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):
                               February 8, 1999


                           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 Identification No.)
of incorporation)
1600 Smith Street, Dept. HQSEO, Houston, Texas 77002 (Address of principal executive offices) (Zip Code) (713) 324-5000 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits. (c) Exhibits. The Exhibit Index is hereby incorporated by reference. The documents listed on the Exhibit Index are filed as Exhibits with reference to the Registration Statement on Form S-3 (Registration No. 333-61601) of Continental Airlines, Inc. The Registration Statement and the Prospectus Supplement, dated January 21, 1999, to the Prospectus, dated August 25, 1998, relate to the offering of Continental Airlines, Inc.'s Pass Through Certificates, Series 1999-1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, Continental Airlines, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CONTINENTAL AIRLINES, INC. By /S/ JEFFERY A. SMISEK --------------------------------- Jeffery A. Smisek Executive Vice President, Secretary and General Counsel February 16, 1999 EXHIBIT INDEX 1.1 Underwriting Agreement, dated January 21, 1999, among Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc., as Underwriters, Westdeutsche Landesbank Girozentrale, New York Branch, as Depositary, and Continental Airlines, Inc. 4.1 Revolving Credit Agreement (1999-1A), dated as of February 8, 1999, between Wilmington Trust Company, as Subordination Agent, as Borrower, and Bayerische Landesbank Girozentrale, as Liquidity Provider 4.2 Revolving Credit Agreement (1999-1B), dated as of February 8, 1999, between Wilmington Trust Company, as Subordination Agent, as Borrower, and Bayerische Landesbank Girozentrale, as Liquidity Provider 4.3 Revolving Credit Agreement (1999-1C), dated as of February 8, 1999, between Wilmington Trust Company, as Subordination Agent, as Borrower, and Bayerische Landesbank Girozentrale, as Liquidity Provider 4.4 Trust Supplement No. 1999-1A-O, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.5 Trust Supplement No. 1999-1A-S, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.6 Trust Supplement No. 1999-1B-O, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.7 Trust Supplement No. 1999-1B-S, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.8 Trust Supplement No. 1999-1C-O, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.9 Trust Supplement No. 1999-1C-S, dated February 8, 1999, between Wilmington Trust Company, as Trustee, and Continental Airlines, Inc. to Pass Through Trust Agreement, dated as of September 25, 1997 4.10 Intercreditor Agreement, dated as of February 8, 1999, among Wilmington Trust Company, as Trustee, Bayerische Landesbank Girozentrale, as Liquidity Provider, and Wilmington Trust Company, as Subordination Agent and Trustee 4.11 Deposit Agreement (Class A), dated as of February 8, 1999, between First Security Bank, National Association, as Escrow Agent, and Westdeutsche Landesbank Girozentrale, New York Branch, as Depositary 4.12 Deposit Agreement (Class B), dated as of February 8, 1999, between First Security Bank, National Association, as Escrow Agent, and Westdeutsche Landesbank Girozentrale, New York Branch, as Depositary 4.13 Deposit Agreement (Class C), dated as of February 8, 1999, between First Security Bank, National Association, as Escrow Agent, and Westdeutsche Landesbank Girozentrale, New York Branch, as Depositary 4.14 Escrow and Paying Agent Agreement (Class A), dated as of February 8, 1999, among First Security Bank, National Association, as Escrow Agent, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc., as Underwriters, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent 4.15 Escrow and Paying Agent Agreement (Class B), dated as of February 8, 1999, among First Security Bank, National Association, as Escrow Agent, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc., as Underwriters, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent 4.16 Escrow and Paying Agent Agreement (Class C), dated as of February 8, 1999, among First Security Bank, National Association, as Escrow Agent, Credit Suisse First Boston Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc., Goldman, Sachs & Co. and Salomon Smith Barney Inc., as Underwriters, Wilmington Trust Company, as Trustee, and Wilmington Trust Company, as Paying Agent 4.17 Note Purchase Agreement, dated as of February 8, 1999, 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 4.18 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) 4.19 Form of Lease (Lease Agreement between First Security Bank, National Association, Lessor, and Continental Airlines, Inc., Lessee) (Exhibit A-2 to Note Purchase Agreement) 4.20 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) 4.21 Form of Leased Aircraft Trust Agreement (Trust Agreement between [________] and First Security Bank, National Association) (Exhibit A-5 to Note Purchase Agreement) 4.22 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) 4.23 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) 4.24 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) 4.25 6.545% Continental Airlines Pass Through Certificate 1999-1A-O, Certificate No. 1 4.26 6.545% Continental Airlines Pass Through Certificate 1999-1A-O, Certificate No. 2 4.27 6.545% Continental Airlines Pass Through Certificate 1999-1A-O, Certificate No. 3 4.28 6.795% Continental Airlines Pass Through Certificate 1999-1B-O, Certificate No. 1 4.29 6.954% Continental Airlines Pass Through Certificate 1999-1C-O, Certificate No. 1 23.1 Consent of Aircraft Information Services, Inc., dated January 18, 1999 23.2 Consent of AvSOLUTIONS, Inc., dated January 18, 1999 23.3 Consent of Morten Beyer and Agnew, Inc., dated January 18, 1999





                       CONTINENTAL AIRLINES, INC., ISSUER

                   Pass Through Certificates, Series 1999-1

                             UNDERWRITING AGREEMENT
                             ----------------------

                                                      January 21, 1999

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

c/o Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York  10010-3629

Dear Sirs:

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

         The Offered  Certificates  will be issued  pursuant  to a Pass  Through
Trust Agreement dated as of September 25, 1997 (the "Basic Agreement"),  between
the Company and the  Trustee,  as  supplemented  with  respect to each series of
Offered  Certificates by a separate Pass Through Trust Supplement to be dated as
of the  Closing  Date (as  defined  below)  (individually,  an  "Original  Trust
Supplement"),  between  the  Company and the  Trustee  (the Basic  Agreement  as
supplemented  by each such Original  Trust  Supplement  being referred to herein
individually as an "Original Pass Through Trust Agreement").  The Original Trust
Supplements  are  related to the  creation  and  administration  of  Continental
Airlines Pass Through Trust, Series 1999-1A-O (the "Class A Trust"), Continental
Airlines  Pass  Through  Trust,  Series  1999-1B-O  (the  "Class B Trust"),  and
Continental  Airlines Pass Through Trust, Series 1999-1C-O (the "Class C Trust";
together with the Class A Trust and the Class B Trust,  the "Original  Trusts").
As used herein,  unless the context otherwise requires,  the term "Underwriters"
shall mean the firms named as  Underwriters  in Schedule  II, and the term "you"
shall mean Credit Suisse First Boston Corporation ("CSFB").



         The cash  proceeds  of the  offering  of Offered  Certificates  by each
Original Trust will be paid to First  Security Bank,  N.A., as escrow agent (the
"Escrow  Agent"),  under an Escrow and Paying Agent  Agreement  among the Escrow
Agent, the Underwriters, the Trustee of such Original Trust and Wilmington Trust
Company, as paying agent (the "Paying Agent"), for the benefit of the holders of
Offered   Certificates   issued  by  such  Original  Trust  (each,   an  "Escrow
Agreement").  The  Escrow  Agent  will  deposit  such  cash  proceeds  (each,  a
"Deposit")  with  Westdeutsche  Landesbank  Girozentrale,  New York  branch (the
"Depositary"),  in accordance with a Deposit Agreement relating to such Original
Trust (each, a "Deposit Agreement"),  and will withdraw Deposits upon request to
allow the Trustee to purchase  Equipment  Notes (as defined in the Note Purchase
Agreement referred to herein) referred to herein from time to time pursuant to a
Note Purchase  Agreement to be dated as of the Closing Date (the "Note  Purchase
Agreement") among the Company,  Wilmington Trust Company,  as Trustee of each of
the Original  Trusts,  as  Subordination  Agent (as hereinafter  defined) and as
Paying Agent, and the Escrow Agent.  Each Escrow Agent will issue receipts to be
attached to each related Offered Certificate  ("Escrow  Receipts")  representing
each  holder's  fractional  undivided  interest in amounts  deposited  with such
Escrow  Agent and will pay to such  holders  through  the related  Paying  Agent
interest  accrued on the Deposits and received by such Paying Agent  pursuant to
the related  Deposit  Agreement at a rate per annum equal to the  interest  rate
applicable to the corresponding Offered Certificates.

         On the earlier of (i) the first Business Day following February 2, 2000
or, if later,  the fifth Business Day following the Delivery Period  Termination
Date (as defined in the Note Purchase Agreement) and (ii) the fifth Business Day
following the occurrence of a Triggering Event (as defined in the  Intercreditor
Agreement) (such Business Day, the "Trust Transfer Date"),  each of the Original
Trusts will transfer and assign all of its assets and rights to a  newly-created
successor  trust with  substantially  identical terms except as described in the
Prospectus  Supplement (as hereinafter  defined) (each, a "Successor Trust" and,
together  with  the  Original  Trusts,  the  "Trusts")  governed  by  the  Basic
Agreement,  as supplemented with respect to each series of Offered  Certificates
by a new separate  Pass Through  Trust  Supplement  (individually,  a "Successor
Trust Supplement"), between the Company and the Trustee (the Basic Agreement, as
supplemented by each such Successor Trust  Supplement,  being referred to herein
individually  as a "Successor Pass Through Trust  Agreement" and,  together with
the Original Pass Through Trust Agreements,  the "Designated Agreements").  Each
Offered  Certificate  outstanding  on the Trust Transfer Date will represent the
same interest in the Successor Trust as the Offered  Certificate  represented in
the Original Trust.  Wilmington Trust Company initially will also act as trustee
of the Successor Trusts (each, a "Successor Trustee").

         Certain amounts of interest payable on the Offered Certificates will be
entitled to the benefits of separate liquidity facilities. Bayerische Landesbank
Girozentrale  (the  "Liquidity  Provider")  will enter into  separate  revolving
credit  agreements with respect to the Class A Trust,  the Class B Trust and the
Class C Trust (collectively,  the "Liquidity  Facilities") to be dated as of the
Closing Date for the benefit of the holders of the Offered  Certificates  issued
by such Original Trusts.  The Liquidity  Provider and the holders of the Offered
Certificates  will be entitled to the benefits of an Intercreditor  Agreement to
be dated as of the  Closing  Date  (the  "Intercreditor  Agreement")  among  the



Trustees,   Wilmington  Trust  Company,   as  subordination  agent  and  trustee
thereunder (the "Subordination Agent"), and the Liquidity Provider.

         The Company has filed with the Securities and Exchange  Commission (the
"Commission") a shelf  registration  statement on Form S-3 (File No.  333-61601)
relating to pass through  certificates (such registration  statement  (including
the  respective  exhibits  thereto  and the  respective  documents  filed by the
Company with the Commission  pursuant to the Securities Exchange Act of 1934, as
amended,   and  the  rules  and   regulations  of  the   Commission   thereunder
(collectively, the "Exchange Act"), that are incorporated by reference therein),
as amended at the date  hereof,  being herein  referred to as the  "Registration
Statement")  and the offering  thereof from time to time in accordance with Rule
415 of the Securities Act of 1933, as amended,  and the rules and regulations of
the Commission thereunder (collectively, the "Securities Act"). The Registration
Statement  has been declared  effective by the  Commission.  A final  prospectus
supplement  reflecting the terms of the Offered  Certificates,  the terms of the
offering  thereof and other  matters  relating to the Offered  Certificates,  as
further  specified in Section 4(d) hereof,  will be prepared and filed  together
with the  basic  prospectus  referred  to below  pursuant  to Rule 424 under the
Securities Act (such prospectus supplement,  in the form first filed on or after
the  date  hereof  pursuant  to  Rule  424,  being  herein  referred  to as  the
"Prospectus  Supplement" and any such prospectus supplement in the form or forms
filed prior to the filing of the Prospectus  Supplement being herein referred to
as a "Preliminary Prospectus Supplement").  The basic prospectus included in the
Registration   Statement   and  relating  to  all   offerings  of  pass  through
certificates under the Registration Statement, as supplemented by the Prospectus
Supplement,  and including the documents  incorporated by reference therein,  is
herein called the "Prospectus", except that, if such basic prospectus is amended
or  supplemented  on or prior to the date on which the Prospectus  Supplement is
first filed  pursuant  to Rule 424,  the term  "Prospectus"  shall refer to such
basic  prospectus  as so  amended or  supplemented  and as  supplemented  by the
Prospectus  Supplement.  Any  reference  herein  to  the  terms  "amendment"  or
"supplement"  with  respect  to the  Prospectus  or any  Preliminary  Prospectus
Supplement  shall be deemed to refer to and include any documents filed with the
Commission  under the Exchange Act after the date the  Prospectus  is filed with
the Commission,  or the date of such Preliminary Prospectus  Supplement,  as the
case may be, and incorporated  therein by reference  pursuant to Item 12 of Form
S-3 under the Securities Act.

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

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



          (i) The Company meets the  requirements  for use of Form S-3 under the
     Securities Act; the Registration  Statement has become  effective;  and, on
     the original effective date of the Registration Statement, the Registration
     Statement  complied in all material  respects with the  requirements of the
     Securities Act. On the effective date of the  Registration  Statement,  the
     Registration  Statement did not include any untrue  statement of a material
     fact or omit to state any material  fact  required to be stated  therein or
     necessary to make the statements  therein not  misleading,  and on the date
     hereof  and  on  the  Closing  Date,   the   Prospectus,   as  amended  and
     supplemented,  if  the  Company  shall  have  furnished  any  amendment  or
     supplement thereto,  does not and will not include an untrue statement of a
     material  fact and does  not and  will  not omit to state a  material  fact
     necessary  in order to make the  statements  therein,  in the  light of the
     circumstances  under which they were made,  not  misleading.  The preceding
     sentence  does  not  apply  to (x)  statements  in or  omissions  from  the
     Registration Statement,  the Preliminary Prospectus or the Prospectus based
     upon (A) written  information  furnished to the Company by any  Underwriter
     through CSFB expressly for use therein  ("Underwriter  Information") or (B)
     the Depositary  Information (as  hereinafter  defined) or (y) statements or
     omissions  in  that  part  of  each  Registration   Statement  which  shall
     constitute  the  Statement of  Eligibility  of the Trustee  under the Trust
     Indenture Act of 1939, as amended (the "Trust Indenture Act"), on Form T-1.

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

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

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



     Subsidiary's  capital  stock  owned by the  Company,  directly  or  through
     subsidiaries, is owned free from liens, encumbrances and defects.

          (v)  Except as  described  in the  Prospectus,  the  Company is not in
     default in the  performance  or  observance of any  obligation,  agreement,
     covenant or condition contained in any contract, indenture,  mortgage, loan
     agreement,  note,  lease or other  instrument  to which it is a party or by
     which it may be bound or to which  any of its  properties  may be  subject,
     except for such defaults that would not have a Continental Material Adverse
     Effect.  The execution,  delivery and performance of this Agreement and the
     Operative  Agreements  to which the  Company  is or will be a party and the
     consummation of the transactions  contemplated herein and therein have been
     duly authorized by all necessary  corporate  action of the Company and will
     not result in any breach of any of the terms,  conditions or provisions of,
     or constitute a default  under,  or result in the creation or imposition of
     any lien, charge or encumbrance (other than any lien, charge or encumbrance
     created under any Operative  Agreement)  upon any property or assets of the
     Company  pursuant to any indenture,  loan  agreement,  contract,  mortgage,
     note, lease or other instrument to which the Company is a party or by which
     the Company  may be bound or to which any of the  property or assets of the
     Company is subject,  which breach,  default,  lien,  charge or encumbrance,
     individually or in the aggregate, would have a Continental Material Adverse
     Effect, nor will any such execution,  delivery or performance result in any
     violation of the provisions of the charter or by-laws of the Company or any
     statute,  any rule,  regulation or order of any governmental agency or body
     or any court having jurisdiction over the Company.

