SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


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


                Date of Report (Date of earliest event reported):
                                October 23, 1997


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


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


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


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









Item 7.  Financial Statements and Exhibits.

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

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

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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

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




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

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

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

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

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

          23.1 Consent of Aircraft Information Services, Inc.

          23.2 Consent of BK Associates, Inc.

          23.3 Consent of Morten Beyer and Agnew, Inc.








                                    SIGNATURE

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

                                                 CONTINENTAL AIRLINES, INC.


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

November 6, 1997






                                  EXHIBIT INDEX

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

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

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

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

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





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

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

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

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

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

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

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

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

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

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

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




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

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

          23.1 Consent of Aircraft Information Services, Inc.

          23.2 Consent of BK Associates, Inc.

          23.3 Consent of Morten Beyer and Agnew, Inc.




                                                                  EXECUTION COPY


        ________________________________________________________________

                           REVOLVING CREDIT AGREEMENT
                                    (1997-4A)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        ________________________________________________________________


                                   Relating to

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






                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ....................................... 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................ 8 Section 2.02. Making the Advances ......................................... 8 Section 2.03. Fees ........................................................ 10 Section 2.04. Reduction or Termination of the Maximum Commitment .......... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ........ 10 Section 2.06. Repayments of Provider Advances ............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement ..................................... 12 Section 2.08. Book Entries ................................................ 12 Section 2.09. Payments from Available Funds Only .......................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance ......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs ............................................. 13 Section 3.02. Capital Adequacy ............................................ 14 Section 3.03. Payments Free of Deductions ................................. 15 Section 3.04. Payments .................................................... 16 Section 3.05. Computations ................................................ 16 Section 3.06. Payment on Non-Business Days ................................ 16 Section 3.07. Interest .................................................... 16 Section 3.08. Replacement of Borrower ..................................... 18 Section 3.09. Funding Loss Indemnification ................................ 18 Section 3.10. Illegality .................................................. 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ....... 19 Section 4.02. Conditions Precedent to Borrowing ........................... 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ....................... 21 Section 5.02. Negative Covenants of the Borrower .......................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default ................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................ 22 Section 7.02. Notices, Etc. ............................................... 22 Section 7.03. No Waiver; Remedies ......................................... 23 Section 7.04. Further Assurances .......................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions ............. 23 Section 7.06. Liability of the Liquidity Provider ......................... 24 Section 7.07. Costs, Expenses and Taxes ................................... 24 Section 7.08. Binding Effect; Participations .............................. 25 Section 7.09. Severability ................................................ 27 Section 7.10. GOVERNING LAW ............................................... 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity .......................................... 27 Section 7.12. Execution in Counterparts ................................... 28 Section 7.13. Entirety .................................................... 28 Section 7.14. Headings .................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer .................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............ 28
ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Class A Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class A Trust is issuing the Class A Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75%, or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4A-O, dated as of the date hereof, relating to the Class A Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class A Certificate is outstanding, the city and state in which the Class A Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class A Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class A Cash Collateral Account for the purpose of paying interest on the Class A Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at Chicago, Illinois, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $26,182,964.50, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class A Certificates, that would be payable on the Class A Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class A Certificates on such day and without regard to expected future payments of principal on the Class A Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4A-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class A Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "ABN AMRO FEE LETTER", "ABN AMRO SUB-ACCOUNT", "CERTIFICATES", "CLASS A CASH COLLATERAL ACCOUNT", "CLASS A CERTIFICATES", "CLASS A CERTIFICATEHOLDERS", "CLASS A TRUST", "CLASS A TRUST AGREEMENT", "CLASS A TRUSTEE", "CLASS B CERTIFICATES", "CLASS C CERTIFICATES", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT Date", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & POOR'S", "STATED INTEREST RATE", "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class A Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the ABN AMRO Sub-Account of the Class A Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class A Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class A Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the ABN AMRO Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (a) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class A Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the ABN AMRO Sub-Account of the Class A Cash Collateral Account, invested and withdrawn from the ABN AMRO Sub-Account of the Class A Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the ABN AMRO Sub-Account of the Class A Cash Collateral Account for the purpose of paying interest on the Class A Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the ABN AMRO Sub-Account of the Class A Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the ABN AMRO Sub-Account of the Class A Cash Collateral Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the ABN AMRO Sub-Account of the Class A Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the ABN AMRO Sub-Account of the Class A Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class A Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to ABN AMRO Bank, New York, N.Y., ABA # 026009580, Account Name: ABN AMRO Bank, Chicago CPU, Account No. 650-001-1789-41, Account Name: Continental Airlines, Inc. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the ABN AMRO Sub-Account of the Class A Cash Collateral Account to pay interest on the Class A Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class A Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the ABN AMRO Sub-Account of the Class A Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii)Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: ABN AMRO BANK N.V. Aerospace Department 135 South LaSalle Street, #760 Chicago, IL 60674-9135 Attention: Claudia Heldring Telephone: (312) 904-2900 Telecopy: (312) 606-8428 with a copy to: ABN AMRO Bank N.V. 135 South LaSalle Street, #625 Chicago, IL 60674-9135 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 West LB Asset Based Finance 1211 Avenue of the Americas New York, NY 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the ABN AMRO Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such ABN AMRO Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) Neither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class A Trust, as Borrower By:______________________________________ Name: Title: ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:______________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class A Certificates which was payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with the terms and provisions of the Class A Trust Agreement and the Class A Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class A Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class A Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:______________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:______________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:______________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class A Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: _________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4A-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:______________________________________ Name: Title: cc: Wilmington Trust Company, as Class A Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4A-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:______________________________________ Name: Title:
                                                                  EXECUTION COPY


        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4A)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        ________________________________________________________________




                                   Relating to

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



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ........................................ 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................. 8 Section 2.02. Making the Advances .......................................... 8 Section 2.03. Fees ......................................................... 10 Section 2.04. Reduction or Termination of the Maximum Commitment ........... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ......... 10 Section 2.06. Repayments of Provider Advances .............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement .................................................... 12 Section 2.08. Book Entries ................................................. 12 Section 2.09. Payments from Available Funds Only ........................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance .......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs .............................................. 13 Section 3.02. Capital Adequacy ............................................. 14 Section 3.03. Payments Free of Deductions .................................. 15 Section 3.04. Payments ..................................................... 16 Section 3.05. Computations ................................................. 16 Section 3.06. Payment on Non-Business Days ................................. 16 Section 3.07. Interest ..................................................... 16 Section 3.08. Replacement of Borrower ...................................... 18 Section 3.09. Funding Loss Indemnification ................................. 18 Section 3.10. Illegality ................................................... 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ........ 19 Section 4.02. Conditions Precedent to Borrowing ............................ 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ........................ 21 Section 5.02. Negative Covenants of the Borrower ........................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default .................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................. 22 Section 7.02. Notices, Etc. ................................................ 22 Section 7.03. No Waiver; Remedies .......................................... 23 Section 7.04. Further Assurances ........................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions .............. 23 Section 7.06. Liability of the Liquidity Provider .......................... 24 Section 7.07. Costs, Expenses and Taxes .................................... 24 Section 7.08. Binding Effect; Participations ............................... 25 Section 7.09. Severability ................................................. 27 Section 7.10. GOVERNING LAW ................................................ 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ........................................... 27 Section 7.12. Execution in Counterparts .................................... 28 Section 7.13. Entirety ..................................................... 28 Section 7.14. Headings ..................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer ..................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28 ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent
REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the "BORROWER"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a bank organized under the laws of the State of North Rhine-Westphalia, Germany, acting through its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Class A Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class A Trust is issuing the Class A Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class A Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75% or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4A-O, dated as of the date hereof, relating to the Class A Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class A Certificate is outstanding, the city and state in which the Class A Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class A Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class A Cash Collateral Account for the purpose of paying interest on the Class A Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at New York, New York, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $26,182,964.50, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class A Certificates, that would be payable on the Class A Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class A Certificates on such day and without regard to expected future payments of principal on the Class A Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4A-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class A Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "CERTIFICATES", "CLASS A CASH COLLATERAL ACCOUNT", "CLASS A CERTIFICATES", "CLASS A CERTIFICATEHOLDERS", "CLASS A TRUST", "CLASS A TRUST AGREEMENT", "CLASS A TRUSTEE", "CLASS B CERTIFICATES", "CLASS C CERTIFICATES", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY Date", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT DATE", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION Date", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & POOR'S", "STATED INTEREST RATE", "SUBORDINATION AGENT", "Taxes", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT", "WEST LB FEE LETTER", "WEST LB SUB-ACCOUNT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class A Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class A Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class A Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class A Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the West LB Sub-Account of the Class A Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class A Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class A Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the West LB Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (A) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class A Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the West LB Sub-Account of the Class A Cash Collateral Account, invested and withdrawn from the West LB Sub-Account of the Class A Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the West LB Sub-Account of the Class A Cash Collateral Account for the purpose of paying interest on the Class A Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the West LB Sub-Account of the Class A Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the West LB Sub-Account of the Class A Cash Collateral Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account of the Class A Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the West LB Sub-Account of the Class A Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class A Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class A Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to The Chase Manhattan Bank, New York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York branch, Account No. 920-1-060663, Account Reference: Continental Airlines Liquidity Facility A 1997-4. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the West LB Sub-Account of the Class A Cash Collateral Account to pay interest on the Class A Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class A Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the West LB Sub-Account of the Class A Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class A Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class A Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Brigitte Thieme Telephone: (212) 852-6111 Telecopy: (212) 921-5947 with a copy to: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 ABN AMRO BANK N.V. 135 South La Salle Street Chicago, IL 60674 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the West LB Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such West LB Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the West LB Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the West LB Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) Neither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class A Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class A Trust, as Borrower By:_____________________________________ Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class A Certificates which was payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with the terms and provisions of the Class A Trust Agreement and the Class A Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class A Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class A Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October __, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4A) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class A Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class A Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, or principal of, or interest or premium on, the Class B Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class A Certificates, the Class A Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class A Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: ___________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4A-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: cc: Wilmington Trust Company, as Class A Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4A-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:
                                                                  EXECUTION COPY



        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4B)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        ________________________________________________________________



                                   Relating to

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




                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ........................................ 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................. 8 Section 2.02. Making the Advances .......................................... 8 Section 2.03. Fees ......................................................... 10 Section 2.04. Reduction or Termination of the Maximum Commitment ........... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ......... 10 Section 2.06. Repayments of Provider Advances .............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement .................................................... 12 Section 2.08. Book Entries ................................................. 12 Section 2.09. Payments from Available Funds Only ........................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance .......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs .............................................. 13 Section 3.02. Capital Adequacy ............................................. 14 Section 3.03. Payments Free of Deductions .................................. 15 Section 3.04. Payments ..................................................... 16 Section 3.05. Computations ................................................. 16 Section 3.06. Payment on Non-Business Days ................................. 16 Section 3.07. Interest ..................................................... 16 Section 3.08. Replacement of Borrower ...................................... 18 Section 3.09. Funding Loss Indemnification ................................. 18 Section 3.10. Illegality ................................................... 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ........ 19 Section 4.02. Conditions Precedent to Borrowing ............................ 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ........................ 21 Section 5.02. Negative Covenants of the Borrower ........................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default .................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................. 22 Section 7.02. Notices, Etc. ................................................ 22 Section 7.03. No Waiver; Remedies .......................................... 23 Section 7.04. Further Assurances ........................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions .............. 23 Section 7.06. Liability of the Liquidity Provider .......................... 24 Section 7.07. Costs, Expenses and Taxes .................................... 24 Section 7.08. Binding Effect; Participations ............................... 25 Section 7.09. Severability ................................................. 27 Section 7.10. GOVERNING LAW ................................................ 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ........................................... 27 Section 7.12. Execution in Counterparts .................................... 28 Section 7.13. Entirety ..................................................... 28 Section 7.14. Headings ..................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer ..................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28 ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent
REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class B Trust (as defined below) (the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: WHEREAS, pursuant to the Class B Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class B Trust is issuing the Class B Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class B Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75%, or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4B-0, dated as of the date hereof, relating to the Class B Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class B Certificate is outstanding, the city and state in which the Class B Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class B Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at Chicago, Illinois, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $6,982,990, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class B Certificates, that would be payable on the Class B Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class B Certificates on such day and without regard to expected future payments of principal on the Class B Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4B-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class B Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "ABN AMRO FEE LETTER", "ABN AMRO SUB-ACCOUNT", "CERTIFICATES", "CLASS A CERTIFICATES", "CLASS B CASH COLLATERAL ACCOUNT", "CLASS B CERTIFICATES", "CLASS B CERTIFICATEHOLDERS", "CLASS B TRUST", "CLASS B TRUST AGREEMENT", "CLASS B TRUSTEE", "CLASS C CERTIFICATES", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT DATE", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY Obligations", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & Poor's", "STATED INTEREST RATE", "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class B Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class B Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the ABN AMRO Sub-Account of the Class B Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class B Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class B Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the ABN AMRO Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (A) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the ABN AMRO Sub-Account of the Class B Cash Collateral Account, invested and withdrawn from the ABN AMRO Sub-Account of the Class B Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the ABN AMRO Sub-Account of the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the ABN AMRO Sub-Account of the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the ABN AMRO Sub-Account of the Class B Cash Collateral Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the ABN AMRO Sub-Account of the Class B Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the ABN AMRO Sub-Account of the Class B Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class B Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class B Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to ABN AMRO Bank, New York, N.Y., ABA # 026009580, Account Name: ABN AMRO Bank , Chicago CPU, Account No. 650-001-1789-41, Account Name: Continental Airlines, Inc. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the ABN AMRO Sub-Account of the Class B Cash Collateral Account to pay interest on the Class B Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class B Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the ABN AMRO Sub-Account of the Class B Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class B Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: ABN AMRO BANK N.V. Aerospace Department 135 South LaSalle Street, #760 Chicago, IL 60674-9135 Attention: Claudia Heldring Telephone: (312) 904-2900 Telecopy: (312) 606-8428 with a copy to: ABN AMRO Bank N.V. 135 South LaSalle Street, #625 Chicago, IL 60674-9135 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 West LB Asset Backed Finance 1211 Avenue of the Americas New York, NY 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the ABN AMRO Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such ABN AMRO Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) Neither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class B Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and the other Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 7.14. HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and consents to the Transfer contemplated by the Assignment and Assumption Agreement. Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class B Trust, as Borrower By:_____________________________________ Name: Title: ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:_____________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class B Certificates which was payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with the terms and provisions of the Class B Trust Agreement and the Class B Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class B Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class B Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: ___________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4B-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:_____________________________________ Name: Title: cc: Wilmington Trust Company, as Class B Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4B-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:
                                                                  EXECUTION COPY



        ________________________________________________________________



                           REVOLVING CREDIT AGREEMENT
                                    (1997-4B)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        ________________________________________________________________



                                   Relating to

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



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ........................................ 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................. 8 Section 2.02. Making the Advances .......................................... 8 Section 2.03. Fees ......................................................... 10 Section 2.04. Reduction or Termination of the Maximum Commitment ........... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ......... 10 Section 2.06. Repayments of Provider Advances .............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement .................................................... 12 Section 2.08. Book Entries ................................................. 12 Section 2.09. Payments from Available Funds Only ........................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance .......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs .............................................. 13 Section 3.02. Capital Adequacy ............................................. 14 Section 3.03. Payments Free of Deductions .................................. 15 Section 3.04. Payments ..................................................... 16 Section 3.05. Computations ................................................. 16 Section 3.06. Payment on Non-Business Days ................................. 16 Section 3.07. Interest ..................................................... 16 Section 3.08. Replacement of Borrower ...................................... 18 Section 3.09. Funding Loss Indemnification ................................. 18 Section 3.10. Illegality ................................................... 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ........ 19 Section 4.02. Conditions Precedent to Borrowing ............................ 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ........................ 21 Section 5.02. Negative Covenants of the Borrower ........................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default .................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................. 22 Section 7.02. Notices, Etc. ................................................ 22 Section 7.03. No Waiver; Remedies .......................................... 23 Section 7.04. Further Assurances ........................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions .............. 23 Section 7.06. Liability of the Liquidity Provider .......................... 24 Section 7.07. Costs, Expenses and Taxes .................................... 24 Section 7.08. Binding Effect; Participations ............................... 25 Section 7.09. Severability ................................................. 27 Section 7.10. GOVERNING LAW ................................................ 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ........................................... 27 Section 7.12. Execution in Counterparts .................................... 28 Section 7.13. Entirety ..................................................... 28 Section 7.14. Headings ..................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer ..................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28 ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent
REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class B Trust (as defined below) (the "BORROWER"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a bank organized under the laws of the State of North Rhine-Westphalia, Germany, acting through its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Class B Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class B Trust is issuing the Class B Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class B Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75% or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4B-O, dated as of the date hereof, relating to the Class B Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class B Certificate is outstanding, the city and state in which the Class B Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class B Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at New York, New York, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $6,982,990, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class B Certificates, that would be payable on the Class B Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class B Certificates on such day and without regard to expected future payments of principal on the Class B Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4B-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class B Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "CERTIFICATES", "CLASS A CERTIFICATES", "CLASS B CASH COLLATERAL ACCOUNT", "CLASS B CERTIFICATES", "CLASS B CERTIFICATEHOLDERS", "CLASS B TRUST", "CLASS B TRUST AGREEMENT", "CLASS B TRUSTEE", "CLASS C CERTIFICATES", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY Date", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT DATE", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION Date", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & POOR'S", "STATED INTEREST RATE", "SUBORDINATION AGENT", "Taxes", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT", "WEST LB FEE LETTER", "WEST LB SUB-ACCOUNT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class B Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class B Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class B Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class B Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the West LB Sub-Account of the Class B Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class B Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class B Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the West LB Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (a) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class B Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the West LB Sub-Account of the Class B Cash Collateral Account, invested and withdrawn from the West LB Sub-Account of the Class B Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the West LB Sub-Account of the Class B Cash Collateral Account for the purpose of paying interest on the Class B Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the West LB Sub-Account of the Class B Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the West LB Sub-Account of the Class B Cash Collateral Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account of the Class B Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the West LB Sub-Account of the Class B Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class B Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class B Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to The Chase Manhattan Bank, New York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York branch, Account No. 920-1-060663, Account Reference: Continental Airlines Liquidity Facility B 1997-4. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the West LB Sub-Account of the Class B Cash Collateral Account to pay interest on the Class B Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class B Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the West LB Sub-Account of the Class B Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class B Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class B Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Brigitte Thieme Telephone: (212) 852-6111 Telecopy: (212) 921-5947 with a copy to: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 ABN AMRO BANK N.V. 135 South La Salle Street Chicago, IL 60674 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the West LB Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such West LB Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the West LB Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the West LB Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) ENeither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class B Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and the other Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class B Trust, as Borrower By:_____________________________________ Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class B Certificates which was payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with the terms and provisions of the Class B Trust Agreement and the Class B Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class B Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class B Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4B) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class B Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class B Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class B Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class C Certificates, (iii) was computed in accordance with the provisions of the Class B Certificates, the Class B Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class B Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: ___________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4B-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: cc: Wilmington Trust Company, as Class B Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4B-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:

                                                                  EXECUTION COPY


        _________________________________________________________________


                           REVOLVING CREDIT AGREEMENT
                                    (1997-4C)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                               ABN AMRO BANK N.V.,
                                 Chicago branch

                              as Liquidity Provider

        _________________________________________________________________


                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4C
              6.80% Continental Airlines Pass Through Certificates,
                                 Series 1997-4C





                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ....................................... 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................ 8 Section 2.02. Making the Advances ......................................... 8 Section 2.03. Fees ........................................................ 10 Section 2.04. Reduction or Termination of the Maximum Commitment .......... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ........ 10 Section 2.06. Repayments of Provider Advances ............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement ................................................... 12 Section 2.08. Book Entries ................................................ 12 Section 2.09. Payments from Available Funds Only .......................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance ......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs ............................................. 13 Section 3.02. Capital Adequacy ............................................ 14 Section 3.03. Payments Free of Deductions ................................. 15 Section 3.04. Payments .................................................... 16 Section 3.05. Computations ................................................ 16 Section 3.06. Payment on Non-Business Days ................................ 16 Section 3.07. Interest .................................................... 16 Section 3.08. Replacement of Borrower ..................................... 18 Section 3.09. Funding Loss Indemnification ................................ 18 Section 3.10. Illegality .................................................. 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ....... 19 Section 4.02. Conditions Precedent to Borrowing ........................... 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ....................... 21 Section 5.02. Negative Covenants of the Borrower .......................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default ................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................ 22 Section 7.02. Notices, Etc. ............................................... 22 Section 7.03. No Waiver; Remedies ......................................... 23 Section 7.04. Further Assurances .......................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions ............. 23 Section 7.06. Liability of the Liquidity Provider ......................... 24 Section 7.07. Costs, Expenses and Taxes ................................... 24 Section 7.08. Binding Effect; Participations .............................. 25 Section 7.09. Severability ................................................ 27 Section 7.10. GOVERNING LAW ............................................... 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ................................................. 27 Section 7.12. Execution in Counterparts ................................... 28 Section 7.13. Entirety .................................................... 28 Section 7.14. Headings .................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer .................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............ 28
ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class C Trust (as defined below) (the "BORROWER"), and ABN AMRO BANK N.V., a bank organized under the laws of The Netherlands, acting through its Chicago branch (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Class C Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class C Trust is issuing the Class C Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class C Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75%, or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4C-O, dated as of the date hereof, relating to the Class C Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class C Certificate is outstanding, the city and state in which the Class C Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class C Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at Chicago, Illinois, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $5,666,712, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class C Certificates, that would be payable on the Class C Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class C Certificates on such day and without regard to expected future payments of principal on the Class C Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4C-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class C Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "ABN AMRO FEE LETTER", "ABN AMRO SUB-ACCOUNT", "CERTIFICATES", "CLASS A CERTIFICATES", "CLASS B Certificates", "CLASS A CASH COLLATERAL ACCOUNT", "CLASS C CERTIFICATES", "CLASS C CERTIFICATEHOLDERS", "CLASS C TRUST", "CLASS C TRUST AGREEMENT", "CLASS C TRUSTEE", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT DATE", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY Obligations", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS Confirmation", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & POOR'S", "STATED INTEREST RATE", "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class C Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the ABN AMRO Sub-Account of the Class C Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the ABN AMRO Sub-Account of the Class C Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class C Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class C Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the ABN AMRO Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (a) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class C Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID Advance"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the ABN AMRO Sub-Account of the Class C Cash Collateral Account, invested and withdrawn from the ABN AMRO Sub-Account of the Class C Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the ABN AMRO Sub-Account of the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the ABN AMRO Sub-Account of the Class C Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the ABN AMRO Sub-Account of the Class C Cash Collateral Account of any amount pursuant to clause "third" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the ABN AMRO Sub-Account of the Class C Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the ABN AMRO Sub-Account of the Class C Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class C Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class C Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to ABN AMRO Bank N.V., New York, N.Y., ABA # 026009580, Account Name: ABN AMRO Bank N.V.--Chicago branch, Account No. 651-0-010111-42, Account Name: Continental Airlines, Inc. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the ABN AMRO Sub-Account of the Class C Cash Collateral Account to pay interest on the Class C Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class C Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the ABN AMRO Sub-Account of the Class C Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION Agent") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class C Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: ABN AMRO BANK N.V. Aerospace Department 135 South LaSalle Street, #760 Chicago, IL 60674-9135 Attention: Claudia Heldring Telephone: (312) 904-2900 Telecopy: (312) 606-8428 with a copy to: ABN AMRO Bank N.V. 135 South LaSalle Street, #625 Chicago, IL 60674-9135 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 West LB Asset Based Finance 1211 Avenue of the Americas New York, NY 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the ABN AMRO Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such ABN AMRO Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the ABN AMRO Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the ABN AMRO Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) Neither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class C Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and the other Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 7.14. HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and consents to the Transfer contemplated by the Assignment and Assumption Agreement. Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class C Trust, as Borrower By:_____________________________________ Name: Title: ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:_____________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class C Certificates which was payable on ____________, ____ (the "DISTRIBUTION Date") in accordance with the terms and provisions of the Class C Trust Agreement and the Class C Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class C Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class C Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to ABN AMRO BANK N.V. (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the ABN AMRO Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the ABN AMRO Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: ___________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4C-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, ABN AMRO BANK N.V., Chicago branch as Liquidity Provider By:_____________________________________ Name: Title: cc: Wilmington Trust Company, as Class C Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4C-[O/S], as Borrower, and ABN AMRO BANK N.V. (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:

                                                                  EXECUTION COPY


        _________________________________________________________________


                           REVOLVING CREDIT AGREEMENT
                                    (1997-4C)


                          Dated as of October 23, 1997

                                     between

                            WILMINGTON TRUST COMPANY,

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

                                   as Borrower

                                       and

                      WESTDEUTSCHE LANDESBANK GIROZENTRALE,
                                 New York branch

                              as Liquidity Provider

        _________________________________________________________________


                                   Relating to

                 Continental Airlines Pass Through Trust 1997-4C
              6.80% Continental Airlines Pass Through Certificates,
                                 Series 1997-4C



