the Escrow Agent, the Underwriters, the Trustee and the
Paying Agent.

            (3) Note Purchase Agreement dated as of November 28, 2000 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-2) dated as of November 28, 2000
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

Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider

Credit Suisse First Boston, acting through its New York branch, as Depositary

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents




                        TRUST SUPPLEMENT No. 2000-2A-2-S

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $170,766,000

             Continental Airlines Pass Through Trust 2000-2A-2-S
                           7.487% Continental Airlines
                           Pass Through Certificates,
                               Series 2000-2A-2-S





<PAGE>


            This Trust Supplement No. 2000-2A-2-S, dated as of November 28, 2000
(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 2000-2A-2-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 (as defined below) 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 "7.487% Continental Airlines Pass Through Certificates, Series
2000-2A-2-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. Subject to the preceding sentence and Section
      5.01 of this Trust Supplement and except for Applicable Certificates
      authenticated and delivered under Sections 3.03, 3.04, 3.05 and 3.06 of
      the Basic Agreement, no Applicable Certificates shall be authenticated
      under the Agreement.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001 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 Supplement, with such
      appropriate insertions, omissions, substitutions and other variations as
      are required or permitted by the Related Pass Through Trust Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect the fact that the Applicable Certificates are being issued
      under the Agreement as opposed to under the Related Pass Through Trust
      Agreement. 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 or an interest therein 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 as Exhibit B to the Related Pass Through Trust Supplement.

            (f) The "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.



<PAGE>

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.



                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            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 NPA (or any substitute aircraft, including engines therefor,
      owned by or leased to the Company and securing one or more Equipment
      Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            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 Certificate issued in exchange
      therefor or replacement thereof pursuant to the Agreement.

            APPLICABLE CERTIFICATEHOLDER:  Means the Person in whose name an
      Applicable Certificate is registered on the Register for the Applicable
      Certificates.

            APPLICABLE TRUST: Has the meaning specified in the recitals
      hereto.

            ASSIGNMENT AND ASSUMPTION AGREEMENT: Means the assignment and
      assumption agreement substantially in the form of Exhibit C to the Related
      Pass Through Trust Supplement executed and delivered in accordance with
      Section 7.01 of the Related Trust Supplement.



<PAGE>

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(iv) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE:  Has the meaning specified in
      the Related Pass Through Trust Supplement.

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            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 November 28, 2000 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.



<PAGE>

            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 April 2, 2012.

            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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 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 Provider, the liquidity providers
      relating to the Certificates issued under each of the Related Other Pass
      Through Trust 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.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,


<PAGE>

      between the 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 PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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. 2000-2A-1-S dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-S, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2B-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-S and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-S dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-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
      2000-2A-1-S, the Continental Airlines Pass Through Trust 2000-2B-S and
      the Continental Airlines Pass Through Trust 2000-2C-S, created by the
      Other 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:



<PAGE>

                  (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.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT: Means each Participation Agreement entered
      into by the Related Trustee pursuant to the NPA, 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, the Applicable Certificates (as
      defined in the Related Pass Through Trust Agreement) or the Deposits,
      other than payments made in respect of interest or premium thereon or


<PAGE>

      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 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" 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 to unused Deposits,
      payment of principal of 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
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the other Agreements.

            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.

            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. 2000-2A-2-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust 2000-2A-2-O and entered into by the Company
      and the Related Trustee, as amended, supplemented or otherwise modified
      from time to time in accordance with its terms.

            RELATED TRUST:  Means the Continental Pass Through Trust
      2000-2A-2-O, formed under the Related Pass Through Trust Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).



<PAGE>

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Means the moment of execution and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            TRANSFER DATE CERTIFICATES:  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 Applicable Trust and the Trustee, on behalf of the Applicable Trust,
      under the Intercreditor Agreement, the Escrow Agreement, the NPA and the
      Liquidity Facility, 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 Facility, PROVIDED that rights with respect to the Deposits or
      under the Escrow Agreement will not constitute Trust Property.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated
      November 14, 2000 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
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, reflecting in part the information provided by the


<PAGE>

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, 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 unused Deposits, if any; 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,
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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the