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

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



          (viii) The  Operative  Agreements to which the Company is or will be a
     party, when duly executed and delivered by the Company,  assuming that such
     Operative Agreements have been duly authorized,  executed and delivered by,
     and  constitute  the legal,  valid and binding  obligations  of, each other
     party thereto, will constitute valid and binding obligations of the Company
     enforceable  in  accordance  with their  terms,  except (w) as  enforcement
     thereof  may be  limited  by  bankruptcy,  insolvency  (including,  without
     limitation,  all laws  relating to fraudulent  transfers),  reorganization,
     moratorium  or other  similar laws now or  hereafter in effect  relating to
     creditors'  rights  generally,  (x) as  enforcement  thereof  is subject to
     general  principles  of  equity  (regardless  of  whether   enforcement  is
     considered   in  a  proceeding   in  equity  or  at  law),   (y)  that  the
     enforceability  of the Leases may also be limited by applicable  laws which
     may  affect  the  remedies  provided  therein  but which do not  affect the
     validity of the Leases or make such remedies  inadequate  for the practical
     realization  of the benefits  intended to be provided  thereby and (z) with
     respect to  indemnification  and  contribution  provisions,  as enforcement
     thereof may be limited by applicable  law, and subject,  in the case of the
     Successor  Pass  Through  Trust  Agreements,  to the delayed  effectiveness
     thereof  as  set  forth  therein.   The  Basic  Agreement  as  executed  is
     substantially  in the form  filed as an exhibit  to the  Company's  current
     report on Form 8-K dated  September  25,  1997 and has been duly  qualified
     under the Trust Indenture Act. The Offered  Certificates and the Designated
     Agreements  to which the Company  is, or is to be, a party will  conform in
     all material respects to the descriptions thereof in the Prospectus.

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

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

          (xi) On or prior to the  Closing  Date,  the  issuance  of the Offered
     Certificates  will be duly  authorized by the Trustee.  When duly executed,
     authenticated,  issued  and  delivered  in the manner  provided  for in the



     Original Pass Through Trust Agreements and sold and paid for as provided in
     this Agreement, the Offered Certificates will be legally and validly issued
     and will be entitled to the benefits of the relevant  Original Pass Through
     Trust Agreements;  based on applicable law as in effect on the date hereof,
     upon the execution and delivery of the Assignment and Assumption Agreements
     in accordance with the Original Pass Through Trust Agreements,  the Offered
     Certificates  will be legally  and  validly  outstanding  under the related
     Successor Pass Through Trust Agreements; and when executed,  authenticated,
     issued and delivered in the manner  provided for in the Escrow  Agreements,
     the Escrow Receipts will be legally and validly issued and will be entitled
     to the benefits of the related Escrow Agreements.

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

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

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

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

          (xvi) Except as disclosed in the  Prospectus,  (x) neither the Company
     nor  any  of  the  Subsidiaries  is in  violation  of  any  statute,  rule,
     regulation,  decision  or order of any  governmental  agency or body or any
     court,  domestic  or foreign,  relating to the use,  disposal or release of
     hazardous or toxic substances (collectively, "environmental laws"), owns or
     operates any real property  contaminated with any substance that is subject
     to any  environmental  laws,  or is  subject to any claim  relating  to any



     environmental  laws,  which  violation,  contamination,  liability or claim
     individually  or  in  the  aggregate  is  reasonably  expected  to  have  a
     Continental  Material  Adverse Effect,  and (y) the Company is not aware of
     any  pending  investigation  which  might  lead  to  such a  claim  that is
     reasonably expected to have a Continental Material Adverse Effect.

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

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

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

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

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

         (i) The  information  pertaining to the  Depositary set forth under the
     caption   "Description   of   the   Deposit   Agreements   --   Depositary"
     (collectively,  the "Depositary  Information") in the Prospectus as amended



     and  supplemented,  if the Company  shall have  furnished  any amendment or
     supplement thereto,  does not, and will not as of the Closing Date, contain
     any untrue statement of a material fact.

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

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

         (iv) The execution and delivery by the Depositary of this Agreement and
     the  Deposit   Agreements  and  the   consummation   of  the   transactions
     contemplated herein and therein have been duly authorized by the Depositary
     and will not violate any law, governmental rule or regulation or any of its
     organizational  documents or any order,  writ,  injunction or decree of any
     court or governmental agency against it or the provisions of any indenture,
     loan agreement,  contract or other  instrument to which it is a party or is
     bound.

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

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

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

         (c) The parties agree that any certificate  signed by a duly authorized
officer of the Company and  delivered to an  Underwriter,  or to counsel for the
Underwriters,  on the Closing Date and in connection  with this Agreement or the



offering  of the  Offered  Certificates,  shall be deemed a  representation  and
warranty  by (and only by) the  Company to the  Underwriters  as to the  matters
covered thereby.

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

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

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

         (d) Delivery of and payment for the Offered Certificates (with attached
Escrow  Receipts)  shall be made at the offices of Hughes  Hubbard & Reed LLP at
One Battery  Park Plaza,  New York,  New York 10004 at 10:00 A.M. on February 8,
1999 or such other date, time and place as may be agreed upon by the Company and
you (such date and time of delivery  and  payment  for the Offered  Certificates
(with  attached  Escrow  Receipts)  being  herein  called the  "Closing  Date").
Delivery of the Offered  Certificates  (with attached Escrow Receipts) issued by
each  Original  Trust  shall be made to your  account  at The  Depository  Trust
Company ("DTC") for the respective accounts of the several  Underwriters against
payment by the  Underwriters  of the  purchase  price  thereof.  Payment for the
Offered  Certificates  issued  by each  Original  Trust and the  related  Escrow
Receipts  attached thereto shall be made by the Underwriters by wire transfer of
immediately  available funds to the accounts and in the manner  specified in the
related Escrow  Agreements  (PROVIDED,  that if the Company notifies CSFB that a
Delivery Date is occurring on the Closing Date, a portion of such payment in the



amount  specified by the Company shall be paid to the accounts and in the manner
specified  in the related  Participation  Agreement).  The Offered  Certificates
(with attached  Escrow  Receipts)  issued by each Original Trust shall be in the
form of one or more fully registered global certificates, and shall be deposited
with the related Trustee as custodian for DTC and registered in the name of Cede
& Co.

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

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

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

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

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

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

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

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

         (f) On the Closing Date,  you shall have received an opinion of Schwarz
     Kurtze Schniewind  Kelwing Wicke,  special German counsel for the Liquidity



     Provider,  dated  the  Closing  Date,  in  form  and  substance  reasonably
     satisfactory to you and  substantially to the effect set forth in Exhibit E
     hereto.

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

         (h) On the Closing  Date,  you shall have  received an opinion of Peter
     Foller and Klaus Neuper, German in-house counsel for the Depositary,  dated
     the Closing Date, in form and substance reasonably satisfactory to you.

         (i) On the Closing Date, you shall have received an opinion of Shearman
     & Sterling, special New York counsel for the Depositary,  dated the Closing
     Date,  in  form  and   substance   reasonably   satisfactory   to  you  and
     substantially to the effect set forth in Exhibit G hereto.

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

         (k) Subsequent to the execution and delivery of this  Agreement,  there
     shall not have occurred any change, or any development or event involving a
     prospective  change,  in the  condition  (financial  or  other),  business,
     properties  or results of  operations  of the Company and its  subsidiaries
     considered  as one  enterprise  that,  in your  judgment,  is material  and
     adverse and that makes it, in your judgment,  impracticable to proceed with
     the completion of the public  offering of the Offered  Certificates  on the
     terms and in the manner contemplated by the Prospectus.

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

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



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

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

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

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

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

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



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

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

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

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



     cooperation with the Underwriters, to prevent the issuance of any such stop
     order suspending such  qualification  and, if any such order is issued,  to
     obtain the lifting thereof at the earliest possible moment.

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

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

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

         (f) During the period of ten years after the Closing Date,  the Company
     will promptly furnish to each of the Underwriters,  upon request, copies of
     all Annual Reports on Form 10-K and any definitive  proxy  statement of the
     Company filed with the Commission.

         (g)  Between  the date of this  Agreement  and the  Closing  Date,  the
     Company shall not,  without your prior  written  consent,  offer,  sell, or
     enter into any  agreement  to sell (as public  debt  securities  registered



     under the Securities Act (other than the Offered  Certificates)  or as debt
     securities   which  may  be  resold  in  a  transaction   exempt  from  the
     registration  requirements  of the  Securities Act in reliance on Rule 144A
     thereunder and which are marketed through the use of a disclosure  document
     containing  substantially  the same information as a prospectus for similar
     debt securities  registered under the Securities Act), any equipment notes,
     pass  through  certificates,  equipment  trust  certificates  or  equipment
     purchase  certificates  secured by aircraft  owned or leased by the Company
     (or rights relating thereto).

         5.  INDEMNIFICATION  AND  CONTRIBUTION.   (a)  The  Company  agrees  to
indemnify  and hold  harmless  each  Underwriter,  and each Person,  if any, who
controls  such  Underwriter  within  the  meaning  of either  Section  15 of the
Securities  Act or Section 20 of the  Exchange  Act from and against any and all
losses,  claims,  damages and liabilities  (including,  without limitation,  any
legal or other  expenses  reasonably  incurred  by any  Underwriter  or any such
controlling person in connection with defending or investigating any such action
or claim)  caused by any untrue  statement  or  alleged  untrue  statement  of a
material fact contained in the Registration  Statement or any amendment thereof,
the Preliminary  Prospectus or the Prospectus (as amended or supplemented if the
Company shall have furnished any amendments or supplements  thereto),  or caused
by any omission or alleged omission to state therein a material fact required to
be stated  therein or necessary to make the statements  therein not  misleading,
except insofar as such losses,  claims, damages or liabilities are caused by any
such untrue  statement or omission or alleged untrue statement or omission based
upon Underwriter Information or Depositary Information;  PROVIDED, HOWEVER, that
the foregoing  indemnity  agreement with respect to the  Preliminary  Prospectus
shall not inure to the benefit of any Underwriter from whom the person asserting
any  such  losses,   claims,   damages  or  liabilities  purchased  the  Offered
Certificates, or to the benefit of any person controlling such Underwriter, if a
copy of the  Prospectus  (as then amended or  supplemented  if the Company shall
have furnished any  amendments or supplements  thereto) was not sent or given by
or on behalf of such  Underwriter to such person,  if required by law so to have
been  delivered,  at or prior to the  written  confirmation  of the sale of such
Offered  Certificates  to such person,  and if the  Prospectus (as so amended or
supplemented)  would have cured the defect  giving rise to such losses,  claims,
damages or  liabilities  unless  such  failure to deliver the  Prospectus  was a
result of noncompliance by the Company with its delivery  requirements set forth
in Section 4(a).

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

         (c) In case any proceeding  (including any governmental  investigation)
shall be instituted  involving  any person in respect of which  indemnity may be
sought  pursuant  to  either  paragraph  (a)  or (b)  above,  such  person  (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity may be sought (the "indemnifying  party") in writing. The indemnifying



party, upon request of the indemnified party,  shall, and the indemnifying party
may elect to, retain counsel reasonably satisfactory to the indemnified party to
represent  the  indemnified  party and any  others  the  indemnifying  party may
designate in such proceeding and the  indemnifying  party shall pay the fees and
disbursements  of  such  counsel  related  to  such  proceeding.   In  any  such
proceeding,  any  indemnified  party  shall  have the  right to  retain  its own
counsel,  but the fees and expenses of such  counsel  shall be at the expense of
such  indemnified  party unless (i) the  indemnifying  party and the indemnified
party shall have  mutually  agreed to the  retention of such  counsel,  (ii) the
named parties to any such proceeding  (including any impleaded  parties) include
both the indemnifying party and the indemnified party and representation of both
parties by the same counsel  would be  inappropriate  due to actual or potential
differing  interests  between them, or (iii) the  indemnifying  party shall have
failed to retain  counsel as required by the prior  sentence  to  represent  the
indemnified  party within a reasonable amount of time. It is understood that the
indemnifying  party  shall not, in  connection  with any  proceeding  or related
proceedings  in the same  jurisdiction,  be liable for the fees and  expenses of
more than one  separate  firm (in  addition to any local  counsel)  for all such
indemnified  parties and that all such fees and expenses  shall be reimbursed as
they are incurred.  Such firm shall be designated in writing by CSFB in the case
of parties indemnified pursuant to paragraph (a) above and by the Company in the
case of parties  indemnified  pursuant to paragraph (b) above.  The indemnifying
party shall not be liable for any settlement of any proceeding  effected without
its written  consent,  but if settled  with such  consent or if there be a final
judgment for the  plaintiff,  the  indemnifying  party  agrees to indemnify  the
indemnified  party  from and  against  any loss or  liability  by reason of such
settlement or judgment.  Notwithstanding the foregoing sentence,  if at any time
an indemnified  party shall have requested in writing an  indemnifying  party to
reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third  sentences of this  paragraph,  the  indemnifying  party
agrees that it shall be liable for any  settlement  of any  proceeding  effected
without its written  consent if (i) such settlement is entered into more than 90
days after receipt by such indemnifying  party of the aforesaid request and (ii)
such  indemnifying  party shall not have  reimbursed  the  indemnified  party in
accordance with such request prior to the date of such  settlement,  unless such
fees and expenses are being disputed in good faith.  The  indemnifying  party at
any time may,  subject to the last  sentence  of this  Section  5(c),  settle or
compromise  any  proceeding  described  in this  paragraph at the expense of the
indemnifying  party.  No  indemnifying  party shall,  without the prior  written
consent of the  indemnified  party,  effect  any  settlement  of any  pending or
threatened proceeding in respect of which any indemnified party is or could have
been a party and indemnity could have been sought  hereunder by such indemnified
party,  unless  such  settlement  includes  an  unconditional  release  of  such
indemnified  party from all  liability on claims that are the subject  matter of
such proceeding.

         (d) To the extent the indemnification  provided for in paragraph (a) or
(b)  of  this  Section  5 is  required  to be  made  but  is  unavailable  to an
indemnified party or insufficient in respect of any losses,  claims,  damages or
liabilities,  then the applicable  indemnifying  party under such paragraph,  in
lieu of indemnifying such indemnified party thereunder,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such  losses,
claims,  damages or  liabilities  (i) in such  proportion as is  appropriate  to
reflect the relative benefits received by the Company,  on the one hand, and the



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

         (e) The Company and the Underwriters agree that it would not be just or
equitable if contribution pursuant to this Section 5 were determined by PRO RATA
allocation  (even  if the  Underwriters  were  treated  as one  entity  for such
purpose) or by any other method of allocation  that does not take account of the
equitable  considerations referred to in paragraph (d) above. The amount paid or
payable by an indemnified party as a result of the losses,  claims,  damages and
liabilities  referred  to in  paragraph  (d) above  shall be deemed to  include,
subject  to the  limitations  set  forth  above,  any  legal or  other  expenses
reasonably  incurred by such indemnified party in connection with  investigating
or defending any such action or claim.  Notwithstanding  the  provisions of this
Section 5, no  Underwriter  shall be required to contribute any amount in excess
of the  amount  by which  the  total  price at which  the  Offered  Certificates
underwritten  by it and  distributed  to the public  were  offered to the public
exceeds the amount of any  damages  that such  Underwriter  has  otherwise  been
required to pay by reason of such untrue or alleged untrue statement or omission
or alleged omission.  No person guilty of fraudulent  misrepresentation  (within
the  meaning of  Section  11(f) of the  Securities  Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.  The indemnity and contribution  provisions contained in this
Section 5 and the  representations  and  warranties of the Company  contained in
this Agreement shall remain operative and in full force and effect regardless of
(i) any  termination of this  Agreement,  (ii) any  investigation  made by or on
behalf of any Underwriter or any person  controlling any Underwriter or by or on
behalf of the Company,  its officers or directors or any person  controlling the
Company,   and  (iii)   acceptance  of  and  payment  for  any  of  the  Offered
Certificates.  The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies  which may  otherwise be available to any
indemnified party at law or in equity.