                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

ARTICLE I DEFINITIONS Section 1.01. Certain Defined Terms ........................................ 1 ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. The Advances ................................................. 8 Section 2.02. Making the Advances .......................................... 8 Section 2.03. Fees ......................................................... 10 Section 2.04. Reduction or Termination of the Maximum Commitment ........... 10 Section 2.05. Repayments of Interest Advances or the Final Advance ......... 10 Section 2.06. Repayments of Provider Advances .............................. 11 Section 2.07. Payments to the Liquidity Provider Under the Intercreditor Agreement .................................................... 12 Section 2.08. Book Entries ................................................. 12 Section 2.09. Payments from Available Funds Only ........................... 12 Section 2.10. Extension of the Expiry Date; Non-Extension Advance .......... 13 ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. Increased Costs .............................................. 13 Section 3.02. Capital Adequacy ............................................. 14 Section 3.03. Payments Free of Deductions .................................. 15 Section 3.04. Payments ..................................................... 16 Section 3.05. Computations ................................................. 16 Section 3.06. Payment on Non-Business Days ................................. 16 Section 3.07. Interest ..................................................... 16 Section 3.08. Replacement of Borrower ...................................... 18 Section 3.09. Funding Loss Indemnification ................................. 18 Section 3.10. Illegality ................................................... 18 TABLE OF CONTENTS (CONTINUED) PAGE ---- ARTICLE IV CONDITIONS PRECEDENT Section 4.01. Conditions Precedent to Effectiveness of Section 2.01 ........ 19 Section 4.02. Conditions Precedent to Borrowing ............................ 20 ARTICLE V COVENANTS Section 5.01. Affirmative Covenants of the Borrower ........................ 21 Section 5.02. Negative Covenants of the Borrower ........................... 21 ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. Liquidity Events of Default .................................. 21 ARTICLE VII MISCELLANEOUS Section 7.01. Amendments, Etc. ............................................. 22 Section 7.02. Notices, Etc. ................................................ 22 Section 7.03. No Waiver; Remedies .......................................... 23 Section 7.04. Further Assurances ........................................... 23 Section 7.05. Indemnification; Survival of Certain Provisions .............. 23 Section 7.06. Liability of the Liquidity Provider .......................... 24 Section 7.07. Costs, Expenses and Taxes .................................... 24 Section 7.08. Binding Effect; Participations ............................... 25 Section 7.09. Severability ................................................. 27 Section 7.10. GOVERNING LAW ................................................ 27 Section 7.11. Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity ........................................... 27 Section 7.12. Execution in Counterparts .................................... 28 Section 7.13. Entirety ..................................................... 28 Section 7.14. Headings ..................................................... 28 TABLE OF CONTENTS (CONTINUED) PAGE ---- Section 7.15. Transfer ..................................................... 28 Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES ............. 28 ANNEX I Interest Advance Notice of Borrowing ANNEX II Non-Extension Advance Notice of Borrowing ANNEX III Downgrade Advance Notice of Borrowing ANNEX IV Final Advance Notice of Borrowing ANNEX V Notice of Termination ANNEX VI Notice of Replacement Subordination Agent
REVOLVING CREDIT AGREEMENT This REVOLVING CREDIT AGREEMENT dated as of October 23, 1997, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class C Trust (as defined below) (the "BORROWER"), and WESTDEUTSCHE LANDESBANK GIROZENTRALE, a bank organized under the laws of the State of North Rhine-Westphalia, Germany, acting through its New York branch ("WEST LB") (the "LIQUIDITY PROVIDER"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, pursuant to the Class C Trust Agreement (such term and all other capitalized terms used in these recitals having the meanings set forth or referred to in Section 1.01), the Class C Trust is issuing the Class C Certificates; and WHEREAS, the Borrower, in order to support the timely payment of a portion of the interest on the Class C Certificates in accordance with their terms, has requested the Liquidity Provider to enter into this Agreement, providing in part for the Borrower to request in specified circumstances that Advances be made hereunder. NOW, THEREFORE, in consideration of the premises, the parties hereto agree as follows: ARTICLE I DEFINITIONS Section 1.01. CERTAIN DEFINED TERMS. (a) DEFINITIONS. As used in this Agreement and unless otherwise expressly indicated, or unless the context clearly requires otherwise, the following capitalized terms shall have the following respective meanings for all purposes of this Agreement: "ADDITIONAL COST" has the meaning assigned to such term in Section 3.01. "ADVANCE" means an Interest Advance, a Final Advance, a Provider Advance, an Applied Provider Advance or an Unpaid Advance, as the case may be. "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in Section 3.07(g). "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or Applied Provider Advance, 1.75% or (y) with respect to any Unapplied Provider Advance that is a LIBOR Advance, .40%. "APPLIED DOWNGRADE ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED NON-EXTENSION ADVANCE" has the meaning assigned to such term in Section 2.06(a). "APPLIED PROVIDER ADVANCE" has the meaning assigned to such term in Section 2.06(a). "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption to be entered into between the Borrower and the trustee of the Successor Trust, substantially in the form of Exhibit C to the Trust Supplement No. 1997-4C-O, dated as of the date hereof, relating to the Class C Trust. "BASE RATE" means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to (a) the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Liquidity Provider from three Federal funds brokers of recognized standing selected by it, plus (b) one quarter of one percent (1/4 of 1%). "BASE RATE ADVANCE" means an Advance that bears interest at a rate based upon the Base Rate. "BORROWER" has the meaning assigned to such term in the recital of parties to this Agreement. "BORROWING" means the making of Advances requested by delivery of a Notice of Borrowing. "BUSINESS DAY" means any day other than a Saturday or Sunday or a day on which commercial banks are required or authorized to close in Houston, Texas, New York, New York, Amsterdam, The Netherlands, or, so long as any Class C Certificate is outstanding, the city and state in which the Class C Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust Office or receives or disburses funds, and, if the applicable Business Day relates to any Advance or other amount bearing interest based on the LIBOR Rate, on which dealings are carried on in the London interbank market. "CERTIFICATES OF DEPOSIT" has the meaning assigned to such term in the Deposit Agreement. "DEPOSITS" has the meaning assigned to such terms in the Deposit Agreement. "DEPOSITARY" has the meaning assigned to such term in the Deposit Agreement. "DEPOSIT AGREEMENT" means the Deposit Agreement dated October 23, 1997 between First Security Bank, National Association, as Escrow Agent and Credit Suisse First Boston, New York branch, as Depositary, pertaining to the Class C Certificates, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof. "DOWNGRADE ADVANCE" means an Advance made pursuant to Section 2.02(c). "EFFECTIVE DATE" has the meaning specified in Section 4.01. The delivery of the certificate of the Liquidity Provider contemplated by Section 4.01(e) shall be conclusive evidence that the Effective Date has occurred. "EXCLUDED TAXES" means (i) taxes imposed on the overall net income of the Liquidity Provider or of its Lending Office by the jurisdiction where such Liquidity Provider's principal office or such Lending Office is located, and (ii) Excluded Withholding Taxes. "EXCLUDED WITHHOLDING TAXES" means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Lending Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Lending Office is changed, and (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax. "EXPENSES" means liabilities, obligations, damages, settlements, penalties, claims, actions, suits, costs, expenses, and disbursements (including, without limitation, reasonable fees and disbursements of legal counsel and costs of investigation), provided that Expenses shall not include any Taxes. "EXPIRY DATE" means October 21, 1998, initially, or any date to which the Expiry Date is extended pursuant to Section 2.10. "FINAL ADVANCE" means an Advance made pursuant to Section 2.02(d). "INTERCREDITOR AGREEMENT" means the Intercreditor Agreement dated the date hereof, among the Trustees, the Liquidity Provider, the liquidity provider under each Liquidity Facility (other than this Agreement) and the Subordination Agent, as the same may be amended, supplemented or otherwise modified from time to time in accordance with its terms. "INTEREST ADVANCE" means an Advance made pursuant to Section 2.02(a). "INTEREST PERIOD" means, with respect to any LIBOR Advance, each of the following periods: (i) the period beginning on the third Business Day following either (x) the Liquidity Provider's receipt of the Notice of Borrowing for such LIBOR Advance (or, in the case of an Unapplied Downgrade Advance, the period beginning on the Expiry Date) or (y) the withdrawal of funds from the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates as contemplated by Section 2.06(a) hereof and, in either case, ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); and (ii) each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the next Regular Distribution Date (or ending, in the case of an Interest Period applicable to any Unapplied Provider Advance, on the numerically corresponding day in the first or sixth calendar month after the first day of the applicable Interest Period and/or on the next Regular Distribution Date, as Continental may select by providing notice thereof to the Borrower and the Liquidity Provider no later than three Business Days prior to the commencement of such Interest Period, PROVIDED that if Continental shall not provide such a notice at least three Business Days prior to the commencement of such Interest Period, then Continental shall be deemed to have selected an Interest Period ending on the next Regular Distribution Date); PROVIDED, HOWEVER, that (I) if an Unapplied Provider Advance which is a LIBOR Advance becomes an Applied Provider Advance, the Interest Period then applicable to such Unapplied Provider Advance shall be applicable to such Applied Provider Advance and (II) if (x) the Final Advance shall have been made, or (y) other outstanding Advances shall have been converted into the Final Advance, then the Interest Periods shall be successive periods of one month beginning on the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Final Advance (in the case of clause (x) above) or the Regular Distribution Date following such conversion (in the case of clause (y) above). "LENDING OFFICE" means the lending office of the Liquidity Provider presently located at New York, New York, or such other lending office as the Liquidity Provider from time to time shall notify the Borrower as its lending office hereunder; PROVIDED that the Liquidity Provider shall not change its Lending Office to a Lending Office outside the United States of America except in accordance with Section 3.01, 3.02 or 3.03 hereof. "LIBOR ADVANCE" means an Advance bearing interest at a rate based upon the LIBOR Rate. "LIBOR RATE" means, with respect to any Interest Period, the average (rounded upward, if necessary, to the next higher 1/16 of 1%) of the rates per annum at which deposits in dollars are offered to major banks in the London interbank market at approximately 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount approximately equal to the principal amount of the Advance to which such Interest Period is to apply and for a period of time comparable to such Interest Period. "LIQUIDITY EVENT OF DEFAULT" means the occurrence of either (a) the Acceleration of all of the Equipment Notes (provided that, with respect to the period prior to the Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding principal balance in excess of $300,000,000) or (b) a Continental Bankruptcy Event. "LIQUIDITY INDEMNITEE" means (i) the Liquidity Provider, (ii) the directors, officers, employees and agents of the Liquidity Provider, and (iii) the successors and permitted assigns of the persons described in clauses (i) and (ii), inclusive. "LIQUIDITY PROVIDER" has the meaning assigned to such term in the recital of parties to this Agreement. "MAXIMUM AVAILABLE COMMITMENT" shall mean, subject to the proviso contained in the third sentence of Section 2.02(a), at any time of determination, (a) the Maximum Commitment at such time LESS (b) the aggregate amount of each Interest Advance outstanding at such time; PROVIDED that following a Provider Advance or a Final Advance, the Maximum Available Commitment shall be zero. "MAXIMUM COMMITMENT" means, for any day, the lesser of (x) $5,666,712, and (y) the Stated Portion of the Required Amount on such day. "NON-EXTENSION ADVANCE" means an Advance made pursuant to Section 2.02(b). "NOTICE OF BORROWING" has the meaning specified in Section 2.02(e). "NOTICE OF REPLACEMENT SUBORDINATION AGENT" has the meaning specified in Section 3.08. "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of the then aggregate outstanding principal amount of all Equipment Notes are Performing Equipment Notes. "PROSPECTUS SUPPLEMENT" means the Prospectus Supplement dated October 16, 1997 relating to the Certificates, as such Prospectus Supplement may be amended or supplemented. "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension Advance. "REGULATORY CHANGE" has the meaning assigned to such term in Section 3.01. "REPLENISHMENT AMOUNT" has the meaning assigned to such term in Section 2.06(b). "REQUIRED AMOUNT" means, for any day, the sum of the aggregate amount of interest, calculated at the rate per annum equal to the Stated Interest Rate for the Class C Certificates, that would be payable on the Class C Certificates on each of the three successive semiannual Regular Distribution Dates immediately following such day or, if such day is a Regular Distribution Date, on such day and the succeeding two semiannual Regular Distribution Dates, in each case calculated on the basis of the Pool Balance of the Class C Certificates on such day and without regard to expected future payments of principal on the Class C Certificates. "STATED PORTION" means 50%. "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust 1997-4C-S. "TAX LETTER" means the letter dated the date hereof between the Liquidity Provider and Continental pertaining to this Agreement. "TERMINATION DATE" means the earliest to occur of the following: (i) the Expiry Date; (ii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that all of the Class C Certificates have been paid in full (or provision has been made for such payment in accordance with the Intercreditor Agreement and the Trust Agreements) or are otherwise no longer entitled to the benefits of this Agreement; (iii) the date on which the Borrower delivers to the Liquidity Provider a certificate, signed by a Responsible Officer of the Borrower, certifying that a Replacement Liquidity Facility has been substituted for this Agreement in full pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth Business Day following the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the date on which no Advance is or may (including by reason of reinstatement as herein provided) become available for a Borrowing hereunder. "TERMINATION NOTICE" means the Notice of Termination substantially in the form of Annex V to this Agreement. "TRANSFEREE" has the meaning assigned to such term in Section 7.08(b). "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than an Applied Downgrade Advance. "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than an Applied Provider Advance. "UNPAID ADVANCE" has the meaning assigned to such term in Section 2.05. (b) TERMS DEFINED IN THE INTERCREDITOR AGREEMENT. For all purposes of this Agreement, the following terms shall have the respective meanings assigned to such terms in the Intercreditor Agreement: "CERTIFICATES", "CLASS A CERTIFICATES", "CLASS B CERTIFICATES", "CLASS C CERTIFICATES", "CLASS C CERTIFICATEHOLDERS", "CLASS C TRUST", "CLASS C TRUST AGREEMENT", "CLASS C Trustee", "CLOSING DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING Party", "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FINAL MATURITY DATE", "FINANCING AGREEMENT", "INDENTURE", "INTEREST PAYMENT DATE", "INVESTMENT EARNINGS", "LIQUIDITY FACILITY", "LIQUIDITY OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION DATE", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT", "STANDARD & Poor's", "STATED INTEREST RATE", "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING", "TRANSFER", "TRUST AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT", "WEST LB FEE LETTER", "WEST LB SUB-ACCOUNT" and "WRITTEN NOTICE". ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT Section 2.01. THE ADVANCES. The Liquidity Provider hereby irrevocably agrees, on the terms and conditions hereinafter set forth, to make Advances to the Borrower from time to time on any Business Day during the period from the Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless the obligations of the Liquidity Provider shall be earlier terminated in accordance with the terms of Section 2.04(b)) in an aggregate amount at any time outstanding not to exceed the Maximum Commitment. Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be made in one or more Borrowings by delivery to the Liquidity Provider of one or more written and completed Notices of Borrowing in substantially the form of Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an amount not exceeding the Maximum Available Commitment at such time and shall be used solely for the payment when due of the Stated Portion of interest on the Class C Certificates at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the Intercreditor Agreement. Each Interest Advance made hereunder shall automatically reduce the Maximum Available Commitment and the amount available to be borrowed hereunder by subsequent Advances by the amount of such Interest Advance (subject to reinstatement as provided in the next sentence). Upon repayment to the Liquidity Provider in full of the amount of any Interest Advance made pursuant to this Section 2.02(a), together with accrued interest thereon (as provided herein), the Maximum Available Commitment shall be reinstated by the amount of such repaid Interest Advance, but not to exceed the Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment shall not be so reinstated at any time if (i) a Liquidity Event of Default shall have occurred and be continuing and (ii) there is a Performing Note Deficiency. (b) A Non-Extension Advance shall be made in a single Borrowing if this Agreement is not extended in accordance with Section 3.6(d) of the Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this Agreement shall have been delivered to the Borrower as contemplated by said Section 3.6(d) within the time period specified in such Section) by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex II attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class C Cash Collateral Account in accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor Agreement. (c) A Downgrade Advance shall be made in a single Borrowing upon a downgrading of the Liquidity Provider's short-term unsecured debt rating issued by either Rating Agency below the applicable Threshold Rating (as provided for in Section 3.6(c) of the Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this Agreement shall have been previously delivered to the Borrower in accordance with said Section 3.6(c), by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex III attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class C Cash Collateral Account in accordance with said Section 3.6(c) and Section 3.6(f) of the Intercreditor Agreement. (d) A Final Advance shall be made in a single Borrowing upon the receipt by the Borrower of a Termination Notice from the Liquidity Provider pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a written and completed Notice of Borrowing in substantially the form of Annex IV attached hereto, signed by a Responsible Officer of the Borrower, in an amount equal to the Maximum Available Commitment at such time, and shall be used to fund the West LB Sub-Account of the Class C Cash Collateral Account (in accordance with Section 3.6(i) of the Intercreditor Agreement) and Section 3.6(f) of the Intercreditor Agreement. (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF BORROWING") in substantially the form required by Section 2.02(a), 2.02(b), 2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity Provider. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing no later than 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the first Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower in respect of any Borrowing after 12:00 Noon (New York City time) on a Business Day, upon satisfaction of the conditions precedent set forth in Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall make available to the Borrower, in accordance with its payment instructions, the amount of such Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon (New York City time) on the second Business Day next following the day of receipt of such Notice of Borrowing or on such later Business Day specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing shall be made by wire transfer of immediately available funds to the Borrower in accordance with such wire transfer instructions as the Borrower shall furnish from time to time to the Liquidity Provider for such purpose. Each Notice of Borrowing shall be irrevocable and binding on the Borrower. (f) Upon the making of any Advance requested pursuant to a Notice of Borrowing, in accordance with the Borrower's payment instructions, the Liquidity Provider shall be fully discharged of its obligation hereunder with respect to such Notice of Borrowing, and the Liquidity Provider shall not thereafter be obligated to make any further Advances hereunder in respect of such Notice of Borrowing to the Borrower or to any other Person. Following the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the West LB Sub-Account of the Class C Cash Collateral Account, the Liquidity Provider shall have no interest in or rights to the Class C Cash Collateral Account, any Sub-Account thereof, such Advance or any other amounts from time to time on deposit in the Class C Cash Collateral Account or any Sub-Account thereof; PROVIDED that the foregoing shall not affect or impair the obligations of the Subordination Agent to make the distributions contemplated by Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances requested by the Borrower in accordance with the provisions of this Agreement, the Liquidity Provider makes no representation as to, and assumes no responsibility for, the correctness or sufficiency for any purpose of the amount of the Advances so made and requested. Section 2.03. FEES. The Borrower agrees to pay to the Liquidity Provider the fees set forth in the West LB Fee Letter. Section 2.04. REDUCTION OR TERMINATION OF THE MAXIMUM COMMITMENT. (A) AUTOMATIC REDUCTION. Promptly following each date on which the Required Amount is reduced as a result of a reduction in the Pool Balance of the Class C Certificates or otherwise, the Maximum Commitment shall automatically be reduced to an amount equal to the Stated Portion of such reduced Required Amount (as calculated by the Borrower). The Borrower shall give notice of any such automatic reduction of the Maximum Commitment to the Liquidity Provider within two Business Days thereof. The failure by the Borrower to furnish any such notice shall not affect such automatic reduction of the Maximum Commitment. (b) TERMINATION. Upon the making of any Provider Advance or Final Advance hereunder or the occurrence of the Termination Date, the obligation of the Liquidity Provider to make further Advances hereunder shall automatically and irrevocably terminate, and the Borrower shall not be entitled to request any further Borrowing hereunder. Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE. Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees, without notice of an Advance or demand for repayment from the Liquidity Provider (which notice and demand are hereby waived by the Borrower), to pay, or to cause to be paid, to the Liquidity Provider on each date on which the Liquidity Provider shall make an Interest Advance or the Final Advance, an amount equal to (a) the amount of such Advance (any such Advance, until repaid, is referred to herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the Liquidity Provider shall make a Provider Advance at any time after making one or more Interest Advances which shall not have been repaid in accordance with this Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility or Non-Extended Facility at any time when unreimbursed Interest Advances have reduced the Maximum Available Commitment to zero, then such Interest Advances shall cease to constitute Unpaid Advances and shall be deemed to have been changed into an Applied Downgrade Advance or an Applied Non-Extension Advance, as the case may be, for all purposes of this Agreement (including, without limitation, for the purpose of determining when such Interest Advance is required to be repaid to the Liquidity Provider in accordance with Section 2.06 and for the purposes of Section 2.06(b)). The Borrower and the Liquidity Provider agree that the repayment in full of each Interest Advance and Final Advance on the date such Advance is made is intended to be a contemporaneous exchange for new value given to the Borrower by the Liquidity Provider. Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced hereunder in respect of a Provider Advance shall be deposited in the West LB Sub-Account of the Class C Cash Collateral Account, invested and withdrawn from the West LB Sub-Account of the Class C Cash Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular Distribution Date, commencing on the first Regular Distribution Date after the making of a Provider Advance, interest on the principal amount of any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in respect of a Provider Advance withdrawn from the West LB Sub-Account of the Class C Cash Collateral Account for the purpose of paying interest on the Class C Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement (the amount of any such withdrawal being (y) in the case of a Downgrade Advance, an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance, an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section 2.06(b)) be treated as an Interest Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED FURTHER, HOWEVER, that if, following the making of a Provider Advance, the Liquidity Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01 hereof, such Provider Advance shall thereafter be treated as a Final Advance under this Agreement for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof, immediately upon the withdrawal of any amounts from the West LB Sub-Account of the Class C Cash Collateral Account on account of a reduction in the Required Amount, the Borrower shall repay to the Liquidity Provider a portion of the Provider Advances in a principal amount equal to the Stated Portion of such reduction, plus interest on the principal amount prepaid as provided in Section 3.07 hereof. (b) At any time when an Applied Provider Advance (or any portion thereof) is outstanding, upon the deposit in the West LB Sub-Account of the Class C Cash Collateral Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or increasing the balance thereof up to the Stated Portion of the Required Amount at such time, (i) the aggregate outstanding principal amount of all Applied Provider Advances (and of Provider Advances treated as an Interest Advance for purposes of determining the Applicable Liquidity Rate for interest payable thereon) shall be automatically reduced by the amount of such Replenishment Amount and (ii) the aggregate outstanding principal amount of all Unapplied Provider Advances shall be automatically increased by the amount of such Replenishment Amount. (c) Upon the provision of a Replacement Liquidity Facility in replacement of this Agreement in accordance with Section 3.6(e) of the Intercreditor Agreement, amounts remaining on deposit in the West LB Sub-Account of the Class C Cash Collateral Account after giving effect to any Applied Provider Advance on the date of such replacement shall be reimbursed to the Liquidity Provider, but only to the extent such amounts are necessary to repay in full to the Liquidity Provider all amounts owing to it hereunder. Section 2.07. PAYMENTS TO THE LIQUIDITY PROVIDER UNDER THE INTERCREDITOR AGREEMENT. In order to provide for payment or repayment to the Liquidity Provider of any amounts hereunder, the Intercreditor Agreement provides that amounts available and referred to in Articles II and III of the Intercreditor Agreement, to the extent payable to the Liquidity Provider pursuant to the terms of the Intercreditor Agreement (including, without limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the Liquidity Provider in accordance with the terms thereof. Amounts so paid to the Liquidity Provider shall be applied by the Liquidity Provider to Liquidity Obligations then due and payable in accordance with the Intercreditor Agreement or, if not provided for in the Intercreditor Agreement, then in such manner as the Liquidity Provider shall deem appropriate. Section 2.08. BOOK ENTRIES. The Liquidity Provider shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower resulting from Advances made from time to time and the amounts of principal and interest payable hereunder and paid from time to time in respect thereof; PROVIDED, HOWEVER, that the failure by the Liquidity Provider to maintain such account or accounts shall not affect the obligations of the Borrower in respect of Advances. Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be made by the Borrower under this Agreement shall be made only from the Stated Portion of amounts that constitute Scheduled Payments, Special Payments or payments under Section 8.1 or 9.1, as the case may be, of the Participation Agreements and Section 6 of the Note Purchase Agreement and only to the extent that the Borrower shall have sufficient income or proceeds therefrom to enable the Borrower to make payments in accordance with the terms hereof after giving effect to the priority of payments provisions set forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will look solely to such amounts to the extent available for distribution to it as provided in the Intercreditor Agreement and this Agreement and that the Borrower, in its individual capacity, is not personally liable to it for any amounts payable or liability under this Agreement except as expressly provided in this Agreement, the Intercreditor Agreement or any Participation Agreement. Amounts on deposit in the West LB Sub-Account of the Class C Cash Collateral Account shall be available to the Borrower to make payments under this Agreement only to the extent and for the purposes expressly contemplated in Section 3.6(f) of the Intercreditor Agreement. Amounts on deposit in the other Sub-Account in respect of the Class C Certificates shall not be available to make payments under this Agreement. Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE. No earlier than the 60th day and no later than the 40th day prior to the then effective Expiry Date (unless such Expiry Date is on or after the date that is 15 days after the Final Maturity Date for the Class C Certificates), the Borrower shall request that the Liquidity Provider extend the Expiry Date for a period of 364 days after the then effective Expiry Date (unless the obligations of the Liquidity Provider are earlier terminated in accordance with the terms hereof). The Liquidity Provider shall advise the Borrower, no earlier than 40 days and no later than 25 days prior to the then effective Expiry Date, whether, in its sole discretion, it agrees to so extend the Expiry Date. If the Liquidity Provider advises the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall not be so extended, or fails to irrevocably and unconditionally advise the Borrower on or before the 25th day prior to the Expiry Date then in effect that such Expiry Date shall be so extended (and, in each case, if the Liquidity Provider shall not have been replaced in accordance with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and after such 25th day (but prior to the then effective Expiry Date) to request a Non-Extension Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement. ARTICLE III OBLIGATIONS OF THE BORROWER Section 3.01. INCREASED COSTS. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Liquidity Provider under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with other liabilities of, the Liquidity Provider (including any such Advances or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to compensate the Liquidity Provider in respect of any Additional Costs, shall be prima facie evidence of the amount owed under this Section. Section 3.02. CAPITAL ADEQUACY. If (1) the adoption, after the date hereof, of any applicable governmental law, rule or regulation regarding capital adequacy, (2) any change, after the date hereof, in the interpretation or administration of any such law, rule or regulation by any central bank or other governmental authority charged with the interpretation or administration thereof or (3) compliance by the Liquidity Provider or any corporation controlling the Liquidity Provider with any applicable guideline or request of general applicability, issued after the date hereof, by any central bank or other governmental authority (whether or not having the force of law) that constitutes a change of the nature described in clause (2), has the effect of requiring an increase in the amount of capital required to be maintained by the Liquidity Provider or any corporation controlling the Liquidity Provider, and such increase is based upon the Liquidity Provider's obligations hereunder and other similar obligations, the Borrower shall pay to the Liquidity Provider from time to time such additional amount or amounts as are necessary to compensate the Liquidity Provider for such portion of such increase as shall be reasonably allocable to the Liquidity Provider's obligations to the Borrower hereunder. The Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise materially disadvantageous to the Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.02 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.02 of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the Liquidity Provider's obligations to the Borrower hereunder shall be prima facie evidence of the amounts owed under this Section. Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as "Non-Excluded Taxes" and, individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms 1001 or 4224, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. (b) All payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the payment required under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. Section 3.04. PAYMENTS. The Borrower shall make or cause to be made each payment to the Liquidity Provider under this Agreement so as to cause the same to be received by the Liquidity Provider not later than 1:00 P.M. (New York City time) on the day when due. The Borrower shall make all such payments in lawful money of the United States of America, to the Liquidity Provider in immediately available funds, by wire transfer to The Chase Manhattan Bank, New York, N.Y., ABA # 021000021, Account Name: Westdeutsche Landesbank Girozentrale, New York branch, Account No. 920-1-060663, Account Reference: Continental Airlines Liquidity Facility C 1997-4. Section 3.05. COMPUTATIONS. All computations of interest based on the Base Rate shall be made on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the LIBOR Rate shall be made on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Section 3.06. PAYMENT ON NON-BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day and no additional interest shall be due as a result (and if so made, shall be deemed to have been made when due). If any payment in respect of interest on an Advance is so deferred to the next succeeding Business Day, such deferral shall not delay the commencement of the next Interest Period for such Advance (if such Advance is a LIBOR Advance) or reduce the number of days for which interest will be payable on such Advance on the next interest payment date for such Advance. Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower shall pay, or shall cause to be paid, without duplication, interest on (i) the unpaid principal amount of each Advance from and including the date of such Advance (or, in the case of an Applied Provider Advance, from and including the date on which the amount thereof was withdrawn from the West LB Sub-Account of the Class C Cash Collateral Account to pay interest on the Class C Certificates) to but excluding the date such principal amount shall be paid in full (or, in the case of an Applied Provider Advance, the date on which the Class C Cash Collateral Account is fully replenished in respect of such Advance) and (ii) any other amount due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by law, installments of interest on Advances or any such other amount) which is not paid when due (whether at stated maturity, by acceleration or otherwise) from and including the due date thereof to but excluding the date such amount is paid in full, in each such case, at a fluctuating interest rate per annum for each day equal to the Applicable Liquidity Rate (as defined below) for such Advance or such other amount as in effect for such day, but in no event at a rate per annum greater than the maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any time the otherwise applicable interest rate as set forth in this Section 3.07 shall exceed the maximum rate permitted by applicable law, then any subsequent reduction in such interest rate will not reduce the rate of interest payable pursuant to this Section 3.07 below the maximum rate permitted by applicable law until the total amount of interest accrued equals the amount of interest that would have accrued if such otherwise applicable interest rate as set forth in this Section 3.07 had at all times been in effect. (b) Except as provided in clause (e) below, each Advance will be either a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such Advance will be a Base Rate Advance for the period from the date of its borrowing to (but excluding) the third Business Day following the Liquidity Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance; provided that the Borrower (at the direction of the Controlling Party, so long as the Liquidity Provider is not the Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on the last day of an Interest Period for such Advance by giving the Liquidity Provider no less than four Business Days' prior written notice of such election or (y) elect to maintain the Final Advance as a Base Rate Advance by not requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5) of the applicable Notice of Borrowing. (c) Each LIBOR Advance shall bear interest during each Interest Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus the Applicable Margin for such LIBOR Advance, payable in arrears on the last day of such Interest Period and, in the event of the payment of principal of such LIBOR Advance on a day other than such last day, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (d) Each Base Rate Advance shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin for such Base Rate Advance, payable in arrears on each Regular Distribution Date and, in the event of the payment of principal of such Base Rate Advance on a day other than a Regular Distribution Date, on the date of such payment (to the extent of interest accrued on the amount of principal repaid). (e) Each Unapplied Downgrade Advance (i) during the period from and including the date of the making of such Unapplied Downgrade Advance through but excluding the Expiry Date (or, if earlier, the date of repayment thereof or of conversion thereof into a Final Advance), shall bear interest in an amount equal to the Investment Earnings on amounts on deposit in the West LB Sub-Account of the Class C Cash Collateral Account for such period plus .325% per annum (through and including the first anniversary of the date of this Agreement) or .35% (after the first anniversary of the date of this Agreement) on the amount of such Unapplied Downgrade Advance from time to time during such period, payable in arrears on each Regular Distribution Date and (ii) thereafter, shall be a LIBOR Advance and shall bear interest in accordance with clause (c) above. (f) Each amount not paid when due hereunder (whether fees, commissions, expenses or other amounts or, to the extent permitted by applicable law, installments of interest on Advances but excluding Advances) shall bear interest at a rate per annum equal to the Base Rate plus 2.00% until paid. (g) Each change in the Base Rate shall become effective immediately. The rates of interest specified in this Section 3.07 with respect to any Advance or other amount shall be referred to as the "APPLICABLE LIQUIDITY RATE". Section 3.08. REPLACEMENT OF BORROWER. From time to time and subject to the successor Borrower's meeting the eligibility requirements set forth in Section 6.9 of the Intercreditor Agreement applicable to the Subordination Agent, upon the effective date and time specified in a written and completed Notice of Replacement Subordination Agent in substantially the form of Annex VI attached hereto (a "NOTICE OF REPLACEMENT SUBORDINATION AGENT") delivered to the Liquidity Provider by the then Borrower, the successor Borrower designated therein shall be substituted for as the Borrower for all purposes hereunder. Section 3.09. FUNDING LOSS INDEMNIFICATION. The Borrower shall pay to the Liquidity Provider, upon the request of the Liquidity Provider, such amount or amounts as shall be sufficient (in the reasonable opinion of the Liquidity Provider) to compensate it for any loss, cost, or expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by the Liquidity Provider to fund or maintain any LIBOR Advance (but excluding loss of anticipated profits) incurred as a result of: (1) Any repayment of a LIBOR Advance on a date other than the last day of the Interest Period for such Advance; or (2) Any failure by the Borrower to borrow a LIBOR Advance on the date for borrowing specified in the relevant notice under Section 2.02. Section 3.10. ILLEGALITY. Notwithstanding any other provision in this Agreement, if any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Liquidity Provider (or its Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall make it unlawful or impossible for the Liquidity Provider (or its Lending Office) to maintain or fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity Provider, the outstanding principal amount of the LIBOR Advances shall be converted to Base Rate Advances (a) immediately upon demand of the Liquidity Provider, if such change or compliance with such request, in the judgment of the Liquidity Provider, requires immediate repayment; or (b) at the expiration of the last Interest Period to expire before the effective date of any such change or request. ARTICLE IV CONDITIONS PRECEDENT Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01. Section 2.01 of this Agreement shall become effective on and as of the first date (the "EFFECTIVE DATE") on which the following conditions precedent have been satisfied or waived: (a) The Liquidity Provider shall have received on or before the Closing Date each of the following, and in the case of each document delivered pursuant to paragraphs (i), (ii) and (iii), each in form and substance satisfactory to the Liquidity Provider: (i) This Agreement duly executed on behalf of the Borrower; (ii) The Intercreditor Agreement duly executed on behalf of each of the parties thereto; (iii) Fully executed copies of each of the Operative Agreements executed and delivered on or before the Closing Date (other than this Agreement and the Intercreditor Agreement); (iv) A copy of the Prospectus Supplement and specimen copies of the Class C Certificates; (v) An executed copy of each document, instrument, certificate and opinion delivered on or before the Closing Date pursuant to the Class C Trust Agreement, the Intercreditor Agreement and the other Operative Agreements (in the case of each such opinion, other than the opinion of counsel for the Underwriters, either addressed to the Liquidity Provider or accompanied by a letter from the counsel rendering such opinion to the effect that the Liquidity Provider is entitled to rely on such opinion as of its date as if it were addressed to the Liquidity Provider); (vi) Evidence that there shall have been made and shall be in full force and effect, all filings, recordings and/or registrations, and there shall have been given or taken any notice or other similar action as may be reasonably necessary or, to the extent reasonably requested by the Liquidity Provider, reasonably advisable, in order to establish, perfect, protect and preserve the right, title and interest, remedies, powers, privileges, liens and security interests of, or for the benefit of, the Trustees, the Borrower and the Liquidity Provider created by the Operative Agreements executed and delivered on or prior to the Closing Date; (vii) An agreement from Continental, pursuant to which (i) Continental agrees to provide copies of quarterly financial statements and audited annual financial statements to the Liquidity Provider, and such other information as the Liquidity Provider shall reasonably request with respect to the transactions contemplated by the Operative Agreements, in each case, only to the extent that Continental is obligated to provide such information pursuant to Section 8.2.1 of the Leases (related to Leased Aircraft) or the corresponding section of the Indentures (related to Owned Aircraft) to the parties thereto and (ii) Continental agrees to allow the Liquidity Provider to inspect Continental's books and records regarding such transactions, and to discuss such transactions with officers and employees of Continental; and (viii) Such other documents, instruments, opinions and approvals pertaining to the transactions contemplated hereby or by the other Operative Agreements as the Liquidity Provider shall have reasonably requested. (b) The following statement shall be true on and as of the Effective Date: no event has occurred and is continuing, or would result from the entering into of this Agreement or the making of any Advance, which constitutes a Liquidity Event of Default. (c) The Liquidity Provider shall have received payment in full of all fees and other sums required to be paid to or for the account of the Liquidity Provider on or prior to the Effective Date. (d) All conditions precedent to the issuance of the Certificates under the Trust Agreements shall have been satisfied or waived, all conditions precedent to the effectiveness of the other Liquidity Facilities shall have been satisfied or waived, and all conditions precedent to the purchase of the Certificates by the Underwriters under the Underwriting Agreement shall have been satisfied (unless any of such conditions precedent shall have been waived by the Underwriters). (e) The Borrower shall have received a certificate, dated the date hereof, signed by a duly authorized representative of the Liquidity Provider, certifying that all conditions precedent to the effectiveness of Section 2.01 have been satisfied or waived. Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of the Liquidity Provider to make an Advance on the occasion of each Borrowing shall be subject to the conditions precedent that the Effective Date shall have occurred and, prior to the date of such Borrowing, the Borrower shall have delivered a Notice of Borrowing which conforms to the terms and conditions of this Agreement and has been completed as may be required by the relevant form of the Notice of Borrowing for the type of Advances requested. ARTICLE V COVENANTS Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity Provider shall otherwise consent in writing: (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or cause to be paid all amounts payable by it under this Agreement and the other Operative Agreements and observe and perform in all material respects the conditions, covenants and requirements applicable to it contained in this Agreement and the other Operative Agreements. (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with reasonable promptness, such other information and data with respect to the transactions contemplated by the Operative Agreements as from time to time may be reasonably requested by the Liquidity Provider; and permit the Liquidity Provider, upon reasonable notice, to inspect the Borrower's books and records with respect to such transactions and to meet with officers and employees of the Borrower to discuss such transactions. (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider with reasonable promptness, such Operative Agreements entered into after the date hereof as from time to time may be reasonably requested by the Liquidity Provider. Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any Advance shall remain unpaid or the Liquidity Provider shall have any Maximum Commitment hereunder or the Borrower shall have any obligation to pay any amount to the Liquidity Provider hereunder, the Borrower will not appoint or permit or suffer to be appointed any successor Borrower without the prior written consent of the Liquidity Provider, which consent shall not be unreasonably withheld or delayed. ARTICLE VI LIQUIDITY EVENTS OF DEFAULT Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity Event of Default has occurred and is continuing and (b) there is a Performing Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the Borrower a Termination Notice, the effect of which shall be to cause (i) this Agreement to expire on the fifth Business Day after the date on which such Termination Notice is received by the Borrower, (ii) the Borrower to promptly request, and the Liquidity Provider to promptly make, a Final Advance in accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances (including, without limitation, any Provider Advance and Applied Provider Advance), any accrued interest thereon and any other amounts outstanding hereunder to become immediately due and payable to the Liquidity Provider. ARTICLE VII MISCELLANEOUS Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Liquidity Provider, and, in the case of an amendment or of a waiver by the Borrower, the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 7.02. NOTICES, ETC. Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telecopier and mailed or delivered or sent by telecopier): Borrower: WILMINGTON TRUST COMPANY Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Telephone: (302) 651-1000 Telecopy: (302) 651-8882 Liquidity Provider: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Brigitte Thieme Telephone: (212) 852-6111 Telecopy: (212) 921-5947 with a copy to: WESTDEUTSCHE LANDESBANK GIROZENTRALE Asset Based Finance 1211 Avenue of the Americas New York, N.Y. 10036 Attention: Loan Administration Telephone: (212) 852-6152 Telecopy: (212) 302-7946 ABN AMRO BANK N.V. 135 South La Salle Street Chicago, IL 60674 Attention: Loan Operations Telephone: (312) 904-2836 Telecopy: (312) 606-8428 or, as to each of the foregoing, at such other address as shall be designated by such Person in a written notice to the others. All such notices and communications shall be effective (i) if given by telecopier, when transmitted to the telecopier number specified above, (ii) if given by mail, when deposited in the mails addressed as specified above, and (iii) if given by other means, when delivered at the address specified above, except that written notices to the Liquidity Provider pursuant to the provisions of Articles II and III hereof shall not be effective until received by the Liquidity Provider. A copy of all notices delivered hereunder to either party shall in addition be delivered to each of the parties to the Participation Agreements at their respective addresses set forth therein. Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the Liquidity Provider to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof; nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such further acts and things and to execute and deliver to the Liquidity Provider such additional assignments, agreements, powers and instruments as the Liquidity Provider may reasonably require or deem advisable to carry into effect the purposes of this Agreement and the other Operative Agreements or to better assure and confirm unto the Liquidity Provider its rights, powers and remedies hereunder and under the other Operative Agreements. Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The Liquidity Provider shall be indemnified hereunder to the extent and in the manner described in Section 8.1 or 9.1, as the case may be, of the Participation Agreements. In addition, the Borrower agrees to indemnify, protect, defend and hold harmless the Liquidity Provider from, against and in respect of, and shall pay on demand, all Expenses of any kind or nature whatsoever (other than any Expenses of the nature described in Sections 3.01, 3.02 or 7.07 hereof or in the West LB Fee Letter (regardless of whether indemnified against pursuant to said Sections or in such West LB Fee Letter)), that may be imposed, incurred by or asserted against any Liquidity Indemnitee, in any way relating to, resulting from, or arising out of or in connection with any action, suit or proceeding by any third party against such Liquidity Indemnitee and relating to this Agreement, the West LB Fee Letter, the Intercreditor Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall not be required to indemnify, protect, defend and hold harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross negligence or willful misconduct of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or (iii) attributable to the failure by such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or observe any agreement, covenant or condition on its part to be performed or observed in this Agreement, the Intercreditor Agreement, the West LB Fee Letter, the Tax Letter or any other Operative Agreement to which it is a party. The indemnities contained in Section 8.1 or 9.1, as the case may be, of the Participation Agreements, and the provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of this Agreement. Section 7.06. LIABILITY OF THE LIQUIDITY PROVIDER. (a) Neither the Liquidity Provider nor any of its officers, employees, directors or affiliates shall be liable or responsible for: (i) the use which may be made of the Advances or any acts or omissions of the Borrower or any beneficiary or transferee in connection therewith; (ii) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; or (iii) the making of Advances by the Liquidity Provider against delivery of a Notice of Borrowing and other documents which do not comply with the terms hereof; PROVIDED, HOWEVER, that the Borrower shall have a claim against the Liquidity Provider, and the Liquidity Provider shall be liable to the Borrower, to the extent of any damages suffered by the Borrower which were the result of (A) the Liquidity Provider's willful misconduct or negligence in determining whether documents presented hereunder comply with the terms hereof, or (B) any breach by the Liquidity Provider of any of the terms of this Agreement, including, but not limited to, the Liquidity Provider's failure to make lawful payment hereunder after the delivery to it by the Borrower of a Notice of Borrowing strictly complying with the terms and conditions hereof. (b) Neither the Liquidity Provider nor any of its officers, employees, director or affiliates shall be liable or responsible in any respect for (i) any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with this Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action, inaction or omission which may be taken by it in good faith, absent willful misconduct or negligence (in which event the extent of the Liquidity Provider's potential liability to the Borrower shall be limited as set forth in the immediately preceding paragraph), in connection with this Agreement or any Notice of Borrowing. Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay, or cause to be paid (A) on the Effective Date and on such later date or dates on which the Liquidity Provider shall make demand, all reasonable out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel for the Liquidity Provider) of the Liquidity Provider in connection with the preparation, negotiation, execution, delivery, filing and recording of this Agreement, any other Operative Agreement and any other documents which may be delivered in connection with this Agreement and (B) on demand, all reasonable costs and expenses (including reasonable counsel fees and expenses) of the Liquidity Provider in connection with (i) the enforcement of this Agreement or any other Operative Agreement, (ii) the modification or amendment of, or supplement to, this Agreement or any other Operative Agreement or such other documents which may be delivered in connection herewith or therewith (whether or not the same shall become effective) or (iii) any action or proceeding relating to any order, injunction, or other process or decree restraining or seeking to restrain the Liquidity Provider from paying any amount under this Agreement, the Intercreditor Agreement or any other Operative Agreement or otherwise affecting the application of funds in the Class C Cash Collateral Accounts. In addition, the Borrower shall pay any and all recording, stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Agreement, any other Operative Agreement and such other documents, and agrees to save the Liquidity Provider harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes or fees. Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement shall be binding upon and inure to the benefit of the Borrower and the Liquidity Provider and their respective successors and assigns, except that neither the Liquidity Provider (except as otherwise provided in this Section 7.08) nor (except as contemplated by Section 3.08) the Borrower shall have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of the other party, subject to the requirements of Section 7.08(b). The Liquidity Provider may grant participations herein or in any of its rights hereunder (including, without limitation, funded participations and participations in rights to receive interest payments hereunder) and under the other Operative Agreements to such Persons as the Liquidity Provider may in its sole discretion select, subject to the requirements of Section 7.08(b). No such participation by the Liquidity Provider, however, will relieve the Liquidity Provider of its obligations hereunder. In connection with any participation or any proposed participation, the Liquidity Provider may disclose to the participant or the proposed participant any information that the Borrower is required to deliver or to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower acknowledges and agrees that the Liquidity Provider's source of funds may derive in part from its participants (other than Continental). Accordingly, references in this Agreement and the other Operative Agreements to determinations, reserve and capital adequacy requirements, increased costs, reduced receipts, additional amounts due pursuant to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall be deemed also to include those of each of its participants (subject, in each case, to the maximum amount that would have been incurred by or attributable to the Liquidity Provider directly if the Liquidity Provider, rather than the participant, had held the interest participated). (b) If, pursuant to subsection (a) above, the Liquidity Provider sells any participation in this Agreement to any bank or other entity (each, a "TRANSFEREE"), then, concurrently with the effectiveness of such participation, the Transferee shall (i) represent to the Liquidity Provider (for the benefit of the Liquidity Provider and the Borrower) either (A) that it is incorporated under the laws of the United States or a state thereof or (B) that under applicable law and treaties, no taxes will be required to be withheld with respect to any payments to be made to such Transferee in respect of this Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a statement that it is incorporated under the laws of the United States or a state thereof or (y) if it is not so incorporated, two copies of a properly completed United States Internal Revenue Service Form 4224 or Form 1001, as appropriate, or other applicable form, certificate or document prescribed by the Internal Revenue Service certifying, in each case, such Transferee's entitlement to a complete exemption from United States federal withholding tax in respect to any and all payments to be made hereunder, and (iii) agree (for the benefit of the Liquidity Provider and the Borrower) to provide the Liquidity Provider and the Borrower a new Form 4224 or Form 1001, as appropriate, (A) on or before the date that any such form expires or becomes obsolete or (B) after the occurrence of any event requiring a change in the most recent form previously delivered by it and prior to the immediately following due date of any payment by the Borrower hereunder, certifying in the case of a Form 1001 or Form 4224 that such Transferee is entitled to a complete exemption from United States federal withholding tax on payments under this Agreement. Unless the Borrower has received forms or other documents reasonably satisfactory to it (and required by applicable law) indicating that payments hereunder are not subject to United States federal withholding tax, the Borrower will withhold taxes as required by law from such payments at the applicable statutory rate. (c) Notwithstanding the other provisions of this Section 7.08, the Liquidity Provider may assign and pledge all or any portion of the Advances owing to it to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned Advances made by the Borrower to the Liquidity Provider in accordance with the terms of this Agreement shall satisfy the Borrower's obligations hereunder in respect of such assigned Advance to the extent of such payment. No such assignment shall release the Liquidity Provider from its obligations hereunder. Section 7.09. SEVERABILITY. Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction. Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding relating to this Agreement or any other Operative Agreement, or for recognition and enforcement of any judgment in respect hereof or thereof, to the nonexclusive general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and the appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts, and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form and mail), postage prepaid, to each party hereto at its address set forth in Section 7.02 hereof, or at such other address of which the Liquidity Provider shall have been notified pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED, including, without limitation, contract claims, tort claims, breach of duty claims and all other common law and statutory claims. The Borrower and the Liquidity Provider each warrant and represent that it has reviewed this waiver with its legal counsel, and that it knowingly and voluntarily waives its jury trial rights following consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT. (c) The Liquidity Provider hereby waives any immunity it may have from the jurisdiction of the courts of the United States or of any State and waives any immunity any of its properties located in the United States may have from attachment or execution upon a judgment entered by any such court under the United States Foreign Sovereign Immunities Act of 1976 or any similar successor legislation. Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement and the other Operative Agreements to which the Liquidity Provider is a party constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior understandings and agreements of such parties. Section 7.14. HEADINGS. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges and consents to the Transfer contemplated by the Assignment and Assumption Agreement. Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER's RIGHTS TO DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first set forth above. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class C Trust, as Borrower By:_____________________________________ Name: Title: WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: Annex I to Revolving Credit Agreement INTEREST ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of an Interest Advance by the Liquidity Provider to be used, subject to clause (3)(v) below, for the payment of the Stated Portion of the interest on the Class C Certificates which was payable on ____________, ____ (the "DISTRIBUTION DATE") in accordance with the terms and provisions of the Class C Trust Agreement and the Class C Certificates, which Advance is requested to be made on ____________, ____. (3) The amount of the Interest Advance requested hereby (i) is $_______________.__, to be applied in respect of the payment of the Stated Portion of the interest which was due and payable on the Class C Certificates on the Distribution Date, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class A Certificates, the Class B Certificates or the Class C Certificates, or interest on the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), (iv) does not exceed the Maximum Available Commitment on the date hereof, (v) does not include any amount of interest which was due and payable on the Class C Certificates on such Distribution Date but which remains unpaid due to the failure of the Depositary to pay any amount of accrued interest on the Certificates of Deposit on such Distribution Date and (vi) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will apply the same in accordance with the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, the making of the Interest Advance as requested by this Notice of Borrowing shall automatically reduce, subject to reinstatement in accordance with the terms of the Liquidity Agreement, the Maximum Available Commitment by an amount equal to the amount of the Interest Advance requested to be made hereby as set forth in clause (i) of paragraph (3) of this Certificate and such reduction shall automatically result in corresponding reductions in the amounts available to be borrowed pursuant to a subsequent Advance. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Interest Advance Notice of Borrowing] Annex II to Revolving Credit Agreement NON-EXTENSION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Non-Extension Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, which Advance is requested to be made on __________, ____. (3) The amount of the Non-Extension Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(d) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (5) The Borrower hereby requests that the Advance requested hereby be a Base Rate Advance and that such Base Rate Advance be converted into a LIBOR Advance on the third Business Day following your receipt of this notice. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Non-Extension Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Non-Extension Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Non-Extension Advance Notice of Borrowing] Annex III to Revolving Credit Agreement DOWNGRADE ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned subordination agent (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Downgrade Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement by reason of the downgrading of the short-term unsecured debt rating of the Liquidity Provider issued by either Rating Agency below the Threshold Rating, which Advance is requested to be made on __________, ____. (3) The amount of the Downgrade Advance requested hereby (i) is $_______________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the West LB Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(c) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of the principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing under the Liquidity Agreement. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. The Borrower hereby acknowledges that, pursuant to the Liquidity Agreement, (A) the making of the Downgrade Advance as requested by this Notice of Borrowing shall automatically and irrevocably terminate the obligation of the Liquidity Provider to make further Advances under the Liquidity Agreement; and (B) following the making by the Liquidity Provider of the Downgrade Advance requested by this Notice of Borrowing, the Borrower shall not be entitled to request any further Advances under the Liquidity Agreement. IN WITNESS WHEREOF, the Borrower has executed and delivered this Notice of Borrowing as of the ____ day of _________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title: SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING [Insert Copy of computations in accordance with Downgrade Advance Notice of Borrowing] Annex IV to Revolving Credit Agreement FINAL ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the "BORROWER"), hereby certifies to WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit Agreement (1997-4C) dated as of October 23, 1997, between the Borrower and the Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that: (1) The Borrower is the Subordination Agent under the Intercreditor Agreement. (2) The Borrower is delivering this Notice of Borrowing for the making of the Final Advance by the Liquidity Provider to be used for the funding of the West LB Sub-Account of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by the Borrower of a Termination Notice from the Liquidity Provider with respect to the Liquidity Agreement, which Advance is requested to be made on ____________, ____. (3) The amount of the Final Advance requested hereby (i) is $_________________.__, which equals the Maximum Available Commitment on the date hereof and is to be applied in respect of the funding of the Class C Cash Collateral Account in accordance with Section 3.6(i) of the Intercreditor Agreement, (ii) does not include any amount with respect to the payment of principal of, or premium on, the Class C Certificates, or principal of, or interest or premium on, the Class A Certificates or the Class B Certificates, (iii) was computed in accordance with the provisions of the Class C Certificates, the Class C Trust Agreement and the Intercreditor Agreement (a copy of which computation is attached hereto as Schedule I), and (iv) has not been and is not the subject of a prior or contemporaneous Notice of Borrowing. (4) Upon receipt by or on behalf of the Borrower of the amount requested hereby, (a) the Borrower will deposit such amount in the West LB Sub-Account of the Class C Cash Collateral Account and apply the same in accordance with the terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such amount shall be applied by the Borrower for any other purpose and (c) no portion of such amount until so applied shall be commingled with other funds held by the Borrower. (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.] 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: ___________________ Bracketed language may be included at Borrower's option. SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert Copy of Computations in accordance with Final Advance Notice of Borrowing] Annex V to Revolving Credit Agreement NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rodney Square North 1100 North Market Square Wilmington, DE 19890-0001 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4C-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency (each as defined therein), we are giving this notice to you in order to cause (i) our obligations to make Advances (as defined therein) under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a consequence of your receipt of this notice. THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, WESTDEUTSCHE LANDESBANK GIROZENTRALE, as Liquidity Provider By:_____________________________________ Name: Title: cc: Wilmington Trust Company, as Class C Trustee Annex VI to Revolving Credit Agreement NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of October 23, 1997, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 1997-4C-[O/S], as Borrower, and WESTDEUTSCHE LANDESBANK GIROZENTRALE (the "Liquidity Agreement") Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------ [Name of Transferee] ------------------------------ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By:_____________________________________ Name: Title:

                                                                  EXECUTION COPY



                         TRUST SUPPLEMENT No. 1997-4A-O

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $505,951,000

                Continental Airlines Pass Through Trust 1997-4A-O

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





          This Trust  Supplement  No.  1997-4A-O,  dated as of October  23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


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

          WHEREAS, the Basic Agreement,  unlimited as to the aggregate principal
amount of Certificates  (unless otherwise  specified  herein,  capitalized terms
used herein without  definition having the respective  meanings specified in the
Basic  Agreement) which may be issued  thereunder,  has heretofore been executed
and delivered;

          WHEREAS,  the Company  has  obtained  commitments  from Boeing for the
delivery of certain Aircraft;

          WHEREAS,  the Company  intends to finance the acquisition of each such
Aircraft either (i) through separate leveraged lease transactions, in which case
the Company will lease such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or
(ii) through separate secured loan transactions,  in which case the Company will
own such Aircraft (collectively, the "OWNED AIRCRAFT");

          WHEREAS,  in the case of each  Leased  Aircraft,  each Owner  Trustee,
acting on behalf of the corresponding Owner Participant,  will issue pursuant to
an Indenture,  on a non-recourse  basis,  Equipment  Notes in order to finance a
portion of its purchase price of such Leased Aircraft;

          WHEREAS,  in the case of each Owned  Aircraft,  the Company will issue
pursuant to an  Indenture,  on a recourse  basis,  Equipment  Notes to finance a
portion of the purchase price of such Owned Aircraft;

          WHEREAS,  the Trustee hereby declares the creation of this Continental
Airlines Pass Through Trust 1997-4A-O (the  "APPLICABLE  TRUST") for the benefit
of   the   Applicable    Certificateholders,    and   the   initial   Applicable
Certificateholders  as the grantors of the Applicable Trust, by their respective
acceptances  of  the  Applicable  Certificates,  join  in  the  creation  of the
Applicable Trust with the Trustee;

          WHEREAS,  all  Certificates to be issued by the Applicable  Trust will
evidence fractional  undivided interests in the Applicable Trust and will convey
no rights, benefits or interests in respect of any property other than the Trust
Property  except  for those  Certificates  to which an Escrow  Receipt  has been
affixed;



          WHEREAS, the Escrow Agent and the Underwriters have  contemporaneously
herewith  entered into an Escrow Agreement with the Escrow Paying Agent pursuant
to which the  Underwriters  have delivered to the Escrow Agent the proceeds from
the sale of the  Applicable  Certificates  and have  irrevocably  instructed the
Escrow  Agent to  withdraw  and pay funds from such  proceeds  upon  request and
proper  certification by the Trustee to purchase Equipment Notes as the Aircraft
are delivered by Boeing under the Aircraft Purchase  Agreement from time to time
prior to the Delivery Period Termination Date;

          WHEREAS,    the   Escrow   Agent   on   behalf   of   the   Applicable
Certificateholders  has  contemporaneously   herewith  entered  into  a  Deposit
Agreement with the Depositary under which the Deposits  referred to therein will
be made and from which it will  withdraw  funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;

          WHEREAS,  pursuant to the terms and conditions of the Basic  Agreement
as supplemented by this Trust Supplement (the "AGREEMENT") and the Note Purchase
Agreement,  upon or shortly  following  delivery of an Aircraft,  the Trustee on
behalf  of  the  Applicable  Trust,  using  funds  withdrawn  under  the  Escrow
Agreement,  shall purchase one or more Equipment  Notes having the same interest
rate as, and final  maturity date not later than the final Regular  Distribution
Date of,  the  Applicable  Certificates  issued  hereunder  and shall  hold such
Equipment Notes in trust for the benefit of the Applicable Certificateholders;

          WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement,  when duly executed and delivered,  a valid, binding and legal
instrument in accordance with its terms and for the purposes  herein  expressed,
have been done, performed and fulfilled,  and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized;

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

          NOW THEREFORE,  in consideration of the premises herein,  it is agreed
between the Company and the Trustee as follows:



                                    ARTICLE I
                                THE CERTIFICATES

          Section 1.01.  THE  CERTIFICATES.  There is hereby created a series of
Certificates to be issued under the Agreement to be  distinguished  and known as




"6.90%  Continental  Airlines  Pass  Through  Certificates,   Series  1997-4A-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

          The terms and conditions applicable to the Applicable Certificates are
as follows:

          (a) The aggregate principal amount of the Applicable Certificates that
     shall  be  authenticated   under  the  Agreement   (except  for  Applicable
     Certificates  authenticated  and delivered  pursuant to Sections 3.03, 3.04
     and 3.06 of the Basic Agreement) is $505,951,000.

          (b) The  Regular  Distribution  Dates with  respect to any  payment of
     Scheduled  Payments means January 2 and July 2 of each year,  commencing on
     January 2, 1998, until payment of all of the Scheduled  Payments to be made
     under the Equipment Notes has been made.

          (c) The  Special  Distribution  Dates with  respect to the  Applicable
     Certificates  means any  Business  Day on which a Special  Payment is to be
     distributed pursuant to the Agreement.

          (d) At the Escrow  Agent's  request  under the Escrow  Agreement,  the
     Trustee shall affix the  corresponding  Escrow  Receipt to each  Applicable
     Certificate.  In any event,  any  transfer or  exchange  of any  Applicable
     Certificate  shall also effect a transfer or exchange of the related Escrow
     Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
     Applicable  Certificate shall be permitted unless the corresponding  Escrow
     Receipt is attached  thereto and also is so  transferred  or exchanged.  By
     acceptance  of any  Applicable  Certificate  to which an Escrow  Receipt is
     attached,  each Holder of such an Applicable  Certificate  acknowledges and
     accepts the restrictions on transfer of the Escrow Receipt set forth herein
     and in the Escrow Agreement.

          (e) (i) The  Applicable  Certificates  shall be in the  form  attached
     hereto as  Exhibit A. Any  Person  acquiring  or  accepting  an  Applicable
     Certificate or an interest therein will, by such acquisition or acceptance,
     be deemed to  represent  and  warrant to and for the  benefit of each Owner
     Participant  and the  Company  that  either (i) the  assets of an  employee
     benefit plan subject to Title I of the Employee  Retirement Income Security
     Act of 1974, as amended ("ERISA"),  or of a plan subject to Section 4975 of
     the Internal  Revenue Code of 1986, as amended (the "Code"),  have not been
     used to purchase Applicable Certificates or an interest therein or (ii) the
     purchase  and  holding  of  Applicable  Certificates  is  exempt  from  the



     prohibited  transaction  restrictions of ERISA and the Code pursuant to one
     or more prohibited transaction statutory or administrative exemptions.

          (ii) The Applicable  Certificates shall be Book-Entry Certificates and
     shall  be   subject  to  the   conditions   set  forth  in  the  Letter  of
     Representations between the Company and the Clearing Agency attached hereto
     as Exhibit B.

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

          (g) The Applicable Certificates will have the benefit of the Liquidity
     Facility.

          (h) The Responsible Party is the Company.

          (i) The  particular  "sections of the Note  Purchase  Agreement",  for
     purposes of clause (3) of Section 7.07 of the Basic Agreement,  are Section
     8.1 (with  respect to Owned  Aircraft)  and  Section  9.1 (with  respect to
     Leased Aircraft) of each Note Purchase Agreement.


                                   ARTICLE II
                                   DEFINITIONS

          Section 2.01. DEFINITIONS.  For all purposes of the Basic Agreement as
supplemented by this Trust Supplement,  the following capitalized terms have the
following meanings:

          AGREEMENT: Has the meaning specified in the recitals hereto.

          AIRCRAFT:  Means each of the New  Aircraft or  Substitute  Aircraft in
     respect of which a  Participation  Agreement is entered into in  accordance
     with the Note Purchase Agreement.

          AIRCRAFT  PURCHASE  AGREEMENT:  Has the meaning  specified in the Note
     Purchase Agreement.

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

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



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

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

          BOEING: Means The Boeing Company.

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

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

          DELIVERY  DATE:  Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          DELIVERY  NOTICE:  Has the  meaning  specified  in the  Note  Purchase
     Agreement.

          DELIVERY PERIOD  TERMINATION  DATE:  Means the earlier of (a) December
     31, 1998,  or, if the Equipment  Notes  relating to all of the New Aircraft
     (or  Substitute  Aircraft in lieu thereof)  have not been  purchased by the
     Applicable  Trust and the Other  Trusts on or prior to such date due to any
     reason  beyond  the  control  of the  Company  and  not  occasioned  by the
     Company's  fault or  negligence,  May 31, 1999  (PROVIDED  that, if a labor
     strike  occurs  at  Boeing  on or prior  to  either  or both of such  dates
     referred  to in this  clause (a),  such date or dates on or  following  the
     commencement  of such strike shall be extended by adding thereto the number
     of days that such  strike  continued  in effect)  and (b) the date on which
     Equipment  Notes  issued  with  respect  to  all of the  New  Aircraft  (or
     Substitute  Aircraft in lieu thereof) have been purchased by the Applicable
     Trust and the Other Trusts in accordance with the Note Purchase Agreement.

          DEPOSITS: Has the meaning specified in the Deposit Agreement.

          DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of October 23,
     1997 relating to the Applicable Certificates between the Depositary and the
     Escrow  Agent,  as the  same  may be  amended,  supplemented  or  otherwise
     modified from time to time in accordance with its terms.




          DEPOSITARY: Means Credit Suisse First Boston, New York branch.

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

          ESCROW  AGENT:  Means,   initially,   First  Security  Bank,  National
     Association,  and  any  replacement  or  successor  therefor  appointed  in
     accordance with the Escrow Agreement.

          ESCROW AGREEMENT: Means the Escrow and Paying Agent Agreement dated as
     of October 23,  1997  relating to the  Applicable  Certificates,  among the
     Escrow Agent, the Escrow Paying Agent, the Trustee and Underwriters, as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.

          ESCROW PAYING AGENT: Means the Person acting as paying agent under the
     Escrow Agreement.

          ESCROW RECEIPT: Means the receipt substantially in the form annexed to
     the Escrow Agreement  representing a fractional  undivided  interest in the
     funds held in escrow thereunder.

          FINAL MATURITY DATE: Means July 2, 2019.

          FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

          FINAL  WITHDRAWAL  DATE:  Has  the  meaning  specified  in the  Escrow
     Agreement.

          FINAL WITHDRAWAL  NOTICE: Has the meaning specified in Section 5.02 of
     this Trust Supplement.

          INDENTURE:  Means each of the separate trust  indentures and mortgages
     relating to the  Aircraft,  each as  specified  or  described in a Delivery
     Notice  delivered  pursuant to the Note  Purchase  Agreement or the related
     Participation  Agreement,  in  each  case  as  the  same  may  be  amended,
     supplemented or otherwise modified from time to time in accordance with its
     terms.




          INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as of
     October 23,  1997 among the  Trustee,  the Other  Trustees,  the  Liquidity
     Providers,  the liquidity  providers  relating to the  Certificates  issued
     under  (and as defined  in) each of the Other  Agreements,  and  Wilmington
     Trust  Company,  as  Subordination  Agent  and as  trustee  thereunder,  as
     amended, supplemented or otherwise modified from time to time in accordance
     with its terms.

          INVESTORS:   Means  the  Underwriters  together  with  all  subsequent
     beneficial owners of the Applicable Certificates.

          LEASE: Means, with respect to each Leased Aircraft,  the lease between
     an Owner Trustee, as the lessor, and the Company,  as the lessee,  referred
     to in the related Indenture, as such lease may be amended,  supplemented or
     otherwise modified in accordance with its terms.

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

          LIQUIDITY FACILITIES:  Means, initially,  each of the Revolving Credit
     Agreements  dated  as of  October  23,  1997  relating  to  the  Applicable
     Certificates,  between a Liquidity Provider and Wilmington Trust Company as
     Subordination  Agent, as agent and trustee for the Applicable  Trust,  and,
     from  and  after  the  replacement  of  such  agreement   pursuant  to  the
     Intercreditor  Agreement,  the replacement  liquidity facility therefor, in
     each case as amended,  supplemented or otherwise modified from time to time
     in accordance with their respective terms.

          LIQUIDITY  PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V.,  acting
     through its  Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
     acting  through its New York branch,  and any  replacements  or  successors
     therefor appointed in accordance with the Intercreditor Agreement.

          NEW  AIRCRAFT:   Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          NOTE  DOCUMENTS:  With respect to any  Equipment  Note,  means (i) the
     Indenture and the Participation  Agreement relating to such Equipment Note,
     and (ii) in the case of any  Equipment  Note related to a Leased  Aircraft,
     the Lease relating to such Leased Aircraft.

          NOTE PURCHASE AGREEMENT: Means the Note Purchase Agreement dated as of
     October 23, 1997 among the Trustee,  the Other Trustees,  the Company,  the
     Escrow  Agent,  the  Escrow  Paying  Agent  and  the  Subordination  Agent,
     providing for, among other things,  the purchase of Equipment  Notes by the




     Trustee on behalf of the Trust, as the same may be amended, supplemented or
     otherwise modified from time to time, in accordance with its terms.

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

          OTHER  AGREEMENTS:  Means (i) the Basic  Agreement as  supplemented by
     Trust   Supplement  No.   1997-4B-O  dated  the  date  hereof  relating  to
     Continental  Airlines  Pass  Through  Trust  1997-4B-O  and (ii) the  Basic
     Agreement as supplemented by Trust  Supplement No. 1997-4C-O dated the date
     hereof relating to Continental Airlines Pass Through Trust 1997-4C-O.

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

          OTHER  TRUSTS:  Means the  Continental  Airlines  Pass  Through  Trust
     1997-4B-O and the Continental  Airlines Pass Through Trust 1997-4C-O,  each
     created on the date hereof.

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

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

          OWNER TRUSTEE: With respect to any Equipment Note relating to a Leased
     Aircraft,  means the  "Owner  Trustee",  as  referred  to in the  Indenture
     pursuant  to which such  Equipment  Note is issued,  not in its  individual
     capacity but solely as trustee;  and OWNER  TRUSTEES means all of the Owner
     Trustees party to any of the Indentures.

          PARTICIPATION  AGREEMENT:  Means each  Participation  Agreement  to be
     entered into by the Trustee pursuant to the Note Purchase Agreement, as the
     same may be amended,  supplemented or otherwise modified in accordance with
     its terms.

          POOL BALANCE:  Means, as of any date, (i) the original  aggregate face
     amount of the Applicable Certificates less (ii) the aggregate amount of all
     payments made in respect of such  Applicable  Certificates or in respect of
     Deposits other than payments made in respect of interest or premium thereon
     or reimbursement of any costs or expenses incurred in connection therewith.




     The Pool Balance as of any Distribution Date shall be computed after giving
     effect to any special distribution with respect to unused Deposits, payment
     of principal of the Equipment  Notes or payment with respect to other Trust
     Property and the distribution thereof to be made on that date.

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

          PROSPECTUS  SUPPLEMENT:  Means the Prospectus Supplement dated October
     16, 1997 relating to the offering of the Certificates.

          RELATED PASS THROUGH  TRUST  AGREEMENT:  Means the Basic  Agreement as
     supplemented  by the Trust  Supplement No.  1997-4A-S dated the date hereof
     relating to the  Continental  Airlines  Pass Through  Trust  1997-4A-S  and
     entered  into by the  Company  and the  Trustee,  which  agreement  becomes
     effective  upon the execution and delivery of the Assignment and Assumption
     Agreement pursuant to Section 7.01 of this Trust Supplement.

          RELATED TRUST: Means the Continental Pass Through Trust 1997-4A-S,  to
     be formed under the Related Pass Through Trust Agreement.

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

          SPECIAL REDEMPTION  PREMIUM:  Means the premium payable by the Company
     in respect of the Final Withdrawal pursuant to the Note Purchase Agreement.

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

          SUBSTITUTE  AIRCRAFT:  Has the meaning  specified in the Note Purchase
     Agreement.

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




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

          TRUST PROPERTY:  Means (i) subject to the Intercreditor Agreement, the
     Equipment Notes held as the property of the Applicable Trust, all monies at
     any time paid thereon and all monies due and to become due thereunder, (ii)
     funds  from  time to time  deposited  in the  Certificate  Account  and the
     Special Payments Account and, subject to the Intercreditor  Agreement,  any
     proceeds  from the sale by the Trustee  pursuant to Article VI of the Basic
     Agreement  of any  Equipment  Note and (iii) all  rights of the  Applicable
     Trust  and the  Trustee,  on  behalf  of the  Applicable  Trust,  under the
     Intercreditor  Agreement, the Escrow Agreement, the Note Purchase Agreement
     and the Liquidity Facilities,  including, without limitation, all rights to
     receive certain payments thereunder,  and all monies paid to the Trustee on
     behalf of the Applicable Trust pursuant to the  Intercreditor  Agreement or
     the Liquidity Facilities, PROVIDED that rights with respect to the Deposits
     or under the Escrow Agreement,  except for the right to direct  withdrawals
     for the purchase of Equipment Notes to be held herein,  will not constitute
     Trust Property.

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

          UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated October
     16, 1997 among the  Underwriters,  the Company and the  Depositary,  as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          Section  3.01.  ADDITIONS  TO  ARTICLE IV OF THE BASIC  AGREEMENT.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

          (a) Upon the  payment of  Special  Redemption  Premium to the  Trustee
     under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall
     immediately deposit the aggregate amount of such Special Redemption Premium
     in the Special Payments Account;

          (b) The  distribution  of  amounts of  Special  Redemption  Premium as
     provided  for in  Section  4.02(b) of the Basic  Agreement  shall be on the




     Special  Distribution  Date with respect to such Special Payment or as soon
     thereafter  as the Trustee  has  confirmed  receipt of the related  Special
     Redemption Premium;

          (c) In the event of the payment of a Special Redemption Premium by the
     Company  to the  Trustee  under the Note  Purchase  Agreement,  the  notice
     provided  for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
     together  with the notice by the Escrow  Paying Agent under Section 2.06 of
     the  Escrow  Agreement,  not  less  than  15  days  prior  to  the  Special
     Distribution Date for such amount, which Special Distribution Date shall be
     the Final Withdrawal Date; and

          (d) The last sentence of the first paragraph of Section 4.02(c) of the
     Basic  Agreement  shall apply  equally if the amount of Special  Redemption
     Premium,  if any,  has not ben  calculated  at the time the  Trustee  mails
     notice of a Special Payment.

          Section 3.02. STATEMENTS TO APPLICABLE CERTIFICATEHOLDERS. (a) On each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

          (i) the aggregate  amount of funds  distributed  on such  Distribution
     Date under the Agreement  and under the Escrow  Agreement,  indicating  the
     amount allocable to each source;

          (ii) the amount of such distribution under the Agreement  allocable to
     principal  and the amount  allocable  to  premium  (including  the  Special
     Redemption Premium), if any;

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

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

          (v) the  amount  of  such  distribution  under  the  Escrow  Agreement
     allocable to Deposits; and

          (vi) the Pool Balance and the Pool Factor.




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

          (b) Within a reasonable  period of time after the end of each calendar
year but not later than the latest date  permitted  by law,  the  Trustee  shall
furnish  to each  Person  who at any  time  during  such  calendar  year  was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

          (c) Promptly  following (i) the Delivery Period  Termination  Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-51 of the  Prospectus  Supplement,  and
(ii) any early  redemption  or  purchase  of, or any  default in the  payment of
principal  or  interest in respect  of, any of the  Equipment  Notes held in the
Applicable  Trust,  or any  Final  Withdrawal,  the  Trustee  shall  furnish  to
Applicable  Certificateholders  of record on such date a statement setting forth
(x) the expected Pool Balances for each  subsequent  Regular  Distribution  Date
following the Delivery Period Termination Date, (y) the related Pool Factors for
such  Regular  Distribution  Dates and (z) the expected  principal  distribution
schedule of the Equipment Notes, in the aggregate, held as Trust Property at the
date of such notice. With respect to the Applicable  Certificates  registered in
the name of a Clearing  Agency,  on the Delivery  Period  Termination  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such date. The Trustee will mail to each such Clearing  Agency  Participant  the
statement described above and will make available additional copies as requested
by such Clearing  Agency  Participant  for forwarding to holders of interests in
the Applicable Certificates.