<PAGE>

amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee (if the Related Trustee has not already done so)
shall mail written notice of the actual amount of such scheduled payments to the
Applicable Certificateholders of record as of a date within 15 Business Days
prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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 (if the Related
Trustee has not already done so) 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 Transfer Date, the Trustee (if the Related Trustee has not
already done so) 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 the
Delivery Period Termination Date. The Trustee (if the Related Trustee has not
already done so) 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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, if the
Class A-1 Trustee is then the Controlling Party, each Applicable
Certificateholder shall have the right to purchase, for the purchase price set
forth in the Class A-1 Trust Agreement, all, but not less than all, of the Class
A-1 Certificates upon ten days' written notice to the Class A-1 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-1
Certificates pro rata based on the Fractional Undivided Interest in the
Applicable Trust held by each such Applicable Certificateholder and (ii) if


<PAGE>

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-1 Certificates pursuant to this Section 4.01(a).

            (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) if the Trustee is then the Controlling Party, each Class A-1
      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 A-1 Certificateholder, PROVIDED that (A) if
      prior to the end of such ten-day period any other Class A-1
      Certificateholder notifies such purchasing Class A-1 Certificateholder
      that such other Class A-1 Certificateholder wants to participate in such
      purchase, then such other Class A-1 Certificateholder may join with the
      purchasing Class A-1 Certificateholder to purchase all, but not less than
      all, of the Applicable Certificates pro rata based on the Fractional
      Undivided Interest in the Class A-1 Trust held by each such Class A-1
      Certificateholder and (B) if prior to the end of such ten-day period any
      other Class A-1 Certificateholder fails to notify the purchasing Class A-1
      Certificateholder of such other Class A-1 Certificateholder's desire to
      participate in such a purchase, then such other Class A-1
      Certificateholder shall lose its right to purchase the Applicable
      Certificates pursuant to this Section 4.01(b);

            (ii) each Class B Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a) or (b)(i) above) to purchase all, but not less than all, of
      the Applicable Certificates and the Class A-1 Certificates upon ten days'
      written notice to the Trustee, the Class A-1 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 and the Class A-1
      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 and the Class A-1 Certificates pursuant to this
      Section 4.01(b);

            (iii) each Class C Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a), (b)(i) or (b)(ii) above) to purchase all, but not less than
      all, of the Applicable Certificates, the Class A-1 Certificates and the
      Class B Certificates upon ten days' written notice to the Trustee, the
      Class A-1 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


<PAGE>

      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, the Class A-1
      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, the Class
      A-1 Certificates and the Class B Certificates pursuant to this Section
      4.01(b); and

            (iv) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Applicable Certificates pursuant to clause (a), (b)(i),
      (b)(ii) or (b)(iii) above) to purchase all, but not less than all, of the
      Applicable Certificates, the Class A-1 Certificates, the Class B
      Certificates and the Class C Certificates upon ten days' written notice to
      the Trustee, the Class A-1 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 A-1 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, the Class
      A-1 Certificates, the Class B Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, (A)
in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates, or (B) in all other cases, the
Applicable Certificates, the Class A-1 Certificates, the Class B Certificates
and the Class C Certificates that 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


<PAGE>

acceptance of its Applicable Certificate that (at any time after the occurrence
and during the continuation of a Triggering Event) it will, upon payment from
such Class A-1 Certificateholder(s), 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, (i) 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
the Agreement, the Escrow Agreement, the Deposit Agreement, the Intercreditor
Agreement, the Liquidity Facility, the Note Documents, the NPA 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 the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all such Applicable Certificates and
Escrow Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable Certificate all amounts, if any, received by it on account of
such distribution, and (iii) if such purchase occurs after a Record Date
relating to any distribution and prior to or on the related Distribution Date,
forthwith turn over to the purchaser(s) of its Applicable Certificate all
amounts, if any, received by it on account of such distribution. 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 and elsewhere in this Trust Supplement,
the terms "Class A-1 Certificate", "Class A-1 Certificateholder", "Class A-1
Trust", "Class A-1 Trust Agreement", "Class A-1 Trustee", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C Trustee",
"Class D Certificate" and "Class D Trust", shall have the respective meanings
assigned to such terms in the Intercreditor Agreement.

            (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the
Basic Agreement, with respect to the Applicable Trust.

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the


<PAGE>

Applicable Trust, by deleting the phrase "and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto," set forth in the first sentence thereof.