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

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

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



clauses (a)(i)  through (iv),  such event singly or together with any other such
event  makes  it, in  CSFB's  judgment,  impracticable  to  market  the  Offered
Certificates on the terms and in the manner contemplated in the Prospectus.

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

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

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

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

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

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

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



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

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

          (ix)  reasonable   fees   and   disbursements   of  counsel   for  the
     Underwriters;

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

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

         10. NOTICES.  All  communications  hereunder will be in writing and, if
sent  to the  Underwriters,  will be  mailed,  delivered  or  sent by  facsimile
transmission and confirmed to the  Underwriters,  c/o Credit Suisse First Boston
Corporation, Eleven Madison Avenue, New York, N.Y. 10010, Attention: Transaction
Advisory Group,  facsimile  number (212)  325-8278,  and if sent to the Company,
will be mailed,  delivered or sent by facsimile transmission and confirmed to it
at 1600 Smith Street,  HQSEO,  Houston,  TX 77002,  Attention:  Chief  Financial
Officer and General Counsel, facsimile number (713) 324-2687; PROVIDED, HOWEVER,
that  any  notice  to an  Underwriter  pursuant  to  Section  5 will  be sent by
facsimile transmission or delivered and confirmed to such Underwriter.

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

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

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

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

         15.  JURISDICTION.  Each of the  parties  hereto  agrees that any legal
suit,  action or proceeding  arising out of or relating to this Agreement or the
transactions  contemplated  hereby may be instituted in any U.S.  federal or New
York State  court in the  Borough of  Manhattan  in the City of New York (each a



"New York court") and each of the parties hereto hereby  irrevocably  waives any
objection  which it may now or hereafter have to the laying of venue of any such
proceeding,  and irrevocably  submits to the  jurisdiction of such courts,  with
respect  to actions  brought  against it as  defendant,  in any suit,  action or
proceeding.  Each of the parties to this Agreement  agrees that a final judgment
in any such suit,  action or proceeding  shall be conclusive and may be enforced
in other  jurisdictions  by suit on the judgment or in any other manner provided
by law in accordance with applicable law.






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

                                                Very truly yours,

                                                CONTINENTAL AIRLINES, INC.


                                                By:  _________________________
                                                     Name: Gerald Laderman
                                                     Title: Vice President


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

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

By:  CREDIT SUISSE FIRST BOSTON CORPORATION



        By: ________________________________
            Name:  Thomas L. Smith
            Title:  Director


WESTDEUTSCHE LANDESBANK GIROZENTRALE
New York Branch, as Depositary


By: ______________________________
    Name:
    Title:


By: ______________________________
    Name:
    Title:





                                   SCHEDULE I

                   (Pass Through Certificates, Series 1999-1)

                           CONTINENTAL AIRLINES, INC.
                           --------------------------

PASS THROUGH AGGREGATE FINAL CERTIFICATE PRINCIPAL MATURITY DESIGNATION AMOUNT INTEREST RATE DATE ----------- ------ ------------- ---- 1999-1A $541,746,000 6.545% August 2, 2020 1999-1B $137,051,000 6.795% February 2, 2020 1999-1C $127,039,000 6.954% February 2, 2011
SCHEDULE II
UNDERWRITERS 1999-1A 1999-1B 1999-1C ------------ ------- ------- ------- Credit Suisse First $108,350,000 $27,411,000 $25,411,000 Boston Corporation Eleven Madison Avenue New York, NY 10010 Morgan Stanley & Co. 108,349,000 27,410,000 25,407,000 Incorporation 1585 Broadway New York, NY 10036 Chase Securities Inc. 108,349,000 27,410,000 25,407,000 270 Park Avenue New York, NY 10017 Goldman, Sachs & Co. 108,349,000 27,410,000 25,407,000 85 Broad Street New York, NY 10004 Salomon Smith Barney, 108,349,000 27,410,000 25,407,000 Inc. 7 World Trade Center New York, NY 10048
SCHEDULE III CONTINENTAL AIRLINES, INC. Underwriting fees, discounts, commissions or other compensation: $7,308,932 Closing date, time and location: February 8, 1999 10:00 A.M., New York time Hughes Hubbard & Reed LLP One Battery Park Plaza New York, New York 10004



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

                           REVOLVING CREDIT AGREEMENT
                                    (1999-1A)


                          Dated as of February 8, 1999

                                   between

                          WILMINGTON TRUST COMPANY,

                           as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1999-1A

                                 as Borrower

                                     and

                     BAYERISCHE LANDESBANK GIROZENTRALE,

                            as Liquidity Provider

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


                                 Relating to

               Continental Airlines Pass Through Trust 1999-1A
            6.545% Continental Airlines Pass Through Certificates,
                                 Series 1999-1A




                                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...............................................7
   Section 2.02.  Making the Advances. ......................................7
   Section 2.03.  Fees. .....................................................9
   Section 2.04.  Reductions 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. .........................10
   Section 2.07.  Payments to the Liquidity Provider Under the
                  Intercreditor Agreement. .................................11
   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. .....12

                     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. .............................14
   Section 3.04.  Payments. ................................................15
   Section 3.05.  Computations. ............................................15
   Section 3.06.  Payment on Non-Business Days. ............................15
   Section 3.07.  Interest. ................................................16
   Section 3.08.  Replacement of Borrower. .................................17
   Section 3.09.  Funding Loss Indemnification. ............................17
   Section 3.10.  Illegality. ..............................................18

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

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

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

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


                                TABLE OF CONTENTS
                                   (Continued)
                                                                            PAGE


   Section 7.04.  Further Assurances. ......................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions. .........23
   Section 7.06.  Liability of the Liquidity Provider. .....................23
   Section 7.07.  Costs, Expenses and Taxes. ...............................24
   Section 7.08.  Binding Effect; Participations. ..........................24
   Section 7.09.  Severability. ............................................25
   Section 7.10.  GOVERNING LAW. ...........................................26
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver
                  of Immunity. .............................................26
   Section 7.12.  Execution in Counterparts. ...............................27
   Section 7.13.  Entirety. ................................................27
   Section 7.14.  Headings. ................................................27
   Section 7.15.  Transfer. ................................................27
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. ........27

ANNEX I     Interest Advance Notice of Borrowing
ANNEX II    Non-Extension Advance Notice of Borrowing
ANNEX III   Downgrade Advance Notice of Borrowing
ANNEX IV    Final Advance Notice of Borrowing
ANNEX V     Notice of Termination
ANNEX VI    Notice of Replacement Subordination Agent





                      REVOLVING CREDIT AGREEMENT (1999-1A)

            This REVOLVING  CREDIT  AGREEMENT  (1999-1A) dated as of February 8,
1999,  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 BAYERISCHE LANDESBANK GIROZENTRALE,  a
public law  banking  institution  organized  under the laws of the Free State of
Bavaria, Germany (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% per  annum,  or (y) with  respect to any
     Unapplied Provider Advance, the rate per annum specified in the Fee Letter.




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

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

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

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  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.  1999-1A-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,  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.

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

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




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

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

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

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

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

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

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

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

          "EXPIRY DATE" means February 6, 2000  initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

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




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

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

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

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

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

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR  Advance or (y) the  withdrawal  of funds from the
               Class  A 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; and

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

      PROVIDED,  HOWEVER, that if (x) the Final Advance shall have been made, or
      (y) other  outstanding  Advances  shall have been converted into the Final
      Advance,  then the Interest  Periods  shall be  successive  periods of one
      month  beginning  on  the  third  Business  Day  following  the  Liquidity
      Provider's  receipt of the Notice of Borrowing  for such Final Advance (in
      the case of clause (x) above) or the Regular  Distribution  Date following
      such conversion (in the case of clause (y) above).

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

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

          (i)  the rate per  annum  appearing  on  display  page  3750  (British
               Bankers  Association-LIBOR)  of the Dow Jones Markets Service (or



               any successor or substitute therefor) at approximately 11:00 A.M.
               (London  time) two  Business  Days  before  the first day of such
               Interest Period,  as the rate for dollar deposits with a maturity
               comparable to such Interest Period, or

          (ii) if the  rate  calculated  pursuant  to  clause  (i)  above is not
               available,  the average (rounded  upwards,  if necessary,  to the
               next  1/16 of 1%) of the rates  per  annum at which  deposits  in
               dollars  are offered for the  relevant  Interest  Period by three
               banks of recognized  standing selected by the Liquidity  Provider
               in the  London  interbank  market  at  approximately  11:00  A.M.
               (London  time) two  Business  Days  before  the first day of such
               Interest Period in an amount approximately equal to the principal
               amount of the LIBOR Advance to which such  Interest  Period is to
               apply and for a period comparable to such Interest Period.

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

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

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

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

          "MAXIMUM COMMITMENT" means initially  $53,185,914,  as the same may be
     reduced from time to time in accordance with Section 2.04(a).

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

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

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

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




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

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated January
     21, 1999 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.

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1999-1A-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  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

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

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

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

     "ACCELERATION", "CERTIFICATES", "CLASS A CASH COLLATERAL ACCOUNT", "CLASS A
     CERTIFICATES",  "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", "FEE LETTER", "FINAL LEGAL
     DISTRIBUTION DATE", "FINANCING AGREEMENT",  "INDENTURE",  "INTEREST PAYMENT
     DATE",  "INVESTMENT  EARNINGS",  "LEASED AIRCRAFT",  "LIQUIDITY  FACILITY",
     "LIQUIDITY   OBLIGATIONS",   "LOAN   TRUSTEE",   "MOODY'S",   "NON-EXTENDED
     FACILITY",  "NOTE  PURCHASE  AGREEMENT",   "OPERATIVE  AGREEMENTS",  "OWNED
     AIRCRAFT",   "PARTICIPATION   AGREEMENT",   "PERFORMING   EQUIPMENT  NOTE",
     "PERSON", "POOL BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR
     DISTRIBUTION  DATE",   "REPLACEMENT   LIQUIDITY   FACILITY",   "RESPONSIBLE
     OFFICER",  "SCHEDULED  PAYMENT",  "SPECIAL  PAYMENT",  "STANDARD & POOR'S",
     "STATED INTEREST RATE", "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING",
     "TRANSFER", "TRUST AGREEMENTS",  "TRUSTEE",  "UNDERWRITERS",  "UNDERWRITING
     AGREEMENT", and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

            Section  2.01.   THE  ADVANCES.   The  Liquidity   Provider   hereby
irrevocably  agrees, on the terms and conditions  hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the period
from the Effective Date until 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 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 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 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 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 1:00 p.m.  (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or on such later  Business Day specified in
such Notice of Borrowing.  If a Notice of Borrowing is delivered by the Borrower
in respect of any  Borrowing  after 1:00 p.m. (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such  Borrowing in U.S.  dollars and in immediately  available  funds,
before 12:00 noon (New York City time) on the first  Business Day next following
the day of receipt of such Notice of  Borrowing  or on such later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of  Borrowing  shall be  irrevocable  and binding on the  Borrower.  Each
Notice of Borrowing  shall be effective  upon  delivery of a copy thereof to the
Liquidity  Provider's  New York Branch at the address  specified in Section 7.02
hereof.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. Notwithstanding the provisions
of  Section  2.02(e),  if the  Liquidity  Provider  makes an  Advance  requested
pursuant to a Notice of Borrowing  before 12:00 noon (New York City time) on the
second Business Day after the date of payment specified in said Section 2.02(e),
the Liquidity  Provider shall have fully  discharged its  obligations  hereunder
with  respect to such Advance and shall not be in default  hereunder.  Following
the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund
the Class A Cash  Collateral  Account,  the  Liquidity  Provider  shall  have no
interest in or rights to the Class A Cash  Collateral  Account,  such Advance or
any other  amounts  from time to time on deposit in the Class A Cash  Collateral
Account;  PROVIDED that the foregoing shall not affect or impair the obligations
of the  Subordination  Agent to make the  distributions  contemplated by Section
3.6(e) or (f) of the Intercreditor  Agreement,  and PROVIDED  FURTHER,  that the
foregoing  shall not affect or impair the rights of the  Liquidity  Provider  to
provide written  instructions with respect to the investment and reinvestment of
amounts in the Cash Collateral Accounts to the extent provided in Section 2.2(b)
of the Intercreditor  Agreement.  By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance  with the provisions of this  Agreement,
the  Liquidity   Provider  makes  no   representation  as  to,  and  assumes  no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

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




            Section 2.04. REDUCTIONS OR TERMINATION OF THE MAXIMUM COMMITMENT.

            (a) AUTOMATIC  REDUCTION.  Promptly following each date on which the
Required Amount is reduced as a result of a reduction in the Pool Balance of the
Class A Certificates or otherwise, the Maximum Commitment shall automatically be
reduced to an amount equal to 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 Class A
Cash Collateral Account, invested and withdrawn from 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 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 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 such reduction,  plus interest on the principal amount
prepaid as provided in Section 3.07 hereof.

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

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

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




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

            Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be
made by the Borrower  under this  Agreement  shall be made only from the amounts
that constitute  Scheduled Payments,  Special Payments or payments under Section
8.1 of the  Participation  Agreements with respect to Owned  Aircraft,  payments
under  Section  9.1 of the  Participation  Agreements  with  respect  to  Leased
Aircraft and payments under Section 6 of the Note Purchase Agreement and only to
the extent that the Borrower shall have sufficient income or proceeds  therefrom
to enable the  Borrower to make  payments in  accordance  with the terms  hereof
after  giving  effect to the  priority of payments  provisions  set forth in the
Intercreditor  Agreement. The Liquidity Provider agrees that it will look solely
to such amounts to the extent  available for  distribution  to it as provided in
the  Intercreditor  Agreement and this  Agreement and that the Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the Class A Cash  Collateral  Account  shall be  available to the Borrower to
make  payments  under this  Agreement  only to the  extent and for the  purposes
expressly contemplated in Section 3.6(f) of the Intercreditor Agreement.

            Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION  ADVANCE.
The Borrower may, from time to time, by notice to the Liquidity  Provider  (each
such notice  being an  "EXTENSION  NOTICE")  given no later than 40th day and no
earlier than the 60th day prior to the then applicable  Expiry Date,  request an
extension  of the  Expiry  Date to the  earlier of (i) the date which is 15 days
after the Final Legal  Distribution  Date for the Class A Certificates  and (ii)
the date that is the day immediately preceding the 364th day occurring after the
last day of the Consent Period (as hereinafter defined).  The Liquidity Provider
may, by a notice (a "CONSENT  NOTICE") to the Borrower,  given during the period
commencing with the date of the Liquidity  Provider's  receipt of such Extension
Notice and  ending on the date that is 25 days prior to the Expiry  Date then in
effect (the  "CONSENT  PERIOD"),  consent to such  extension of the Expiry Date,
which consent may be given or withheld by the Liquidity Provider in its absolute
and sole  discretion;  PROVIDED,  HOWEVER,  that  such  extension  shall  not be
effective  with respect to the Liquidity  Provider if by a notice (a "WITHDRAWAL
NOTICE") to the Borrower during the Consent Period the Liquidity Provider either
declines  to consent to such  extension  or revokes  its  Consent  Notice.  If a
Withdrawal  Notice has been  given or if the  Liquidity  Provider  has failed to
deliver a Consent  Notice  within the Consent  Period (and, in each case, if the
Liquidity  Provider  shall not have been  replaced in  accordance  with  Section
3.6(e) of the  Intercreditor  Agreement),  the Borrower shall be entitled on and
after the date on which the Consent Period ends (but prior to the then effective
Expiry  Date) to request a  Non-Extension  Advance in  accordance  with  Section
2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.