          (d) This Section  3.02  supersedes  and  replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

          Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) By acceptance
of its Applicable Certificate,  each Applicable Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering Event,

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

          (ii) each Class C Certificateholder  shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) above) to purchase all, but not less than all, of the Applicable
     Certificates and the Class B Certificates  upon ten days' written notice to
     the Trustee,  the Class B Trustee and each other Class C Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   C    Certificateholder    notifies   such   purchasing    Class   C
     Certificateholder  that  such  other  Class C  Certificateholder  wants  to
     participate in such purchase, then such other Class C Certificateholder may
     join with the purchasing Class C Certificateholder to purchase all, but not
     less than all, of the  Certificates  and the Class B Certificates  pro rata
     based on the  Fractional  Undivided  Interest  in the Class C Trust held by
     each  such  Class C  Certificateholder  and (B) if prior to the end of such
     ten-day  period  any other  Class C  Certificateholder  fails to notify the
     purchasing   Class   C   Certificateholder    of   such   other   Class   C
     Certificateholder's  desire to  participate  in such a purchase,  then such
     other  Class C  Certificateholder  shall  lose its  right to  purchase  the
     Applicable Certificates pursuant to this Section 4.01(a).




          (iii) each Class D Certificateholder shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) or (ii)  above) to purchase  all,  but not less than all, of the
     Applicable  Certificates,   the  Class  B  Certificates  and  the  Class  C
     Certificates  upon ten days'  written  notice to the  Trustee,  the Class B
     Trustee,  the Class C Trustee  and each  other  Class D  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   D    Certificateholder    notifies   such   purchasing    Class   D
     Certificateholder  that  such  other  Class D  Certificateholder  wants  to
     participate in such purchase, then such other Class D Certificateholder may
     join with the purchasing Class D Certificateholder to purchase all, but not
     less than all, of the Applicable Certificates, the Class B Certificates and
     the  Class C  Certificates  pro  rata  based  on the  Fractional  Undivided
     Interest  in the Class D Trust held by each such Class D  Certificateholder
     and (B) if  prior  to the end of such  ten-day  period  any  other  Class D
     Certificateholder  fails to notify the purchasing Class D Certificateholder
     of such other Class D  Certificateholder's  desire to participate in such a
     purchase, then such other Class D Certificateholder shall lose its right to
     purchase the Applicable Certificates pursuant to this Section 4.01(a).

          The purchase price with respect to the Applicable  Certificates  shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) if such purchase occurs after
a Record  Date,  such  purchase  price  shall be  reduced  by the  amount  to be
distributed  hereunder on the related  Distribution Date (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class B Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such  purchase  shall be subject to the terms
of  this  Section  4.01(a).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic  Agreement,  upon payment  from such Class B  Certificateholder(s),




Class C Certificateholder(s),  or Class D Certificateholder(s),  as the case may
be, of the  purchase  price set forth in the first  sentence of this  paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without
recourse,  representation  or warranty of any kind except for its own acts), all
of  the   right,   title,   interest   and   obligation   of   such   Applicable
Certificateholder  in  this  Agreement,   the  Escrow  Agreement,   the  Deposit
Agreement,  the  Intercreditor  Agreement,  the Liquidity  Facilities,  the Note
Documents  and all  Applicable  Certificates  and Escrow  Receipts  held by such
Applicable  Certificateholder (excluding all right, title and interest under any
of the foregoing to the extent such right,  title or interest is with respect to
an  obligation  not then due and payable as  respects  any action or inaction or
state of affairs  occurring  prior to such sale) and the purchaser  shall assume
all of such Applicable Certificateholder's obligations under this Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all such Applicable  Certificates
and Escrow Receipts. The Applicable  Certificates will be deemed to be purchased
on the date payment of the purchase price is made notwithstanding the failure of
the Applicable  Certificateholders  to deliver any Applicable  Certificates and,
upon such a purchase,  (i) the only rights of the Applicable  Certificateholders
will be to deliver the Applicable  Certificates to the  purchaser(s) and receive
the purchase price for such Applicable Certificates and (ii) if the purchaser(s)
shall so request,  such  Applicable  Certificateholder  will comply with all the
provisions  of Section  3.04 of the Basic  Agreement  to enable  new  Applicable
Certificates  to be issued to the  purchaser in such  denominations  as it shall
request.  All charges and expenses in  connection  with the issuance of any such
new Applicable Certificates shall be borne by the purchaser thereof.

          As   used   in   this   Section   4.01(a),    the   terms   "Class   B
Certificateholder",  "Class B Trust", "Class B Certificate",  "Class B Trustee",
"Class C  Certificateholder",  "Class C Trust",  "Class C  Certificate""Class  C
Trustee",  "Class D  Certificateholder"  and  "Class D  Trust",  shall  have the
respective meanings assigned to such terms in the Intercreditor Agreement.

          (b) This Section 4.01  supersedes and replaces  Section 6.01(b) of the
Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

          Section 5.01.  DELIVERY OF DOCUMENTS;  DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement  and the Note  Purchase  Agreement on or prior to the Issuance
Date,  each in the form delivered to the Trustee by the Company and (ii) subject
to the respective  terms thereof,  to perform its obligations  thereunder.  Upon
request of the Company and the satisfaction or waiver of the closing  conditions




specified in the  Underwriting  Agreement,  the Trustee shall execute,  deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations
equalling in the aggregate the amount set forth,  with respect to the Applicable
Trust,  in  Schedule  II to the  Underwriting  Agreement  evidencing  the entire
ownership  interest in the  Applicable  Trust,  which amount  equals the maximum
aggregate  principal  amount of  Equipment  Notes which may be  purchased by the
Trustee pursuant to the Note Purchase Agreement.  Except as provided in Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute,
authenticate  or  deliver  Applicable  Certificates  in excess of the  aggregate
amount specified in this paragraph.

          (b) On or after the Issuance  Date,  the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery  Notice  relates
(the "APPLICABLE  DELIVERY  DATE"),  the Trustee shall (as and when specified in
the Delivery  Notice)  instruct the Escrow Agent to provide a Notice of Purchase
Withdrawal  to the  Depositary  requesting  (A)  the  withdrawal  of one or more
Deposits on the  Applicable  Delivery Date in accordance  with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B)
the payment of all, or a portion, of such Deposit or Deposits in an amount equal
in the aggregate to the purchase price of such  Equipment  Notes to or on behalf
of the Owner Trustee or the Company,  as the case may be, issuing such Equipment
Notes, all as shall be described in the Delivery  Notice.  The Trustee shall (as
and when specified in such Delivery Notice), subject to the conditions set forth
in  Section  2 of the  Note  Purchase  Agreement,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   Agreement")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the Note Purchase  Agreement,  then the Trustee shall
give the Depositary  (with a copy to the Escrow Agent) a notice of  cancellation
of such Notice of Purchase  Withdrawal  relating to such  Deposit or Deposits on
such Applicable Delivery Date. Upon satisfaction of the conditions  specified in
the Note Purchase  Agreement and the  Applicable  Participation  Agreement,  the
Trustee shall purchase the applicable  Equipment  Notes with the proceeds of the
withdrawals  of one or more  Deposits  made on the  Applicable  Delivery Date in
accordance with the terms of the Deposit Agreement and the Escrow Agreement. The
purchase price of such Equipment Notes shall equal the principal  amount of such
Equipment  Notes.  Amounts  withdrawn from such Deposit or Deposits in excess of
the purchase  price of the  Equipment  Notes or to the extent not applied on the
Applicable  Delivery Date to the purchase price of the Equipment Notes, shall be
re-deposited by the Trustee with the Depositary on the Applicable  Delivery Date
in accordance  with the terms of the Deposit  Agreement.  The provisions of this
Section  5.01(b)  supersede  and replace the  provisions  of Section 2.02 of the
Basic Agreement (which are inapplicable to the Trust), and all provisions of the




Basic  Agreement  relating  to  Postponed  Notes and  Section  2.02 of the Basic
Agreement shall not apply to the Applicable Trust.

          Section  5.02.   WITHDRAWAL  OF  DEPOSITS.   If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, (i) (A) the
Trustee  shall give the Escrow Agent  notice that the  Trustee's  obligation  to
purchase  Equipment  Notes under the Note Purchase  Agreement has terminated and
instruct  the  Escrow  Agent to  provide  a notice  of Final  Withdrawal  to the
Depositary  substantially in the form of Exhibit B to the Deposit Agreement (the
"FINAL  WITHDRAWAL  NOTICE")  and (B) the  Trustee  will make a demand  upon the
Company  under the Note  Purchase  Agreement  for an amount equal to the Special
Redemption Premium, such payment to be made on the Final Withdrawal Date.

          Section 5.03.  THE TRUSTEE.  (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

          (b) Except as herein otherwise provided,  no duties,  responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

          Section  5.04.  REPRESENTATIONS  AND  WARRANTIES  OF THE TRUSTEE.  The
Trustee hereby represents and warrants that:

          (a) the Trustee has full power,  authority and legal right to execute,
     deliver and perform this Trust  Supplement,  the Escrow  Agreement  and the
     Note Documents to which it is a party and has taken all necessary action to
     authorize  the  execution,  delivery  and  performance  by it of this Trust
     Supplement,  the Escrow  Agreement and the Note  Documents to which it is a
     party;

          (b) the  execution,  delivery and  performance  by the Trustee of this
     Trust  Supplement,  the Escrow Agreement and the Note Documents to which it
     is a party (i) will not violate any provision of any United States  federal
     law or the law of the  state  of the  United  States  where  it is  located
     governing  the banking and trust powers of the Trustee or any order,  writ,
     judgment,  or decree of any court,  arbitrator  or  governmental  authority
     applicable  to the Trustee or any of its assets,  (ii) will not violate any




     provision of the  articles of  association  or by-laws of the Trustee,  and
     (iii) will not violate any  provision  of, or  constitute,  with or without
     notice or lapse of time,  a default  under,  or result in the  creation  or
     imposition  of any lien on any  properties  included in the Trust  Property
     pursuant to the provisions of any mortgage, indenture,  contract, agreement
     or other  undertaking to which it is a party,  which violation,  default or
     lien  could  reasonably  be  expected  to have  an  adverse  effect  on the
     Trustee's  performance  or  ability  to perform  its  duties  hereunder  or
     thereunder or on the transactions contemplated herein or therein;

          (c) the  execution,  delivery and  performance  by the Trustee of this
     Trust  Supplement,  the Escrow Agreement and the Note Documents to which it
     is a party will not require the authorization, consent, or approval of, the
     giving of notice to, the filing or registration  with, or the taking of any
     other  action in respect of, any  governmental  authority  or agency of the
     United  States  or the  state of the  United  States  where  it is  located
     regulating the banking and corporate trust activities of the Trustee; and

          (d) this Trust Supplement, the Escrow Agreement and the Note Documents
     to which it is a party have been, or will be, as applicable,  duly executed
     and  delivered  by the  Trustee  and  constitute,  or will  constitute,  as
     applicable,  the  legal,  valid  and  binding  agreements  of the  Trustee,
     enforceable against it in accordance with their respective terms; PROVIDED,
     HOWEVER,  that enforceability may be limited by (i) applicable  bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     of creditors generally and (ii) general principles of equity.

          Section 5.05.  TRUSTEE LIENS.  The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS


          Section 6.01.  SUPPLEMENTAL  AGREEMENTS  WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into




one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

          Section  6.02.  SUPPLEMENTAL  AGREEMENTS  WITH  CONSENT OF  APPLICABLE
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

          Section 7.01. TERMINATION OF THE TRUST. The respective obligations and
responsibilities  of the Company and the Trustee with respect to the  Applicable
Trust shall  terminate upon the earlier of (A) the completion of the assignment,
transfer  and  discharge  described  in the first  sentence  of the  immediately
following  paragraph and (B)  distribution to all Applicable  Certificateholders
and the Trustee of all amounts  required to be  distributed  to them pursuant to
this  Agreement  and the  disposition  of all property held as part of the Trust
Property;  PROVIDED,  HOWEVER,  that in no  event  shall  the  Applicable  Trust
continue  beyond one hundred ten (110) years following the date of the execution
of this Trust Supplement.

          Upon the earlier of (i) the first Business Day following  December 31,
1998,  or, if later,  the fifth  Business  Day  following  the  Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later, the date
on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the




immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

          (i) The Trustee,  the Related  Trustee and each of the Rating Agencies
     then rating the  Applicable  Certificates  shall have received an Officer's
     Certificate  and an Opinion of Counsel dated the date of the Assignment and
     Assumption  Agreement and each satisfying the  requirements of Section 1.02
     of the Basic Agreement,  which Opinion of Counsel shall be substantially to
     the effect set forth below and may be relied upon by the  Beneficiaries (as
     defined in the Assignment and Assumption Agreement):

                    (a) upon the execution  and delivery  thereof by the parties
          thereto in accordance with the terms of this Agreement and the Related
          Pass Through Trust Agreement,  the Assignment and Assumption Agreement
          will  constitute  the  valid  and  binding  obligation  of each of the
          parties thereto enforceable against each such party in accordance with
          its terms;

                    (b) upon the  execution and delivery of the  Assignment  and
          Assumption  Agreement in accordance  with the terms of this  Agreement
          and the Related Pass Through Trust  Agreement,  each of the Applicable
          Certificates  then Outstanding will be entitled to the benefits of the
          Related Pass Through Trust Agreement;

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

                    (d) the Related Pass Through Trust Agreement constitutes the
          valid and binding  obligation of the Company  enforceable  against the
          Company in accordance with its terms; and

                    (e) neither the execution and delivery of the Assignment and
          Assumption  Agreement in accordance  with the terms of this  Agreement
          and the Related Pass Through Trust Agreement,  nor the consummation by
          the parties thereto of the transactions contemplated to be consummated
          thereunder on the date thereof,  will violate any law or  governmental
          rule or  regulation  of the State of New York or the United  States of



          America  known to such counsel to be  applicable  to the  transactions
          contemplated by the Assignment and Assumption Agreement.

          (ii) The Trustee and the Company shall have received (x) a copy of the
     articles of incorporation and bylaws of the Related Trustee certified as of
     the  Transfer  Date  by  the  Secretary  or  Assistant  Secretary  of  such
     institution  and  (y) a  copy  of the  filing  (including  all  attachments
     thereto) made by the  institution  serving as the Related  Trustee with the
     Office of the Superintendent,  State of New York Banking Department for the
     qualification  of the Related  Trustee under Section 131(3) of the New York
     Banking Law.

Upon the execution of the  Assignment  and  Assumption  Agreement by the parties
thereto,   the   Applicable   Trust   shall  be   terminated,   the   Applicable
Certificateholders  shall receive  beneficial  interests in the Related Trust in
exchange for their interests in the Applicable  Trust equal to their  respective
beneficial  interests in the Applicable  Trust,  and the Outstanding  Applicable
Certificates representing Fractional Undivided Interests in the Applicable Trust
shall be deemed for all purposes of this  Agreement and the Related Pass Through
Trust Agreement,  without further signature or action of any party or Applicable
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related  Trust and its trust  property.  By  acceptance  of its
Applicable  Certificate,  each  Applicable  Certificateholder  consents  to such
assignment,  transfer and  delivery of the Trust  Property to the trustee of the
Related Trust upon the execution and delivery of the  Assignment  and Assumption
Agreement.

          In connection with the occurrence of the event set forth in clause (B)
above,  notice of such termination,  specifying the Distribution Date upon which
the Applicable Certificateholders may surrender their Applicable Certificates to
the Trustee for payment of the final  distribution  and  cancellation,  shall be
mailed promptly by the Trustee to Applicable Certificateholders not earlier than
the  60th  day and not  later  than the  15th  day  next  preceding  such  final
Distribution  Date specifying (A) the Distribution  Date upon which the proposed
final payment of the Applicable  Certificates will be made upon presentation and
surrender  of  Applicable  Certificates  at the office or agency of the  Trustee
therein  specified,  (B) the amount of any such proposed final payment,  and (c)
that the Record  Date  otherwise  applicable  to such  Distribution  Date is not
applicable,  payments  being made only upon  presentation  and  surrender of the
Applicable  Certificates  at  the  office  or  agency  of  the  Trustee  therein
specified.  The Trustee shall give such notice to the Registrar at the time such
notice  is  given  to  Applicable  Certificateholders.   Upon  presentation  and
surrender of the Applicable  Certificates  in accordance  with such notice,  the
Trustee  shall cause to be  distributed  to Applicable  Certificateholders  such
final payments.

          In the event that all of the Applicable  Certificateholders  shall not
surrender their Applicable Certificates for cancellation within six months after




the date specified in the above-mentioned written notice, the Trustee shall give
a second  written  notice  to the  remaining  Applicable  Certificateholders  to
surrender their  Applicable  Certificates for cancellation and receive the final
distribution  with respect thereto.  No additional  interest shall accrue on the
Applicable  Certificates  after the  Distribution  Date  specified  in the first
written notice.  In the event that any money held by the Trustee for the payment
of distributions on the Applicable  Certificates  shall remain unclaimed for two
years (or such lesser time as the Trustee shall be satisfied,  after sixty days'
notice from the Company, is one month prior to the escheat period provided under
applicable  law) after the final  distribution  date with respect  thereto,  the
Trustee shall pay to each Loan Trustee the appropriate  amount of money relating
to such Loan Trustee and shall give written  notice thereof to the related Owner
Trustees, the Owner Participants and the Company.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

          Section 8.01.  BASIC AGREEMENT  RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

          Section  8.02.  GOVERNING  LAW.  THIS  AGREEMENT  AND  THE  APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF DELAWARE.

          Section 8.03. EXECUTION IN COUNTERPARTS.  This Trust Supplement may be
executed in any number of counterparts,  each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

          Section 8.04. INTENTION OF PARTIES. The parties hereto intend that the
Applicable Trust be classified for U.S. federal income tax purposes as a grantor
trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue Code of
1986, as amended,  and not as a trust or association taxable as a corporation or
as a  partnership.  Each  Applicable  Certificateholder  and  Investor,  by  its
acceptance  of its  Applicable  Certificate  or a beneficial  interest  therein,
agrees to treat the  Applicable  Trust as a grantor trust for all U.S.  federal,
state  and local  income  tax  purposes.  The  powers  granted  and  obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.



          IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement  to be duly  executed  by  their  respective  officers  thereto  duly
authorized, as of the day and year first written above.


                                        CONTINENTAL AIRLINES, INC.



                                        By:_____________________________________
                                           Name:   Gerald Laderman
                                           Title:  Vice President



                                        WILMINGTON TRUST COMPANY,
                                           as Trustee



                                        By:_____________________________________
                                           Name:
                                           Title:





                                    EXHIBIT A
                                    ---------


                               FORM OF CERTIFICATE


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


                CONTINENTAL AIRLINES PASS THROUGH TRUST 1997-4A-O

      6.90% Continental Airlines Pass Through Certificate, Series 1997-4A-O


                         Issuance Date: October 23, 1997

                Final Expected Distribution Date: January 2, 2018

          Evidencing   A   Fractional   Undivided   Interest   In  The
          Continental  Airlines  Pass  Through  Trust  1997-4A-O,  The
          Property  Of Which  Includes  Certain  Equipment  Notes Each
          Secured  By An  Aircraft  Leased To Or Owned By  Continental
          Airlines, Inc.


Certificate
No. _______                        $______________ Fractional Undivided Interest
                                   representing 0.____% of the Trust per  $1,000
                                   face amount


          THIS CERTIFIES THAT ____________________________,  for value received,
is the registered  owner of a  $_____________  ( dollars)  Fractional  Undivided
Interest in the Continental  Airlines Pass Through Trust 1997-4A-O (the "TRUST")
created by Wilmington Trust Company,  as trustee (the "TRUSTEE"),  pursuant to a

___________________

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





Pass  Through  Trust  Agreement,  dated as of  September  25,  1997 (the  "BASIC
AGREEMENT"),  between the Trustee and  Continental  Airlines,  Inc.,  a Delaware
corporation (the  "Company"),  as supplemented by Trust Supplement No. 1997-4A-O
thereto, dated as of October 23, 1997 (the "Trust Supplement" and, together with
the Basic Agreement,  the "AGREEMENT"),  between the Trustee and the Company,  a
summary of certain of the pertinent  provisions of which is set forth below.  To
the extent not otherwise defined herein,  the capitalized terms used herein have
the meanings  assigned to them in the Agreement.  This Certificate is one of the
duly  authorized  Certificates  designated as "6.90%  Continental  Airlines Pass
Through Certificates, Series 1997-4A-O" (herein called the "CERTIFICATES"). This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions  of  the  Agreement.   By  virtue  of  its  acceptance   hereof,  the
Certificateholder  of this Certificate  assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the
Trust includes  certain  Equipment  Notes and all rights of the Trust to receive
payments under the  Intercreditor  Agreement and any Liquidity  Facilities  (the
"TRUST PROPERTY").  Each issue of the Equipment Notes is secured by, among other
things, a security interest in an Aircraft leased to or owned by the Company.

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

          Subject to and in  accordance  with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on  each  January  2 and  July 2 (a  "Regular  Distribution  Date")
commencing  January 2, 1998,  to the  Person in whose name this  Certificate  is
registered  at the  close of  business  on the 15th day  preceding  the  Regular
Distribution  Date,  an amount  in  respect  of the  Scheduled  Payments  on the
Equipment Notes due on such Regular  Distribution Date, the receipt of which has
been confirmed by the Trustee,  equal to the product of the percentage  interest
in the Trust  evidenced  by this  Certificate  and an amount equal to the sum of
such  Scheduled  Payments.  Subject to and in  accordance  with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment  Notes are received by the Trustee,  from funds then  available to
the Trustee,  there shall be distributed on the applicable Special  Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special  Distribution  Date, an amount in
respect of such Special  Payments on the Equipment  Notes,  the receipt of which
has been  confirmed  by the  Trustee,  equal to the  product  of the  percentage
interest in the Trust  evidenced by this  Certificate and an amount equal to the
sum of such Special  Payments so  received.  If a Regular  Distribution  Date or
Special  Distribution Date is not a Business Day,  distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular  Distribution Date or Special  Distribution Date and no interest
shall accrue  during the  intervening  period.  The Trustee shall mail notice of




each  Special  Payment  and  the  Special  Distribution  Date  therefor  to  the
Certificateholder of this Certificate.

          Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without presentation or surrender of this
Certificate  or the making of any notation  hereon,  except that with respect to
Certificates  registered on the Record Date in the name of a Clearing Agency (or
its  nominee),  such  distribution  shall be made by wire  transfer.  Except  as
otherwise  provided in the Agreement and  notwithstanding  the above,  the final
distribution on this Certificate will be made after notice mailed by the Trustee
of the pendency of such distribution and only upon presentation and surrender of
this  Certificate  at the  office  or agency of the  Trustee  specified  in such
notice.

          The  Certificates  do not  represent  a direct  obligation  of,  or an
obligation  guaranteed  by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only
from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and  at  such  other  places,  if  any,   designated  by  the  Trustee,  by  any
Certificateholder upon request.

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

          As provided in the  Agreement and subject to certain  limitations  set
forth therein,  the transfer of this  Certificate is registrable in the Register




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

          Under  certain  circumstances  set forth in Section  7.01 of the Trust
Supplement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust  pursuant  to  the  Assignment   and   Assumption   Agreement.   Upon  the
effectiveness of such Assignment and Assumption Agreement (the "Transfer"),  the
Trust shall be  terminated,  the  Certificateholders  shall  receive  beneficial
interests  in the Related  Trust in exchange  for their  interests  in the Trust
equal to their  respective  beneficial  interests in the Trust, the Certificates
representing Fractional Undivided Interests in the Trust shall be deemed for all
purposes of the  Agreement  and the Related Pass Through  Trust  Agreement to be
certificates representing the same fractional undivided interests in the Related
Trust and its trust property. Each Certificateholder,  by its acceptance of this
Certificate  or a  beneficial  interest  herein,  agrees  to  be  bound  by  the
Assignment and Assumption Agreement and subject to the terms of the Related Pass
Through Trust Agreement as a  certificateholder  thereunder.  From and after the
Transfer,  unless and to the extent the context otherwise  requires,  references
herein to the Trust, the Agreement and the Trustee shall  constitute  references
to the Related  Trust,  the Related Pass Through Trust  Agreement and trustee of
the Related Trust, respectively.

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

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

          Each  Certificateholder  and  Investor,  by  its  acceptance  of  this
Certificate  or a  beneficial  interest  herein,  agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.




          The  Trustee,  the  Registrar,  and any  agent of the  Trustee  or the
Registrar may treat the person in whose name this  Certificate  is registered as
the owner hereof for all purposes,  and neither the Trustee, the Registrar,  nor
any such agent shall be affected by any notice to the contrary.

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

          Any Person  acquiring or  accepting  this  Certificate  or an interest
herein will, by such  acquisition or acceptance,  be deemed to have  represented
and warranted to and for the benefit of each Owner  Participant  and the Company
that  either:  (i) the assets of an employee  benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal  Revenue Code of 1986, as amended
(the  "CODE"),  have not been used to purchase this  Certificate  or an interest
herein or (ii) the purchase and holding of this  Certificate or interest  herein
are exempt from the prohibited  transaction  restrictions  of ERISA and the Code
pursuant  to one or more  prohibited  transaction  statutory  or  administration
exemptions.

          THE AGREEMENT  AND,  UNTIL THE  TRANSFER,  THIS  CERTIFICATE  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE
AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED  IN  ACCORDANCE  WITH SUCH  LAWS.  THE  RELATED  PASS  THROUGH  TRUST
AGREEMENT AND, FROM AND AFTER THE TRANSFER,  THIS CERTIFICATE  SHALL BE GOVERNED
AND  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

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



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


                                        CONTINENTAL  AIRLINES PASS THROUGH TRUST
                                        1997-4A-O


                                        By:  WILMINGTON TRUST COMPANY,
                                             as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:





               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:




                                    EXHIBIT B
                                    ---------


                         [DTC Letter of Representations]





                                    EXHIBIT C
                                    ---------


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                 Continental Airlines Pass Through Trust 1997-4A


          ASSIGNMENT AND ASSUMPTION  AGREEMENT,  dated  ____________,  199_ (the
"ASSIGNMENT  AGREEMENT"),  between  Wilmington Trust Company, a Delaware banking
corporation ("WTC"), not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as of
September  25,  1997 (as  amended  or  modified  from time to time,  the  "BASIC
AGREEMENT"),  as  supplemented  by the Trust  Supplement  No.  1997-4A-O,  dated
October 23 , 1997 (the "TRUST SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1997-4A-O (the  "ASSIGNOR"),  and Wilmington  Trust Company,  a Delaware banking
corporation, not in its individual capacity except as expressly provided herein,
but solely as trustee  under the Basic  Agreement as  supplemented  by the Trust
Supplement  No.  1997-4A-S  dated October 23, 1997 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1997-4A-S (the "ASSIGNEE").

                              W I T N E S S E T H:

          WHEREAS,  the parties  hereto desire to effect on the date hereof (the
"TRANSFER  DATE") (a) the transfer by the Assignor to the Assignee of all of the
right,  title and  interest of the Assignor in, under and with respect to, among
other things,  the Trust Property and each of the documents listed in Schedule I
hereto (the "SCHEDULED DOCUMENTS") and (b) the assumption by the Assignee of the
obligations  of the  Assignor  (i) under  the  Scheduled  Documents  and (ii) in
respect of the Applicable Certificates issued under the Agreement; and

          WHEREAS,   the   Scheduled   Documents   permit  such   transfer  upon
satisfaction of certain  conditions  heretofore or  concurrently  herewith being
complied with;

          NOW,  THEREFORE,  in  consideration  of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows  (capitalized  terms used herein without  definition  having the meaning
ascribed thereto in the Agreement):

          1. ASSIGNMENT. The Assignor does hereby sell, assign, convey, transfer
and set over unto the  Assignee as of the  Transfer  Date all of its present and
future  right,  title  and  interest  in,  under and with  respect  to the Trust
Property  and the  Scheduled  Documents  and  each  other  contract,  agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements,  documents or instruments,  together with the
Scheduled  Documents,  to be referred to as the "ASSIGNED  DOCUMENTS"),  and any



proceeds therefrom,  together with all documents and instruments  evidencing any
of such right, title and interest.

          2.  ASSUMPTION.  The  Assignee  hereby  assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"BENEFICIARIES")  all of the duties and  obligations  of the Assignor,  whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the  Assigned  Documents  to which the  Assignor  is a
party and shall be bound by all the terms thereof  (including the agreements and
obligations  of the  Assignor  set forth  therein)  as if  therein  named as the
Assignor.  Further,  the Assignee hereby assumes for the benefit of the Assignor
and the  Beneficiaries  all of the duties and  obligations of the Assignor under
the Outstanding Applicable  Certificates and hereby confirms that the Applicable
Certificates  representing  Fractional  Undivided  Interests under the Agreement
shall be deemed for all purposes of the  Agreement  and the New  Agreement to be
certificates  representing the same fractional undivided interests under the New
Agreement equal to their  respective  beneficial  interests in the trust created
under the Agreement.

          3.  EFFECTIVENESS.  This Assignment  Agreement shall be effective upon
the execution and delivery  hereof by the parties  hereto,  and each  Applicable
Certificateholder,  by  its  acceptance  of  its  Applicable  Certificate  or  a
beneficial interest therein,  agrees to be bound by the terms of this Assignment
Agreement.

          4. PAYMENTS.  The Assignor hereby  covenants and agrees to pay over to
the Assignee,  if and when received  following  the Transfer  Date,  any amounts
(including  any sums payable as interest in respect  thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

          5. FURTHER  ASSURANCES.  The Assignor shall, at any time and from time
to time, upon the request of the Assignee, promptly and duly execute and deliver
any and all such further  instruments and documents and take such further action
as the  Assignee  may  reasonably  request to obtain the full  benefits  of this
Assignment  Agreement and of the right and powers herein  granted.  The Assignor
agrees to deliver any Applicable  Certificates,  and all Trust Property, if any,
then in the physical possession of the Assignor, to the Assignee.

          6.  REPRESENTATIONS  AND WARRANTIES.  (a) The Assignee  represents and
warrants to the Assignor and each of the Beneficiaries that:

          (i) it has all requisite  power and authority and legal right to enter
     into and carry out the  transactions  contemplated  hereby and to carry out
     and  perform  the  obligations  of the  "Pass  Through  Trustee"  under the
     Assigned Documents;




          (ii) on and as of the date hereof, the  representations and warranties
     of the  Assignee  set  forth in  Section  7.15 of the Basic  Agreement  and
     Section 5.04 of the New Supplement are true and correct.

          (b) The Assignor represents and warrants to the Assignee that:

          (i) it is duly  incorporated,  validly  existing and in good  standing
     under  the laws of the  State of  Delaware  and has the full  trust  power,
     authority  and legal right under the laws of the State of Delaware  and the
     United States  pertaining to its trust and fiduciary  powers to execute and
     deliver this Assignment Agreement;

          (ii) the execution and delivery by it of this Assignment Agreement and
     the  performance  by  it  of  its  obligations  hereunder  have  been  duly
     authorized  by it and will not  violate  its  articles  of  association  or
     by-laws or the  provisions of any  indenture,  mortgage,  contract or other
     agreement to which it is a party or by which it is bound; and

          (iii) this  Assignment  Agreement  constitutes  the  legal,  valid and
     binding  obligations  of it enforceable  against it in accordance  with its
     terms,  except  as  the  same  may be  limited  by  applicable  bankruptcy,
     insolvency, reorganization, moratorium or similar laws affecting the rights
     of  creditors  generally  and by  general  principles  of  equity,  whether
     considered in a proceeding at law or in equity.

          7. GOVERNING LAW. THIS  ASSIGNMENT  AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

          8.  COUNTERPARTS.  This  Assignment  Agreement  may be executed in any
number  of  counterparts,  all of  which  together  shall  constitute  a  single
instrument.  It shall not be necessary  that any  counterpart  be signed by both
parties so long as each party shall sign at least one counterpart.

          9. THIRD PARTY  BENEFICIARIES.  The Assignee  hereby  agrees,  for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained  herein are also  intended to be for the benefit of each  Beneficiary,
and each  Beneficiary  shall be deemed to be an express third party  beneficiary
with  respect  thereto,  entitled  to enforce  directly  and in its own name any
rights or claims it may have against such party as such beneficiary.