                                    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
Pass Through Trust Supplement, subject only to the satisfaction of the
conditions set forth in said Section 7.01. This Agreement (except only for this
sentence and the immediately preceding sentence hereof, which are 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 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 with respect to the Applicable 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, with respect to the
Applicable Trust.

            Section 5.02.     [Intentionally Omitted]



<PAGE>

            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, the NPA 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, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b) Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust created
hereby, 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 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 Agreement, 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, the NPA and
      the Note Documents to which it is a party 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, the
      NPA 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, the NPA 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 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;



<PAGE>

            (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, the NPA 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) the Assignment and Assumption Agreement has been duly executed
      and delivered by the Trustee and this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA 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 NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01. AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of this
Agreement" set forth in paragraph (b) thereof with the phrase "of the Note
Documents, of the NPA and of this Agreement" and (ii) replacing the phrase "of
this Agreement and any Note Document" set forth in the last paragraph of Section
5.02 with the phrase "of this Agreement, the NPA and any Note Document".

            Section 6.02. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.01 of the Basic Agreement,
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, (i) enter into one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (9) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the
Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be


<PAGE>

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 NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of Equipment Notes and other matters incidental thereto or otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.02 of the Basic Agreement,
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 NPA or modifying in any manner the rights and obligations of
the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement or the NPA; 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 APPLICABLE TRUST. (a) 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 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


<PAGE>

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.

            (b) The provisions of this Section 7.01 supersede and replace the
provisions of Section 11.01 of the Basic Agreement in its entirety, with respect
to the Applicable Trust.


                                  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. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND THE APPLICABLE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. THIS SECTION 8.02 SUPERSEDES AND REPLACES SECTION 12.05
OF THE BASIC AGREEMENT, WITH RESPECT TO THE APPLICABLE TRUST.

            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,


<PAGE>

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: Senior Vice President - Finance



                                      WILMINGTON TRUST COMPANY,
                                         as Trustee


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




                         TRUST SUPPLEMENT No. 2000-2B-O

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $151,088,000

              Continental Airlines Pass Through Trust 2000-2B-O
                           8.307% Continental Airlines
                           Pass Through Certificates,
                                Series 2000-2B-O





<PAGE>


            This Trust Supplement No. 2000-2B-O, dated as of November 28, 2000
(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 2000-2B-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;

            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, to the extent
not used to purchase Equipment Notes on the Issuance Date, and have irrevocably


<PAGE>

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 NPA, upon the
financing of an Aircraft, the Trustee on behalf of the Applicable Trust, using
funds withdrawn under the Escrow Agreement (or, if financed on the Issuance
Date, using a portion of the proceeds of the sale of the Applicable
Certificates), 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:





<PAGE>

                                    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
"8.307% Continental Airlines Pass Through Certificates, Series 2000-2B-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,
      3.05 and 3.06 of the Basic Agreement) is $151,088,000.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001, 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


<PAGE>

      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 or an interest therein 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 "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.


                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            AGREEMENT:  Has the meaning specified in the recitals hereto.



<PAGE>

            AIRCRAFT: Means each of the New Aircraft or Substitute Aircraft in
      respect of which a Participation Agreement is to be or is, as the case may
      be, entered into in accordance with the NPA (or any substitute aircraft,
      including engines therefor, owned by or leased to the Company and securing
      one or more Equipment Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            APPLICABLE CERTIFICATE:  Has the meaning specified in Section
      1.01 of this Trust Supplement.

            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.

            APPLICABLE PARTICIPATION AGREEMENT:  Has the meaning specified in
      Section 5.01(b) of this Trust Supplement.

            APPLICABLE TRUST:  Has the meaning specified in the recitals
      hereto.

            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.

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(ii) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.



<PAGE>

            CUT-OFF DATE:  Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE: Means the earlier of (a) February
      1, 2002, 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 1, 2002 (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 NPA.

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            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 November 28, 2000 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.



<PAGE>

            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 October 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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 among the Trustee, the Other Trustees, the Liquidity
      Provider, the liquidity providers relating to the Certificates issued
      under 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.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,
      between the 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


<PAGE>

      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NOTICE OF PURCHASE WITHDRAWAL:  Has the meaning specified in the
      Deposit Agreement.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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 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.