                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

            Section  3.01.  INCREASED  COSTS.  The  Borrower  shall  pay  to the
Liquidity  Provider  from  time to time  such  amounts  as may be  necessary  to
compensate  the  Liquidity  Provider  for any  increased  costs  incurred by the
Liquidity Provider which are attributable to its making or maintaining any LIBOR
Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction  in  any  amount  receivable  by the  Liquidity  Provider  under  this
Agreement or the Intercreditor Agreement in respect of any such Advances or such
obligation  (such increases in costs and reductions in amounts  receivable being
herein called "ADDITIONAL  COSTS"),  resulting from any change after the date of
this Agreement in U.S. federal, state, municipal, or foreign laws or regulations
(including  Regulation  D of the  Board  of  Governors  of the  Federal  Reserve
System),  or the  adoption  or making  after the date of this  Agreement  of any
interpretations,  directives,  or  requirements  applying  to a class  of  banks
including the Liquidity Provider under any U.S. federal,  state,  municipal,  or
any foreign laws or regulations  (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
Facility  Office if making such  change  would avoid the need for, or reduce the
amount of, any amount payable under this Section that may thereafter  accrue and
would not, in the reasonable  judgment of the Liquidity  Provider,  be otherwise
disadvantageous to the Liquidity Provider.

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

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




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

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

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

            Section 3.03. PAYMENTS FREE OF DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "NON-EXCLUDED  TAXES" and,
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 Facility  Office if making such change would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower  two  original  Internal  Revenue  Service  Form 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 First Union Bank International,
Swift/BIC-Code:  PNBPUS3N NYC (Fedwire 0260 0509 2/ CHIPS/ABA  0509) in favor of
account  number 2000 193 534 122  Bayerische  Landesbank  Girozentrale,  Munich,
Swift/BIC-Code: BYLADEMM, Reference: RCA Continental EETC 1999-1A.

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

            Section 3.06. PAYMENT ON NON-BUSINESS DAYS.  Whenever any payment to
be made hereunder  shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made,  shall be deemed to have been
made when  due).  If any  payment in  respect  of  interest  on an Advance is so



deferred to the next succeeding  Business Day, such deferral shall not delay the
commencement  of the next Interest Period for such Advance (if such Advance is a
LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

            Section 3.07.  INTEREST.  (a) Subject to Section 2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount thereof was withdrawn from the Class A 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  (or, if such Final Advance is deemed to
have been made,  without  delivery of a Notice of Borrowing  pursuant to Section
2.06, by requesting,  prior to 11:00 a.m. on the first Business Day  immediately
following the Borrower's receipt of the applicable Termination Notice, that such
Final Advance not be converted from a Base Rate Advance to a LIBOR Advance).

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




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

            (e) Each outstanding  Unapplied Provider Advance shall bear interest
in an amount equal to the Investment Earnings on amounts on deposit in the Class
A Cash Collateral Account plus the Applicable Margin for such Unapplied Provider
Advance  on the amount of such  Unapplied  Provider  Advance  from time to time,
payable in arrears on each Regular Distribution Date.

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

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

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

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

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

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

            Section 3.10.  ILLEGALITY.  Notwithstanding  any other  provision in
this Agreement, if any change in any applicable law, rule or regulation,  or any



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

                                   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) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such  Termination  Notice is received
by the  Borrower,  (ii) the  Borrower to  promptly  request,  and the  Liquidity
Provider to promptly  make, a Final Advance in accordance  with Section  2.02(d)
hereof  and  Section  3.6(i)  of the  Intercreditor  Agreement,  (iii) all other
outstanding  Advances to be  automatically  converted  into Final  Advances  for
purposes of  determining  the  Applicable  Liquidity  Rate for interest  payable
thereon,  and (iv)  subject  to  Sections  2.07 and 2.09  hereof,  all  Advances
(including,  without  limitation,  any  Provider  Advance and  Applied  Provider
Advance),  any  accrued  interest  thereon  and any  other  amounts  outstanding
hereunder to become immediately due and payable to the Liquidity Provider.


                                  ARTICLE VII

                                  MISCELLANEOUS

            Section  7.01.  AMENDMENTS,  ETC.  No  amendment  or  waiver  of any
provision  of this  Agreement,  nor  consent to any  departure  by the  Borrower
therefrom,  shall in any event be effective  unless the same shall be in 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:   BAYERISCHE LANDESBANK GIROZENTRALE
                              Brienner Strasse 18
                              D-80333 Munich, Germany
                              Attn: Aircraft Finance Department, 7650

                              Telephone: 49-89-2171-2360
                              Telecopy: 49-89-2171-3763




                              WITH A COPY OF ANY NOTICE OF BORROWING TO BE 
                              DELIVERED TO:

                              BAYERISCHE LANDESBANK GIROZENTRALE
                              560 Lexington Avenue
                              New York, NY 10022
                              Attn: Patricia Sanchez

                              Telephone: 212-310-9810
                              Telecopy: 212-310-9930

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider  pursuant to the  provisions of Article 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 of the Participation  Agreements with respect to
Owned Aircraft and Section 9.1 of the  Participation  Agreements with respect to
Leased Aircraft. In addition, the Borrower agrees to indemnify,  protect, defend
and hold harmless the Liquidity  Provider  from,  against and in respect of, and
shall pay on demand,  all Expenses of any kind or nature  whatsoever (other than
any Expenses of the nature  described in Section 3.01, 3.02 or 7.07 hereof or in
the Fee Letter  (regardless  of whether  indemnified  against  pursuant  to said
Sections or in such Fee Letter)),  that may be imposed,  incurred by or asserted
against any Liquidity  Indemnitee,  in any way relating to,  resulting  from, or
arising out of or in connection with any action, suit or proceeding by any third
party against such Liquidity Indemnitee and relating to this Agreement,  the Fee




Letter,  the  Intercreditor  Agreement  or any  Financing  Agreement;  PROVIDED,
HOWEVER, that the Borrower shall not be required to indemnify,  protect,  defend
and hold  harmless any  Liquidity  Indemnitee  in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross
negligence  or willful  misconduct  of such  Liquidity  Indemnitee  or any other
Liquidity  Indemnitee,  (ii) ordinary and usual operating  overhead expense,  or
(iii)  attributable  to the failure by such  Liquidity  Indemnitee  or any other
Liquidity Indemnitee to perform or observe any agreement,  covenant or condition
on its part to be performed  or observed in this  Agreement,  the  Intercreditor
Agreement,  the Fee Letter,  the Tax Letter or any other Operative  Agreement to
which it is a party.  The  indemnities  contained  in Section 8.1 or 9.1, as the
case may be, of the  Participation  Agreements,  and the  provisions of Sections
3.01, 3.02,  3.03, 3.09, 7.05 and 7.07 hereof,  shall survive the termination of
this Agreement.

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

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

            Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement




of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class A Cash
Collateral Account.  In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

            Section 7.08.  BINDING  EFFECT;  PARTICIPATIONS.  (a) This Agreement
shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive 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 and the like as they pertain to the Liquidity Provider shall be deemed also
to include those of each of its  participants  that are banks (subject,  in each
case, to the maximum amount that would have been incurred by or  attributable to
the  Liquidity  Provider  directly if the  Liquidity  Provider,  rather than the
participant, had held the interest participated).

            (b) If,  pursuant to subsection  (a) above,  the Liquidity  Provider
sells any  participation  in this Agreement to any bank or other entity (each, a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state



thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 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 of  mail),  postage
      prepaid,  to each party  hereto at its address  set forth in Section  7.02
      hereof,  or at such other  address of which the Liquidity  Provider  shall
      have been notified pursuant thereto; and

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

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


                              BAYERISCHE LANDESBANK GIROZENTRALE,
                              as Liquidity Provider


                              By:______________________________________________
                                 Name:
                                 Title:



                              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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1A) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

               (2) The Borrower is  delivering  this Notice of Borrowing for the
          making of an Interest  Advance by the  Liquidity  Provider to be used,
          subject to clause  (3)(v)  below,  for the  payment of interest on the
          Class A  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
          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,
          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),  (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  Deposits on such  Distribution  Date and (vi) has not been and is
          not the subject of a prior or contemporaneous Notice of Borrowing.

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

            The Borrower  hereby  acknowledges  that,  pursuant to the Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance



with the terms of the Liquidity  Agreement,  the Maximum Available Commitment 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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1A) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

               (2) The Borrower is  delivering  this Notice of Borrowing for the
          making of the  Non-Extension  Advance by the Liquidity  Provider to be
          used  for the  funding  of the  Class  A 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 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
          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.

            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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1A) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

               (2) The Borrower is  delivering  this Notice of Borrowing for the
          making of the Downgrade  Advance by the Liquidity  Provider to be used
          for the funding of the Class A 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
          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
          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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1A) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

               (2) The Borrower is  delivering  this Notice of Borrowing for the
          making of the Final Advance by the  Liquidity  Provider to be used for
          the funding of the Class A 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
          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.]

- ----------
 Bracketed language may be included at Borrower's option.




            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:



                 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

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1A-[O/S], as
      Borrower, and Bayerische 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,

                                          BAYERISCHE 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:

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1A-[O/S], as
      Borrower, and Bayerische 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:
 

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

                           REVOLVING CREDIT AGREEMENT
                                    (1999-1B)


                          Dated as of February 8, 1999

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1999-1B

                                   as Borrower

                                       and

                       BAYERISCHE LANDESBANK GIROZENTRALE,

                              as Liquidity Provider

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


                                   Relating to

                 Continental Airlines Pass Through Trust 1999-1B
             6.795% Continental Airlines Pass Through Certificates,
                                 Series 1999-1B




                              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...............................................7
   Section 2.02.  Making the Advances. ......................................7
   Section 2.03.  Fees. .....................................................9
   Section 2.04.  Reductions 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. .........................10
   Section 2.07.  Payments to the Liquidity Provider Under the
                  Intercreditor Agreement. .................................11
   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. .....12

                     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. .............................14
   Section 3.04.  Payments. ................................................15
   Section 3.05.  Computations. ............................................15
   Section 3.06.  Payment on Non-Business Days. ............................15
   Section 3.07.  Interest. ................................................16
   Section 3.08.  Replacement of Borrower. .................................17
   Section 3.09.  Funding Loss Indemnification. ............................17
   Section 3.10.  Illegality. ..............................................18

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

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

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

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


                              TABLE OF CONTENTS
                                  (Continued)
                                                                           PAGE


   Section 7.04.  Further Assurances. ......................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions. .........23
   Section 7.06.  Liability of the Liquidity Provider. .....................23
   Section 7.07.  Costs, Expenses and Taxes. ...............................24
   Section 7.08.  Binding Effect; Participations. ..........................24
   Section 7.09.  Severability. ............................................25
   Section 7.10.  GOVERNING LAW. ...........................................26
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver
                  of Immunity. .............................................26
   Section 7.12.  Execution in Counterparts. ...............................27
   Section 7.13.  Entirety. ................................................27
   Section 7.14.  Headings. ................................................27
   Section 7.15.  Transfer. ................................................27
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. ........27

ANNEX I          Interest Advance Notice of Borrowing
ANNEX II         Non-Extension Advance Notice of Borrowing
ANNEX III        Downgrade Advance Notice of Borrowing
ANNEX IV         Final Advance Notice of Borrowing
ANNEX V          Notice of Termination
ANNEX VI         Notice of Replacement Subordination Agent



                      REVOLVING CREDIT AGREEMENT (1999-1B)

            This REVOLVING  CREDIT  AGREEMENT  (1999-1B) dated as of February 8,
1999,  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 BAYERISCHE LANDESBANK GIROZENTRALE,  a
public law  banking  institution  organized  under the laws of the Free State of
Bavaria, Germany (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:

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

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

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


                                    ARTICLE I

                                   DEFINITIONS

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

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

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  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% per  annum,  or (y) with  respect to any
     Unapplied Provider Advance, the rate per annum specified in the Fee Letter.




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

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

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

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  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.  1999-1B-O,  dated as of the date  hereof,  relating to the
     Class B Trust.

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

          "EXPIRY DATE" means February 6, 2000  initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

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




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

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

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

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

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

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR  Advance or (y) the  withdrawal  of funds from the
               Class  B Cash  Collateral  Account  for  the  purpose  of  paying
               interest on the Class B Certificates  as  contemplated by Section
               2.06(a)  hereof and, in either  case,  ending on the next Regular
               Distribution Date; and

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

      PROVIDED,  HOWEVER, that if (x) the Final Advance shall have been made, or
      (y) other  outstanding  Advances  shall have been converted into the Final
      Advance,  then the Interest  Periods  shall be  successive  periods of one
      month  beginning  on  the  third  Business  Day  following  the  Liquidity
      Provider's  receipt of the Notice of Borrowing  for such Final Advance (in
      the case of clause (x) above) or the Regular  Distribution  Date following
      such conversion (in the case of clause (y) above).

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

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

          (i)  the rate per  annum  appearing  on  display  page  3750  (British
               Bankers  Association-LIBOR)  of the Dow Jones Markets Service (or
               any successor or substitute therefor) at approximately 11:00 A.M.



               (London  time) two  Business  Days  before  the first day of such
               Interest Period,  as the rate for dollar deposits with a maturity
               comparable  to  such  Interest  Period,   or

          (ii) if the  rate  calculated  pursuant  to  clause  (i)  above is not
               available,  the average (rounded  upwards,  if necessary,  to the
               next  1/16 of 1%) of the rates  per  annum at which  deposits  in
               dollars  are offered for the  relevant  Interest  Period by three
               banks of recognized  standing selected by the Liquidity  Provider
               in the  London  interbank  market  at  approximately  11:00  A.M.
               (London  time) two  Business  Days  before  the first day of such
               Interest Period in an amount approximately equal to the principal
               amount of the LIBOR Advance to which such  Interest  Period is to
               apply and for a period comparable to such Interest Period.

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

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

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

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

          "MAXIMUM COMMITMENT" means initially  $13,968,923,  as the same may be
     reduced from time to time in accordance with Section 2.04(a).

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

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

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

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




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

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated January
     21, 1999 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.

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1999-1B-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  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

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

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

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

      "ACCELERATION",  "CERTIFICATES",  "CLASS  A  CERTIFICATES",  "CLASS B CASH
      COLLATERAL  ACCOUNT",  "CLASS B CERTIFICATES",  "CLASS B TRUST",  "CLASS B
      TRUST  AGREEMENT",  "CLASS B TRUSTEE",  "CLASS C  CERTIFICATES",  "CLOSING
      DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY",
      "CORPORATE  TRUST OFFICE",  "DELIVERY  PERIOD EXPIRY DATE",  "DISTRIBUTION
      DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT NOTES",  "FEE LETTER",  "FINAL
      LEGAL DISTRIBUTION DATE",  "FINANCING AGREEMENT",  "INDENTURE",  "INTEREST
      PAYMENT  DATE",  "INVESTMENT  EARNINGS",  "LEASED  AIRCRAFT",   "LIQUIDITY
      FACILITY",    "LIQUIDITY   OBLIGATIONS",    "LOAN   TRUSTEE",   "MOODY'S",
      "NON-EXTENDED   FACILITY",    "NOTE   PURCHASE   AGREEMENT",    "OPERATIVE
      AGREEMENTS",  "OWNED  AIRCRAFT",  "PARTICIPATION  AGREEMENT",  "PERFORMING
      EQUIPMENT  NOTE",  "PERSON",  "POOL BALANCE",  "RATING  AGENCY",  "RATINGS
      CONFIRMATION",   "REGULAR  DISTRIBUTION  DATE",   "REPLACEMENT   LIQUIDITY
      FACILITY",  "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT",
      "STANDARD  &  POOR'S",  "STATED  INTEREST  RATE",  "SUBORDINATION  AGENT",
      "TAXES", "THRESHOLD RATING",  "TRANSFER",  "TRUST AGREEMENTS",  "TRUSTEE",
      "UNDERWRITERS", "UNDERWRITING AGREEMENT", and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

            Section  2.01.   THE  ADVANCES.   The  Liquidity   Provider   hereby
irrevocably  agrees, on the terms and conditions  hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the period
from the Effective Date until 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 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 Class B Cash  Collateral  Account in
accordance  with said  Section  3.6(d) and Section  3.6(f) of the  Intercreditor
Agreement.