          IN WITNESS  WHEREOF,  the parties  hereto,  through  their  respective
officers thereunto duly authorized, have duly executed this Assignment Agreement
as of the day and year first above written.

                                        ASSIGNOR:
                                        WILMINGTON  TRUST  COMPANY,  not  in its
                                          individual    capacity    except    as
                                          expressly  provided herein, but solely
                                          as  trustee  under  the  Pass  Through
                                          Trust  Agreement and Trust  Supplement
                                          in respect of the Continental Airlines
                                          Pass Through Trust 1997-4A-O


                                         By:____________________________________
                                            Title:


                                        ASSIGNEE:
                                        WILMINGTON  TRUST  COMPANY,  not  in its
                                          individual    capacity    except    as
                                          expressly  provided herein, but solely
                                          as  trustee  under  the  Pass  Through
                                          Trust  Agreement and Trust  Supplement
                                          in respect of the Continental Airlines
                                          Pass Through Trust 1997-4A-S


                                         By:____________________________________
                                            Title:




                                   Schedule I


                         Schedule of Assigned Documents

          (1)  Intercreditor  Agreement  dated as of October  23, 1997 among the
Trustee, the Other Trustees, the Liquidity Providers, the liquidity provider, if
any,  relating to the Certificates  issued under (and as defined in) each of the
Other Agreements and the Subordination Agent.

          (2) Escrow and Paying  Agent  Agreement  (Class A) dated as of October
23, 1997 among the Escrow Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

          (3) Note  Purchase  Agreement  dated as of October  23, 1997 among the
Company, the Trustee, the Other Trustees, the Depositary,  the Escrow Agent, the
Paying Agent and the Subordination Agent.

          (4) Deposit  Agreement  (Class A) dated as of October 23, 1997 between
the Escrow Agent and the Depositary.

          (5) Each of the Operative  Agreements (as defined in the Participation
Agreement for each Aircraft) in effect as of the Transfer Date.




                                   Schedule II


                            Schedule of Beneficiaries

Wilmington  Trust  Company,  not  in  its  individual  capacity  but  solely  as
Subordination Agent

Wilmington  Trust Company,  not in its individual  capacity but solely as Paying
Agent

ABN AMRO  Bank  N.V.,  acting  through  its  Chicago  branch,  and  Westdeutsche
Landesbank  Girozentrale,  acting  through  its New York  branch,  as  Liquidity
Providers

Continental Airlines, Inc.

Morgan Stanley & Co. Incorporated, as Underwriter

Credit Suisse First Boston Corporation, as Underwriter

Chase Securities Inc., as Underwriter

Salomon Brothers Inc, as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents



                                                                  EXECUTION COPY




                         TRUST SUPPLEMENT No. 1997-4A-S

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $505,951,000

                Continental Airlines Pass Through Trust 1997-4A-S

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



          This Trust  Supplement  No.  1997-4A-S,  dated as of October  23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


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

          WHEREAS, the Basic Agreement,  unlimited as to the aggregate principal
amount of Certificates  (unless otherwise  specified  herein,  capitalized terms
used herein without  definition having the respective  meanings specified in the
Basic  Agreement) which may be issued  thereunder,  has heretofore been executed
and delivered;

          WHEREAS,  the Company  has  obtained  commitments  from Boeing for the
delivery of certain Aircraft;

          WHEREAS,  as of the Transfer Date (as defined below), the Company will
have financed the  acquisition  of all or a portion of such Aircraft  either (i)
through separate leveraged lease transactions,  in which case the Company leases
such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or (ii) through  separate
secured  loan  transactions,  in  which  case the  Company  owns  such  Aircraft
(collectively, the "OWNED AIRCRAFT");

          WHEREAS,  as of the Transfer Date in the case of each Leased Aircraft,
each Owner Trustee,  acting on behalf of the  corresponding  Owner  Participant,
will have issued pursuant to an Indenture,  on a non-recourse  basis,  Equipment
Notes in  order to  finance  a  portion  of its  purchase  price of such  Leased
Aircraft;

          WHEREAS,  as of the Transfer Date, in the case of each Owned Aircraft,
the Company  will have issued  pursuant to an  Indenture,  on a recourse  basis,
Equipment  Notes to  finance  a  portion  of the  purchase  price of such  Owned
Aircraft;

          WHEREAS,  as of the Transfer  Date,  the Related  Trustee will assign,
transfer  and deliver all of such  trustee's  right,  title and  interest to the
trust  property  held by the  Related  Trustee to the  Trustee  pursuant  to the
Assignment and Assumption Agreement (as defined below);

          WHEREAS,  the  Trustee,   effective  only,  but  automatically,   upon
execution  and delivery of the  Assignment  and  Assumption  Agreement,  will be
deemed to have  declared the creation of the  Continental  Airlines Pass Through
Trust  1997-4A-S  (the  "APPLICABLE  TRUST") for the  benefit of the  Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of
the Transfer Date, as the grantors of the Applicable  Trust, by their respective
acceptances of such Applicable  Certificates,  will join in the creation of this
Applicable Trust with the Trustee;



          WHEREAS,  all Applicable  Certificates deemed issued by the Applicable
Trust will evidence  fractional  undivided interests in the Applicable Trust and
will convey no rights,  benefits or interests  in respect of any property  other
than the Trust Property  except for those  Applicable  Certificates  to which an
Escrow Receipt (as defined below) has been affixed;

          WHEREAS,  upon  the  execution  and  delivery  of the  Assignment  and
Assumption Agreement,  all of the conditions and requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

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

          NOW THEREFORE,  in consideration of the premises herein,  it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

          Section 1.01. THE CERTIFICATES.  The Applicable  Certificates shall be
known  as  "6.90%  Continental  Airlines  Pass  Through   Certificates,   Series
1997-4A-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

          The terms and conditions applicable to the Applicable Certificates are
as follows:

          (a) The aggregate principal amount of the Applicable Certificates that
     shall be initially  deemed issued under the Agreement shall be equal to the
     aggregate  principal  amount of  "Outstanding"  pass  through  certificates
     representing  fractional  undivided  interests in the Related  Trust on the
     Transfer Date.

          (b) The  Regular  Distribution  Dates with  respect to any  payment of
     Scheduled  Payments means January 2 and July 2 of each year,  commencing on
     January 2, 1998, until payment of all of the Scheduled  Payments to be made
     under the Equipment Notes has been made.



          (c) The  Special  Distribution  Dates with  respect to the  Applicable
     Certificates  means any  Business  Day on which a Special  Payment is to be
     distributed pursuant to the Agreement.

          (d) At the Escrow  Agent's  request  under the Escrow  Agreement,  the
     Trustee shall affix the  corresponding  Escrow  Receipt to each  Applicable
     Certificate.  In any event,  any  transfer or  exchange  of any  Applicable
     Certificate  shall also effect a transfer or exchange of the related Escrow
     Receipt. Prior to the Final Withdrawal Date, no transfer or exchange of any
     Applicable  Certificate shall be permitted unless the corresponding  Escrow
     Receipt is attached  thereto and also is so  transferred  or exchanged.  By
     acceptance  of any  Applicable  Certificate  to which an Escrow  Receipt is
     attached,  each Holder of such an Applicable  Certificate  acknowledges and
     accepts the restrictions on transfer of the Escrow Receipt set forth herein
     and in the Escrow Agreement.

          (e) (i) The Applicable  Certificates  shall be in the form attached as
     Exhibit A to the Related Pass Through Trust Agreement,with such appropriate
     insertions,  omissions,  substitutions and other variations as are required
     or permitted by the Related Pass Through Trust Agreement or this Agreement,
     as the case may be, or as the Trustee may deem appropriate,  to reflect the
     fact that the Applicable Certificates are being issued hereunder as opposed
     to under the Related Pass Through Trust Agreement.  Any Person acquiring or
     accepting an Applicable  Certificate,  by its acceptance of such Applicable
     Certificate or an interest therein will, by such acquisition or acceptance,
     be deemed to  represent  and  warrant to and for the  benefit of each Owner
     Participant  and the  Company  that  either (i) the  assets of an  employee
     benefit plan subject to Title I of the Employee  Retirement Income Security
     Act of 1974, as amended ("ERISA"),  or of a plan subject to Section 4975 of
     the Internal  Revenue Code of 1986, as amended (the "Code"),  have not been
     used to purchase Applicable Certificates or an interest therein or (ii) the
     purchase  and  holding  of  Applicable  Certificates  is  exempt  from  the
     prohibited  transaction  restrictions of ERISA and the Code pursuant to one
     or more prohibited transaction statutory or administrative exemptions.

               (ii)   The   Applicable    Certificates   shall   be   Book-Entry
          Certificates.

          (f) The  Applicable  Certificates  are  subject  to the  Intercreditor
     Agreement.

          (g) The  Applicable  Certificates  are entitled to the benefits of the
     Liquidity Facilities.

          (h) The Responsible Party is the Company.



          (i) The  particular  "sections of the Note  Purchase  Agreement,"  for
     purposes of clause (3) of Section 7.07 of the Basic  Agreement  are Section
     8.1 (with  respect to Owned  Aircraft)  and  Section  9.1 (with  respect to
     Leased Aircraft).


                                   ARTICLE II
                                   DEFINITIONS

          Section 2.01. DEFINITIONS.  For all purposes of the Basic Agreement as
supplemented by this Trust Supplement,  the following capitalized terms have the
following meanings:

          AGREEMENT:  Means the Basic  Agreement,  as supplemented by this Trust
     Supplement.

          AIRCRAFT:  Means each of the New  Aircraft or  Substitute  Aircraft in
     respect of which a  Participation  Agreement is entered into in  accordance
     with the Note Purchase Agreement.

          APPLICABLE  CERTIFICATE:  means  any  of the  Applicable  Certificates
     issued by the Related Trust and that are  "Outstanding"  (as defined in the
     Related  Pass  Through  Trust  Agreement)  as of  the  Transfer  Date  (the
     "Transfer Date  Certificates")  and any Applicable  Certificates  issued in
     exchange therefor or replacement thereof pursuant to this Agreement.

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

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

          BOEING: Means The Boeing Company.

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

          DELIVERY  NOTICE:  Has the  meaning  specified  in the  Note  Purchase
     Agreement.



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

          DEPOSITS: Has the meaning specified in the Deposit Agreement.

          DEPOSIT AGREEMENT: Means the Deposit Agreement dated as of October 23,
     1997 relating to the Applicable Certificates between the Depositary and the
     Escrow  Agent,  as the  same  may be  amended,  supplemented  or  otherwise
     modified from time to time in accordance with its terms.

          DEPOSITARY:  Means Credit  Suisse First Boston,  a Swiss bank,  acting
     through its New York branch.

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

          ESCROW  AGENT:  Means,   initially,   First  Security  Bank,  National
     Association,  and  any  replacement  or  successor  therefor  appointed  in
     accordance with the Escrow Agreement.

          ESCROW AGREEMENT: Means the Escrow and Paying Agent Agreement dated as
     of October 23,  1997  relating to the  Applicable  Certificates,  among the
     Escrow Agent,  the Escrow Paying Agent,  the Related Trustee (and after the
     Transfer  Date,  the  Trustee)  and the  Underwriters,  as the  same may be
     amended, supplemented or otherwise modified from time to time in accordance
     with its terms.

          ESCROW PAYING AGENT: Means the Person acting as paying agent under the
     Escrow Agreement.

          ESCROW RECEIPT: Means the receipt substantially in the form annexed to
     the Escrow Agreement  representing a fractional  undivided  interest in the
     funds held in escrow thereunder.

          FINAL MATURITY DATE: Means July 2, 2019.

          FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

          FINAL  WITHDRAWAL  DATE:  Has  the  meaning  specified  in the  Escrow
     Agreement.

          INDENTURE:  Means each of the separate trust  indentures and mortgages
     relating to the  Aircraft,  each as  specified  or  described in a Delivery
     Notice  delivered  pursuant to the Note  Purchase  Agreement or the related



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

          INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as of
     October 23, 1997 among the Related  Trustee (and after the  Transfer  Date,
     the Trustee),  the Related Other Trustees (and after the Transfer Date, the
     Other Trustees),  the Liquidity Providers, the liquidity providers relating
     to the  Certificates  issued  under (and as defined in) each of the Related
     Other Agreements,  and Wilmington Trust Company, as Subordination Agent and
     as trustee thereunder, as amended,  supplemented or otherwise modified from
     time to time in accordance with its terms.

          INVESTORS:   Means  the  Underwriters  together  with  all  subsequent
     beneficial owners of the Applicable Certificates.

          LEASE: Means, with respect to each Leased Aircraft,  the lease between
     an Owner Trustee, as the lessor, and the Company,  as the lessee,  referred
     to in the related Indenture, as such lease may be amended,  supplemented or
     otherwise modified in accordance with its terms.

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

          LIQUIDITY FACILITIES:  Means, initially,  each of the Revolving Credit
     Agreements  dated  as of  October  23,  1997  relating  to  the  Applicable
     Certificates, between a Liquidity Provider and Wilmington Trust Company, as
     the  Subordination  Agent,  as agent and trustee for the Applicable  Trust,
     and,  from and after the  replacement  of such  Agreement  pursuant  to the
     Intercreditor  Agreement,  the replacement  liquidity facility therefor, in
     each case as amended,  supplemented or otherwise modified from time to time
     in accordance with their respective terms.

          LIQUIDITY  PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V.,  acting
     through its  Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
     acting  through its New York branch,  and any  replacements  or  successors
     therefor appointed in accordance with the Intercreditor Agreement.

          NEW  AIRCRAFT:   Has  the  meaning  specified  in  the  Note  Purchase
     Agreement.

          NOTE  DOCUMENTS:  With respect to any  Equipment  Note,  means (i) the
     Indenture and the Participation  Agreement relating to such Equipment Note,
     and (ii) in the case of any  Equipment  Note related to a Leased  Aircraft,
     the Lease relating to such Leased Aircraft.



          NOTE PURCHASE AGREEMENT: Means the Note Purchase Agreement dated as of
     October 23, 1997 among the Related  Trustee (and after the  Transfer  Date,
     the Trustee),  the Related Other Trustees (and after the Transfer Date, the
     Other Trustees), the Company, the Escrow Agent, the Escrow Paying Agent and
     the  Subordination  Agent,  as the same  may be  amended,  supplemented  or
     otherwise modified from time to time, in accordance with its terms.

          OTHER  AGREEMENTS:  Means (i) the Basic  Agreement as  supplemented by
     Trust   Supplement  No.   1997-4B-S  dated  the  date  hereof  relating  to
     Continental  Airlines  Pass  Through  Trust  1997-4B-S  and (ii) the  Basic
     Agreement as supplemented by Trust  Supplement No. 1997-4C-S dated the date
     hereof relating to Continental Airlines Pass Through Trust 1997-4C-S.

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

          OTHER  TRUSTS:  Means the  Continental  Airlines  Pass  Through  Trust
     1997-4B-S and Continental Airlines Pass Through Trust 1997-4C-S, created by
     the Other Pass Through Trust Agreements.

          OUTSTANDING: when used with respect to Applicable Certificates, means,
     as of the date of determination,  all Transfer Date  Certificates,  and all
     other Applicable Certificates theretofore authenticated and delivered under
     this Agreement, in each case except:

          (i) Applicable  Certificates  theretofore canceled by the Registrar or
     delivered to the Trustee or the Registrar for cancellation;

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

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

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



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

          OWNER TRUSTEE: With respect to any Equipment Note relating to a Leased
     Aircraft,  means the  "Owner  Trustee",  as  referred  to in the  Indenture
     pursuant  to which such  Equipment  Note is issued,  not in its  individual
     capacity but solely as trustee;  and OWNER  TRUSTEES means all of the Owner
     Trustees party to any of the Indentures.

          PARTICIPATION  AGREEMENT:  Means each  Participation  Agreement  to be
     entered into by the Trustee pursuant to the Note Purchase Agreement, as the
     same may be amended,  supplemented or otherwise modified in accordance with
     its terms.

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

          POOL FACTOR: Means, as of any Distribution Date, the quotient (rounded
     to the seventh  decimal place) computed by dividing (i) the Pool Balance by
     (ii) the original aggregate face amount of the "Applicable Certificates" as
     defined in the Related Pass Through Trust Agreement.  The Pool Factor as of
     any Distribution  Date shall be computed after giving effect to any special
     distribution  with  respect  unused  Deposits,  payment of principal on the
     Equipment  Notes or payments  with respect to other Trust  Property and the
     distribution thereof to be made on that date.

          PROSPECTUS  SUPPLEMENT:  Means the Prospectus Supplement dated October
     16, 1997 relating to the offering of the Certificates.

          RELATED  OTHER  PASS  THROUGH  TRUST  AGREEMENTS:   Means  the  "Other
     Agreements" as defined in the Related Pass Through Trust Agreement.

          RELATED OTHER TRUSTEES:  Means the "Other  Trustees" as defined in the
     Related Pass Through Trust Agreement.



          RELATED  OTHER  TRUSTS:  Means the  "Other  Trusts"  as defined in the
     Related Pass Through Trust Agreement.

          RELATED PASS THROUGH  TRUST  AGREEMENT:  Means the Basic  Agreement as
     supplemented  by the Trust  Supplement No.  1997-4A-O dated the date hereof
     (the "RELATED PASS THROUGH TRUST SUPPLEMENT"),  relating to the Continental
     Airlines Pass Through  Trust  1997-4A-O and entered into by the Company and
     the Trustee,  as amended,  supplemented or otherwise  modified from time to
     time in accordance with its terms.

          RELATED TRUST:  Means the  Continental  Pass Through Trust  1997-4A-O,
     formed under the Related Pass Through Trust Agreement.

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

          SPECIAL REDEMPTION  PREMIUM:  Means the premium payable by the Company
     in respect of the Final Withdrawal pursuant to the Note Purchase Agreement.

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

          SUBSTITUTE  AIRCRAFT:  Has the meaning  specified in the Note Purchase
     Agreement.

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

          TRANSFER DATE CERTIFICATE: Has the meaning specified in the definition
     of "Applicable Certificates".

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

          TRUST PROPERTY:  Means (i) subject to the Intercreditor Agreement, the
     Equipment Notes held as the property of the Applicable Trust, all monies at
     any time paid thereon and all monies due and to become due thereunder, (ii)
     funds  from  time to time  deposited  in the  Certificate  Account  and the
     Special Payments Account and, subject to the Intercreditor  Agreement,  any
     proceeds  from the sale by the Trustee  pursuant to Article VI of the Basic
     Agreement of any  Equipment  Note and (iii) all rights of the Trust and the
     Trustee,  on  behalf  of the  Applicable  Trust,  under  the  Intercreditor



     Agreement,  the  Escrow  Agreement,  the Note  Purchase  Agreement  and the
     Liquidity Facilities,  including, without limitation, all rights to receive
     certain payments  thereunder,  and all monies paid to the Trustee on behalf
     of the  Applicable  Trust  pursuant to the  Intercreditor  Agreement or the
     Liquidity Facilities,  PROVIDED that rights with respect to the Deposits or
     under the Escrow Agreement, will not constitute Trust Property.

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

          UNDERWRITING AGREEMENT: Means the Underwriting Agreement dated October
     16, 1997 among the  Underwriters,  the Company and the  Depositary,  as the
     same may be amended,  supplemented or otherwise  modified from time to time
     in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

          Section  3.01.  ADDITIONS  TO  ARTICLE IV OF THE BASIC  AGREEMENT.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

          (a) Upon the  payment of  Special  Redemption  Premium to the  Trustee
     under the Note Purchase Agreement, the Trustee, upon receipt thereof, shall
     immediately deposit the aggregate amount of such Special Redemption Premium
     in the Special Payments Account;

          (b) The  distribution  of  amounts of  Special  Redemption  Premium as
     provided  for in  Section  4.02(b) of the Basic  Agreement  shall be on the
     Special  Distribution  Date with respect to such Special Payment or as soon
     thereafter  as the Trustee  has  confirmed  receipt of the related  Special
     Redemption Premium;

          (c) In the event of the payment of a Special Redemption Premium by the
     Company  to the  Trustee  under the Note  Purchase  Agreement,  the  notice
     provided  for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
     together  with the notice by the Escrow  Paying Agent under Section 2.06 of
     the  Escrow  Agreement,  not  less  than  15  days  prior  to  the  Special
     Distribution Date for such amount, which Special Distribution Date shall be
     the Final Withdrawal Date; and



          (d) The last sentence of the first paragraph of Section 4.02(c) of the
     Basic  Agreement  shall apply  equally if the amount of Special  Redemption
     Premium,  if any,  has not ben  calculated  at the time the  Trustee  mails
     notice of a Special Payment.

          Section   3.02.   STATEMENTS  TO   CERTIFICATEHOLDERS.   (a)  On  each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

          (i) the aggregate  amount of funds  distributed  on such  Distribution
     Date under the Agreement  and under the Escrow  Agreement,  indicating  the
     amount allocable to each source;

          (ii) the amount of such distribution under the Agreement  allocable to
     principal  and the amount  allocable  to  premium  (including  the  Special
     Redemption Premium), if any;

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

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

          (v) the  amount  of  such  distribution  under  the  Escrow  Agreement
     allocable to Deposits; and

          (vi) the Pool Balance and the Pool Factor.

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

          (b) Within a reasonable  period of time after the end of each calendar
year but not later than the latest date  permitted  by law,  the  Trustee  shall



furnish  to each  Person  who at any  time  during  such  calendar  year  was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

          (c) Promptly  following  (i) the Transfer  Date, if there has been any
change in the  information set forth in clauses (x), (y) and (z) below from that
set  forth  in page  S-51 of the  Prospectus  Supplement,  and  (ii)  any  early
redemption  or  purchase  of, or any  default  in the  payment of  principal  or
interest in respect of, any of the Equipment Notes held in the Applicable Trust,
or any Final  Withdrawal,  the Trustee  shall furnish to  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency, on the Transfer Date, the Trustee will request from such Clearing Agency
a securities  position  listing  setting forth the names of all Clearing  Agency
Participants  reflected on such Clearing  Agency's books as holding interests in
the  "Applicable  Certificates"  (as defined in the Related Pass  Through  Trust
Agreement)  on such date.  The Trustee  will mail to each such  Clearing  Agency
Participant  the statement  described  above and will make available  additional
copies as  requested by such  Clearing  Agency  Participant  for  forwarding  to
holders of interests in the Applicable Certificates.

          (d) This Section  3.02  supersedes  and  replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

          Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) By acceptance
of its Applicable Certificate,  each Applicable Certificateholder agrees that at
any time after the occurrence and during the continuation of a Triggering Event,



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

          (ii) each Class C Certificateholder  shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) above) to purchase all, but not less than all, of the Applicable
     Certificates and the Class B Certificates  upon ten days' written notice to
     the Trustee,  the Class B Trustee and each other Class C Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   C    Certificateholder    notifies   such   purchasing    Class   C
     Certificateholder  that  such  other  Class C  Certificateholder  wants  to
     participate in such purchase, then such other Class C Certificateholder may
     join with the purchasing Class C Certificateholder to purchase all, but not
     less than all, of the Applicable  Certificates and the Class B Certificates
     pro rata based on the  Fractional  Undivided  Interest in the Class C Trust
     held by each such Class C Certificateholder  and (B) if prior to the end of
     such ten-day period any other Class C Certificateholder fails to notify the
     purchasing   Class   C   Certificateholder    of   such   other   Class   C
     Certificateholder's  desire to  participate  in such a purchase,  then such
     other  Class C  Certificateholder  shall  lose its  right to  purchase  the
     Applicable Certificates pursuant to this Section 4.01(a)

          (iii) each Class D Certificateholder shall have the right (which shall
     not expire upon any  purchase of the  Applicable  Certificates  pursuant to
     clause (i) or (ii)  above) to purchase  all,  but not less than all, of the
     Applicable  Certificates,   the  Class  B  Certificates  and  the  Class  C
     Certificates  upon ten days'  written  notice to the  Trustee,  the Class B
     Trustee,  the Class C Trustee  and each  other  Class D  Certificateholder,
     PROVIDED  that (A) if prior to the end of such  ten-day  period  any  other
     Class   D    Certificateholder    notifies   such   purchasing    Class   D
     Certificateholder  that  such  other  Class D  Certificateholder  wants  to
     participate in such purchase, then such other Class D Certificateholder may
     join with the purchasing Class D Certificateholder to purchase all, but not
     less than all, of the Applicable Certificates, the Class B Certificates and
     the  Class C  Certificates  pro  rata  based  on the  Fractional  Undivided



     Interest  in the Class D Trust held by each such Class D  Certificateholder
     and (B) if  prior  to the end of such  ten-day  period  any  other  Class D
     Certificateholder  fails to notify the purchasing Class D Certificateholder
     of such other Class D  Certificateholder's  desire to participate in such a
     purchase, then such other Class D Certificateholder shall lose its right to
     purchase the Applicable Certificates pursuant to this Section 4.01(a).

          The purchase price with respect to the Applicable  Certificates  shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) if such purchase occurs after
a Record  Date,  such  purchase  price  shall be  reduced  by the  amount  to be
distributed  hereunder on the related  Distribution Date (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class B Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such  purchase  shall be subject to the terms
of  this  Section  4.01(a).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic  Agreement,  upon payment  from such Class B  Certificateholder(s),
Class C Certificateholder(s)  or Class D  Certificateholder(s),  as the case may
be, of the  purchase  price set forth in the first  sentence of this  paragraph,
forthwith sell, assign, transfer and convey to the purchaser(s) thereof (without
recourse,  representation  or warranty of any kind except for its own acts), all
of  the   right,   title,   interest   and   obligation   of   such   Applicable
Certificateholder  in  this  Agreement,   the  Escrow  Agreement,   the  Deposit
Agreement,  the  Intercreditor  Agreement,  the Liquidity  Facilities,  the Note
Documents  and all  Applicable  Certificates  and Escrow  Receipts  held by such
Applicable  Certificateholder (excluding all right, title and interest under any
of the foregoing to the extent such right,  title or interest is with respect to
an  obligation  not then due and payable as  respects  any action or inaction or
state of affairs  occurring  prior to such sale) and the purchaser  shall assume
all of such Applicable Certificateholder's obligations under this Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all such Applicable  Certificates



and Escrow Receipts. The Applicable  Certificates will be deemed to be purchased
on the date payment of the purchase price is made notwithstanding the failure of
the Applicable  Certificateholders  to deliver any Applicable  Certificates and,
upon such a purchase,  (i) the only rights of the Applicable  Certificateholders
will be to deliver the Applicable  Certificates to the  purchaser(s) and receive
the purchase price for such Applicable Certificates and (ii) if the purchaser(s)
shall so request,  such  Applicable  Certificateholder  will comply with all the
provisions  of Section  3.04 of the Basic  Agreement  to enable  new  Applicable
Certificates  to be issued to the  purchaser in such  denominations  as it shall
request.  All charges and expenses in  connection  with the issuance of any such
new Certificates shall be borne by the purchaser thereof.

          As used in this Section 4.01,  the terms "Class B  Certificateholder",
"Class  B  Trust",   "Class  B  Certificate",   "Class  B  Trustee",   "Class  C
Certificate",  "Class C Certificateholder",  "Class C Trust", "Class C Trustee",
"Class D  Certificateholder"  and  "Class D Trust",  shall  have the  respective
meanings assigned to such terms in the Intercreditor Agreement.

          (b) This Section 4.01  supersedes and replaces  Section 6.01(b) of the
Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

          Section 5.01. ACQUISITION OF TRUST PROPERTY. (a) The Trustee is hereby
irrevocably  authorized  and directed to execute and deliver the  Assignment and
Assumption  Agreement on the date specified in Section 7.01 of the Related Trust
Supplement, subject only to the satisfaction of the conditions set forth in said
Section 7.01. This Agreement (except only for the immediately preceding sentence
hereof,  which is effective  upon  execution  and delivery  hereof) shall become
effective  upon the  execution  and delivery of the  Assignment  and  Assumption
Agreement by the Trustee and the Related Trustee,  automatically and without any
further  signature  or action on the part of the  Company and the  Trustee,  and
shall  thereupon  constitute  the legal,  valid and  binding  obligation  of the
parties hereto enforceable against each of the parties hereto in accordance with
its terms.  Upon such  execution and delivery of the  Assignment  and Assumption
Agreement,   the   Related   Trust   shall   be   terminated,   the   Applicable
Certificateholders shall receive beneficial interests in the Applicable Trust in
exchange  for their  interests  in the Related  Trust equal to their  respective
beneficial  interests in the Related Trust and the  "Outstanding" (as defined in
the Related Pass Through Trust Agreement) pass through certificates representing
fractional  undivided  interests  in the  Related  Trust shall be deemed for all
purposes of this Agreement,  without further signature or action of any party or
Certificateholder, to be Certificates representing the same Fractional Undivided



Interests  in the Trust and Trust  Property.  By  acceptance  of its  Applicable
Certificate,  each  Applicable  Certificateholder  consents to and ratifies such
assignment,  transfer and delivery of the trust property of the Related Trust to
the Trustee upon the execution  and delivery of the  Assignment  and  Assumption
Agreement.  The  provisions  of this Section  5.01(a)  supersede and replace the
provisions of Section 2.02 of the Basic Agreement (which are inapplicable to the
Trust), and all provisions of the Basic Agreement relating to Postponed Notes or
Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust.

          (b) The Trustee, upon the execution and delivery of the Assignment and
Assumption  Agreement,  acknowledges  its  acceptance  of all  right,  title and
interest in and to the Trust  Property and declares  that the Trustee  holds and
will hold such right, title and interest for the benefit of all then present and
future  Applicable  Certificateholders,  upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable  Certificate issued to
it under the Related Pass Through  Trust  Agreement and deemed issued under this
Agreement,  each  Holder of any such  Applicable  Certificate  as grantor of the
Applicable Trust thereby joins in the creation and declaration of the Applicable
Trust.  The  provisions  of this  Section  5.01(b)  supersede  and  replace  the
provisions of Section 2.03 of the Basic Agreement (which are inapplicable to the
Trust).

          Section 5.02. [Intentionally Omitted]

          Section 5.03.  THE TRUSTEE.  (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

          (b) Except as herein otherwise provided,  no duties,  responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

          Section  5.04.  REPRESENTATIONS  AND  WARRANTIES  OF THE TRUSTEE.  The
Trustee hereby represents and warrants, on the Transfer Date, that:

          (a) the Trustee has full power,  authority  and legal right to receive
     the Trust Property assigned by the Related Trustee,  assume the obligations



     under,  and perform,  the Assignment and Assumption  Agreement,  this Trust
     Supplement,  the Intercreditor Agreement, the Escrow Agreement and the Note
     Documents  and has taken all  necessary  action to authorize  such receipt,
     assumption   and   performance  by  it  of  this  Trust   Supplement,   the
     Intercreditor  Agreement,  the Escrow  Agreement and the Note  Documents to
     which it is a party;

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

          (c) the  receipt  of the  Trust  Property  under  the  Assignment  and
     Assumption  Agreement and the  performance by the Trustee of the Assignment
     and  Assumption  Agreement,   this  Trust  Supplement,   the  Intercreditor
     Agreement, the Escrow Agreement and the Note Documents will not require the
     authorization, consent, or approval of, the giving of notice to, the filing
     or registration  with, or the taking of any other action in respect of, any
     governmental  authority or agency of the United  States or the state of the
     United  States  where it is located  regulating  the banking and  corporate
     trust activities of the Trustee; and

          (d) The Assignment and Assumption Agreement has been duly executed and
     delivered  by the  Trustee  and this Trust  Supplement,  the  Intercreditor
     Agreement,  the Escrow  Agreement and the Note Documents have been, or will
     be,  as  applicable,  duly  executed  and  delivered  by  the  Trustee  and
     constitute, or will constitute, as applicable, the legal, valid and binding
     agreements of the Trustee,  enforceable against it in accordance with their
     respective terms; PROVIDED,  however, that enforceability may be limited by
     (i)  applicable  bankruptcy,  insolvency,  reorganization,   moratorium  or
     similar laws  affecting the rights of creditors  generally and (ii) general
     principles of equity.



          Section 5.05.  TRUSTEE LIENS.  The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS

          Section   6.01.    SUPPLEMENTAL    AGREEMENTS   WITHOUT   CONSENT   OF
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into
one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

          Section    6.02.    SUPPLEMENTAL    AGREEMENTS    WITH    CONSENT   OF
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.