            OTHER AGREEMENTS: Means (i) the Basic Agreement as supplemented by
      Trust Supplement No. 2000-2A-1-O dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-O, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2A-2-O dated the
      date hereof relating to Continental Airlines Pass Through Trust
      2000-2A-2-O and (iii) the Basic Agreement as supplemented by Trust
      Supplement No. 2000-2C-O dated the date hereof relating to Continental
      Airlines Pass Through Trust 2000-2C-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
      2000-2A-1-O, the Continental Airlines Pass Through Trust 2000-2A-2-O and
      the Continental Airlines Pass Through Trust 2000-2C-O, each created on the
      date hereof.

            OWNED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.



<PAGE>

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT: Means each Participation Agreement to be
      entered into, or entered into (as the case may be), by the Trustee
      pursuant to the NPA, 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. 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 payments
      with respect to other Trust Property and the distribution thereof to be
      made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the Other Agreements.



<PAGE>

            RELATED PASS THROUGH TRUST AGREEMENT: Means the Basic Agreement as
      supplemented by the Trust Supplement No. 2000-2B-S dated the date hereof
      relating to the Continental Airlines Pass Through Trust 2000-2B-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
      2000-2B-S, to be formed under the Related Pass Through Trust Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SCHEDULED DELIVERY DATE:  Has the meaning specified in the NPA.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Has the meaning specified in Section 7.01 of this
      Trust Supplement.

            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 NPA and the
      Liquidity Facility, 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 Facility, 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.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.



<PAGE>

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated
      November 14, 2000 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
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, 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, 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 unused Deposits, if any; 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


<PAGE>

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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the
amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee shall mail written notice of the actual amount of
such scheduled payments to the Applicable Certificateholders of record as of a
date within 15 Business Days prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.





<PAGE>

                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, each
Applicable Certificateholder shall have the right (which shall not expire upon
any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust
Agreement or any purchase of the Class A-1 Certificates pursuant to the Class
A-2 Trust Agreement) to purchase, for the purchase price set forth in the Class
A-1 Trust Agreement and the Class A-2 Trust Agreement, respectively, all, but
not less than all, of the Class A-1 Certificates and the Class A-2 Certificates
upon ten days' written notice to the Class A-1 Trustee, the Class A-2 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-1
Certificates and the Class A-2 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-1 Certificates and the Class A-2
Certificates pursuant to this Section 4.01(a).

            (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-2 Certificates pursuant to the
      Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates
      pursuant to the Class A-2 Trust Agreement or any purchase of Certificates
      pursuant to clause (a) above) to purchase all, but not less than all, of
      the Class A-1 Certificates, the Class A-2 Certificates and the Applicable
      Certificates upon ten days' written notice to the Class A-1 Trustee, the
      Class A-2 Trustee, the 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 Class A-1 Certificates, the Class A-2
      Certificates and the Applicable 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


<PAGE>

      participate in such a purchase, then such other Class C Certificateholder
      shall lose its right to purchase the Class A-1 Certificates, the Class A-2
      Certificates and the Applicable Certificates pursuant to this Section
      4.01(b); and

            (ii) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust
      Agreement, any purchase of the Class A-1 Certificates pursuant to the
      Class A-2 Trust Agreement or any purchase of Certificates pursuant to
      clause (a) or (b)(i) above) to purchase all, but not less than all, of the
      Class A-1 Certificates, the Class A-2 Certificates, the Applicable
      Certificates and the Class C Certificates upon ten days' written notice to
      the Class A-1 Trustee, the Class A-2 Trustee, the 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 Class A-1 Certificates, the Class A-2 Certificates, the
      Applicable 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 Class A-1 Certificates, the Class A-2
      Certificates, the Applicable Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
Class A-1 Certificates, the Class A-2 Certificates, the Applicable Certificates
and the Class C Certificates that 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 (at any time after the occurrence
and during the continuation of a Triggering Event) it will, 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,
(i) 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 the Agreement, the Escrow Agreement, the Deposit Agreement,


<PAGE>

the Intercreditor Agreement, the Liquidity Facility, the NPA, 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 the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all such Applicable Certificates and
Escrow Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable Certificate all amounts, if any, received by it on account of
such distribution, and (iii) if such purchase occurs after a Record Date
relating to any distribution and prior to or on the related Distribution Date,
forthwith turn over to the purchaser(s) of its Applicable Certificate all
amounts, if any, received by it on account of such distribution. 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 and elsewhere in this Trust Supplement,
the terms "Class A-1 Certificate", "Class A-1 Trust", "Class A-1 Trust
Agreement", "Class A-1 Trustee", "Class A-2 Certificate", "Class A-2 Trust",
"Class A-2 Trust Agreement", "Class A-2 Trustee", "Class C Certificate", "Class
C Certificateholder", "Class C Trust", "Class C Trustee", "Class D Certificate"
and "Class D Trust", shall have the respective meanings assigned to such terms
in the Intercreditor Agreement.