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

            (d) A Final  Advance  shall be made in a single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund the Class B Cash  Collateral  Account (in accordance with 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 1:00 p.m.  (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or on such later  Business Day specified in
such Notice of Borrowing.  If a Notice of Borrowing is delivered by the Borrower
in respect of any  Borrowing  after 1:00 p.m. (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such  Borrowing in U.S.  dollars and in immediately  available  funds,
before 12:00 noon (New York City time) on the first  Business Day next following
the day of receipt of such Notice of  Borrowing  or on such later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of  Borrowing  shall be  irrevocable  and binding on the  Borrower.  Each
Notice of Borrowing  shall be effective  upon  delivery of a copy thereof to the
Liquidity  Provider's  New York Branch at the address  specified in Section 7.02
hereof.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. Notwithstanding the provisions
of  Section  2.02(e),  if the  Liquidity  Provider  makes an  Advance  requested
pursuant to a Notice of Borrowing  before 12:00 noon (New York City time) on the
second Business Day after the date of payment specified in said Section 2.02(e),
the Liquidity  Provider shall have fully  discharged its  obligations  hereunder
with  respect to such Advance and shall not be in default  hereunder.  Following
the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund
the Class B Cash  Collateral  Account,  the  Liquidity  Provider  shall  have no
interest in or rights to the Class B Cash  Collateral  Account,  such Advance or
any other  amounts  from time to time on deposit in the Class B Cash  Collateral
Account;  PROVIDED that the foregoing shall not affect or impair the obligations
of the  Subordination  Agent to make the  distributions  contemplated by Section
3.6(e) or (f) of the Intercreditor  Agreement,  and PROVIDED  FURTHER,  that the
foregoing  shall not affect or impair the rights of the  Liquidity  Provider  to
provide written  instructions with respect to the investment and reinvestment of
amounts in the Cash Collateral Accounts to the extent provided in Section 2.2(b)
of the Intercreditor  Agreement.  By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance  with the provisions of this  Agreement,
the  Liquidity   Provider  makes  no   representation  as  to,  and  assumes  no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

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




            Section 2.04. REDUCTIONS OR TERMINATION OF THE MAXIMUM COMMITMENT.

            (a) AUTOMATIC  REDUCTION.  Promptly following each date on which the
Required Amount is reduced as a result of a reduction in the Pool Balance of the
Class B Certificates or otherwise, the Maximum Commitment shall automatically be
reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). 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 Class B
Cash Collateral Account, invested and withdrawn from the Class B Cash Collateral
Account  as set  forth  in  Sections  3.6(c),  (d) and (f) of the  Intercreditor
Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular
Distribution Date,  commencing on the first Regular  Distribution Date after the
making of a  Provider  Advance,  interest  on the  principal  amount of any such
Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in
respect of a Provider Advance withdrawn from the Class B Cash Collateral Account



for the purpose of paying  interest on the Class B  Certificates  in  accordance
with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the withdrawal of any amounts from the Class B Cash Collateral
Account on account of a reduction in the  Required  Amount,  the Borrower  shall
repay  to the  Liquidity  Provider  a  portion  of the  Provider  Advances  in a
principal amount equal to such reduction,  plus interest on the principal amount
prepaid as provided in Section 3.07 hereof.

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

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

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




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

            Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be
made by the Borrower  under this  Agreement  shall be made only from the amounts
that constitute  Scheduled Payments,  Special Payments or payments under Section
8.1 of the  Participation  Agreements with respect to Owned  Aircraft,  payments
under  Section  9.1 of the  Participation  Agreements  with  respect  to  Leased
Aircraft and payments under Section 6 of the Note Purchase Agreement and only to
the extent that the Borrower shall have sufficient income or proceeds  therefrom
to enable the  Borrower to make  payments in  accordance  with the terms  hereof
after  giving  effect to the  priority of payments  provisions  set forth in the
Intercreditor  Agreement. The Liquidity Provider agrees that it will look solely
to such amounts to the extent  available for  distribution  to it as provided in
the  Intercreditor  Agreement and this  Agreement and that the Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the Class B Cash  Collateral  Account  shall be  available to the Borrower to
make  payments  under this  Agreement  only to the  extent and for the  purposes
expressly contemplated in Section 3.6(f) of the Intercreditor Agreement.

            Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION  ADVANCE.
The Borrower may, from time to time, by notice to the Liquidity  Provider  (each
such notice  being an  "EXTENSION  NOTICE")  given no later than 40th day and no
earlier than the 60th day prior to the then applicable  Expiry Date,  request an
extension  of the  Expiry  Date to the  earlier of (i) the date which is 15 days
after the Final Legal  Distribution  Date for the Class B Certificates  and (ii)
the date that is the day immediately preceding the 364th day occurring after the
last day of the Consent Period (as hereinafter defined).  The Liquidity Provider
may, by a notice (a "CONSENT  NOTICE") to the Borrower,  given during the period
commencing with the date of the Liquidity  Provider's  receipt of such Extension
Notice and  ending on the date that is 25 days prior to the Expiry  Date then in
effect (the  "CONSENT  PERIOD"),  consent to such  extension of the Expiry Date,
which consent may be given or withheld by the Liquidity Provider in its absolute
and sole  discretion;  PROVIDED,  HOWEVER,  that  such  extension  shall  not be
effective  with respect to the Liquidity  Provider if by a notice (a "WITHDRAWAL
NOTICE") to the Borrower during the Consent Period the Liquidity Provider either
declines  to consent to such  extension  or revokes  its  Consent  Notice.  If a
Withdrawal  Notice has been  given or if the  Liquidity  Provider  has failed to
deliver a Consent  Notice  within the Consent  Period (and, in each case, if the
Liquidity  Provider  shall not have been  replaced in  accordance  with  Section
3.6(e) of the  Intercreditor  Agreement),  the Borrower shall be entitled on and
after the date on which the Consent Period ends (but prior to the then effective
Expiry  Date) to request a  Non-Extension  Advance in  accordance  with  Section
2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.





                                   ARTICLE III

                         OBLIGATIONS OF THE BORROWER

            Section  3.01.  INCREASED  COSTS.  The  Borrower  shall  pay  to the
Liquidity  Provider  from  time to time  such  amounts  as may be  necessary  to
compensate  the  Liquidity  Provider  for any  increased  costs  incurred by the
Liquidity Provider which are attributable to its making or maintaining any LIBOR
Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction  in  any  amount  receivable  by the  Liquidity  Provider  under  this
Agreement or the Intercreditor Agreement in respect of any such Advances or such
obligation  (such increases in costs and reductions in amounts  receivable being
herein called "ADDITIONAL  COSTS"),  resulting from any change after the date of
this Agreement in U.S. federal, state, municipal, or foreign laws or regulations
(including  Regulation  D of the  Board  of  Governors  of the  Federal  Reserve
System),  or the  adoption  or making  after the date of this  Agreement  of any
interpretations,  directives,  or  requirements  applying  to a class  of  banks
including the Liquidity Provider under any U.S. federal,  state,  municipal,  or
any foreign laws or regulations  (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
Facility  Office if making such  change  would avoid the need for, or reduce the
amount of, any amount payable under this Section that may thereafter  accrue and
would not, in the reasonable  judgment of the Liquidity  Provider,  be otherwise
disadvantageous to the Liquidity Provider.

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

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




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

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

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

            Section 3.03. PAYMENTS FREE OF DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "NON-EXCLUDED  TAXES" and,
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 Facility  Office if making such change would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower  two  original  Internal  Revenue  Service  Form 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 First Union Bank International,
Swift/BIC-Code:  PNBPUS3N NYC (Fedwire 0260 0509 2/ CHIPS/ABA  0509) in favor of
account  number 2000 193 534 122  Bayerische  Landesbank  Girozentrale,  Munich,
Swift/BIC-Code: BYLADEMM, Reference: RCA Continental EETC 1999-1B.

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

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



LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

            Section 3.07.  INTEREST.  (a) Subject to Section 2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount thereof was withdrawn from the Class B Cash  Collateral
Account to pay interest on the Class B  Certificates)  to but excluding the date
such  principal  amount  shall be paid in full  (or,  in the case of an  Applied
Provider Advance, the date on which the Class B Cash Collateral Account is fully
replenished  in respect of such Advance) and (ii) 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  (or, if such Final Advance is deemed to
have been made,  without  delivery of a Notice of Borrowing  pursuant to Section
2.06, by requesting,  prior to 11:00 a.m. on the first Business Day  immediately
following the Borrower's receipt of the applicable Termination Notice, that such
Final Advance not be converted from a Base Rate Advance to a LIBOR Advance).

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




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

            (e) Each outstanding  Unapplied Provider Advance shall bear interest
in an amount equal to the Investment Earnings on amounts on deposit in the Class
B Cash Collateral Account plus the Applicable Margin for such Unapplied Provider
Advance  on the amount of such  Unapplied  Provider  Advance  from time to time,
payable in arrears on each Regular Distribution Date.

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

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

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

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

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

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

            Section 3.10.  ILLEGALITY.  Notwithstanding  any other  provision in
this Agreement, if any change in any applicable law, rule or regulation,  or any



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

                                   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) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such  Termination  Notice is received
by the  Borrower,  (ii) the  Borrower to  promptly  request,  and the  Liquidity
Provider to promptly  make, a Final Advance in accordance  with Section  2.02(d)
hereof  and  Section  3.6(i)  of the  Intercreditor  Agreement,  (iii) all other
outstanding  Advances to be  automatically  converted  into Final  Advances  for
purposes of  determining  the  Applicable  Liquidity  Rate for interest  payable
thereon,  and (iv)  subject  to  Sections  2.07 and 2.09  hereof,  all  Advances
(including,  without  limitation,  any  Provider  Advance and  Applied  Provider
Advance),  any  accrued  interest  thereon  and any  other  amounts  outstanding
hereunder to become immediately due and payable to the Liquidity Provider.


                                   ARTICLE VII

                                  MISCELLANEOUS

            Section  7.01.  AMENDMENTS,  ETC.  No  amendment  or  waiver  of any
provision  of this  Agreement,  nor  consent to any  departure  by the  Borrower
therefrom,  shall in any event be effective  unless the same shall be in 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:   BAYERISCHE LANDESBANK GIROZENTRALE
                              Brienner Strasse 18
                              D-80333 Munich, Germany
                              Attn: Aircraft Finance Department, 7650

                              Telephone: 49-89-2171-2360
                              Telecopy: 49-89-2171-3763




                              WITH A COPY OF ANY NOTICE OF BORROWING TO BE 
                              DELIVERED TO:

                              BAYERISCHE LANDESBANK GIROZENTRALE
                              560 Lexington Avenue
                              New York, NY 10022
                              Attn: Patricia Sanchez

                              Telephone: 212-310-9810
                              Telecopy: 212-310-9930

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider  pursuant to the  provisions of Article 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 of the Participation  Agreements with respect to
Owned Aircraft and Section 9.1 of the  Participation  Agreements with respect to
Leased Aircraft. In addition, the Borrower agrees to indemnify,  protect, defend
and hold harmless the Liquidity  Provider  from,  against and in respect of, and
shall pay on demand,  all Expenses of any kind or nature  whatsoever (other than
any Expenses of the nature  described in Section 3.01, 3.02 or 7.07 hereof or in
the Fee Letter  (regardless  of whether  indemnified  against  pursuant  to said
Sections or in such Fee Letter)),  that may be imposed,  incurred by or asserted
against any Liquidity  Indemnitee,  in any way relating to,  resulting  from, or
arising out of or in connection with any action, suit or proceeding by any third
party against such Liquidity Indemnitee and relating to this Agreement,  the Fee



Letter,  the  Intercreditor  Agreement  or any  Financing  Agreement;  PROVIDED,
HOWEVER, that the Borrower shall not be required to indemnify,  protect,  defend
and hold  harmless any  Liquidity  Indemnitee  in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross
negligence  or willful  misconduct  of such  Liquidity  Indemnitee  or any other
Liquidity  Indemnitee,  (ii) ordinary and usual operating  overhead expense,  or
(iii)  attributable  to the failure by such  Liquidity  Indemnitee  or any other
Liquidity Indemnitee to perform or observe any agreement,  covenant or condition
on its part to be performed  or observed in this  Agreement,  the  Intercreditor
Agreement,  the Fee Letter,  the Tax Letter or any other Operative  Agreement to
which it is a party.  The  indemnities  contained  in Section 8.1 or 9.1, as the
case may be, of the  Participation  Agreements,  and the  provisions of Sections
3.01, 3.02,  3.03, 3.09, 7.05 and 7.07 hereof,  shall survive the termination of
this Agreement.

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

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

            Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity



Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement
of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class B Cash
Collateral Account.  In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

            Section 7.08.  BINDING  EFFECT;  PARTICIPATIONS.  (a) This Agreement
shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive 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 and the like as they pertain to the Liquidity Provider shall be deemed also
to include those of each of its  participants  that are banks (subject,  in each
case, to the maximum amount that would have been incurred by or  attributable to
the  Liquidity  Provider  directly if the  Liquidity  Provider,  rather than the
participant, had held the interest participated).

            (b) If,  pursuant to subsection  (a) above,  the Liquidity  Provider
sells any  participation  in this Agreement to any bank or other entity (each, a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state



thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 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 of  mail),  postage
      prepaid,  to each party  hereto at its address  set forth in Section  7.02
      hereof,  or at such other  address of which the Liquidity  Provider  shall
      have been notified pursuant thereto; and

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

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



                              BAYERISCHE LANDESBANK GIROZENTRALE,
                              as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1B) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

            The Borrower  hereby  acknowledges  that,  pursuant to the Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance



with the terms of the Liquidity  Agreement,  the Maximum Available Commitment 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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1B) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

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




            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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1B) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

            The Borrower  hereby  acknowledges  that,  pursuant to the Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the 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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1B) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

          (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 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.]

- ----------

 Bracketed language may be included at Borrower's option.