                                   ARTICLE VII
                              TERMINATION OF TRUST

          Section 7.01.  TERMINATION  OF THE  APPLICABLE  TRUST.  The respective
obligations and  responsibilities of the Company and the Trustee with respect to
the Applicable  Trust shall  terminate upon the  distribution  to all Applicable
Certificateholders  and the Trustee of all amounts required to be distributed to
them pursuant to this Agreement and the disposition of all property held as part
of the Trust Property;  PROVIDED, HOWEVER, that in no event shall the Applicable
Trust  continue  beyond one hundred ten (110)  years  following  the date of the
earliest execution of this Trust Supplement.

          Notice of any termination, specifying the Distribution Date upon which
the Applicable Certificateholders may surrender their Applicable Certificates to
the Trustee for payment of the final  distribution  and  cancellation,  shall be
mailed promptly by the Trustee to Applicable Certificateholders not earlier than
the  60th  day and not  later  than the  15th  day  next  preceding  such  final
Distribution  Date specifying (A) the Distribution  Date upon which the proposed
final payment of the Applicable  Certificates will be made upon presentation and
surrender  of  Applicable  Certificates  at the office or agency of the  Trustee
therein  specified,  (B) the amount of any such proposed final payment,  and (c)
that the Record  Date  otherwise  applicable  to such  Distribution  Date is not
applicable,  payments  being made only upon  presentation  and  surrender of the
Applicable  Certificates  at  the  office  or  agency  of  the  Trustee  therein
specified.  The Trustee shall give such notice to the Registrar at the time such
notice  is  given  to  Applicable  Certificateholders.   Upon  presentation  and
surrender of the Applicable  Certificates  in accordance  with such notice,  the
Trustee  shall cause to be  distributed  to Applicable  Certificateholders  such
final payments.

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



                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

          Section 8.01.  BASIC AGREEMENT  RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

          Section 8.02.  GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF NEW YORK.

          Section 8.03. EXECUTION IN COUNTERPARTS.  This Trust Supplement may be
executed in any number of counterparts,  each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.

          Section 8.04. INTENTION OF PARTIES. The parties hereto intend that the
Applicable Trust be classified for U.S. federal income tax purposes as a grantor
trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue Code of
1986, as amended,  and not as a trust or association taxable as a corporation or
as a  partnership.  Each  Applicable  Certificateholder  and  Investor,  by  its
acceptance  of its  Applicable  Certificate  or a beneficial  interest  therein,
agrees to treat the  Applicable  Trust as a grantor trust for all U.S.  federal,
state  and local  income  tax  purposes.  The  powers  granted  and  obligations
undertaken  pursuant to this  Agreement  shall be so  construed so as to further
such intent.



          IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement  to be duly  executed  by  their  respective  officers  thereto  duly
authorized, as of the day and year first written above.

                                         CONTINENTAL AIRLINES, INC.


                                         By:____________________________________
                                            Name:  Gerald Laderman
                                            Title:  Vice President



                                         WILMINGTON TRUST COMPANY,
                                           as Trustee


                                         By:____________________________________
                                            Name:
                                            Title:

                                                                  EXECUTION COPY






                         TRUST SUPPLEMENT No. 1997-4B-O

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $134,937,000

                Continental Airlines Pass Through Trust 1997-4B-O

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







            This Trust  Supplement No.  1997-4B-O,  dated as of October 23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:

            WHEREAS,  the  Basic  Agreement,   unlimited  as  to  the  aggregate
principal amount of Certificates (unless otherwise specified herein, capitalized
terms used herein without definition having the respective meanings specified in
the Basic  Agreement)  which  may be  issued  thereunder,  has  heretofore  been
executed and delivered;

            WHEREAS,  the Company has obtained  commitments  from Boeing for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance the acquisition of each such
Aircraft either (i) through separate leveraged lease transactions, in which case
the Company will lease such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or
(ii) through separate secured loan transactions,  in which case the Company will
own such Aircraft (collectively, the "OWNED AIRCRAFT");

            WHEREAS,  in the case of each Leased  Aircraft,  each Owner Trustee,
acting on behalf of the corresponding Owner Participant,  will issue pursuant to
an Indenture,  on a non-recourse  basis,  Equipment  Notes in order to finance a
portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft,  the Company will issue
pursuant to an  Indenture,  on a recourse  basis,  Equipment  Notes to finance a
portion of the purchase price of such Owned Aircraft;

            WHEREAS,   the  Trustee   hereby   declares  the  creation  of  this
Continental  Airlines Pass Through Trust 1997-4B-O (the "APPLICABLE  TRUST") for
the benefit of the  Applicable  Certificateholders,  and the initial  Applicable
Certificateholders  as the grantors of the Applicable Trust, by their respective
acceptances  of  the  Applicable  Certificates,  join  in  the  creation  of the
Applicable Trust with the Trustee;

            WHEREAS,  all Certificates to be issued by the Applicable Trust will
evidence fractional  undivided interests in the Applicable Trust and will convey
no rights, benefits or interests in respect of any property other than the Trust
Property  except  for those  Certificates  to which an Escrow  Receipt  has been
affixed;




            WHEREAS,    the   Escrow   Agent   and   the    Underwriters    have
contemporaneously  herewith  entered  into an Escrow  Agreement  with the Escrow
Paying Agent  pursuant to which the  Underwriters  have  delivered to the Escrow
Agent  the  proceeds  from  the  sale of the  Applicable  Certificates  and have
irrevocably  instructed  the Escrow  Agent to  withdraw  and pay funds from such
proceeds  upon  request  and proper  certification  by the  Trustee to  purchase
Equipment  Notes as the  Aircraft  are  delivered  by Boeing  under the Aircraft
Purchase  Agreement from time to time prior to the Delivery  Period  Termination
Date;

            WHEREAS,   the   Escrow   Agent   on   behalf   of  the   Applicable
Certificateholders  has  contemporaneously   herewith  entered  into  a  Deposit
Agreement with the Depositary under which the Deposits  referred to therein will
be made and from which it will  withdraw  funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;

            WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "AGREEMENT") and the Note Purchase
Agreement,  upon or shortly  following  delivery of an Aircraft,  the Trustee on
behalf  of  the  Applicable  Trust,  using  funds  withdrawn  under  the  Escrow
Agreement,  shall purchase one or more Equipment  Notes having the same interest
rate as, and final  maturity date not later than the final Regular  Distribution
Date of,  the  Applicable  Certificates  issued  hereunder  and shall  hold such
Equipment Notes in trust for the benefit of the Applicable Certificateholders;

            WHEREAS,  all of the conditions and  requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

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

            NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

            Section 1.01. THE CERTIFICATES.  There is hereby created a series of
Certificates to be issued under the Agreement to be  distinguished  and known as



"6.90%  Continental  Airlines  Pass  Through  Certificates,   Series  1997-4B-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

            The terms and conditions  applicable to the Applicable  Certificates
are as follows:

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be  authenticated  under the Agreement  (except for  Applicable
      Certificates  authenticated and delivered  pursuant to Sections 3.03, 3.04
      and 3.06 of the Basic Agreement) is $134,937,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means January 2 and July 2 of each year,  commencing on
      January 2, 1998, until payment of all of the Scheduled Payments to be made
      under the Equipment Notes has been made.

            (c) The Special  Distribution  Dates with respect to the  Applicable
      Certificates  means any Business  Day on which a Special  Payment is to be
      distributed pursuant to the Agreement.

            (d) At the Escrow Agent's  request under the Escrow  Agreement,  the
      Trustee shall affix the  corresponding  Escrow Receipt to each  Applicable
      Certificate.  In any event,  any  transfer or  exchange of any  Applicable
      Certificate shall also effect a transfer or exchange of the related Escrow
      Receipt.  Prior to the Final  Withdrawal  Date, no transfer or exchange of
      any Applicable  Certificate  shall be permitted  unless the  corresponding
      Escrow  Receipt  is  attached  thereto  and  also  is  so  transferred  or
      exchanged.  By acceptance of any Applicable Certificate to which an Escrow
      Receipt  is  attached,  each  Holder  of  such an  Applicable  Certificate
      acknowledges  and  accepts  the  restrictions  on  transfer  of the Escrow
      Receipt set forth herein and in the Escrow Agreement.

            (e) (i) The  Applicable  Certificates  shall be in the form attached
      hereto as Exhibit A. Any  Person  acquiring  or  accepting  an  Applicable
      Certificate  or  an  interest   therein  will,  by  such   acquisition  or
      acceptance,  be deemed to represent  and warrant to and for the benefit of
      each Owner  Participant  and the Company  that either (i) the assets of an
      employee benefit plan subject to Title I of the Employee Retirement Income
      Security  Act of 1974,  as  amended  ("ERISA"),  or of a plan  subject  to
      Section  4975 of the  Internal  Revenue  Code of  1986,  as  amended  (the
      "Code"),  have not been used to  purchase  Applicable  Certificates  or an
      interest   therein  or  (ii)  the  purchase  and  holding  of   Applicable



      Certificates  is exempt from the prohibited  transaction  restrictions  of
      ERISA  and  the  Code  pursuant  to one  or  more  prohibited  transaction
      statutory or administrative exemptions.

            (ii) The Applicable  Certificates  shall be Book-Entry  Certificates
      and  shall  be  subject  to the  conditions  set  forth in the  Letter  of
      Representations  between  the  Company and the  Clearing  Agency  attached
      hereto as Exhibit B.

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

            (g)  The  Applicable  Certificates  will  have  the  benefit  of the
      Liquidity Facility.

            (h)   The Responsible Party is the Company.

            (i) The particular  "sections of the Note Purchase  Agreement",  for
      purposes of clause (3) of Section 7.07 of the Basic Agreement, are Section
      8.1 (with  respect to Owned  Aircraft)  and Section  9.1 (with  respect to
      Leased Aircraft) of each Note Purchase Agreement.


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings:

            AGREEMENT:  Has the meaning specified in the recitals hereto.

            AIRCRAFT:  Means each of the New Aircraft or Substitute  Aircraft in
      respect of which a  Participation  Agreement is entered into in accordance
      with the Note Purchase Agreement.

            AIRCRAFT PURCHASE  AGREEMENT:  Has the meaning specified in the Note
      Purchase Agreement.

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

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




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

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

            BOEING:  Means The Boeing Company.

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

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

            DELIVERY  DATE:  Has the  meaning  specified  in the  Note  Purchase
      Agreement.

            DELIVERY  NOTICE:  Has the meaning  specified  in the Note  Purchase
      Agreement.

            DELIVERY PERIOD  TERMINATION DATE: Means the earlier of (a) December
      31, 1998,  or, if the Equipment  Notes relating to all of the New Aircraft
      (or  Substitute  Aircraft in lieu thereof) have not been  purchased by the
      Applicable  Trust and the Other Trusts on or prior to such date due to any
      reason  beyond  the  control  of the  Company  and not  occasioned  by the
      Company's  fault or negligence,  May 31, 1999  (PROVIDED  that, if a labor
      strike  occurs  at  Boeing  on or prior to  either  or both of such  dates
      referred  to in this clause (a),  such date or dates on or  following  the
      commencement of such strike shall be extended by adding thereto the number
      of days that such  strike  continued  in effect) and (b) the date on which
      Equipment  Notes  issued  with  respect  to all of the  New  Aircraft  (or
      Substitute Aircraft in lieu thereof) have been purchased by the Applicable
      Trust and the Other Trusts in accordance with the Note Purchase Agreement.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT  AGREEMENT:  Means the Deposit Agreement dated as of October
      23, 1997 relating to the  Applicable  Certificates  between the Depositary
      and  the  Escrow  Agent,  as the  same  may be  amended,  supplemented  or
      otherwise modified from time to time in accordance with its terms.




            DEPOSITARY:  Means Credit Suisse First Boston, New York branch.

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

            ESCROW  AGENT:  Means,  initially,  First  Security  Bank,  National
      Association,  and any  replacement  or  successor  therefor  appointed  in
      accordance with the Escrow Agreement.

            ESCROW AGREEMENT:  Means the Escrow and Paying Agent Agreement dated
      as of October 23, 1997 relating to the Applicable Certificates,  among the
      Escrow Agent,  the Escrow Paying Agent, the Trustee and  Underwriters,  as
      the same may be amended,  supplemented or otherwise  modified from time to
      time in accordance with its terms.

            ESCROW PAYING  AGENT:  Means the Person acting as paying agent under
      the Escrow Agreement.

            ESCROW RECEIPT:  Means the receipt substantially in the form annexed
      to the Escrow Agreement  representing a fractional  undivided  interest in
      the funds held in escrow thereunder.

            FINAL MATURITY DATE:  Means July 2, 2018.

            FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

            FINAL  WITHDRAWAL  DATE:  Has the  meaning  specified  in the Escrow
      Agreement.

            FINAL WITHDRAWAL  NOTICE:  Has the meaning specified in Section 5.02
      of this Trust Supplement.

            INDENTURE: Means each of the separate trust indentures and mortgages
      relating to the  Aircraft,  each as  specified  or described in a Delivery
      Notice  delivered  pursuant to the Note Purchase  Agreement or the related
      Participation  Agreement,  in  each  case  as the  same  may  be  amended,
      supplemented  or otherwise  modified from time to time in accordance  with
      its terms.




            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of October 23, 1997 among the Trustee,  the Other Trustees,  the Liquidity
      Providers,  the liquidity  providers  relating to the Certificates  issued
      under (and as defined  in) each of the Other  Agreements,  and  Wilmington
      Trust  Company,  as  Subordination  Agent and as  trustee  thereunder,  as
      amended,   supplemented  or  otherwise  modified  from  time  to  time  in
      accordance with its terms.

            INVESTORS:  Means  the  Underwriters  together  with all  subsequent
      beneficial owners of the Applicable Certificates.

            LEASE:  Means,  with  respect  to each  Leased  Aircraft,  the lease
      between an Owner Trustee,  as the lessor, and the Company,  as the lessee,
      referred  to in the  related  Indenture,  as such  lease  may be  amended,
      supplemented or otherwise modified in accordance with its terms.

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

            LIQUIDITY FACILITIES: Means, initially, each of the Revolving Credit
      Agreements  dated  as of  October  23,  1997  relating  to the  Applicable
      Certificates, between a Liquidity Provider and Wilmington Trust Company as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V., acting
      through its Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
      acting  through its New York branch,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW  AIRCRAFT:  Has  the  meaning  specified  in the  Note  Purchase
      Agreement.

            NOTE DOCUMENTS:  With respect to any Equipment  Note,  means (i) the
      Indenture and the Participation Agreement relating to such Equipment Note,
      and (ii) in the case of any Equipment  Note related to a Leased  Aircraft,
      the Lease relating to such Leased Aircraft.

            NOTE PURCHASE AGREEMENT:  Means the Note Purchase Agreement dated as
      of October 23, 1997 among the Trustee,  the Other  Trustees,  the Company,
      the Escrow  Agent,  the Escrow Paying Agent and the  Subordination  Agent,
      providing for, among other things,  the purchase of Equipment Notes by the



      Trustee on behalf of the Trust,  as the same may be amended,  supplemented
      or otherwise modified from time to time, in accordance with its terms.

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

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1997-4A-O  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1997-4A-O  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1997-4C-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 1997-4C-O.

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

            OTHER  TRUSTS:  Means the  Continental  Airlines  Pass Through Trust
      1997-4A-O and the Continental Airlines Pass Through Trust 1997-4C-O,  each
      created on the date hereof.

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

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

            OWNER  TRUSTEE:  With respect to any  Equipment  Note  relating to a
      Leased  Aircraft,  means  the  "Owner  Trustee",  as  referred  to in  the
      Indenture  pursuant  to which such  Equipment  Note is issued,  not in its
      individual capacity but solely as trustee; and OWNER TRUSTEES means all of
      the Owner Trustees party to any of the Indentures.

            PARTICIPATION  AGREEMENT:  Means each Participation  Agreement to be
      entered into by the Trustee  pursuant to the Note Purchase  Agreement,  as
      the same may be amended,  supplemented or otherwise modified in accordance
      with its terms.

            POOL BALANCE: Means, as of any date, (i) the original aggregate face
      amount of the Applicable  Certificates  less (ii) the aggregate  amount of
      all payments made in respect of such Applicable Certificates or in respect
      of  Deposits  other than  payments  made in respect of interest or premium
      thereon or reimbursement  of any costs or expenses  incurred in connection



      therewith.  The Pool Balance as of any Distribution Date shall be computed
      after  giving  effect to any special  distribution  with respect to unused
      Deposits,  payment of  principal  of the  Equipment  Notes or payment with
      respect to other Trust Property and the distribution thereof to be made on
      that date.

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated October
      16, 1997 relating to the offering of the Certificates.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1997-4B-S dated the date hereof
      relating to the  Continental  Airlines  Pass Through  Trust  1997-4B-S and
      entered  into by the  Company and the  Trustee,  which  agreement  becomes
      effective upon the execution and delivery of the Assignment and Assumption
      Agreement pursuant to Section 7.01 of this Trust Supplement.

            RELATED TRUST:  Means the Continental  Pass Through Trust 1997-4B-S,
      to be formed under the Related Pass Through Trust Agreement.

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

            SPECIAL REDEMPTION PREMIUM: Means the premium payable by the Company
      in  respect  of  the  Final  Withdrawal  pursuant  to  the  Note  Purchase
      Agreement.

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

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the Note Purchase
      Agreement.

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




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

            TRUST PROPERTY:  Means (i) subject to the  Intercreditor  Agreement,
      the  Equipment  Notes held as the property of the  Applicable  Trust,  all
      monies at any time  paid  thereon  and all  monies  due and to become  due
      thereunder,  (ii) funds  from time to time  deposited  in the  Certificate
      Account and the Special Payments Account and, subject to the Intercreditor
      Agreement,  any proceeds from the sale by the Trustee  pursuant to Article
      VI of the Basic  Agreement of any  Equipment  Note and (iii) all rights of
      the Applicable Trust and the Trustee,  on behalf of the Applicable  Trust,
      under the Intercreditor Agreement, the Escrow Agreement, the Note Purchase
      Agreement and the Liquidity Facilities, including, without limitation, all
      rights to receive certain payments thereunder,  and all monies paid to the
      Trustee on behalf of the Applicable  Trust  pursuant to the  Intercreditor
      Agreement or the Liquidity  Facilities,  PROVIDED that rights with respect
      to the  Deposits  or under the Escrow  Agreement,  except for the right to
      direct  withdrawals for the purchase of Equipment Notes to be held herein,
      will not constitute Trust Property.

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      October 16, 1997 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section  3.01.  ADDITIONS TO ARTICLE IV OF THE BASIC  Agreement.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

            (a) Upon the  payment of Special  Redemption  Premium to the Trustee
      under the Note  Purchase  Agreement,  the Trustee,  upon receipt  thereof,
      shall immediately  deposit the aggregate amount of such Special Redemption
      Premium in the Special Payments Account;

            (b) The  distribution  of amounts of Special  Redemption  Premium as
      provided  for in Section  4.02(b) of the Basic  Agreement  shall be on the



      Special  Distribution Date with respect to such Special Payment or as soon
      thereafter  as the Trustee has  confirmed  receipt of the related  Special
      Redemption Premium;

            (c) In the event of the payment of a Special  Redemption  Premium by
      the Company to the Trustee under the Note Purchase  Agreement,  the notice
      provided for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
      together  with the notice by the Escrow Paying Agent under Section 2.06 of
      the  Escrow  Agreement,  not  less  than  15  days  prior  to the  Special
      Distribution Date for such amount,  which Special  Distribution Date shall
      be the Final Withdrawal Date; and

            (d) The last sentence of the first  paragraph of Section  4.02(c) of
      the  Basic  Agreement  shall  apply  equally  if  the  amount  of  Special
      Redemption Premium, if any, has not ben calculated at the time the Trustee
      mails notice of a Special Payment.

            Section 3.02.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special Payment, including any Special Redemption Premium,  reflecting
in part the  information  provided by the Escrow  Paying  Agent under the Escrow
Agreement).  Such statement  shall set forth (per $1,000 face amount  Applicable
Certificate as to (ii), (iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds  distributed on such  Distribution
      Date under the Agreement and under the Escrow  Agreement,  indicating  the
      amount allocable to each source;

            (ii) the amount of such distribution  under the Agreement  allocable
      to principal and the amount  allocable to premium  (including  the Special
      Redemption Premium), if any;

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

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

            (v) the  amount  of such  distribution  under the  Escrow  Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.




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

            (b)  Within  a  reasonable  period  of  time  after  the end of each
calendar  year but not later than the latest date  permitted by law, the Trustee
shall  furnish to each Person who at any time during such  calendar  year was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

            (c) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-51 of the  Prospectus  Supplement,  and
(ii) any early  redemption  or  purchase  of, or any  default in the  payment of
principal  or  interest in respect  of, any of the  Equipment  Notes held in the
Applicable  Trust,  or any  Final  Withdrawal,  the  Trustee  shall  furnish  to
Applicable  Certificateholders  of record on such date a statement setting forth
(x) the expected Pool Balances for each  subsequent  Regular  Distribution  Date
following the Delivery Period Termination Date, (y) the related Pool Factors for
such  Regular  Distribution  Dates and (z) the expected  principal  distribution
schedule of the Equipment Notes, in the aggregate, held as Trust Property at the
date of such notice. With respect to the Applicable  Certificates  registered in
the name of a Clearing  Agency,  on the Delivery  Period  Termination  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such
Clearing Agency's books as holding  interests in the Applicable  Certificates on
such date. The Trustee will mail to each such Clearing  Agency  Participant  the
statement described above and will make available additional copies as requested
by such Clearing  Agency  Participant  for forwarding to holders of interests in
the Applicable Certificates.




            (d) This Section 3.02  supersedes  and replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence  and during the  continuance  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in Section  6.01(b) of the Basic  Agreement,  all,  but not less
than all, of the Class A Certificates upon ten days' written notice to the Class
A Trustee  and each other  Applicable  Certificateholder,  provided  that (i) if
prior to the end of such ten day period any other  Applicable  Certificateholder
notifies such purchasing Applicable Certificateholder that such other Applicable
Certificateholder  wants  to  participate  in such  purchase,  then  such  other
Applicable   Certificateholder   may  join   with  the   purchasing   Applicable
Certificateholder  to  purchase  all,  but not less  than  all,  of the  Class A
Certificates  pro  rata  based  on  the  Fractional  Undivided  Interest  in the
Applicable  Trust  held by each such  Applicable  Certificateholder  and (ii) if
prior to the end of such ten-day period any other  Applicable  Certificateholder
fails to  notify  the  purchasing  Applicable  Certificateholder  of such  other
Applicable  Certificateholder's  desire to participate in such a purchase,  then
such other  Applicable  Certificateholder  shall lose its right to purchase  the
Class A Certificates pursuant to this Section 4.01(a); and

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation of a Triggering Event,

            (i) each Class C Certificateholder shall have the right (which shall
      not expire  upon any  purchase  of the Class A  Certificates  pursuant  to
      clause  (a)  above)  to  purchase  all,  but not  less  than  all,  of the
      Applicable  Certificates  and the  Class A  Certificates  upon  ten  days'
      written notice to the Trustee,  the Class A Trustee and each other Class C
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class C Certificateholder  notifies such purchasing Class
      C  Certificateholder  that such other Class C  Certificateholder  wants to
      participate  in such purchase,  then such other Class C  Certificateholder
      may join with the purchasing  Class C  Certificateholder  to purchase all,
      but not less  than all,  of the  Applicable  Certificates  and the Class A
      Certificates  pro rata based on the Fractional  Undivided  Interest in the
      Class C Trust held by each such Class C Certificateholder and (B) if prior
      to the end of such  ten-day  period  any other  Class C  Certificateholder
      fails to notify the  purchasing  Class C  Certificateholder  of such other
      Class C Certificateholder's desire to participate in such a purchase, then



      such other Class C Certificateholder  shall lose its right to purchase the
      Applicable Certificates pursuant to this Section 4.01(b).

            (ii) each  Class D  Certificateholder  shall  have the right  (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause  (a) above or clause (i) above) to  purchase  all,  but not less
      than all, of the Applicable Certificates, the Class A Certificates and the
      Class C  Certificates  upon ten days' written  notice to the Trustee,  the
      Class  A  Trustee,   the  Class  C  Trustee   and  each   other   Class  D
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class D Certificateholder  notifies such purchasing Class
      D  Certificateholder  that such other Class D  Certificateholder  wants to
      participate  in such purchase,  then such other Class D  Certificateholder
      may join with the purchasing  Class D  Certificateholder  to purchase all,
      but not  less  than  all,  of the  Applicable  Certificates,  the  Class A
      Certificates and the Class C Certificates pro rata based on the Fractional
      Undivided  Interest  in the  Class D  Trust  held  by  each  such  Class D
      Certificateholder  and (B) if prior to the end of such ten-day  period any
      other Class D  Certificateholder  fails to notify the  purchasing  Class D
      Certificateholder  of such  other  Class D  Certificateholder's  desire to
      participate in such a purchase,  then such other Class D Certificateholder
      shall lose its right to purchase the Applicable  Certificates  pursuant to
      this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) if such purchase occurs after
a Record  Date,  such  purchase  price  shall be  reduced  by the  amount  to be
distributed  hereunder on the related  Distribution Date (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class A Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such  purchase  shall be subject to the terms



of  this  Section  4.01(b).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic Agreement,  upon payment from such Class C Certificateholder(s)  or
Class D  Certificateholder(s),  as the case may be,  of the  purchase  price set
forth in the first sentence of this paragraph,  forthwith sell, assign, transfer
and convey to the purchaser(s)  thereof  (without  recourse,  representation  or
warranty of any kind except for its own acts), all of the right, title, interest
and  obligation of such  Applicable  Certificateholder  in this  Agreement,  the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all Applicable  Certificates  and
Escrow Receipts held by such Applicable  Certificateholder (excluding all right,
title and interest under any of the foregoing to the extent such right, title or
interest is with respect to an  obligation  not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale) and the
purchaser  shall assume all of such Applicable  Certificateholder's  obligations
under  this  Agreement,   the  Escrow  Agreement,  the  Deposit  Agreement,  the
Intercreditor  Agreement,  the Liquidity Facilities,  the Note Documents and all
such Applicable  Certificates and Escrow Receipts.  The Applicable  Certificates
will be deemed to be purchased on the date payment of the purchase price is made
notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (i) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (ii) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

            As used in this  Section  4.01,  the terms,  "Class A  Certificate",
"Class A  Trustee",  "Class C  Certificateholder",  "Class  C  Trust",  "Class C
Certificate""Class C Trustee",  "Class D Certificateholder" and "Class D Trust",
shall have the respective  meanings  assigned to such terms in the Intercreditor
Agreement.

            (c)  Except  as  expressly  set  forth  above,   this  Section  4.01
supersedes and replaces Section 6.01(b) of the Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

            Section 5.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement  and the Note  Purchase  Agreement on or prior to the Issuance
Date,  each in the form delivered to the Trustee by the Company and (ii) subject



to the respective  terms thereof,  to perform its obligations  thereunder.  Upon
request of the Company and the satisfaction or waiver of the closing  conditions
specified in the  Underwriting  Agreement,  the Trustee shall execute,  deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations
equalling in the aggregate the amount set forth,  with respect to the Applicable
Trust,  in  Schedule  II to the  Underwriting  Agreement  evidencing  the entire
ownership  interest in the  Applicable  Trust,  which amount  equals the maximum
aggregate  principal  amount of  Equipment  Notes which may be  purchased by the
Trustee pursuant to the Note Purchase Agreement.  Except as provided in Sections
3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall not execute,
authenticate  or  deliver  Applicable  Certificates  in excess of the  aggregate
amount specified in this paragraph.

            (b) On or after the Issuance Date, the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Delivery Date as to which such Delivery  Notice  relates
(the "APPLICABLE  DELIVERY  DATE"),  the Trustee shall (as and when specified in
the Delivery  Notice)  instruct the Escrow Agent to provide a Notice of Purchase
Withdrawal  to the  Depositary  requesting  (A)  the  withdrawal  of one or more
Deposits on the  Applicable  Delivery Date in accordance  with and to the extent
permitted by the terms of the Escrow Agreement and the Deposit Agreement and (B)
the payment of all, or a portion, of such Deposit or Deposits in an amount equal
in the aggregate to the purchase price of such  Equipment  Notes to or on behalf
of the Owner Trustee or the Company,  as the case may be, issuing such Equipment
Notes, all as shall be described in the Delivery  Notice.  The Trustee shall (as
and when specified in such Delivery Notice), subject to the conditions set forth
in  Section  2 of the  Note  Purchase  Agreement,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   AGREEMENT")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the Note Purchase  Agreement,  then the Trustee shall
give the Depositary  (with a copy to the Escrow Agent) a notice of  cancellation
of such Notice of Purchase  Withdrawal  relating to such  Deposit or Deposits on
such Applicable Delivery Date. Upon satisfaction of the conditions  specified in
the Note Purchase  Agreement and the  Applicable  Participation  Agreement,  the
Trustee shall purchase the applicable  Equipment  Notes with the proceeds of the
withdrawals  of one or more  Deposits  made on the  Applicable  Delivery Date in
accordance with the terms of the Deposit Agreement and the Escrow Agreement. The
purchase price of such Equipment Notes shall equal the principal  amount of such
Equipment  Notes.  Amounts  withdrawn from such Deposit or Deposits in excess of
the purchase  price of the  Equipment  Notes or to the extent not applied on the
Applicable  Delivery Date to the purchase price of the Equipment Notes, shall be
re-deposited by the Trustee with the Depositary on the Applicable  Delivery Date
in accordance  with the terms of the Deposit  Agreement.  The provisions of this
Section  5.01(b)  supersede  and replace the  provisions  of Section 2.02 of the



Basic Agreement (which are inapplicable to the Trust), and all provisions of the
Basic  Agreement  relating  to  Postponed  Notes and  Section  2.02 of the Basic
Agreement shall not apply to the Applicable Trust.

            Section  5.02.  WITHDRAWAL  OF  DEPOSITS.  If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, (i) (A) the
Trustee  shall give the Escrow Agent  notice that the  Trustee's  obligation  to
purchase  Equipment  Notes under the Note Purchase  Agreement has terminated and
instruct  the  Escrow  Agent to  provide  a notice  of Final  Withdrawal  to the
Depositary  substantially in the form of Exhibit B to the Deposit Agreement (the
"FINAL  WITHDRAWAL  NOTICE")  and (B) the  Trustee  will make a demand  upon the
Company  under the Note  Purchase  Agreement  for an amount equal to the Special
Redemption Premium, such payment to be made on the Final Withdrawal Date.

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

            (b) Except as herein otherwise provided, no duties, responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

            Section 5.04.  REPRESENTATIONS  AND  WARRANTIES OF THE TRUSTEE.  The
Trustee hereby represents and warrants that:

            (a) the  Trustee  has  full  power,  authority  and  legal  right to
      execute,  deliver and perform this Trust Supplement,  the Escrow Agreement
      and the Note  Documents to which it is a party and has taken all necessary
      action to authorize the execution,  delivery and performance by it of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party;

            (b) the execution,  delivery and  performance by the Trustee of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party (i) will not violate any provision of any United States federal
      law or the law of the  state of the  United  States  where  it is  located
      governing the banking and trust powers of the Trustee or any order,  writ,
      judgment,  or decree of any court,  arbitrator or  governmental  authority



      applicable to the Trustee or any of its assets,  (ii) will not violate any
      provision of the articles of  association  or by-laws of the Trustee,  and
      (iii) will not violate any  provision of, or  constitute,  with or without
      notice or lapse of time,  a default  under,  or result in the  creation or
      imposition of any lien on any  properties  included in the Trust  Property
      pursuant to the provisions of any mortgage, indenture, contract, agreement
      or other undertaking to which it is a party,  which violation,  default or
      lien  could  reasonably  be  expected  to have an  adverse  effect  on the
      Trustee's  performance  or  ability to perform  its  duties  hereunder  or
      thereunder or on the transactions contemplated herein or therein;

            (c) the execution,  delivery and  performance by the Trustee of this
      Trust Supplement,  the Escrow Agreement and the Note Documents to which it
      is a party will not require the  authorization,  consent,  or approval of,
      the giving of notice to, the filing or registration with, or the taking of
      any other  action in respect of, any  governmental  authority or agency of
      the United  States or the state of the United  States  where it is located
      regulating the banking and corporate trust activities of the Trustee; and

            (d)  this  Trust  Supplement,  the  Escrow  Agreement  and the  Note
      Documents  to which it is a party  have been,  or will be, as  applicable,
      duly  executed  and  delivered  by the  Trustee  and  constitute,  or will
      constitute, as applicable,  the legal, valid and binding agreements of the
      Trustee, enforceable against it in accordance with their respective terms;
      PROVIDED,  HOWEVER,  that  enforceability may be limited by (i) applicable
      bankruptcy,  insolvency,   reorganization,   moratorium  or  similar  laws
      affecting the rights of creditors generally and (ii) general principles of
      equity.