            (c) This Section 4.01 supersedes and replaces Section 6.01(b) of the
Basic Agreement, with respect to the Applicable Trust.

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase "and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto," set forth in the first sentence thereof.




<PAGE>

                                    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 NPA 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 specified in
the Underwriting Agreement, the Trustee shall execute, deliver, authenticate,
issue and sell Applicable Certificates in authorized denominations equaling in
the aggregate the amount set forth, with respect to the Applicable Trust, in
Schedule I 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 NPA. 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. The provisions of this Section 5.01(a) supersede and replace the
first sentence of Section 3.02(a) of the Basic Agreement, with respect to the
Applicable Trust.

            (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 Scheduled 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; PROVIDED
that, if the Issuance Date is an Applicable Delivery Date, the Trustee shall not
so instruct the Escrow Agent, and the purchase price of such Equipment Notes
shall be paid from a portion of the proceeds of the sale of the Applicable
Certificates. The Trustee shall (as and when specified in such Delivery Notice),
subject to the conditions set forth in Section 2 of the NPA, 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 NPA, 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 NPA and the Applicable Participation Agreement, the Trustee shall purchase
the applicable Equipment Notes with the proceeds of the withdrawals of one or


<PAGE>

more Deposits made on the Applicable Delivery Date in accordance with the terms
of the Deposit Agreement and the Escrow Agreement (or, if the Issuance Date is
the Applicable Delivery Date with respect to such Applicable Participation
Agreement, from a portion of the proceeds of the sale of the Applicable
Certificates). 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 with respect to the Applicable 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.

            (c) The Trustee acknowledges its acceptance of all right, title and
interest in and to the Trust Property to be acquired pursuant to Section 5.01(b)
of this Trust Supplement, the NPA and each Applicable Participation Agreement,
and declares that it holds and will hold such right, title and interest for the
benefit of all present and future Applicable Certificateholders, upon the trusts
set forth in this Agreement. By its acceptance of an Applicable Certificate,
each initial Applicable Certificateholder, as a grantor of the Applicable Trust,
joins with the Trustee in the creation of the Applicable Trust. The provisions
of this Section 5.01(c) supersede and replace the provisions of Section 2.03 of
the Basic Agreement, with respect 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, the Trustee
shall give the Escrow Agent notice that the Trustee's obligation to purchase
Equipment Notes under the NPA 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").

            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, the NPA 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, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b) Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust created
hereby, no duties, responsibilities or liabilities are assumed, or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other


<PAGE>

than as set forth in the 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 Agreement, 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 Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is or is to become a party and has taken all necessary action to
      authorize the execution, delivery and performance by it of this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and
      the Note Documents to which it is or is to become a party;

            (b) the execution, delivery and performance by the Trustee of this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 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 Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become 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 Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to become 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.



<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 NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01. AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of this
Agreement" set forth in paragraph (b) thereof with the phrase "of the Note
Documents, of the NPA and of this Agreement" and (ii) replacing the phrase "of
this Agreement and any Note Document" set forth in the last paragraph of Section
5.02 with the phrase "of this Agreement, the NPA and any Note Document".

            Section 6.02. SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.01 of the Basic Agreement,
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, (i) enter into one or more
agreements supplemental to the Escrow Agreement, the NPA or the Deposit
Agreement, for any of the purposes set forth in clauses (1) through (9) of such
Section 9.01, and (without limitation of the foregoing or Section 9.01 of the
Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also 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 NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of Equipment Notes and other matters incidental thereto or otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03. SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Without limitation of Section 9.02 of the Basic Agreement,
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 NPA or modifying in any manner the rights and obligations of
the Applicable Certificateholders under the Escrow Agreement, the Deposit
Agreement or the NPA; 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


<PAGE>

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 APPLICABLE TRUST. (a) 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 February 1,
2002 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
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):

                  (I) 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;

                  (II) Upon the execution and delivery of the Assignment and
            Assumption Agreement in accordance with the terms of this Agreement


<PAGE>

            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;

                  (III) The Related Trust is not required to be registered as an
            investment company under the Investment Company Act of 1940, as
            amended;

                  (IV) 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

                  (V) 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 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


<PAGE>

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.