            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:



                 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

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1B-[O/S], as
      Borrower, and Bayerische 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,

                                          BAYERISCHE 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:

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1B-[O/S], as
      Borrower, and Bayerische 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:
 

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

                           REVOLVING CREDIT AGREEMENT
                                    (1999-1C)


                          Dated as of February 8, 1999

                                     between

                            WILMINGTON TRUST COMPANY,

                             as Subordination Agent,
                          as agent and trustee for the
                 Continental Airlines Pass Through Trust 1999-1C

                                   as Borrower

                                       and

                       BAYERISCHE LANDESBANK GIROZENTRALE,

                              as Liquidity Provider

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


                                   Relating to

                 Continental Airlines Pass Through Trust 1999-1C
             6.954% Continental Airlines Pass Through Certificates,
                                 Series 1999-1C



                              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...............................................7
   Section 2.02.  Making the Advances. ......................................7
   Section 2.03.  Fees. .....................................................9
   Section 2.04.  Reductions 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. .........................10
   Section 2.07.  Payments to the Liquidity Provider Under the
                  Intercreditor Agreement. .................................11
   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. .....12

                     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. .............................14
   Section 3.04.  Payments. ................................................15
   Section 3.05.  Computations. ............................................15
   Section 3.06.  Payment on Non-Business Days. ............................15
   Section 3.07.  Interest. ................................................16
   Section 3.08.  Replacement of Borrower. .................................17
   Section 3.09.  Funding Loss Indemnification. ............................17
   Section 3.10.  Illegality. ..............................................18

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

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

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

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




                              TABLE OF CONTENTS
                                  (Continued)

                                                                           PAGE

   Section 7.04.  Further Assurances. ......................................22
   Section 7.05.  Indemnification; Survival of Certain Provisions. .........23
   Section 7.06.  Liability of the Liquidity Provider. .....................23
   Section 7.07.  Costs, Expenses and Taxes. ...............................24
   Section 7.08.  Binding Effect; Participations. ..........................24
   Section 7.09.  Severability. ............................................25
   Section 7.10.  GOVERNING LAW. ...........................................26
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver
                  of Immunity. .............................................26
   Section 7.12.  Execution in Counterparts. ...............................27
   Section 7.13.  Entirety. ................................................27
   Section 7.14.  Headings. ................................................27
   Section 7.15.  Transfer. ................................................27
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES. ........27

ANNEX I          Interest Advance Notice of Borrowing
ANNEX II         Non-Extension Advance Notice of Borrowing
ANNEX III        Downgrade Advance Notice of Borrowing
ANNEX IV         Final Advance Notice of Borrowing
ANNEX V          Notice of Termination
ANNEX VI         Notice of Replacement Subordination Agent



                      REVOLVING CREDIT AGREEMENT (1999-1C)

            This REVOLVING  CREDIT  AGREEMENT  (1999-1C) dated as of February 8,
1999,  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 BAYERISCHE LANDESBANK GIROZENTRALE,  a
public law  banking  institution  organized  under the laws of the Free State of
Bavaria, Germany (the "LIQUIDITY PROVIDER").

                              W I T N E S S E T H:

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

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

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


                                    ARTICLE I

                                   DEFINITIONS

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

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

          "ADVANCE"  means an  Interest  Advance,  a Final  Advance,  a Provider
     Advance,  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% per  annum,  or (y) with  respect to any
     Unapplied Provider Advance, the rate per annum specified in the Fee Letter.




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

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

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

          "ASSIGNMENT  AND  ASSUMPTION   AGREEMENT"  means  the  Assignment  and
     Assumption  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.  1999-1C-O,  dated as of the date  hereof,  relating to the
     Class C Trust.

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

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

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

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

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

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

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




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

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

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

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

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

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

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

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

          "EXPIRY DATE" means February 6, 2000  initially,  or any date to which
     the Expiry Date is extended pursuant to Section 2.10.

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




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

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

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

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

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

          (i)  the period  beginning on the third Business Day following  either
               (x) the Liquidity  Provider's  receipt of the Notice of Borrowing
               for such LIBOR  Advance or (y) the  withdrawal  of funds from the
               Class  C Cash  Collateral  Account  for  the  purpose  of  paying
               interest on the Class C Certificates  as  contemplated by Section
               2.06(a)  hereof and, in either  case,  ending on the next Regular
               Distribution Date; and

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

      PROVIDED,  HOWEVER, that if (x) the Final Advance shall have been made, or
      (y) other  outstanding  Advances  shall have been converted into the Final
      Advance,  then the Interest  Periods  shall be  successive  periods of one
      month  beginning  on  the  third  Business  Day  following  the  Liquidity
      Provider's  receipt of the Notice of Borrowing  for such Final Advance (in
      the case of clause (x) above) or the Regular  Distribution  Date following
      such conversion (in the case of clause (y) above).

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

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

          (i)  the rate per  annum  appearing  on  display  page  3750  (British
               Bankers  Association-LIBOR)  of the Dow Jones Markets Service (or



               any successor or substitute therefor) at approximately 11:00 A.M.
               (London  time) two  Business  Days  before  the first day of such
               Interest Period,  as the rate for dollar deposits with a maturity
               comparable to such Interest Period, or

          (ii) if the  rate  calculated  pursuant  to  clause  (i)  above is not
               available,  the average (rounded  upwards,  if necessary,  to the
               next  1/16 of 1%) of the rates  per  annum at which  deposits  in
               dollars  are offered for the  relevant  Interest  Period by three
               banks of recognized  standing selected by the Liquidity  Provider
               in the  London  interbank  market  at  approximately  11:00  A.M.
               (London  time) two  Business  Days  before  the first day of such
               Interest Period in an amount approximately equal to the principal
               amount of the LIBOR Advance to which such  Interest  Period is to
               apply and for a period comparable to such Interest Period.

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

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

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

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

          "MAXIMUM COMMITMENT" means initially  $13,251,438,  as the same may be
     reduced from time to time in accordance with Section 2.04(a).

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

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

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

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




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

          "PROSPECTUS  SUPPLEMENT" means the Prospectus Supplement dated January
     21, 1999 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.

          "SUCCESSOR  TRUST"  means  Continental  Airlines  Pass  Through  Trust
     1999-1C-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  PROVIDER ADVANCE" means any Provider Advance other than an
     Applied Provider Advance.

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

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

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

      "ACCELERATION",   "CERTIFICATES",   "CLASS  A   CERTIFICATES",   "CLASS  B
      CERTIFICATES",  "CLASS C CASH COLLATERAL ACCOUNT", "CLASS C CERTIFICATES",
      "CLASS C TRUST",  "CLASS C TRUST AGREEMENT",  "CLASS C TRUSTEE",  "CLOSING
      DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING PARTY",
      "CORPORATE  TRUST OFFICE",  "DELIVERY  PERIOD EXPIRY DATE",  "DISTRIBUTION
      DATE",  "DOWNGRADED  FACILITY",  "EQUIPMENT NOTES",  "FEE LETTER",  "FINAL
      LEGAL DISTRIBUTION DATE",  "FINANCING AGREEMENT",  "INDENTURE",  "INTEREST
      PAYMENT  DATE",  "INVESTMENT  EARNINGS",  "LEASED  AIRCRAFT",   "LIQUIDITY
      FACILITY",    "LIQUIDITY   OBLIGATIONS",    "LOAN   TRUSTEE",   "MOODY'S",
      "NON-EXTENDED   FACILITY",    "NOTE   PURCHASE   AGREEMENT",    "OPERATIVE
      AGREEMENTS",  "OWNED  AIRCRAFT",  "PARTICIPATION  AGREEMENT",  "PERFORMING
      EQUIPMENT  NOTE",  "PERSON",  "POOL BALANCE",  "RATING  AGENCY",  "RATINGS
      CONFIRMATION",   "REGULAR  DISTRIBUTION  DATE",   "REPLACEMENT   LIQUIDITY
      FACILITY",  "RESPONSIBLE OFFICER", "SCHEDULED PAYMENT", "SPECIAL PAYMENT",
      "STANDARD  &  POOR'S",  "STATED  INTEREST  RATE",  "SUBORDINATION  AGENT",
      "TAXES", "THRESHOLD RATING",  "TRANSFER",  "TRUST AGREEMENTS",  "TRUSTEE",
      "UNDERWRITERS", "UNDERWRITING AGREEMENT", and "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

            Section  2.01.   THE  ADVANCES.   The  Liquidity   Provider   hereby
irrevocably  agrees, on the terms and conditions  hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the period
from the Effective Date until 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 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 Class C Cash  Collateral  Account in
accordance  with said  Section  3.6(d) and Section  3.6(f) of the  Intercreditor
Agreement.

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

            (d) A Final  Advance  shall be made in a single  Borrowing  upon the
receipt by the  Borrower of a  Termination  Notice from the  Liquidity  Provider
pursuant  to Section  6.01 hereof by  delivery  to the  Liquidity  Provider of a
written and completed Notice of Borrowing in substantially  the form of Annex IV
attached hereto,  signed by a Responsible Officer of the Borrower,  in an amount
equal to the Maximum  Available  Commitment  at such time,  and shall be used to
fund the Class C Cash  Collateral  Account (in accordance with 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 1:00 p.m.  (New York City time) on a Business  Day,
upon  satisfaction  of the  conditions  precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower,  in accordance with its payment  instructions,  the amount of such
Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or on such later  Business Day specified in
such Notice of Borrowing.  If a Notice of Borrowing is delivered by the Borrower
in respect of any  Borrowing  after 1:00 p.m. (New York City time) on a Business
Day, upon  satisfaction  of the  conditions  precedent set forth in Section 4.02
with  respect  to a  requested  Borrowing,  the  Liquidity  Provider  shall make
available to the Borrower,  in  accordance  with its payment  instructions,  the
amount of such  Borrowing in U.S.  dollars and in immediately  available  funds,
before 12:00 noon (New York City time) on the first  Business Day next following
the day of receipt of such Notice of  Borrowing  or on such later  Business  Day
specified by the Borrower in such Notice of Borrowing. Payments of proceeds of a
Borrowing  shall be made by wire transfer of immediately  available funds to the
Borrower in  accordance  with such wire  transfer  instructions  as the Borrower
shall furnish from time to time to the Liquidity Provider for such purpose. Each
Notice of  Borrowing  shall be  irrevocable  and binding on the  Borrower.  Each
Notice of Borrowing  shall be effective  upon  delivery of a copy thereof to the
Liquidity  Provider's  New York Branch at the address  specified in Section 7.02
hereof.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully  discharged of its obligation  hereunder with respect to
such Notice of Borrowing,  and the Liquidity  Provider  shall not  thereafter be
obligated  to make any further  Advances  hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. Notwithstanding the provisions
of  Section  2.02(e),  if the  Liquidity  Provider  makes an  Advance  requested
pursuant to a Notice of Borrowing  before 12:00 noon (New York City time) on the
second Business Day after the date of payment specified in said Section 2.02(e),
the Liquidity  Provider shall have fully  discharged its  obligations  hereunder
with  respect to such Advance and shall not be in default  hereunder.  Following
the making of any Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund
the Class C Cash  Collateral  Account,  the  Liquidity  Provider  shall  have no
interest in or rights to the Class C Cash  Collateral  Account,  such Advance or
any other  amounts  from time to time on deposit in the Class C Cash  Collateral
Account;  PROVIDED that the foregoing shall not affect or impair the obligations
of the  Subordination  Agent to make the  distributions  contemplated by Section
3.6(e) or (f) of the Intercreditor  Agreement,  and PROVIDED  FURTHER,  that the
foregoing  shall not affect or impair the rights of the  Liquidity  Provider  to
provide written  instructions with respect to the investment and reinvestment of
amounts in the Cash Collateral Accounts to the extent provided in Section 2.2(b)
of the Intercreditor  Agreement.  By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance  with the provisions of this  Agreement,
the  Liquidity   Provider  makes  no   representation  as  to,  and  assumes  no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

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




            Section 2.04. REDUCTIONS OR TERMINATION OF THE MAXIMUM COMMITMENT.

            (a) AUTOMATIC  REDUCTION.  Promptly following each date on which the
Required Amount is reduced as a result of a reduction in the Pool Balance of the
Class C Certificates or otherwise, the Maximum Commitment shall automatically be
reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). 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 Class C
Cash Collateral Account, invested and withdrawn from the Class C Cash Collateral
Account  as set  forth  in  Sections  3.6(c),  (d) and (f) of the  Intercreditor
Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular
Distribution Date,  commencing on the first Regular  Distribution Date after the
making of a  Provider  Advance,  interest  on the  principal  amount of any such
Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that amounts in
respect of a Provider Advance withdrawn from the Class C Cash Collateral Account
for the purpose of paying  interest on the Class C  Certificates  in  accordance



with  Section  3.6(f) of the  Intercreditor  Agreement  (the  amount of any such
withdrawal being (y) in the case of a Downgrade  Advance,  an "APPLIED DOWNGRADE
ADVANCE"  and  (z)  in  the  case  of  a  Non-Extension   Advance,  an  "APPLIED
NON-EXTENSION  ADVANCE" and,  together  with an Applied  Downgrade  Advance,  an
"APPLIED  PROVIDER  ADVANCE") shall  thereafter  (subject to Section 2.06(b)) be
treated as an Interest  Advance under this Agreement for purposes of determining
the Applicable  Liquidity Rate for interest payable thereon;  PROVIDED  FURTHER,
HOWEVER,  that if,  following  the making of a Provider  Advance,  the Liquidity
Provider delivers a Termination  Notice to the Borrower pursuant to Section 6.01
hereof,  such Provider  Advance  shall  thereafter be treated as a Final Advance
under this Agreement for purposes of determining  the Applicable  Liquidity Rate
for  interest  payable  thereon.  Subject  to  Sections  2.07 and  2.09  hereof,
immediately  upon the withdrawal of any amounts from the Class C Cash Collateral
Account on account of a reduction in the  Required  Amount,  the Borrower  shall
repay  to the  Liquidity  Provider  a  portion  of the  Provider  Advances  in a
principal amount equal to such reduction,  plus interest on the principal amount
prepaid as provided in Section 3.07 hereof.

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

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

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




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

            Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be
made by the Borrower  under this  Agreement  shall be made only from the amounts
that constitute  Scheduled Payments,  Special Payments or payments under Section
8.1 of the  Participation  Agreements with respect to Owned  Aircraft,  payments
under  Section  9.1 of the  Participation  Agreements  with  respect  to  Leased
Aircraft and payments under Section 6 of the Note Purchase Agreement and only to
the extent that the Borrower shall have sufficient income or proceeds  therefrom
to enable the  Borrower to make  payments in  accordance  with the terms  hereof
after  giving  effect to the  priority of payments  provisions  set forth in the
Intercreditor  Agreement. The Liquidity Provider agrees that it will look solely
to such amounts to the extent  available for  distribution  to it as provided in
the  Intercreditor  Agreement and this  Agreement and that the Borrower,  in its
individual  capacity,  is not personally liable to it for any amounts payable or
liability under this Agreement  except as expressly  provided in this Agreement,
the Intercreditor Agreement or any Participation  Agreement.  Amounts on deposit
in the Class C Cash  Collateral  Account  shall be  available to the Borrower to
make  payments  under this  Agreement  only to the  extent and for the  purposes
expressly contemplated in Section 3.6(f) of the Intercreditor Agreement.

            Section 2.10. EXTENSION OF THE EXPIRY DATE;  NON-EXTENSION  ADVANCE.
The Borrower may, from time to time, by notice to the Liquidity  Provider  (each
such notice  being an  "EXTENSION  NOTICE")  given no later than 40th day and no
earlier than the 60th day prior to the then applicable  Expiry Date,  request an
extension  of the  Expiry  Date to the  earlier of (i) the date which is 15 days
after the Final Legal  Distribution  Date for the Class C Certificates  and (ii)
the date that is the day immediately preceding the 364th day occurring after the
last day of the Consent Period (as hereinafter defined).  The Liquidity Provider
may, by a notice (a "CONSENT  NOTICE") to the Borrower,  given during the period
commencing with the date of the Liquidity  Provider's  receipt of such Extension
Notice and  ending on the date that is 25 days prior to the Expiry  Date then in
effect (the  "CONSENT  PERIOD"),  consent to such  extension of the Expiry Date,
which consent may be given or withheld by the Liquidity Provider in its absolute
and sole  discretion;  PROVIDED,  HOWEVER,  that  such  extension  shall  not be
effective  with respect to the Liquidity  Provider if by a notice (a "WITHDRAWAL
NOTICE") to the Borrower during the Consent Period the Liquidity Provider either
declines  to consent to such  extension  or revokes  its  Consent  Notice.  If a
Withdrawal  Notice has been  given or if the  Liquidity  Provider  has failed to
deliver a Consent  Notice  within the Consent  Period (and, in each case, if the
Liquidity  Provider  shall not have been  replaced in  accordance  with  Section
3.6(e) of the  Intercreditor  Agreement),  the Borrower shall be entitled on and
after the date on which the Consent Period ends (but prior to the then effective
Expiry  Date) to request a  Non-Extension  Advance in  accordance  with  Section
2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.