            Section 5.05. TRUSTEE LIENS. The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its
individual  capacity and which is unrelated to the transactions  contemplated by
the Intercreditor Agreement or the Note Purchase Agreement.


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS

            Section 6.01.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into



one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

            Section  6.02.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

            Section 7.01.  TERMINATION OF THE TRUST. The respective  obligations
and  responsibilities  of the  Company  and  the  Trustee  with  respect  to the
Applicable  Trust shall  terminate upon the earlier of (A) the completion of the
assignment,  transfer  and  discharge  described  in the first  sentence  of the
immediately   following   paragraph  and  (B)  distribution  to  all  Applicable
Certificateholders  and the Trustee of all amounts required to be distributed to
them pursuant to this Agreement and the disposition of all property held as part
of the Trust Property;  PROVIDED, HOWEVER, that in no event shall the Applicable
Trust  continue  beyond one hundred ten (110)  years  following  the date of the
execution of this Trust Supplement.

            Upon the earlier of (i) the first  Business Day  following  December
31, 1998,  or, if later,  the fifth  Business Day following the Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "Transfer Date"), or, if later, the date



on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

            (i) The Trustee, the Related Trustee and each of the Rating Agencies
      then rating the Applicable  Certificates  shall have received an Officer's
      Certificate and an Opinion of Counsel dated the date of the Assignment and
      Assumption  Agreement and each satisfying the requirements of Section 1.02
      of the Basic Agreement, which Opinion of Counsel shall be substantially to
      the effect set forth below and may be relied upon by the Beneficiaries (as
      defined in the Assignment and Assumption Agreement):

                        (a) upon  the  execution  and  delivery  thereof  by the
            parties  thereto in accordance  with the terms of this Agreement and
            the  Related  Pass  Through  Trust  Agreement,  the  Assignment  and
            Assumption   Agreement   will   constitute  the  valid  and  binding
            obligation of each of the parties thereto  enforceable  against each
            such party in accordance with its terms;

                        (b) upon the  execution  and delivery of the  Assignment
            and  Assumption  Agreement  in  accordance  with  the  terms of this
            Agreement and the Related Pass Through Trust Agreement,  each of the
            Applicable  Certificates  then  Outstanding  will be entitled to the
            benefits of the Related Pass Through Trust Agreement;

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

                        (d) the Related Pass Through Trust Agreement constitutes
            the valid and binding obligation of the Company  enforceable against
            the Company in accordance with its terms; and

                        (e) neither the execution and delivery of the Assignment
            and  Assumption  Agreement  in  accordance  with  the  terms of this
            Agreement  and the Related Pass  Through  Trust  Agreement,  nor the
            consummation by the parties thereto of the transactions contemplated
            to be consummated  thereunder on the date thereof,  will violate any
            law or  governmental  rule or regulation of the State of New York or
            the United  States of America known to such counsel to be applicable



            to the  transactions  contemplated  by the Assignment and Assumption
            Agreement.

            (ii) The Trustee and the Company  shall have  received (x) a copy of
      the articles of incorporation  and bylaws of the Related Trustee certified
      as of the Transfer  Date by the  Secretary or Assistant  Secretary of such
      institution  and  (y) a copy  of the  filing  (including  all  attachments
      thereto) made by the  institution  serving as the Related Trustee with the
      Office of the Superintendent, State of New York Banking Department for the
      qualification  of the Related Trustee under Section 131(3) of the New York
      Banking Law.

Upon the execution of the  Assignment  and  Assumption  Agreement by the parties
thereto,   the   Applicable   Trust   shall  be   terminated,   the   Applicable
Certificateholders  shall receive  beneficial  interests in the Related Trust in
exchange for their interests in the Applicable  Trust equal to their  respective
beneficial  interests in the Applicable  Trust,  and the Outstanding  Applicable
Certificates representing Fractional Undivided Interests in the Applicable Trust
shall be deemed for all purposes of this  Agreement and the Related Pass Through
Trust Agreement,  without further signature or action of any party or Applicable
Certificateholder, to be certificates representing the same fractional undivided
interests in the Related  Trust and its trust  property.  By  acceptance  of its
Applicable  Certificate,  each  Applicable  Certificateholder  consents  to such
assignment,  transfer and  delivery of the Trust  Property to the trustee of the
Related Trust upon the execution and delivery of the  Assignment  and Assumption
Agreement.

            In connection  with the  occurrence of the event set forth in clause
(B) above,  notice of such  termination,  specifying the Distribution  Date upon
which  the  Applicable   Certificateholders   may  surrender  their   Applicable
Certificates  to  the  Trustee  for  payment  of  the  final   distribution  and
cancellation,   shall  be  mailed   promptly  by  the   Trustee  to   Applicable
Certificateholders not earlier than the 60th day and not later than the 15th day
next preceding such final Distribution Date specifying (A) the Distribution Date
upon which the proposed  final payment of the  Applicable  Certificates  will be
made upon presentation and surrender of Applicable Certificates at the office or
agency of the Trustee  therein  specified,  (B) the amount of any such  proposed
final  payment,  and (c) that  the  Record  Date  otherwise  applicable  to such
Distribution Date is not applicable,  payments being made only upon presentation
and  surrender  of the  Applicable  Certificates  at the office or agency of the
Trustee therein  specified.  The Trustee shall give such notice to the Registrar
at the  time  such  notice  is  given  to  Applicable  Certificateholders.  Upon
presentation  and surrender of the Applicable  Certificates  in accordance  with
such  notice,   the  Trustee  shall  cause  to  be   distributed  to  Applicable
Certificateholders such final payments.

            In the event that all of the Applicable Certificateholders shall not
surrender their Applicable Certificates for cancellation within six months after



the date specified in the above-mentioned written notice, the Trustee shall give
a second  written  notice  to the  remaining  Applicable  Certificateholders  to
surrender their  Applicable  Certificates for cancellation and receive the final
distribution  with respect thereto.  No additional  interest shall accrue on the
Applicable  Certificates  after the  Distribution  Date  specified  in the first
written notice.  In the event that any money held by the Trustee for the payment
of distributions on the Applicable  Certificates  shall remain unclaimed for two
years (or such lesser time as the Trustee shall be satisfied,  after sixty days'
notice from the Company, is one month prior to the escheat period provided under
applicable  law) after the final  distribution  date with respect  thereto,  the
Trustee shall pay to each Loan Trustee the appropriate  amount of money relating
to such Loan Trustee and shall give written  notice thereof to the related Owner
Trustees, the Owner Participants and the Company.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

            Section  8.02.  GOVERNING  LAW. THIS  AGREEMENT  AND THE  APPLICABLE
CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH THE LAWS OF
THE STATE OF DELAWARE.

            Section 8.03.  EXECUTION IN COUNTERPARTS.  This Trust Supplement may
be executed in any number of  counterparts,  each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  Trust be classified  for U.S.  federal income tax purposes as a
grantor trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue
Code of  1986,  as  amended,  and not as a trust  or  association  taxable  as a
corporation or as a partnership. Each Applicable Certificateholder and Investor,
by its  acceptance  of  its  Applicable  Certificate  or a  beneficial  interest
therein,  agrees to treat the  Applicable  Trust as a grantor trust for all U.S.
federal, state and local income tax purposes. The powers granted and obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.




            IN WITNESS  WHEREOF,  the Company  and the Trustee  have caused this
Trust Supplement to be duly executed by their  respective  officers thereto duly
authorized, as of the day and year first written above.


                                        CONTINENTAL AIRLINES, INC.


                                        By:_____________________________________
                                           Name:   Gerald Laderman
                                           Title:  Vice President



                                        WILMINGTON TRUST COMPANY,
                                             as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:





                                    EXHIBIT A


                               FORM OF CERTIFICATE


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



              CONTINENTAL AIRLINES PASS THROUGH TRUST 1997-4B-O

      6.90% Continental Airlines Pass Through Certificate, Series 1997-4B-O


                         Issuance Date: October 23, 1997

                Final Expected Distribution Date: January 2, 2017

               Evidencing A Fractional  Undivided Interest In The
               Continental Airlines Pass Through Trust 1997-4B-O,
               The Property Of Which Includes  Certain  Equipment
               Notes  Each  Secured By An  Aircraft  Leased To Or
               Owned By Continental Airlines, Inc.


Certificate
No. _________     $______________  Fractional  Undivided  Interest  representing
                  0.____% of the Trust per $1,000 face amount

            THIS CERTIFIES THAT ___________________________, for value received,
is  the  registered  owner  of  a  $________________  (_______________  dollars)
Fractional  Undivided  Interest in the  Continental  Airlines Pass Through Trust
1997-4B-O (the "TRUST")  created by Wilmington  Trust  Company,  as trustee (the

________________

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




"Trustee"),  pursuant to a Pass Through Trust  Agreement,  dated as of September
25, 1997 (the "BASIC AGREEMENT"),  between the Trustee and Continental Airlines,
Inc.,  a  Delaware  corporation  (the  "Company"),   as  supplemented  by  Trust
Supplement  No.  1997-4B-O  thereto,  dated as of October  23,  1997 (the "Trust
Supplement" and, together with the Basic Agreement,  the  "AGREEMENT"),  between
the Trustee and the Company, a summary of certain of the pertinent provisions of
which is set forth  below.  To the  extent not  otherwise  defined  herein,  the
capitalized  terms  used  herein  have  the  meanings  assigned  to  them in the
Agreement.   This  Certificate  is  one  of  the  duly  authorized  Certificates
designated  as "6.90%  Continental  Airlines Pass Through  Certificates,  Series
1997-4B-O" (herein called the "CERTIFICATES").  This Certificate is issued under
and is subject to the terms,  provisions  and  conditions of the  Agreement.  By
virtue of its  acceptance  hereof,  the  Certificateholder  of this  Certificate
assents to and agrees to be bound by the  provisions  of the  Agreement  and the
Intercreditor  Agreement.  The property of the Trust includes certain  Equipment
Notes and all rights of the Trust to receive  payments  under the  Intercreditor
Agreement and any Liquidity Facilities (the "TRUST PROPERTY"). Each issue of the
Equipment  Notes is secured by, among other  things,  a security  interest in an
Aircraft leased to or owned by the Company.

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

            Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on  each  January  2 and  July 2 (a  "Regular  Distribution  Date")
commencing  January 2, 1998,  to the  Person in whose name this  Certificate  is
registered  at the  close of  business  on the 15th day  preceding  the  Regular
Distribution  Date,  an amount  in  respect  of the  Scheduled  Payments  on the
Equipment Notes due on such Regular  Distribution Date, the receipt of which has
been confirmed by the Trustee,  equal to the product of the percentage  interest
in the Trust  evidenced  by this  Certificate  and an amount equal to the sum of
such  Scheduled  Payments.  Subject to and in  accordance  with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment  Notes are received by the Trustee,  from funds then  available to
the Trustee,  there shall be distributed on the applicable Special  Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special  Distribution  Date, an amount in
respect of such Special  Payments on the Equipment  Notes,  the receipt of which
has been  confirmed  by the  Trustee,  equal to the  product  of the  percentage
interest in the Trust  evidenced by this  Certificate and an amount equal to the
sum of such Special  Payments so  received.  If a Regular  Distribution  Date or
Special  Distribution Date is not a Business Day,  distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular  Distribution Date or Special  Distribution Date and no interest
shall accrue  during the  intervening  period.  The Trustee shall mail notice of



each  Special  Payment  and  the  Special  Distribution  Date  therefor  to  the
Certificateholder of this Certificate.

            Distributions  on this  Certificate  will be made by the  Trustee by
check mailed to the Person entitled thereto,  without  presentation or surrender
of this  Certificate  or the making of any  notation  hereon,  except  that with
respect to Certificates  registered on the Record Date in the name of a Clearing
Agency  (or its  nominee),  such  distribution  shall be made by wire  transfer.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final  distribution on this  Certificate will be made after notice mailed by the
Trustee of the  pendency of such  distribution  and only upon  presentation  and
surrender of this  Certificate at the office or agency of the Trustee  specified
in such notice.

            The  Certificates  do not  represent a direct  obligation  of, or an
obligation  guaranteed  by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right or payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only
from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and  at  such  other  places,  if  any,   designated  by  the  Trustee,  by  any
Certificateholder upon request.

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

            As provided in the Agreement and subject to certain  limitations set
forth therein,  the transfer of this  Certificate is registrable in the Register



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

            Under certain  circumstances  set forth in Section 7.01 of the Trust
Supplement, all of the Trustee's right, title and interest to the Trust Property
may be assigned, transferred and delivered to the Related Trustee of the Related
Trust  pursuant  to  the  Assignment   and   Assumption   Agreement.   Upon  the
effectiveness of such Assignment and Assumption Agreement (the "Transfer"),  the
Trust shall be  terminated,  the  Certificateholders  shall  receive  beneficial
interests  in the Related  Trust in exchange  for their  interests  in the Trust
equal to their  respective  beneficial  interests in the Trust, the Certificates
representing Fractional Undivided Interests in the Trust shall be deemed for all
purposes of the  Agreement  and the Related Pass Through  Trust  Agreement to be
certificates representing the same fractional undivided interests in the Related
Trust and its trust property. Each Certificateholder,  by its acceptance of this
Certificate  or a  beneficial  interest  herein,  agrees  to  be  bound  by  the
Assignment and Assumption Agreement and subject to the terms of the Related Pass
Through Trust Agreement as a  certificateholder  thereunder.  From and after the
Transfer,  unless and to the extent the context otherwise  requires,  references
herein to the Trust, the Agreement and the Trustee shall  constitute  references
to the Related  Trust,  the Related Pass Through Trust  Agreement and trustee of
the Related Trust, respectively.

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

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

            Each  Certificateholder  and  Investor,  by its  acceptance  of this
Certificate  or a  beneficial  interest  herein,  agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.




            The  Trustee,  the  Registrar,  and any agent of the  Trustee or the
Registrar may treat the person in whose name this  Certificate  is registered as
the owner hereof for all purposes,  and neither the Trustee, the Registrar,  nor
any such agent shall be affected by any notice to the contrary.

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

            Any Person  acquiring or accepting  this  Certificate or an interest
herein will, by such  acquisition or acceptance,  be deemed to have  represented
and warranted to and for the benefit of each Owner  Participant  and the Company
that  either:  (i) the assets of an employee  benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal  Revenue Code of 1986, as amended
(the  "CODE"),  have not been used to purchase this  Certificate  or an interest
herein or (ii) the purchase and holding of this  Certificate or interest  herein
are exempt from the prohibited  transaction  restrictions  of ERISA and the Code
pursuant  to one or more  prohibited  transaction  statutory  or  administration
exemptions.

            THE AGREEMENT AND,  UNTIL THE TRANSFER,  THIS  CERTIFICATE  SHALL BE
GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF DELAWARE
AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES  OF THE PARTIES  HEREUNDER  SHALL BE
DETERMINED  IN  ACCORDANCE  WITH SUCH  LAWS.  THE  RELATED  PASS  THROUGH  TRUST
AGREEMENT AND, FROM AND AFTER THE TRANSFER,  THIS CERTIFICATE  SHALL BE GOVERNED
AND  CONSTRUED  IN  ACCORDANCE  WITH THE  LAWS OF THE  STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

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




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


                                        CONTINENTAL AIRLINES PASS THROUGH
                                        TRUST 1997-4B-O

                                        By:   WILMINGTON TRUST COMPANY,
                                              as Trustee


                                              By:_______________________________
                                                 Name:
                                                 Title:




               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:





                                    EXHIBIT B


                         [DTC Letter of Representations]




                                    EXHIBIT C


                   FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
                Continental Airlines Pass Through Trust 1997-4B

            ASSIGNMENT AND ASSUMPTION AGREEMENT, dated _____________, 199__ (the
"ASSIGNMENT  AGREEMENT"),  between  Wilmington Trust Company, a Delaware banking
corporation ("WTC"), not in its individual capacity except as expressly provided
herein, but solely as trustee under the Pass Through Trust Agreement dated as of
September  25,  1997 (as  amended  or  modified  from time to time,  the  "BASIC
AGREEMENT"),  as  supplemented  by the Trust  Supplement  No.  1997-4B-O,  dated
October 23 , 1997 (the "TRUST SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1997-4B-O (the  "ASSIGNOR"),  and Wilmington  Trust Company,  a Delaware banking
corporation, not in its individual capacity except as expressly provided herein,
but solely as trustee  under the Basic  Agreement as  supplemented  by the Trust
Supplement  No.  1997-4B-S  dated October 23, 1997 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1997-4B-S (the "ASSIGNEE").

                              W I T N E S S E T H:

            WHEREAS, the parties hereto desire to effect on the date hereof (the
"TRANSFER  DATE") (a) the transfer by the Assignor to the Assignee of all of the
right,  title and  interest of the Assignor in, under and with respect to, among
other things,  the Trust Property and each of the documents listed in Schedule I
hereto (the "SCHEDULED DOCUMENTS") and (b) the assumption by the Assignee of the
obligations  of the  Assignor  (i) under  the  Scheduled  Documents  and (ii) in
respect of the Applicable Certificates issued under the Agreement; and

            WHEREAS,   the  Scheduled   Documents   permit  such  transfer  upon
satisfaction of certain  conditions  heretofore or  concurrently  herewith being
complied with;

            NOW,  THEREFORE,  in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows  (capitalized  terms used herein without  definition  having the meaning
ascribed thereto in the Agreement):

            1.  ASSIGNMENT.  The  Assignor  does hereby  sell,  assign,  convey,
transfer  and set over  unto the  Assignee  as of the  Transfer  Date all of its
present and future  right,  title and interest in, under and with respect to the
Trust Property and the Scheduled  Documents and each other contract,  agreement,
document or instrument relating to the Trust Property or the Scheduled Documents
(such other contracts, agreements,  documents or instruments,  together with the
Scheduled  Documents,  to be referred to as the "ASSIGNED  DOCUMENTS"),  and any



proceeds therefrom,  together with all documents and instruments  evidencing any
of such right, title and interest.

            2.  ASSUMPTION.  The Assignee  hereby assumes for the benefit of the
Assignor and each of the parties listed in Schedule II hereto (collectively, the
"BENEFICIARIES")  all of the duties and  obligations  of the Assignor,  whenever
accrued, pursuant to the Assigned Documents and hereby confirms that it shall be
deemed a party to each of the  Assigned  Documents  to which the  Assignor  is a
party and shall be bound by all the terms thereof  (including the agreements and
obligations  of the  Assignor  set forth  therein)  as if  therein  named as the
Assignor.  Further,  the Assignee hereby assumes for the benefit of the Assignor
and the  Beneficiaries  all of the duties and  obligations of the Assignor under
the Outstanding Applicable  Certificates and hereby confirms that the Applicable
Certificates  representing  Fractional  Undivided  Interests under the Agreement
shall be deemed for all purposes of the  Agreement  and the New  Agreement to be
certificates  representing the same fractional undivided interests under the New
Agreement equal to their  respective  beneficial  interests in the trust created
under the Agreement.

            3. EFFECTIVENESS.  This Assignment Agreement shall be effective upon
the execution and delivery  hereof by the parties  hereto,  and each  Applicable
Certificateholder,  by  its  acceptance  of  its  Applicable  Certificate  or  a
beneficial interest therein,  agrees to be bound by the terms of this Assignment
Agreement.

            4. PAYMENTS. The Assignor hereby covenants and agrees to pay over to
the Assignee,  if and when received  following  the Transfer  Date,  any amounts
(including  any sums payable as interest in respect  thereof) paid to or for the
benefit of the Assignor that, under Section 1 hereof, belong to the Assignee.

            5. FURTHER ASSURANCES. The Assignor shall, at any time and from time
to time, upon the request of the Assignee, promptly and duly execute and deliver
any and all such further  instruments and documents and take such further action
as the  Assignee  may  reasonably  request to obtain the full  benefits  of this
Assignment  Agreement and of the right and powers herein  granted.  The Assignor
agrees to deliver any Applicable  Certificates,  and all Trust Property, if any,
then in the physical possession of the Assignor, to the Assignee.

            6.  REPRESENTATIONS AND WARRANTIES.  (a) The Assignee represents and
warrants to the Assignor and each of the Beneficiaries that:

            (i) it has all  requisite  power and  authority  and legal  right to
      enter into and carry out the transactions contemplated hereby and to carry
      out and perform the  obligations  of the "Pass Through  Trustee" under the
      Assigned Documents;




            (ii)  on  and  as  of  the  date  hereof,  the  representations  and
      warranties  of the  Assignee  set  forth  in  Section  7.15  of the  Basic
      Agreement and Section 5.04 of the New Supplement are true and correct.

            (b) The Assignor represents and warrants to the Assignee that:

            (i) it is duly  incorporated,  validly existing and in good standing
      under  the laws of the State of  Delaware  and has the full  trust  power,
      authority  and legal right under the laws of the State of Delaware and the
      United States  pertaining to its trust and fiduciary powers to execute and
      deliver this Assignment Agreement;

            (ii) the execution and delivery by it of this  Assignment  Agreement
      and the  performance  by it of its  obligations  hereunder  have been duly
      authorized  by it and will not violate  its  articles  of  association  or
      by-laws or the  provisions of any indenture,  mortgage,  contract or other
      agreement to which it is a party or by which it is bound; and

            (iii) this Assignment  Agreement  constitutes  the legal,  valid and
      binding  obligations of it enforceable  against it in accordance  with its
      terms,  except  as the  same  may be  limited  by  applicable  bankruptcy,
      insolvency,  reorganization,  moratorium  or similar  laws  affecting  the
      rights of creditors generally and by general principles of equity, whether
      considered in a proceeding at law or in equity.


            7. GOVERNING LAW. THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS
OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

            8.  COUNTERPARTS.  This Assignment  Agreement may be executed in any
number  of  counterparts,  all of  which  together  shall  constitute  a  single
instrument.  It shall not be necessary  that any  counterpart  be signed by both
parties so long as each party shall sign at least one counterpart.

            9. THIRD PARTY  BENEFICIARIES.  The Assignee hereby agrees,  for the
benefit of the Beneficiaries, that its representations, warranties and covenants
contained  herein are also  intended to be for the benefit of each  Beneficiary,
and each  Beneficiary  shall be deemed to be an express third party  beneficiary
with  respect  thereto,  entitled  to enforce  directly  and in its own name any
rights or claims it may have against such party as such beneficiary.




            IN WITNESS  WHEREOF,  the parties hereto,  through their  respective
officers thereunto duly authorized, have duly executed this Assignment Agreement
as of the day and year first above written.

                                        ASSIGNOR:

                                        WILMINGTON  TRUST  COMPANY,  not in  its
                                             individual   capacity   except   as
                                             expressly   provided  herein,   but
                                             solely  as  trustee  under the Pass
                                             Through  Trust  Agreement and Trust
                                             Supplement   in   respect   of  the
                                             Continental  Airlines  Pass Through
                                             Trust 1997-4B-O


                                        By:_____________________________________
                                           Title:


                                        ASSIGNEE:

                                        WILMINGTON  TRUST  COMPANY,  not in  its
                                             individual   capacity   except   as
                                             expressly   provided  herein,   but
                                             solely  as  trustee  under the Pass
                                             Through  Trust  Agreement and Trust
                                             Supplement   in   respect   of  the
                                             Continental  Airlines  Pass Through
                                             Trust 1997-4B-S



                                        By:_____________________________________
                                           Title:




                                   Schedule I


                         Schedule of Assigned Documents

            (1)  Intercreditor  Agreement dated as of October 23, 1997 among the
Trustee, the Other Trustees, the Liquidity Providers, the liquidity provider, if
any,  relating to the Certificates  issued under (and as defined in) each of the
Other Agreements and the Subordination Agent.

            (2) Escrow and Paying Agent Agreement  (Class B) dated as of October
23, 1997 among the Escrow Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

            (3) Note Purchase  Agreement  dated as of October 23, 1997 among the
Company, the Trustee, the Other Trustees, the Depositary,  the Escrow Agent, the
Paying Agent and the Subordination Agent.

            (4) Deposit Agreement (Class B) dated as of October 23, 1997 between
the Escrow Agent and the Depositary.

            (5)  Each  of  the   Operative   Agreements   (as   defined  in  the
Participation Agreement for each Aircraft) in effect as of the Transfer Date.





                                   Schedule II


                            Schedule of Beneficiaries

Wilmington  Trust  Company,  not  in  its  individual  capacity  but  solely  as
Subordination Agent

Wilmington  Trust Company,  not in its individual  capacity but solely as Paying
Agent

ABN AMRO  Bank  N.V.,  acting  through  its  Chicago  branch,  and  Westdeutsche
Landesbank  Girozentrale,  acting  through  its New York  branch,  as  Liquidity
Providers

Continental Airlines, Inc.

Morgan Stanley & Co. Incorporated, as Underwriter

Credit Suisse First Boston Corporation, as Underwriter

Chase Securities Inc., as Underwriter

Salomon Brothers Inc, as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents


                                                                  EXECUTION COPY





                         TRUST SUPPLEMENT No. 1997-4B-S

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $134,937,000

                Continental Airlines Pass Through Trust 1997-4B-S

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





            This Trust  Supplement No.  1997-4B-S,  dated as of October 23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:

            WHEREAS,  the  Basic  Agreement,   unlimited  as  to  the  aggregate
principal amount of Certificates (unless otherwise specified herein, capitalized
terms used herein without definition having the respective meanings specified in
the Basic  Agreement)  which  may be  issued  thereunder,  has  heretofore  been
executed and delivered;

            WHEREAS,  the Company has obtained  commitments  from Boeing for the
delivery of certain Aircraft;

            WHEREAS,  as of the Transfer  Date (as defined  below),  the Company
will have financed the  acquisition of all or a portion of such Aircraft  either
(i) through  separate  leveraged lease  transactions,  in which case the Company
leases such  Aircraft  (collectively,  the "LEASED  AIRCRAFT")  or (ii)  through
separate secured loan transactions, in which case the Company owns such Aircraft
(collectively, the "OWNED AIRCRAFT");

            WHEREAS,  as of  the  Transfer  Date  in the  case  of  each  Leased
Aircraft,  each  Owner  Trustee,  acting on behalf  of the  corresponding  Owner
Participant, will have issued pursuant to an Indenture, on a non-recourse basis,
Equipment  Notes in order to  finance a portion  of its  purchase  price of such
Leased Aircraft;

            WHEREAS,  as of  the  Transfer  Date,  in the  case  of  each  Owned
Aircraft,  the Company will have issued pursuant to an Indenture,  on a recourse
basis,  Equipment Notes to finance a portion of the purchase price of such Owned
Aircraft;

            WHEREAS,  as of the Transfer Date, the Related  Trustee will assign,
transfer  and deliver all of such  trustee's  right,  title and  interest to the
trust  property  held by the  Related  Trustee to the  Trustee  pursuant  to the
Assignment and Assumption Agreement (as defined below);

            WHEREAS,  the  Trustee,  effective  only,  but  automatically,  upon
execution  and delivery of the  Assignment  and  Assumption  Agreement,  will be
deemed to have  declared the creation of the  Continental  Airlines Pass Through
Trust  1997-4B-S  (the  "APPLICABLE  TRUST") for the  benefit of the  Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of
the Transfer Date, as the grantors of the Applicable  Trust, by their respective
acceptances of such Applicable  Certificates,  will join in the creation of this
Applicable Trust with the Trustee;




            WHEREAS, all Applicable Certificates deemed issued by the Applicable
Trust will evidence  fractional  undivided interests in the Applicable Trust and
will convey no rights,  benefits or interests  in respect of any property  other
than the Trust Property  except for those  Applicable  Certificates  to which an
Escrow Receipt (as defined below) has been affixed;

            WHEREAS,  upon the  execution  and  delivery of the  Assignment  and
Assumption Agreement,  all of the conditions and requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

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

            NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

            Section 1.01. THE CERTIFICATES. The Applicable Certificates shall be
known  as  "6.90%  Continental  Airlines  Pass  Through   Certificates,   Series
1997-4B-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

            The terms and conditions  applicable to the Applicable  Certificates
are as follows:

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be initially  deemed issued under the Agreement  shall be equal
      to  the  aggregate   principal  amount  of   "Outstanding"   pass  through
      certificates  representing  fractional  undivided interests in the Related
      Trust on the Transfer Date.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means January 2 and July 2 of each year,  commencing on
      January 2, 1998, until payment of all of the Scheduled Payments to be made
      under the Equipment Notes has been made.




            (c) The Special  Distribution  Dates with respect to the  Applicable
      Certificates  means any Business  Day on which a Special  Payment is to be
      distributed pursuant to the Agreement.

            (d) At the Escrow Agent's  request under the Escrow  Agreement,  the
      Trustee shall affix the  corresponding  Escrow Receipt to each  Applicable
      Certificate.  In any event,  any  transfer or  exchange of any  Applicable
      Certificate shall also effect a transfer or exchange of the related Escrow
      Receipt.  Prior to the Final  Withdrawal  Date, no transfer or exchange of
      any Applicable  Certificate  shall be permitted  unless the  corresponding
      Escrow  Receipt  is  attached  thereto  and  also  is  so  transferred  or
      exchanged.  By acceptance of any Applicable Certificate to which an Escrow
      Receipt  is  attached,  each  Holder  of  such an  Applicable  Certificate
      acknowledges  and  accepts  the  restrictions  on  transfer  of the Escrow
      Receipt set forth herein and in the Escrow Agreement.

            (e) (i) The Applicable Certificates shall be in the form attached as
      Exhibit  A  to  the  Related  Pass  Through  Trust   Agreement,with   such
      appropriate insertions,  omissions,  substitutions and other variations as
      are required or permitted by the Related Pass Through  Trust  Agreement or
      this  Agreement,  as  the  case  may  be,  or  as  the  Trustee  may  deem
      appropriate,  to reflect  the fact that the  Applicable  Certificates  are
      being issued  hereunder as opposed to under the Related Pass Through Trust
      Agreement. Any Person acquiring or accepting an Applicable Certificate, by
      its acceptance of such Applicable Certificate or an interest therein will,
      by such  acquisition or acceptance,  be deemed to represent and warrant to
      and for the benefit of each Owner  Participant and the Company that either
      (i) the  assets of an  employee  benefit  plan  subject  to Title I of the
      Employee Retirement Income Security Act of 1974, as amended ("ERISA"),  or
      of a plan subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended  (the  "Code"),   have  not  been  used  to  purchase   Applicable
      Certificates  or an interest  therein or (ii) the  purchase and holding of
      Applicable   Certificates  is  exempt  from  the  prohibited   transaction
      restrictions  of ERISA  and the Code  pursuant  to one or more  prohibited
      transaction statutory or administrative exemptions.

                  (ii)  The   Applicable   Certificates   shall  be   Book-Entry
      Certificates.

            (f) The  Applicable  Certificates  are subject to the  Intercreditor
      Agreement.

            (g) The Applicable  Certificates are entitled to the benefits of the
      Liquidity Facilities.

            (h)   The Responsible Party is the Company.




            (i) The particular  "sections of the Note Purchase  Agreement,"  for
      purposes of clause (3) of Section 7.07 of the Basic  Agreement are Section
      8.1 (with  respect to Owned  Aircraft)  and Section  9.1 (with  respect to
      Leased Aircraft).


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings:

            AGREEMENT:  Means the Basic Agreement, as supplemented by this Trust
      Supplement.

            AIRCRAFT:  Means each of the New Aircraft or Substitute  Aircraft in
      respect of which a  Participation  Agreement is entered into in accordance
      with the Note Purchase Agreement.

            APPLICABLE  CERTIFICATE:  means any of the  Applicable  Certificates
      issued by the Related Trust and that are  "Outstanding" (as defined in the
      Related  Pass  Through  Trust  Agreement)  as of the  Transfer  Date  (the
      "Transfer Date  Certificates") and any Applicable  Certificates  issued in
      exchange therefor or replacement thereof pursuant to this Agreement.

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

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

            BOEING:  Means The Boeing Company.

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

            DELIVERY  NOTICE:  Has the meaning  specified  in the Note  Purchase
      Agreement.




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

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT  AGREEMENT:  Means the Deposit Agreement dated as of October
      23, 1997 relating to the  Applicable  Certificates  between the Depositary
      and  the  Escrow  Agent,  as the  same  may be  amended,  supplemented  or
      otherwise modified from time to time in accordance with its terms.

            DEPOSITARY:  Means Credit Suisse First Boston, a Swiss bank,  acting
      through its New York branch.

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

            ESCROW  AGENT:  Means,  initially,  First  Security  Bank,  National
      Association,  and any  replacement  or  successor  therefor  appointed  in
      accordance with the Escrow Agreement.

            ESCROW AGREEMENT:  Means the Escrow and Paying Agent Agreement dated
      as of October 23, 1997 relating to the Applicable Certificates,  among the
      Escrow Agent,  the Escrow Paying Agent, the Related Trustee (and after the
      Transfer  Date,  the  Trustee)  and the  Underwriters,  as the same may be
      amended,   supplemented  or  otherwise  modified  from  time  to  time  in
      accordance with its terms.