            (b) The provisions of this Section 7.01 supersede and replace the
provisions of Section 11.01 of the Basic Agreement in its entirety, with respect
to the Applicable Trust.


                                  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. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND, UNTIL THE TRANSFER
DATE, THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THIS SECTION 8.02 SUPERSEDES


<PAGE>

AND REPLACES SECTION 12.05 OF THE BASIC AGREEMENT, WITH RESPECT TO THE
APPLICABLE TRUST.

            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: Senior Vice President - Finance
 

                                       WILMINGTON TRUST COMPANY,
                                          as Trustee


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


<PAGE>



                                    EXHIBIT A


                               FORM OF CERTIFICATE

Certificate
No. ___

            [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 2000-2B-O

    8.307% Continental Airlines Pass Through Certificate, Series 2000-2B-O
                        Issuance Date: November 28, 2000

                      Final Maturity Date: October 2, 2019

            Evidencing A Fractional Undivided Interest In The Continental
            Airlines Pass Through Trust 2000-2B-O, The Property Of Which Shall
            Include Certain Equipment Notes Each Secured By An Aircraft Leased
            To Or Owned By Continental Airlines, Inc.


                  $___________ Fractional Undivided Interest
        representing .0006618659% 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 2000-2B-O (the "TRUST") created by Wilmington Trust Company, as trustee
(the "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. 2000-2B-O thereto, dated as of November 28, 2000 (the "TRUST

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


<PAGE>

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 "8.307% Continental Airlines Pass Through Certificates, Series
2000-2B-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 holder of this Certificate (the
"CERTIFICATEHOLDER" and, together with all other holders of Certificates issued
by the Trust, the "CERTIFICATEHOLDERS") 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 the Liquidity Facility (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 April 2 and October 2 (a "REGULAR DISTRIBUTION DATE")
commencing April 2, 2001, 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
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


<PAGE>

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 of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
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, privileges, 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
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.



<PAGE>

            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.

            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


<PAGE>

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 an interest
herein are exempt from the prohibited transaction restrictions of ERISA and the
Code pursuant to one or more prohibited transaction statutory or administrative
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.

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


                                         CONTINENTAL AIRLINES PASS THROUGH
                                         TRUST 2000-2B-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 2000-2B-O

            ASSIGNMENT AND ASSUMPTION AGREEMENT (2000-2B), dated ________, __,
2000 (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. 2000-2B-O dated
November 28, 2000 (the "TRUST SUPPLEMENT" and together with the Basic Agreement,
the "AGREEMENT") in respect of the Continental Airlines Pass Through Trust
2000-2B-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. 2000-2B-S dated November 28, 2000 (the "NEW SUPPLEMENT", and,
together with the Basic Agreement, the "NEW AGREEMENT") in respect of the
Continental Airlines Pass Through Trust 2000-2B-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
proceeds therefrom, together with all documents and instruments evidencing any
of such right, title and interest.



<PAGE>

            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;

            (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:



<PAGE>

            (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 2000-2B-O

                                          By:
                                             -----------------------------------


                                          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 2000-2B-S

                                          By:
                                             -----------------------------------


<PAGE>


                                   Schedule I


                         Schedule of Assigned Documents

            (1) Intercreditor Agreement dated as of November 28, 2000 among the
Trustee, the Other Trustees, the Liquidity Provider, 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 November
28, 2000 among the Escrow Agent, the Underwriters, the Trustee and the Paying
Agent.

            (3) Note Purchase Agreement dated as of November 28, 2000 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 November 28, 2000
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

Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider

Credit Suisse First Boston, acting through its New York branch, as Depositary

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents





                         TRUST SUPPLEMENT No. 2000-2B-S

                             Dated November 28, 2000


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                          CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $151,088,000

              Continental Airlines Pass Through Trust 2000-2B-S
                           8.307% Continental Airlines
                           Pass Through Certificates,
                                Series 2000-2B-S





<PAGE>


            This Trust Supplement No. 2000-2B-S, dated as of November 28, 2000
(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 2000-2B-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 (as defined below) 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 "8.307% Continental Airlines Pass Through Certificates, Series
2000-2B-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. Subject to the preceding sentence and Section
      5.01 of this Trust Supplement and except for Applicable Certificates
      authenticated and delivered under Sections 3.03, 3.04, 3.05 and 3.06 of
      the Basic Agreement, no Applicable Certificates shall be authenticated
      under the Agreement.