                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

            Section  3.01.  INCREASED  COSTS.  The  Borrower  shall  pay  to the
Liquidity  Provider  from  time to time  such  amounts  as may be  necessary  to
compensate  the  Liquidity  Provider  for any  increased  costs  incurred by the
Liquidity Provider which are attributable to its making or maintaining any LIBOR
Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction  in  any  amount  receivable  by the  Liquidity  Provider  under  this
Agreement or the Intercreditor Agreement in respect of any such Advances or such
obligation  (such increases in costs and reductions in amounts  receivable being
herein called "ADDITIONAL  COSTS"),  resulting from any change after the date of
this Agreement in U.S. federal, state, municipal, or foreign laws or regulations
(including  Regulation  D of the  Board  of  Governors  of the  Federal  Reserve
System),  or the  adoption  or making  after the date of this  Agreement  of any
interpretations,  directives,  or  requirements  applying  to a class  of  banks
including the Liquidity Provider under any U.S. federal,  state,  municipal,  or
any foreign laws or regulations  (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
Facility  Office if making such  change  would avoid the need for, or reduce the
amount of, any amount payable under this Section that may thereafter  accrue and
would not, in the reasonable  judgment of the Liquidity  Provider,  be otherwise
disadvantageous to the Liquidity Provider.

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

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




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

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

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

            Section 3.03. PAYMENTS FREE OF DEDUCTIONS.  (a) All payments made by
the Borrower under this  Agreement  shall be made free and clear of, and without
reduction  for or on account  of, any  present or future  stamp or other  taxes,
levies, imposts, duties, charges, fees, deductions,  withholdings,  restrictions
or  conditions  of any  nature  whatsoever  now or  hereafter  imposed,  levied,
collected,  withheld or assessed,  excluding  Excluded Taxes (such  non-excluded
taxes  being  referred to herein,  collectively,  as  "NON-EXCLUDED  TAXES" and,
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 Facility  Office if making such change would avoid the need
for, or reduce the amount of, any such  additional  amounts that may  thereafter
accrue and would not, in the reasonable judgment of the Liquidity  Provider,  be
otherwise  disadvantageous to the Liquidity Provider. From time to time upon the
reasonable request of the Borrower,  the Liquidity Provider agrees to provide to
the  Borrower  two  original  Internal  Revenue  Service  Form 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 First Union Bank International,
Swift/BIC-Code:  PNBPUS3N NYC (Fedwire 0260 0509 2/ CHIPS/ABA  0509) in favor of
account  number 2000 193 534 122  Bayerische  Landesbank  Girozentrale,  Munich,
Swift/BIC-Code: BYLADEMM, Reference: RCA Continental EETC 1999-1C.

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

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



LIBOR  Advance) or reduce the number of days for which  interest will be payable
on such Advance on the next interest payment date for such Advance.

            Section 3.07.  INTEREST.  (a) Subject to Section 2.09,  the Borrower
shall pay, or shall cause to be paid, without  duplication,  interest on (i) the
unpaid  principal  amount of each  Advance from and  including  the date of such
Advance (or, in the case of an Applied Provider Advance,  from and including the
date on which the amount thereof was withdrawn from the Class C Cash  Collateral
Account to pay interest on the Class C  Certificates)  to but excluding the date
such  principal  amount  shall be paid in full  (or,  in the case of an  Applied
Provider Advance, the date on which the Class C Cash Collateral Account is fully
replenished  in respect of such Advance) and (ii) 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  (or, if such Final Advance is deemed to
have been made,  without  delivery of a Notice of Borrowing  pursuant to Section
2.06, by requesting,  prior to 11:00 a.m. on the first Business Day  immediately
following the Borrower's receipt of the applicable Termination Notice, that such
Final Advance not be converted from a Base Rate Advance to a LIBOR Advance).

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




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

            (e) Each outstanding  Unapplied Provider Advance shall bear interest
in an amount equal to the Investment Earnings on amounts on deposit in the Class
C Cash Collateral Account plus the Applicable Margin for such Unapplied Provider
Advance  on the amount of such  Unapplied  Provider  Advance  from time to time,
payable in arrears on each Regular Distribution Date.

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

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

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

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

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

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

            Section 3.10.  ILLEGALITY.  Notwithstanding  any other  provision in
this Agreement, if any change in any applicable law, rule or regulation,  or any
change in the  interpretation  or  administration  thereof  by any  governmental



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


                                   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) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such  Termination  Notice is received
by the  Borrower,  (ii) the  Borrower to  promptly  request,  and the  Liquidity
Provider to promptly  make, a Final Advance in accordance  with Section  2.02(d)
hereof  and  Section  3.6(i)  of the  Intercreditor  Agreement,  (iii) all other
outstanding  Advances to be  automatically  converted  into Final  Advances  for
purposes of  determining  the  Applicable  Liquidity  Rate for interest  payable
thereon,  and (iv)  subject  to  Sections  2.07 and 2.09  hereof,  all  Advances
(including,  without  limitation,  any  Provider  Advance and  Applied  Provider
Advance),  any  accrued  interest  thereon  and any  other  amounts  outstanding
hereunder to become immediately due and payable to the Liquidity Provider.


                                   ARTICLE VII

                                  MISCELLANEOUS

            Section  7.01.  AMENDMENTS,  ETC.  No  amendment  or  waiver  of any
provision  of this  Agreement,  nor  consent to any  departure  by the  Borrower
therefrom,  shall in any event be effective  unless the same shall be in 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:   BAYERISCHE LANDESBANK GIROZENTRALE
                              Brienner Strasse 18
                              D-80333 Munich, Germany
                              Attn: Aircraft Finance Department, 7650

                              Telephone: 49-89-2171-2360
                              Telecopy: 49-89-2171-3763




                              WITH A COPY OF ANY NOTICE OF BORROWING TO BE 
                              DELIVERED TO:

                              BAYERISCHE LANDESBANK GIROZENTRALE
                              560 Lexington Avenue
                              New York, NY 10022
                              Attn: Patricia Sanchez

                              Telephone: 212-310-9810
                              Telecopy: 212-310-9930

or, as to each of the foregoing, at such other address as shall be designated by
such  Person  in  a  written  notice  to  the  others.   All  such  notices  and
communications  shall be effective (i) if given by telecopier,  when transmitted
to the telecopier  number specified above, (ii) if given by mail, when deposited
in the mails  addressed as specified  above,  and (iii) if given by other means,
when delivered at the address  specified  above,  except that written notices to
the Liquidity  Provider  pursuant to the  provisions of Article 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 of the Participation  Agreements with respect to
Owned Aircraft and Section 9.1 of the  Participation  Agreements with respect to
Leased Aircraft. In addition, the Borrower agrees to indemnify,  protect, defend
and hold harmless the Liquidity  Provider  from,  against and in respect of, and
shall pay on demand,  all Expenses of any kind or nature  whatsoever (other than
any Expenses of the nature  described in Section 3.01, 3.02 or 7.07 hereof or in
the Fee Letter  (regardless  of whether  indemnified  against  pursuant  to said
Sections or in such Fee Letter)),  that may be imposed,  incurred by or asserted
against any Liquidity  Indemnitee,  in any way relating to,  resulting  from, or
arising out of or in connection with any action, suit or proceeding by any third
party against such Liquidity Indemnitee and relating to this Agreement,  the Fee



Letter,  the  Intercreditor  Agreement  or any  Financing  Agreement;  PROVIDED,
HOWEVER, that the Borrower shall not be required to indemnify,  protect,  defend
and hold  harmless any  Liquidity  Indemnitee  in respect of any Expense of such
Liquidity Indemnitee to the extent such Expense is (i) attributable to the gross
negligence  or willful  misconduct  of such  Liquidity  Indemnitee  or any other
Liquidity  Indemnitee,  (ii) ordinary and usual operating  overhead expense,  or
(iii)  attributable  to the failure by such  Liquidity  Indemnitee  or any other
Liquidity Indemnitee to perform or observe any agreement,  covenant or condition
on its part to be performed  or observed in this  Agreement,  the  Intercreditor
Agreement,  the Fee Letter,  the Tax Letter or any other Operative  Agreement to
which it is a party.  The  indemnities  contained  in Section 8.1 or 9.1, as the
case may be, of the  Participation  Agreements,  and the  provisions of Sections
3.01, 3.02,  3.03, 3.09, 7.05 and 7.07 hereof,  shall survive the termination of
this Agreement.

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

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

            Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity  Provider shall make demand,  all  reasonable  out-of-pocket
costs and expenses  (including,  without  limitation,  the  reasonable  fees and
expenses  of  outside  counsel  for the  Liquidity  Provider)  of the  Liquidity
Provider in connection with the preparation,  negotiation,  execution, delivery,
filing and recording of this Agreement,  any other  Operative  Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including  reasonable counsel fees
and expenses) of the Liquidity  Provider in connection  with (i) the enforcement



of this Agreement or any other  Operative  Agreement,  (ii) the  modification or
amendment of, or supplement to, this Agreement or any other Operative  Agreement
or such  other  documents  which may be  delivered  in  connection  herewith  or
therewith  (whether or not the same shall become  effective) or (iii) any action
or  proceeding  relating to any order,  injunction,  or other  process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under  this  Agreement,  the  Intercreditor  Agreement  or any  other  Operative
Agreement or otherwise  affecting the  application  of funds in the Class C Cash
Collateral Account.  In addition,  the Borrower shall pay any and all recording,
stamp and other  similar  taxes and fees payable or  determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative  Agreement and such other documents,  and agrees to save the
Liquidity  Provider  harmless  from and  against  any and all  liabilities  with
respect to or  resulting  from any delay in paying or omission to pay such taxes
or fees.

            Section 7.08.  BINDING  EFFECT;  PARTICIPATIONS.  (a) This Agreement
shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Provider and their  respective  successors and assigns,  except that neither the
Liquidity  Provider  (except as  otherwise  provided in this  Section  7.08) nor
(except as  contemplated  by Section 3.08) the Borrower  shall have the right to
assign its rights or  obligations  hereunder or any interest  herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder  (including,  without  limitation,  funded  participations  and
participations in rights to receive 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 and the like as they pertain to the Liquidity Provider shall be deemed also
to include those of each of its  participants  that are banks (subject,  in each
case, to the maximum amount that would have been incurred by or  attributable to
the  Liquidity  Provider  directly if the  Liquidity  Provider,  rather than the
participant, had held the interest participated).



            (b) If,  pursuant to subsection  (a) above,  the Liquidity  Provider
sells any  participation  in this Agreement to any bank or other entity (each, a
"TRANSFEREE"),  then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the  Liquidity  Provider and the  Borrower)  either (A) that it is  incorporated
under  the laws of the  United  States  or a state  thereof  or (B)  that  under
applicable  law and  treaties,  no taxes will be required  to be  withheld  with
respect  to any  payments  to be made  to such  Transferee  in  respect  of this
Agreement,  (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated,  two copies of a properly completed
United States  Internal  Revenue Service Form 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 of  mail),  postage
      prepaid,  to each party  hereto at its address  set forth in Section  7.02
      hereof,  or at such other  address of which the Liquidity  Provider  shall
      have been notified pursuant thereto; and

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

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


                                   BAYERISCHE LANDESBANK GIROZENTRALE,
                                   as Liquidity Provider


                                   By:_________________________________________
                                      Name:
                                      Title:


                                   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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1C) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

            The Borrower  hereby  acknowledges  that,  pursuant to the Liquidity
Agreement,  the making of the  Interest  Advance as  requested by this Notice of
Borrowing shall  automatically  reduce,  subject to  reinstatement in accordance



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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1C) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

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




            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
borrower  (the   "BORROWER"),   hereby   certifies  to   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1C) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

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

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

            The Borrower  hereby  acknowledges  that,  pursuant to the Liquidity
Agreement,  (A) the making of the Downgrade  Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the 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   Bayerische   Landesbank
Girozentrale (the "LIQUIDITY PROVIDER"),  with reference to the Revolving Credit
Agreement  (1999-1C) dated as of February 8, 1999,  between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise  defined herein being used herein as therein  defined or  referenced),
that:

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

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

          (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 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.]

- ----------

 Bracketed language may be included at Borrower's option.




            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:



                 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

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1C-[O/S], as
      Borrower, and Bayerische 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,

                                          BAYERISCHE 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:

Re:   Revolving Credit Agreement dated as of February 8, 1999, between
      Wilmington Trust Company, as Subordination Agent, as agent and trustee
      for the Continental Airlines Pass Through Trust, 1999-1C-[O/S], as
      Borrower, and Bayerische 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:












                         TRUST SUPPLEMENT No. 1999-1A-O

                             Dated February 8, 1999



                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,



                                       and



                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997



                                  $541,746,000

                Continental Airlines Pass Through Trust 1999-1A-O
                           6.545% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1A-O






            This Trust  Supplement No.  1999-1A-O,  dated as of February 8, 1999
(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 1999-1A-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 NPA, 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
"6.545%  Continental  Airlines  Pass  Through  Certificates,  Series  1999-1A-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

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




            (a) The aggregate  principal  amount of the Applicable  Certificates
that  shall  be  authenticated   under  the  Agreement  (except  for  Applicable
Certificates  authenticated and delivered  pursuant to Sections 3.03, 3.04, 3.05
and 3.06 of the Basic Agreement) is $541,746,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
Scheduled  Payments  means  February 2 and August 2 of each year,  commencing on
August 2, 1999, until payment of all of the Scheduled  Payments to be made under
the Equipment Notes has been made.

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

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

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

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

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

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

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




            (i)   The Responsible Party is the Company.

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

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

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


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

            AGREEMENT: Has the meaning specified in the recitals hereto.

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

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

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

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

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

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

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




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

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

            BOEING: Means The Boeing Company.

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

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

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

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

            DELIVERY NOTICE: Has the meaning specified in the NPA.

            DELIVERY PERIOD  TERMINATION DATE: Means the earlier of (a) February
      2, 2000,  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,  August 2, 2000 (PROVIDED that, if a labor
      strike  occurs  at  Boeing  on or prior to  either  or both of such  dates
      referred  to in this clause (a),  such date or dates on or  following  the
      commencement of such strike shall be extended by adding thereto the number
      of days that such  strike  continued  in effect) and (b) the date on which
      Equipment  Notes  issued  with  respect  to all of the  New  Aircraft  (or
      Substitute Aircraft in lieu thereof) have been purchased by the Applicable
      Trust and the Other Trusts in accordance with the NPA.

            DEPOSITS: Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 August 2, 2020.

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

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

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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of February 8, 1999 among the Trustee,  the Other Trustees,  the Liquidity
      Provider,  the liquidity  providers  relating to the  Certificates  issued
      under each of the Other  Agreements,  and  Wilmington  Trust  Company,  as
      Subordination Agent and as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

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




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

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

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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW AIRCRAFT: Has the meaning specified in the NPA.

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

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      among the Trustee, the Other Trustees,  the Company, the Escrow Agent, the
      Escrow Paying Agent and the  Subordination  Agent,  providing  for,  among
      other things,  the purchase of Equipment Notes by the Trustee on behalf of
      the Trust, as the same may be amended,  supplemented or otherwise modified
      from time to time, in accordance with its terms.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1999-1B-O  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1B-O  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1C-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1C-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
      1999-1B-O and the Continental Airlines Pass Through Trust 1999-1C-O,  each
      created on the date hereof.