            ESCROW PAYING  AGENT:  Means the Person acting as paying agent under
      the Escrow Agreement.

            ESCROW RECEIPT:  Means the receipt substantially in the form annexed
      to the Escrow Agreement  representing a fractional  undivided  interest in
      the funds held in escrow thereunder.

            FINAL MATURITY DATE:  Means July 2, 2018.

            FINAL WITHDRAWAL: Has the meaning specified in the Escrow Agreement.

            FINAL  WITHDRAWAL  DATE:  Has the  meaning  specified  in the Escrow
      Agreement.

            INDENTURE: Means each of the separate trust indentures and mortgages
      relating to the  Aircraft,  each as  specified  or described in a Delivery
      Notice  delivered  pursuant to the Note Purchase  Agreement or the related



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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of October  23,  1997 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date,  the  Other  Trustees),   the  Liquidity  Providers,  the  liquidity
      providers  relating to the  Certificates  issued under (and as defined in)
      each of the Related Other  Agreements,  and Wilmington  Trust Company,  as
      Subordination Agent and as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

            INVESTORS:  Means  the  Underwriters  together  with all  subsequent
      beneficial owners of the Applicable Certificates.

            LEASE:  Means,  with  respect  to each  Leased  Aircraft,  the lease
      between an Owner Trustee,  as the lessor, and the Company,  as the lessee,
      referred  to in the  related  Indenture,  as such  lease  may be  amended,
      supplemented or otherwise modified in accordance with its terms.

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

            LIQUIDITY FACILITIES: Means, initially, each of the Revolving Credit
      Agreements  dated  as of  October  23,  1997  relating  to the  Applicable
      Certificates,  between a Liquidity  Provider and Wilmington Trust Company,
      as the Subordination Agent, as agent and trustee for the Applicable Trust,
      and,  from and after the  replacement  of such  Agreement  pursuant to the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY PROVIDERS:  Means,  initially,  ABN AMRO Bank N.V., acting
      through its Chicago  branch,  and  Westdeutsche  Landesbank  Girozentrale,
      acting  through its New York branch,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW  AIRCRAFT:  Has  the  meaning  specified  in the  Note  Purchase
      Agreement.

            NOTE DOCUMENTS:  With respect to any Equipment  Note,  means (i) the
      Indenture and the Participation Agreement relating to such Equipment Note,
      and (ii) in the case of any Equipment  Note related to a Leased  Aircraft,
      the Lease relating to such Leased Aircraft.




            NOTE PURCHASE AGREEMENT:  Means the Note Purchase Agreement dated as
      of October  23,  1997 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date,  the Other  Trustees),  the Company,  the Escrow  Agent,  the Escrow
      Paying  Agent and the  Subordination  Agent,  as the same may be  amended,
      supplemented  or otherwise  modified from time to time, in accordance with
      its terms.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1997-4A-S  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1997-4A-S  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1997-4C-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 1997-4C-S.

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

            OTHER  TRUSTS:  Means the  Continental  Airlines  Pass Through Trust
      1997-4A-S and Continental  Airlines Pass Through Trust 1997-4C-S,  created
      by the Other Pass Through Trust Agreements.

            OUTSTANDING:  when used with  respect  to  Applicable  Certificates,
      means, as of the date of  determination,  all Transfer Date  Certificates,
      and  all  other  Applicable  Certificates  theretofore  authenticated  and
      delivered under this Agreement, in each case except:

               (i) Applicable Certificates theretofore canceled by the Registrar
      or delivered to the Trustee or the Registrar for cancellation;

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

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

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




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

            OWNER  TRUSTEE:  With respect to any  Equipment  Note  relating to a
      Leased  Aircraft,  means  the  "Owner  Trustee",  as  referred  to in  the
      Indenture  pursuant  to which such  Equipment  Note is issued,  not in its
      individual capacity but solely as trustee; and OWNER TRUSTEES means all of
      the Owner Trustees party to any of the Indentures.

            PARTICIPATION  AGREEMENT:  Means each Participation  Agreement to be
      entered into by the Trustee  pursuant to the Note Purchase  Agreement,  as
      the same may be amended,  supplemented or otherwise modified in accordance
      with its terms.

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

            POOL  FACTOR:  Means,  as of any  Distribution  Date,  the  quotient
      (rounded to the seventh  decimal place)  computed by dividing (i) the Pool
      Balance by (ii) the  original  aggregate  face  amount of the  "Applicable
      Certificates" as defined in the Related Pass Through Trust Agreement.  The
      Pool Factor as of any  Distribution  Date shall be computed  after  giving
      effect to any special  distribution with respect unused Deposits,  payment
      of  principal  on the  Equipment  Notes or payments  with respect to other
      Trust Property and the distribution thereof to be made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated October
      16, 1997 relating to the offering of the Certificates.

            RELATED  OTHER  PASS  THROUGH  TRUST  AGREEMENTS:  Means the  "Other
      Agreements" as defined in the Related Pass Through Trust Agreement.

            RELATED OTHER TRUSTEES: Means the "Other Trustees" as defined in the
      Related Pass Through Trust Agreement.




            RELATED  OTHER  TRUSTS:  Means the "Other  Trusts" as defined in the
      Related Pass Through Trust Agreement.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1997-4B-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust  1997-4B-O and entered into by the Company and
      the Trustee,  as amended,  supplemented or otherwise modified from time to
      time in accordance with its terms.

            RELATED TRUST:  Means the Continental  Pass Through Trust 1997-4B-O,
      formed under the Related Pass Through Trust Agreement.

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

            SPECIAL REDEMPTION PREMIUM: Means the premium payable by the Company
      in  respect  of  the  Final  Withdrawal  pursuant  to  the  Note  Purchase
      Agreement.

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

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the Note Purchase
      Agreement.

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

            TRANSFER  DATE  CERTIFICATE:   Has  the  meaning  specified  in  the
      definition of "Applicable Certificates".

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

            TRUST PROPERTY:  Means (i) subject to the  Intercreditor  Agreement,
      the  Equipment  Notes held as the property of the  Applicable  Trust,  all
      monies at any time  paid  thereon  and all  monies  due and to become  due
      thereunder,  (ii) funds  from time to time  deposited  in the  Certificate
      Account and the Special Payments Account and, subject to the Intercreditor
      Agreement,  any proceeds from the sale by the Trustee  pursuant to Article
      VI of the Basic  Agreement of any  Equipment  Note and (iii) all rights of
      the Trust and the Trustee,  on behalf of the Applicable  Trust,  under the
      Intercreditor Agreement, the Escrow Agreement, the Note Purchase Agreement



      and the Liquidity Facilities, including, without limitation, all rights to
      receive certain payments thereunder, and all monies paid to the Trustee on
      behalf of the Applicable Trust pursuant to the Intercreditor  Agreement or
      the  Liquidity  Facilities,  PROVIDED  that  rights  with  respect  to the
      Deposits  or  under  the  Escrow  Agreement,  will  not  constitute  Trust
      Property.

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      October 16, 1997 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                 DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

            Section  3.01.  ADDITIONS TO ARTICLE IV OF THE BASIC  Agreement.  In
addition to the provisions of Article IV of the Basic  Agreement,  the following
provisions shall apply to the Applicable Trust:

            (a) Upon the  payment of Special  Redemption  Premium to the Trustee
      under the Note  Purchase  Agreement,  the Trustee,  upon receipt  thereof,
      shall immediately  deposit the aggregate amount of such Special Redemption
      Premium in the Special Payments Account;

            (b) The  distribution  of amounts of Special  Redemption  Premium as
      provided  for in Section  4.02(b) of the Basic  Agreement  shall be on the
      Special  Distribution Date with respect to such Special Payment or as soon
      thereafter  as the Trustee has  confirmed  receipt of the related  Special
      Redemption Premium;

            (c) In the event of the payment of a Special  Redemption  Premium by
      the Company to the Trustee under the Note Purchase  Agreement,  the notice
      provided for in Section  4.02(c) of the Basic  Agreement  shall be mailed,
      together  with the notice by the Escrow Paying Agent under Section 2.06 of
      the  Escrow  Agreement,  not  less  than  15  days  prior  to the  Special
      Distribution Date for such amount,  which Special  Distribution Date shall
      be the Final Withdrawal Date; and

            (d) The last sentence of the first  paragraph of Section  4.02(c) of
      the  Basic  Agreement  shall  apply  equally  if  the  amount  of  Special
      Redemption Premium, if any, has not ben calculated at the time the Trustee
      mails notice of a Special Payment.




            Section  3.02.  STATEMENTS  TO   CERTIFICATEHOLDERS.   (a)  On  each
Distribution Date, the Trustee will include with each distribution to Applicable
Certificateholders  of a Scheduled  Payment or Special Payment,  as the case may
be, a statement  setting forth the information  provided below (in the case of a
Special Payment,  including any Special Redemption  Premium,  reflecting in part
the information provided by the Escrow Paying Agent under the Escrow Agreement).
Such statement shall set forth (per $1,000 face amount Applicable Certificate as
to (ii), (iii), (iv) and (v) below) the following information:

            (i) the aggregate amount of funds  distributed on such  Distribution
      Date under the Agreement and under the Escrow  Agreement,  indicating  the
      amount allocable to each source;

            (ii) the amount of such distribution  under the Agreement  allocable
      to principal and the amount  allocable to premium  (including  the Special
      Redemption Premium), if any;

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

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

            (v) the  amount  of such  distribution  under the  Escrow  Agreement
      allocable to Deposits; and

            (vi) the Pool Balance and the Pool Factor.

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

            (b)  Within  a  reasonable  period  of  time  after  the end of each
calendar  year but not later than the latest date  permitted by law, the Trustee
shall  furnish to each Person who at any time during such  calendar  year was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,



for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.02(a) of this Trust Supplement.

            (c) Promptly  following (i) the Transfer Date, if there has been any
change in the  information set forth in clauses (x), (y) and (z) below from that
set  forth  in page  S-51 of the  Prospectus  Supplement,  and  (ii)  any  early
redemption  or  purchase  of, or any  default  in the  payment of  principal  or
interest in respect of, any of the Equipment Notes held in the Applicable Trust,
or any Final  Withdrawal,  the Trustee  shall furnish to  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency, on the Transfer Date, the Trustee will request from such Clearing Agency
a securities  position  listing  setting forth the names of all Clearing  Agency
Participants  reflected on such Clearing  Agency's books as holding interests in
the  "Applicable  Certificates"  (as defined in the Related Pass  Through  Trust
Agreement)  on such date.  The Trustee  will mail to each such  Clearing  Agency
Participant  the statement  described  above and will make available  additional
copies as  requested by such  Clearing  Agency  Participant  for  forwarding  to
holders of interests in the Applicable Certificates.

            (d) This Section 3.02  supersedes  and replaces  Section 4.03 of the
Basic Agreement.


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence  and during the  continuance  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in Section  6.01(b) of the Basic  Agreement,  all,  but not less
than all, of the Class A Certificates upon ten days' written notice to the Class
A Trustee  and each other  Applicable  Certificateholder,  provided  that (i) if
prior to the end of such ten day period any other  Applicable  Certificateholder
notifies such purchasing Applicable Certificateholder that such other Applicable
Certificateholder  wants  to  participate  in such  purchase,  then  such  other



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

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation of a Triggering Event,

            (i) each Class C Certificateholder shall have the right (which shall
      not expire  upon any  purchase  of the Class A  Certificates  pursuant  to
      clause  (a)  above)  to  purchase  all,  but not  less  than  all,  of the
      Applicable  Certificates  and the  Class A  Certificates  upon  ten  days'
      written notice to the Trustee,  the Class A Trustee and each other Class C
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class C Certificateholder  notifies such purchasing Class
      C  Certificateholder  that such other Class C  Certificateholder  wants to
      participate  in such purchase,  then such other Class C  Certificateholder
      may join with the purchasing  Class C  Certificateholder  to purchase all,
      but not less  than all,  of the  Applicable  Certificates  and the Class A
      Certificates  pro rata based on the Fractional  Undivided  Interest in the
      Class C Trust held by each such Class C Certificateholder and (B) if prior
      to the end of such  ten-day  period  any other  Class C  Certificateholder
      fails to notify the  purchasing  Class C  Certificateholder  of such other
      Class C Certificateholder's desire to participate in such a purchase, then
      such other Class C Certificateholder  shall lose its right to purchase the
      Applicable Certificates pursuant to this Section 4.01(b).

            (ii) each  Class D  Certificateholder  shall  have the right  (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause  (a) above or clause (i) above) to  purchase  all,  but not less
      than all, of the Applicable Certificates, the Class A Certificates and the
      Class C  Certificates  upon ten days' written  notice to the Trustee,  the
      Class  A  Trustee,   the  Class  C  Trustee   and  each   other   Class  D
      Certificateholder,  PROVIDED  that (A) if prior to the end of such ten-day
      period any other Class D Certificateholder  notifies such purchasing Class
      D  Certificateholder  that such other Class D  Certificateholder  wants to
      participate  in such purchase,  then such other Class D  Certificateholder
      may join with the purchasing  Class D  Certificateholder  to purchase all,
      but not  less  than  all,  of the  Applicable  Certificates,  the  Class A
      Certificates and the Class C Certificates pro rata based on the Fractional
      Undivided  Interest  in the  Class D  Trust  held  by  each  such  Class D
      Certificateholder  and (B) if prior to the end of such ten-day  period any



      other Class D  Certificateholder  fails to notify the  purchasing  Class D
      Certificateholder  of such  other  Class D  Certificateholder's  desire to
      participate in such a purchase,  then such other Class D Certificateholder
      shall lose its right to purchase the Applicable  Certificates  pursuant to
      this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders under this Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;  PROVIDED,  HOWEVER,  that (i) if such  purchase  occurs after the
record date specified in Section 2.03(b) of the Escrow Agreement relating to the
distribution of unused Deposits and accrued and unpaid interest thereunder, such
purchase price shall be reduced by the aggregate  amount of unused  Deposits and
interest to be distributed  under the Escrow  Agreement  (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder as of such Record Date) and (ii) if such purchase occurs after
a Record  Date,  such  purchase  price  shall be  reduced  by the  amount  to be
distributed  hereunder on the related  Distribution Date (which deducted amounts
shall  remain   distributable  to,  and  may  be  retained  by,  the  Applicable
Certificateholder  as of  such  Record  Date);  PROVIDED  FURTHER  that  no such
purchase of Applicable  Certificates  shall be effective unless the purchaser(s)
shall certify to the Trustee that  contemporaneously  with such  purchase,  such
purchaser(s)  is  purchasing,  pursuant to the terms of this  Agreement  and the
Other Agreements, the Applicable Certificates,  the Class A Certificates and the
Class  C  Certificates   which  are  senior  to  the  securities  held  by  such
purchaser(s).  Each payment of the purchase price of the Applicable Certificates
referred to in the first sentence hereof shall be made to an account or accounts
designated by the Trustee and each such  purchase  shall be subject to the terms
of  this  Section  4.01(b).  Each  Applicable  Certificateholder  agrees  by its
acceptance of its Applicable  Certificate that it will,  subject to Section 3.04
of the Basic Agreement,  upon payment from such Class C Certificateholder(s)  or
Class D  Certificateholder(s),  as the case may be,  of the  purchase  price set
forth in the first sentence of this paragraph,  forthwith sell, assign, transfer
and convey to the purchaser(s)  thereof  (without  recourse,  representation  or
warranty of any kind except for its own acts), all of the right, title, interest
and  obligation of such  Applicable  Certificateholder  in this  Agreement,  the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facilities,  the Note Documents and all Applicable  Certificates  and
Escrow Receipts held by such Applicable  Certificateholder (excluding all right,
title and interest under any of the foregoing to the extent such right, title or
interest is with respect to an  obligation  not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale) and the
purchaser  shall assume all of such Applicable  Certificateholder's  obligations
under  this  Agreement,   the  Escrow  Agreement,  the  Deposit  Agreement,  the
Intercreditor  Agreement,  the Liquidity Facilities,  the Note Documents and all
such Applicable  Certificates and Escrow Receipts.  The Applicable  Certificates
will be deemed to be purchased on the date payment of the purchase price is made



notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (i) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (ii) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

            As used in this  Section  4.01,  the  terms  "Class A  Certificate",
"Class  A  Trustee",  "Class  C  Certificateholder",  Class  C  Trust",  Class C
Certificate" "Class C Trustee", "Class D Certificateholder" and "Class D Trust",
shall have the respective  meanings  assigned to such terms in the Intercreditor
Agreement.

            (c)  Except  as  expressly  set  forth  above,   this  Section  4.01
supersedes and replaces Section 6.01(b) of the Basic Agreement.


                                    ARTICLE V
                                   THE TRUSTEE

            Section  5.01.  ACQUISITION  OF TRUST  PROPERTY.  (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and  Assumption  Agreement on the date  specified in Section 7.01 of the Related
Trust  Supplement,  subject only to the satisfaction of the conditions set forth
in said Section 7.01. This Agreement (except only for the immediately  preceding
sentence  hereof,  which is effective upon execution and delivery  hereof) shall
become  effective  upon  the  execution  and  delivery  of  the  Assignment  and
Assumption  Agreement by the Trustee and the Related Trustee,  automatically and
without  any  further  signature  or action on the part of the  Company  and the
Trustee,  and shall thereupon constitute the legal, valid and binding obligation
of the  parties  hereto  enforceable  against  each  of the  parties  hereto  in
accordance  with its terms.  Upon such  execution and delivery of the Assignment
and Assumption Agreement, the Related Trust shall be terminated,  the Applicable
Certificateholders shall receive beneficial interests in the Applicable Trust in
exchange  for their  interests  in the Related  Trust equal to their  respective
beneficial  interests in the Related Trust and the  "Outstanding" (as defined in
the Related Pass Through Trust Agreement) pass through certificates representing
fractional  undivided  interests  in the  Related  Trust shall be deemed for all
purposes of this Agreement,  without further signature or action of any party or
Certificateholder, to be Certificates representing the same Fractional Undivided
Interests  in the Trust and Trust  Property.  By  acceptance  of its  Applicable
Certificate,  each  Applicable  Certificateholder  consents to and ratifies such
assignment,  transfer and delivery of the trust property of the Related Trust to



the Trustee upon the execution  and delivery of the  Assignment  and  Assumption
Agreement.  The  provisions  of this Section  5.01(a)  supersede and replace the
provisions of Section 2.02 of the Basic Agreement (which are inapplicable to the
Trust), and all provisions of the Basic Agreement relating to Postponed Notes or
Section 2.02 of the Basic Agreement shall not apply to the Applicable Trust.

            (b) The Trustee,  upon the execution and delivery of the  Assignment
and Assumption  Agreement,  acknowledges its acceptance of all right,  title and
interest in and to the Trust  Property and declares  that the Trustee  holds and
will hold such right, title and interest for the benefit of all then present and
future  Applicable  Certificateholders,  upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable  Certificate issued to
it under the Related Pass Through  Trust  Agreement and deemed issued under this
Agreement,  each  Holder of any such  Applicable  Certificate  as grantor of the
Applicable Trust thereby joins in the creation and declaration of the Applicable
Trust.  The  provisions  of this  Section  5.01(b)  supersede  and  replace  the
provisions of Section 2.03 of the Basic Agreement (which are inapplicable to the
Trust).

            Section 5.02.     [Intentionally Omitted]

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this  Trust  Supplement,  the  Deposit  Agreement  or the Escrow
Agreement  or the due  execution  hereof or thereof by the  Company or the other
parties  thereto (other than the Trustee),  or for or in respect of the recitals
and statements contained herein or therein, all of which recitals and statements
are made solely by the Company.

            (b) Except as herein otherwise provided, no duties, responsibilities
or liabilities  are assumed,  or shall be construed to be assumed by the Trustee
by  reason  of this  Trust  Supplement  other  than as set  forth  in the  Basic
Agreement,  and this Trust  Supplement is executed and accepted on behalf of the
Trustee,  subject  to all the  terms  and  conditions  set  forth  in the  Basic
Agreement,  upon the  effectiveness  thereof,  as fully to all intents as if the
same were herein set forth at length.

            Section 5.04.  REPRESENTATIONS  AND  WARRANTIES OF THE TRUSTEE.  The
Trustee hereby represents and warrants, on the Transfer Date, that:

            (a) the Trustee has full power, authority and legal right to receive
      the Trust Property assigned by the Related Trustee, assume the obligations
      under, and perform,  the Assignment and Assumption  Agreement,  this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement and the Note
      Documents  and has taken all necessary  action to authorize  such receipt,
      assumption  and   performance  by  it  of  this  Trust   Supplement,   the



      Intercreditor  Agreement,  the Escrow  Agreement and the Note Documents to
      which it is a party;

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

            (c) the  receipt  of the Trust  Property  under the  Assignment  and
      Assumption  Agreement and the performance by the Trustee of the Assignment
      and  Assumption  Agreement,  this  Trust  Supplement,   the  Intercreditor
      Agreement,  the Escrow  Agreement and the Note  Documents will not require
      the authorization,  consent,  or approval of, the giving of notice to, the
      filing or registration  with, or the taking of any other action in respect
      of, any governmental authority or agency of the United States or the state
      of the  United  States  where it is located  regulating  the  banking  and
      corporate trust activities of the Trustee; and

            (d) The Assignment  and Assumption  Agreement has been duly executed
      and delivered by the Trustee and this Trust Supplement,  the Intercreditor
      Agreement,  the Escrow Agreement and the Note Documents have been, or will
      be,  as  applicable,  duly  executed  and  delivered  by the  Trustee  and
      constitute,  or will  constitute,  as  applicable,  the  legal,  valid and
      binding  agreements of the Trustee,  enforceable  against it in accordance
      with their respective terms; PROVIDED, HOWEVER, that enforceability may be
      limited  by  (i)  applicable   bankruptcy,   insolvency,   reorganization,
      moratorium or similar laws affecting the rights of creditors generally and
      (ii) general principles of equity.

            Section 5.05. TRUSTEE LIENS. The Trustee in its individual  capacity
agrees,  in addition to the  agreements  contained  in Section 7.17 of the Basic
Agreement,  that it will at its own cost and expense promptly take any action as
may be necessary to duly discharge and satisfy in full any Trustee's Liens on or
with respect to the Trust Property which is  attributable  to the Trustee in its



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


                                   ARTICLE VI
                             SUPPLEMENTAL AGREEMENTS

            Section   6.01.   SUPPLEMENTAL   AGREEMENTS   WITHOUT   CONSENT   OF
CERTIFICATEHOLDERS. Under the terms of, and subject to the limitations contained
in,  Section  9.01 of the  Basic  Agreement,  the  Company  may (but will not be
required to), and the Trustee  (subject to Section 9.03 of the Basic  Agreement)
shall, at the Company's  request,  at any time and from time to time, enter into
one or more agreements  supplemental to the Escrow Agreement,  the Note Purchase
Agreement or the Deposit Agreement, for any of the purposes set forth in clauses
(1) through (9) of such Section 9.01, except that (a) clause (2) and (3) of such
Section 9.01 shall be deemed to include the Company's  obligations under (in the
case of clause (2)),  and the Company's  rights and powers  conferred by (in the
case of clause  (3)),  the Note  Purchase  Agreement  and (b) clause (4) of such
Section 9.01 shall be deemed to include corrections or supplements to provisions
of the Escrow  Agreement,  the Note Purchase  Agreement or the Deposit Agreement
which  may be  defective  or  inconsistent  with  any  other  provision  of this
Agreement or contained in any  agreement  referred to in such clause (4) and the
curing of any ambiguity or the  modification of any other provision with respect
to matters or questions  arising under the Escrow  Agreement,  the Note Purchase
Agreement or the Deposit Agreement.

            Section   6.02.    SUPPLEMENTAL    AGREEMENTS    WITH   CONSENT   OF
CERTIFICATEHOLDERS.  The provisions of Section 9.02 of the Basic Agreement shall
apply to agreements or amendments for the purpose of adding any provisions to or
changing  in any  manner or  eliminating  any of the  provisions  of the  Escrow
Agreement,  the Deposit  Agreement or the Note Purchase  Agreement to the extent
applicable to the  Applicable  Certificateholders  approving  such  agreement or
amendment  or  modifying  in any  manner  the  rights  and  obligations  of such
Applicable  Certificateholders under the Escrow Agreement, the Deposit Agreement
or the Note Purchase Agreement;  provided that the provisions of Section 9.02(1)
of the Basic Agreement  shall be deemed to include  reductions in any manner of,
or delay in the timing of, any receipt by the Applicable  Certificateholders  of
payments upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

            Section 7.01.  TERMINATION OF THE APPLICABLE  TRUST.  The respective
obligations and  responsibilities of the Company and the Trustee with respect to



the Applicable  Trust shall  terminate upon the  distribution  to all Applicable
Certificateholders  and the Trustee of all amounts required to be distributed to
them pursuant to this Agreement and the disposition of all property held as part
of the Trust Property;  PROVIDED, HOWEVER, that in no event shall the Applicable
Trust  continue  beyond one hundred ten (110)  years  following  the date of the
earliest execution of this Trust Supplement.

            Notice of any  termination,  specifying the  Distribution  Date upon
which  the  Applicable   Certificateholders   may  surrender  their   Applicable
Certificates  to  the  Trustee  for  payment  of  the  final   distribution  and
cancellation,   shall  be  mailed   promptly  by  the   Trustee  to   Applicable
Certificateholders not earlier than the 60th day and not later than the 15th day
next preceding such final Distribution Date specifying (A) the Distribution Date
upon which the proposed  final payment of the  Applicable  Certificates  will be
made upon presentation and surrender of Applicable Certificates at the office or
agency of the Trustee  therein  specified,  (B) the amount of any such  proposed
final  payment,  and (c) that  the  Record  Date  otherwise  applicable  to such
Distribution Date is not applicable,  payments being made only upon presentation
and  surrender  of the  Applicable  Certificates  at the office or agency of the
Trustee therein  specified.  The Trustee shall give such notice to the Registrar
at the  time  such  notice  is  given  to  Applicable  Certificateholders.  Upon
presentation  and surrender of the Applicable  Certificates  in accordance  with
such  notice,   the  Trustee  shall  cause  to  be   distributed  to  Applicable
Certificateholders such final payments.

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





                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.

            Section  8.02.   GOVERNING  LAW.  THIS  TRUST   SUPPLEMENT  AND  THE
APPLICABLE  CERTIFICATES  SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE  WITH
THE LAWS OF THE STATE OF NEW YORK.

            Section 8.03.  EXECUTION IN COUNTERPARTS.  This Trust Supplement may
be executed in any number of  counterparts,  each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  Trust be classified  for U.S.  federal income tax purposes as a
grantor trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue
Code of  1986,  as  amended,  and not as a trust  or  association  taxable  as a
corporation or as a partnership. Each Applicable Certificateholder and Investor,
by its  acceptance  of  its  Applicable  Certificate  or a  beneficial  interest
therein,  agrees to treat the  Applicable  Trust as a grantor trust for all U.S.
federal, state and local income tax purposes. The powers granted and obligations
undertaken  pursuant to this  Agreement  shall be so  construed so as to further
such intent.




            IN WITNESS  WHEREOF,  the Company  and the Trustee  have caused this
Trust Supplement to be duly executed by their  respective  officers thereto duly
authorized, as of the day and year first written above.


                                        CONTINENTAL AIRLINES, INC.


                                        By:_____________________________________
                                           Name:   Gerald Laderman
                                           Title:  Vice President



                                        WILMINGTON TRUST COMPANY,
                                             as Trustee


                                        By:_____________________________________
                                           Name:
                                           Title:

                                                                  EXECUTION COPY






                         TRUST SUPPLEMENT No. 1997-4C-O

                             Dated October 23, 1997


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $111,112,000

                Continental Airlines Pass Through Trust 1997-4C-O

                           6.80% Continental Airlines
                           Pass Through Certificates,
                                Series 1997-4C-O





            This Trust  Supplement No.  1997-4C-O,  dated as of October 23, 1997
(herein called the "TRUST SUPPLEMENT"),  between Continental  Airlines,  Inc., a
Delaware  corporation  (the  "COMPANY"),   and  Wilmington  Trust  Company  (the
"Trustee"), to the Pass Through Trust Agreement, dated as of September 25, 1997,
between the Company and the Trustee (the "BASIC AGREEMENT").


                              W I T N E S S E T H:

            WHEREAS,  the  Basic  Agreement,   unlimited  as  to  the  aggregate
principal amount of Certificates (unless otherwise specified herein, capitalized
terms used herein without definition having the respective meanings specified in
the Basic  Agreement)  which  may be  issued  thereunder,  has  heretofore  been
executed and delivered;

            WHEREAS,  the Company has obtained  commitments  from Boeing for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance the acquisition of each such
Aircraft either (i) through separate leveraged lease transactions, in which case
the Company will lease such Aircraft  (collectively,  the "LEASED  AIRCRAFT") or
(ii) through separate secured loan transactions,  in which case the Company will
own such Aircraft (collectively, the "OWNED AIRCRAFT");

            WHEREAS,  in the case of each Leased  Aircraft,  each Owner Trustee,
acting on behalf of the corresponding Owner Participant,  will issue pursuant to
an Indenture,  on a non-recourse  basis,  Equipment  Notes in order to finance a
portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft,  the Company will issue
pursuant to an  Indenture,  on a recourse  basis,  Equipment  Notes to finance a
portion of the purchase price of such Owned Aircraft;

            WHEREAS,   the  Trustee   hereby   declares  the  creation  of  this
Continental  Airlines Pass Through Trust 1997-4C-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  and have
irrevocably  instructed  the Escrow  Agent to  withdraw  and pay funds from such
proceeds  upon  request  and proper  certification  by the  Trustee to  purchase
Equipment  Notes as the  Aircraft  are  delivered  by Boeing  under the Aircraft
Purchase  Agreement from time to time prior to the Delivery  Period  Termination
Date;

            WHEREAS,   the   Escrow   Agent   on   behalf   of  the   Applicable
Certificateholders  has  contemporaneously   herewith  entered  into  a  Deposit
Agreement with the Depositary under which the Deposits  referred to therein will
be made and from which it will  withdraw  funds to allow the Trustee to purchase
Equipment Notes from time to time prior to the Delivery Period Termination Date;

            WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "AGREEMENT") and the Note Purchase
Agreement,  upon or shortly  following  delivery of an Aircraft,  the Trustee on
behalf  of  the  Applicable  Trust,  using  funds  withdrawn  under  the  Escrow
Agreement,  shall purchase one or more Equipment  Notes having the same interest
rate as, and final  maturity date not later than the final Regular  Distribution
Date of,  the  Applicable  Certificates  issued  hereunder  and shall  hold such
Equipment Notes in trust for the benefit of the Applicable Certificateholders;

            WHEREAS,  all of the conditions and  requirements  necessary to make
this Trust Supplement,  when duly executed and delivered,  a valid,  binding and
legal  instrument  in  accordance  with its  terms and for the  purposes  herein
expressed,  have been done,  performed  and  fulfilled,  and the  execution  and
delivery  of this Trust  Supplement  in the form and with the terms  hereof have
been in all respects duly authorized;

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

            NOW THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:


                                    ARTICLE I
                                THE CERTIFICATES

            Section 1.01. THE CERTIFICATES.  There is hereby created a series of
Certificates to be issued under the Agreement to be  distinguished  and known as



"6.80%  Continental  Airlines  Pass  Through  Certificates,   Series  1997-4C-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

            The terms and conditions  applicable to the Applicable  Certificates
are as follows:

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be  authenticated  under the Agreement  (except for  Applicable
      Certificates  authenticated and delivered  pursuant to Sections 3.03, 3.04
      and 3.06 of the Basic Agreement) is $111,112,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means January 2 and July 2 of each year,  commencing on
      January 2, 1998, until payment of all of the Scheduled Payments to be made
      under the Equipment Notes has been made.

            (c) The Special  Distribution  Dates with respect to the  Applicable
      Certificates  means any Business  Day on which a Special  Payment is to be
      distributed pursuant to the Agreement.

            (d) At the Escrow Agent's  request under the Escrow  Agreement,  the
      Trustee shall affix the  corresponding  Escrow Receipt to each  Applicable
      Certificate.  In any event,  any  transfer or  exchange of any  Applicable
      Certificate shall also effect a transfer or exchange of the related Escrow
      Receipt.  Prior to the Final  Withdrawal  Date, no transfer or exchange of
      any Applicable  Certificate  shall be permitted  unless the  corresponding
      Escrow  Receipt  is  attached  thereto  and  also  is  so  transferred  or
      exchanged.  By acceptance of any Applicable Certificate to which an Escrow
      Receipt  is  attached,  each  Holder  of  such an  Applicable  Certificate
      acknowledges  and  accepts