            (b) The Regular Distribution Dates with respect to any payment of
      Scheduled Payments means April 2 and October 2 of each year, commencing on
      April 2, 2001, 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 Supplement, with such
      appropriate insertions, omissions, substitutions and other variations as
      are required or permitted by the Related Pass Through Trust Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect the fact that the Applicable Certificates are being issued
      under the Agreement as opposed to under the Related Pass Through Trust
      Agreement. 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 or an interest therein 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 as Exhibit B to the Related Pass Through Trust Supplement.

            (f) The "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.



<PAGE>

            (j) The date referred to in clause (i) of the definition of the term
      "PTC Event of Default" in the Basic Agreement is the Final Maturity Date.

            (k) 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 Participation Agreement.

            (l) The Equipment Notes to be acquired and held in the Applicable
      Trust, and the related Aircraft and Note Documents, are described in the
      NPA.



                                   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 (any term used herein which is defined in both this Trust
Supplement and the Basic Agreement shall have the meaning assigned thereto in
this Trust Supplement for purposes of the Basic Agreement as supplemented by
this Trust Supplement):

            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 NPA (or any substitute aircraft, including engines therefor,
      owned by or leased to the Company and securing one or more Equipment
      Notes).

            AIRCRAFT PURCHASE AGREEMENT:  Has the meaning specified in the
      NPA.

            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 Certificate issued in exchange
      therefor or replacement thereof pursuant to the Agreement.

            APPLICABLE CERTIFICATEHOLDER:  Means the Person in whose name an
      Applicable Certificate is registered on the Register for the Applicable
      Certificates.

            APPLICABLE TRUST: Has the meaning specified in the recitals
      hereto.

            ASSIGNMENT AND ASSUMPTION AGREEMENT: Means the assignment and
      assumption agreement substantially in the form of Exhibit C to the Related
      Pass Through Trust Supplement executed and delivered in accordance with
      Section 7.01 of the Related Trust Supplement.



<PAGE>

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph 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.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b)(ii) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE:  Has the meaning specified in
      the Related Pass Through Trust Supplement.

            DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of November
      28, 2000 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 banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            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 November 28, 2000 relating to the Applicable Certificates, among the
      Escrow Agent, the Escrow Paying Agent, the Related Trustee (and after the


<PAGE>

      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 October 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 NPA 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.

            INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
      of November 28, 2000 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 Provider, the liquidity providers
      relating to the Certificates issued under each of the Related Other Pass
      Through Trust 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.

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,


<PAGE>

      between the 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 PROVIDER: Means, initially, Landesbank Hessen-Thuringen
      Girozentrale, a German public law institution duly established under the
      Treaty on the Formation of a Joint Savings Banks Organization
      Hessen-Thuringen, and any replacements or successors therefor appointed in
      accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS: Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note, (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.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      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. 2000-2A-1-S dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-S, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2A-2-S dated the
      date hereof relating to Continental Airlines Pass Through Trust
      2000-2A-2-S and (iii) the Basic Agreement as supplemented by Trust
      Supplement No. 2000-2C-S dated the date hereof relating to Continental
      Airlines Pass Through Trust 2000-2C-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
      2000-2A-1-S, the Continental Airlines Pass Through Trust 2000-2A-2-S and
      the Continental Airlines Pass Through Trust 2000-2C-S, created by the
      Other 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:



<PAGE>

                  (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.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            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.

            OWNER TRUSTEE'S PURCHASE AGREEMENT: Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant Owner
      Trustee pursuant to which, INTER ALIA, the Company assigns to the Owner
      Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT: Means each Participation Agreement entered
      into by the Related Trustee pursuant to the NPA, 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, the Applicable Certificates (as
      defined in the Related Pass Through Trust Agreement) or the Deposits,


<PAGE>

      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 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" 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 to unused Deposits,
      payment of principal of 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
      November 14, 2000 relating to the offering of the Applicable Certificates
      and the Certificates issued under the Other Agreements.

            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.

            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. 2000-2B-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust 2000-2B-O and entered into by the Company and
      the Related Trustee, as amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

            RELATED TRUST:  Means the Continental Pass Through Trust
     2000-2B-O, formed under the Related Pass Through Trust Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SPECIAL PAYMENT: Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note, Trust Indenture
      Estate (as defined in each Leased Aircraft Indenture) or Collateral (as
      defined in each Owned Aircraft Indenture).



<PAGE>

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Means the moment of execution and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            TRANSFER DATE CERTIFICATES:  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 Applicable Trust and the Trustee, on behalf of the Applicable Trust,
      under the Intercreditor Agreement, the Escrow Agreement, the NPA and the
      Liquidity Facility, 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 Facility, PROVIDED that rights with respect to the Deposits or
      under the Escrow Agreement will not constitute Trust Property.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.

            UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated
      November 14, 2000 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
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01. 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, reflecting in part the information provided by the
Escrow Paying Agent under the Escrow Agreement). Such statement shall set forth


<PAGE>

(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, 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 unused Deposits, if any; 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,
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 3.01(a) of this Trust Supplement.

            (c) If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from the


<PAGE>

amount thereof set forth for the Applicable Certificates on page S-36 of the
Prospectus Supplement, by no later than the 15th day prior to such Regular
Distribution Date, the Trustee (if the Related Trustee has not already done so)
shall mail written notice of the actual amount of such scheduled payments to the
Applicable Certificateholders of record as of a date within 15 Business Days
prior to the date of mailing.

            (d) 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-36 of the Prospectus Supplement, and
(ii) the date of 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 (if the Related
Trustee has not already done so) 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 Transfer Date, the Trustee (if the Related Trustee has not
already done so) 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 the
Delivery Period Termination Date. The Trustee (if the Related Trustee has not
already done so) 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.

            (e) This Section 3.01 supersedes and replaces Section 4.03 of the
Basic Agreement, with respect to the Applicable Trust.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, each
Applicable Certificateholder shall have the right (which shall not expire upon
any purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust
Agreement or any purchase of the Class A-1 Certificates pursuant to the Class
A-2 Trust Agreement) to purchase, for the purchase price set forth in the Class
A-1 Trust Agreement and the Class A-2 Trust Agreement, respectively, all, but
not less than all, of the Class A-1 Certificates and the Class A-2 Certificates
upon ten days' written notice to the Class A-1 Trustee, the Class A-2 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-1
Certificates and the Class A-2 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-1 Certificates and the Class A-2
Certificates pursuant to this Section 4.01(a).

            (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-2 Certificates pursuant to the
      Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates
      pursuant to the Class A-2 Trust Agreement or any purchase of Certificates
      pursuant to clause (a) above) to purchase all, but not less than all, of
      the Class A-1 Certificates, the Class A-2 Certificates and the Applicable
      Certificates upon ten days' written notice to the Class A-1 Trustee, the
      Class A-2 Trustee, the 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 Class A-1 Certificates, the Class A-2
      Certificates and the Applicable 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 Class A-1 Certificates, the Class A-2
      Certificates and the Applicable Certificates pursuant to this Section
      4.01(b); and

            (ii) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Class A-2 Certificates pursuant to the Class A-1 Trust
      Agreement, any purchase of the Class A-1 Certificates pursuant to the
      Class A-2 Trust Agreement or any purchase of Certificates pursuant to
      clause (a) or (b)(i) above) to purchase all, but not less than all, of the
      Class A-1 Certificates, the Class A-2 Certificates, the Applicable
      Certificates and the Class C Certificates upon ten days' written notice to
      the Class A-1 Trustee, the Class A-2 Trustee, the 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 Class A-1 Certificates, the Class A-2 Certificates, the
      Applicable 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 Class A-1 Certificates, the Class A-2
      Certificates, the Applicable Certificates and the Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement or any Note Document or on or in respect of the Applicable
Certificates; PROVIDED, HOWEVER, 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 (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
Class A-1 Certificates, the Class A-2 Certificates, the Applicable Certificates
and the Class C Certificates that 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 (at any time after the occurrence
and during the continuation of a Triggering Event) it will, 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,
(i) forthwith sell, assign, transfer and convey to the purchaser(s) thereof
(without recourse, representation or warranty of any kind except for its own
act