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

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

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

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

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

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

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

            POOL  FACTOR:  Means,  as of any  Distribution  Date,  the  quotient
      (rounded to the seventh  decimal place)  computed by dividing (i) the Pool
      Balance  by (ii) the  original  aggregate  face  amount of the  Applicable
      Certificates.  The  Pool  Factor  as of any  Distribution  Date  shall  be
      computed after giving effect to any special  distribution  with respect to



      unused  Deposits,  payment of principal of the Equipment Notes or payments
      with respect to other Trust  Property and the  distribution  thereof to be
      made on that date.

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 relating to the offering of the Certificates.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1999-1A-S dated the date hereof
      relating to the  Continental  Airlines  Pass Through  Trust  1999-1A-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 1999-1A-S,
      to be formed under the Related Pass Through Trust Agreement.

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

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

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

            SUBSTITUTE AIRCRAFT: Has the meaning specified in the NPA.

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

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

            TRUST PROPERTY:  Means (i) subject to the  Intercreditor  Agreement,
      the  Equipment  Notes held as the property of the  Applicable  Trust,  all
      monies at any time  paid  thereon  and all  monies  due and to become  due
      thereunder,  (ii) funds  from time to time  deposited  in the  Certificate
      Account and the Special Payments Account and, subject to the Intercreditor
      Agreement,  any proceeds from the sale by the Trustee  pursuant to Article
      VI of the Basic  Agreement of any  Equipment  Note and (iii) all rights of
      the Applicable Trust and the Trustee,  on behalf of the Applicable  Trust,
      under the Intercreditor  Agreement,  the Escrow Agreement, the NPA and the
      Liquidity Facility,  including,  without limitation, all rights to receive
      certain payments thereunder,  and all monies paid to the Trustee on behalf
      of the  Applicable  Trust pursuant to the  Intercreditor  Agreement or the
      Liquidity  Facility,  PROVIDED that rights with respect to the Deposits or



      under the Escrow Agreement, except for the right to direct withdrawals for
      the purchase of Equipment  Notes to be held  herein,  will not  constitute
      Trust Property.

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:

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

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

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

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

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

            (vi) the Pool Balance and the Pool Factor.

            With respect to the Applicable  Certificates  registered in the name
of a Clearing Agency,  on the Record Date prior to each  Distribution  Date, the
Trustee will request from such  Clearing  Agency a securities  position  listing
setting forth the names of all Clearing  Agency  Participants  reflected on such



Clearing Agency's books as holding  interests in the Applicable  Certificates on
such Record Date. On each Distribution  Date, the Trustee will mail to each such
Clearing  Agency  Participant  the  statement  described  above  and  will  make
available additional copies as requested by such Clearing Agency Participant for
forwarding to holders of interests in the Applicable Certificates.

            (b)  Within  a  reasonable  period  of  time  after  the end of each
calendar  year but not later than the latest date  permitted by law, the Trustee
shall  furnish to each Person who at any time during such  calendar  year was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus  Supplement,  by no later than July 18, 1999 the Trustee shall
mail  written  notice of the actual  amount of such  scheduled  payments  to the
Applicable  Certificateholders  of record as of a date within 10  Business  Days
prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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.




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


                                   ARTICLE IV
                                     DEFAULT

            Section  4.01.  PURCHASE  RIGHTS  OF   CERTIFICATEHOLDERS.   (a)  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  and the Class B  Certificates  pursuant  to this
      Section 4.01(a); and

            (iii)   each   holder  of  a  Class  D   Certificate   (a  "CLASS  D
      CERTIFICATEHOLDER")  shall have the right (which shall not expire upon any
      purchase  of the  Applicable  Certificates  pursuant to clause (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,  the Class B Certificates and the
      Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  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,  (i) forthwith  sell,  assign,  transfer and
convey to the purchaser(s) thereof (without recourse, representation or warranty
of any kind  except for its own acts),  all of the right,  title,  interest  and
obligation of such  Applicable  Certificateholder  in the Agreement,  the Escrow
Agreement,  the Deposit Agreement,  the Intercreditor  Agreement,  the Liquidity
Facility, the NPA, the Note Documents and all Applicable Certificates and Escrow
Receipts held by such Applicable  Certificateholder  (excluding all right, title
and  interest  under any of the  foregoing  to the extent such  right,  title or
interest is with respect to an  obligation  not then due and payable as respects
any action or  inaction or state of affairs  occurring  prior to such sale) (and
the  purchaser   shall  assume  all  of  such   Applicable   Certificateholder's
obligations under the Agreement,  the Escrow Agreement,  the Deposit  Agreement,
the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents
and all such Applicable Certificates and Escrow Receipts), (ii) if such purchase
occurs after a record date  specified  in Section  2.03 of the Escrow  Agreement
relating  to the  distribution  of unused  Deposits  and/or  accrued  and unpaid
interest  on  Deposits  and  prior  to  or  on  the  related  distribution  date
thereunder,   forthwith  turn  over  to  the   purchaser(s)  of  its  Applicable
Certificate all amounts, if any, received by it on account of such distribution,
and  (iii)  if  such  purchase  occurs  after  a  Record  Date  relating  to any



distribution and prior to or on the related  Distribution  Date,  forthwith turn
over to the  purchaser(s)  of its Applicable  Certificate  all amounts,  if any,
received by it on account of such distribution. The Applicable Certificates will
be deemed to be  purchased  on the date  payment of the  purchase  price is made
notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (I) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (II) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

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

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

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


                                    ARTICLE V
                                   THE TRUSTEE

            Section 5.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement and the NPA on or prior to the Issuance Date, each in the form
delivered  to the Trustee by the  Company,  and (ii)  subject to the  respective
terms  thereof,  to perform  its  obligations  thereunder.  Upon  request of the
Company and the  satisfaction or waiver of the closing  conditions  specified in
the Underwriting Agreement,  the Trustee shall execute,  deliver,  authenticate,
issue and sell Applicable  Certificates in authorized  denominations equaling in
the aggregate the amount set forth,  with respect to the  Applicable  Trust,  in
Schedule  I to  the  Underwriting  Agreement  evidencing  the  entire  ownership
interest in the  Applicable  Trust,  which amount  equals the maximum  aggregate
principal  amount of  Equipment  Notes  which may be  purchased  by the  Trustee
pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of
the Basic  Agreement,  the Trustee  shall not execute,  authenticate  or deliver
Applicable  Certificates  in excess of the  aggregate  amount  specified in this
paragraph.  The  provisions  of this Section  5.01(a)  supersede and replace the
first sentence of Section  3.02(a) of the Basic  Agreement,  with respect to the
Applicable Trust.




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

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

            Section  5.02.  WITHDRAWAL  OF  DEPOSITS.  If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, the Trustee



shall give the Escrow Agent  notice that the  Trustee's  obligation  to purchase
Equipment  Notes under the NPA has  terminated  and instruct the Escrow Agent to
provide a notice of Final Withdrawal to the Depositary substantially in the form
of Exhibit B to the Deposit Agreement (the "FINAL WITHDRAWAL NOTICE").

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement,  as fully to all intents as if the same were herein set
forth at length.

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

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

            (b) the execution,  delivery and  performance by the Trustee of this
      Trust Supplement,  the Intercreditor  Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is or is to become a party (i) will
      not violate any provision of any United  States  federal law or the law of
      the state of the United  States where it is located  governing the banking
      and trust powers of the Trustee or any order, writ, judgment, or decree of
      any court,  arbitrator or governmental authority applicable to the Trustee
      or any of its assets,  (ii) will not violate any provision of the articles
      of association  or by-laws of the Trustee,  and (iii) will not violate any
      provision of, or  constitute,  with or without  notice or lapse of time, a
      default under,  or result in the creation or imposition of any lien on any
      properties  included in the Trust  Property  pursuant to the provisions of
      any mortgage, indenture, contract, agreement or other undertaking to which
      it is a party,  which  violation,  default  or lien  could  reasonably  be



      expected to have an adverse effect on the Trustee's performance or ability
      to perform  its duties  hereunder  or  thereunder  or on the  transactions
      contemplated herein or therein;

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

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

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


                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more
agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic  Agreement)  (a)  clauses (2) and (3) of such  Section  9.01 shall also be



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

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of
the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

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

            Upon the earlier of (i) the first Business Day following February 2,
2000,  or, if later,  the fifth  Business  Day  following  the  Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "TRANSFER DATE"), or, if later, the date
on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:




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

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

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

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

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

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

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

Upon the execution of the  Assignment  and  Assumption  Agreement by the parties
thereto,   the   Applicable   Trust   shall  be   terminated,   the   Applicable
Certificateholders  shall receive  beneficial  interests in the Related Trust in
exchange for their interests in the Applicable  Trust equal to their  respective
beneficial  interests in the Applicable  Trust,  and the Outstanding  Applicable



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

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

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

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





                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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

            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

Certificate
No. ______

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

                CONTINENTAL AIRLINES PASS THROUGH TRUST 1999-1A-O

     6.545% Continental Airlines Pass Through Certificate, Series 1999-1A-O
                         Issuance Date: February 8, 1999

                       Final Maturity Date: August 2, 2020

                Evidencing A Fractional Undivided Interest In The
             Continental Airlines Pass Through Trust 1999-1A-O, The
             Property Of Which Shall Include Certain Equipment Notes
                Each Secured By An Aircraft Leased To Or Owned By
                           Continental Airlines, Inc.



                    ___________ Fractional Undivided Interest
         representing 0.0001845884% 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 1999-1A-O (the "TRUST")
created by Wilmington Trust Company,  as trustee (the "Trustee"),  pursuant to a
Pass  Through  Trust  Agreement,  dated as of  September  25,  1997 (the  "BASIC
AGREEMENT"),  between the Trustee and  Continental  Airlines,  Inc.,  a Delaware
corporation (the  "Company"),  as supplemented by Trust Supplement No. 1999-1A-O
thereto, dated as of February 8, 1999 (the "Trust Supplement" and, together with

- ----------

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




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 "6.545%  Continental  Airlines Pass
Through Certificates, Series 1999-1A-O" (herein called the "CERTIFICATES"). This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement.  By virtue of its acceptance  hereof, the holder of
this Certificate (the  "CERTIFICATEHOLDER"  and, together with all other holders
of Certificates  issued by the Trust, the  "CERTIFICATEHOLDERS")  assents to and
agrees to be bound by the  provisions  of the  Agreement  and the  Intercreditor
Agreement.  The property of the Trust includes  certain  Equipment Notes and all
rights of the Trust to receive  payments under the  Intercreditor  Agreement and
the Liquidity Facility (the "TRUST PROPERTY"). Each issue of the Equipment Notes
is secured by, among other things, a security  interest in an Aircraft leased to
or owned by the Company.

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

            Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on each  February 2 and August 2 (a  "REGULAR  DISTRIBUTION  DATE")
commencing  August 2,  1999,  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 of payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only
from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  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 an  interest
herein are exempt from the prohibited transaction  restrictions of ERISA and the



Code pursuant to one or more prohibited  transaction statutory or administrative
exemptions.

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

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

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

                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    1999-1A-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 1999-1A

            ASSIGNMENT AND ASSUMPTION  AGREEMENT  (1999-1A),  dated  ___________
(the  "ASSIGNMENT  AGREEMENT"),  between  Wilmington  Trust Company,  a Delaware
banking corporation  ("WTC"), not in its individual capacity except as expressly
provided  herein,  but solely as trustee under the Pass Through Trust  Agreement
dated as of September  25, 1997 (as amended or modified  from time to time,  the
"BASIC AGREEMENT"),  as supplemented by the Trust Supplement No. 1999-1A-O dated
February 8, 1999 (the "TRUST  SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1999-1A-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.  1999-1A-S  dated February 8, 1999 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1999-1A-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  and
Assumption Agreement (1999-1A) 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
                                       1999-1A-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
                                       1999-1A-S



                                    By:_______________________________________
                                       Title:





                                   Schedule I

                         Schedule of Assigned Documents

            (1)  Intercreditor  Agreement dated as of February 8, 1999 among the
Trustee, the Other Trustees, the Liquidity Provider, the liquidity providers, 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 February
8, 1999 among the Escrow  Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

            (3) Note Purchase  Agreement  dated as of February 8, 1999 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 February 8, 1999 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

Bayerische Landesbank Girozentrale, as Liquidity Provider

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents










                         TRUST SUPPLEMENT No. 1999-1A-S

                             Dated February 8, 1999


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $541,746,000

                Continental Airlines Pass Through Trust 1999-1A-S
                           6.545% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1A-S



            This Trust  Supplement No.  1999-1A-S,  dated as of February 8, 1999
(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  1999-1A-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  "6.545%  Continental  Airlines  Pass  Through  Certificates,   Series
1999-1A-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

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

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be initially  deemed issued under the Agreement  shall be equal
      to  the  aggregate   principal  amount  of   "Outstanding"   pass  through
      certificates  representing  fractional  undivided interests in the Related
      Trust on the Transfer Date.  Subject to the preceding sentence and Section
      5.01 of this  Trust  Supplement  and except  for  Applicable  Certificates
      authenticated  and delivered  under Sections 3.03,  3.04, 3.05 and 3.06 of
      the Basic  Agreement,  no Applicable  Certificates  shall be authenticated
      under the Agreement.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means February 2 and August 2 of each year,  commencing
      on August 2, 1999,  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  Supplement,  with  such
      appropriate insertions,  omissions,  substitutions and other variations as
      are required or permitted by the Related Pass Through  Trust  Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect  the fact that the  Applicable  Certificates  are being  issued
      under the  Agreement as opposed to under the Related  Pass  Through  Trust
      Agreement.  Any Person acquiring or accepting an Applicable Certificate or
      an interest therein will, by such acquisition or acceptance,  be deemed to
      represent and warrant to and for the benefit of each Owner Participant and
      the Company that either (i) the assets of an employee benefit plan subject
      to Title I of the Employee  Retirement  Income  Security  Act of 1974,  as
      amended  ("ERISA"),  or of a plan  subject to Section 4975 of the Internal
      Revenue  Code of 1986,  as  amended  (the  "CODE"),  have not been used to
      purchase  Applicable  Certificates  or an  interest  therein  or (ii)  the
      purchase and holding of Applicable  Certificates or an interest therein is
      exempt from the prohibited transaction  restrictions of ERISA and the Code
      pursuant to one or more prohibited transaction statutory or administrative
      exemptions.

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

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

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

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




            (i)   The Responsible Party is the Company.

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

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

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


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

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

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

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

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

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




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

            BOEING:  Means The Boeing Company.

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

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

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

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

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

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 August 2, 2020.

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

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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of  February  8, 1999 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date, the Other Trustees), the Liquidity Provider, the liquidity providers
      relating  to the  Certificates  issued  under  each of the  Related  Other
      Agreements,  and Wilmington Trust Company,  as Subordination  Agent and as
      trustee  thereunder,  as amended,  supplemented or otherwise modified from
      time to time in accordance with its terms.

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

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

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

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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as



      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW AIRCRAFT: Has the meaning specified in the NPA.

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      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.  1999-1B-S  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1B-S  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1C-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1C-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
      1999-1B-S  and the  Continental  Airlines  Pass Through  Trust  1999-1C-S,
      created by the Other Agreements.

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

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




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

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

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

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

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

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

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

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

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



      distribution with respect to unused Deposits,  payment of principal of the
      Equipment  Notes or payment with  respect to other Trust  Property and the
      distribution thereof to be made on that date.

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 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.  1999-1A-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust  1999-1A-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 1999-1A-O,
      formed under the Related Pass Through Trust Agreement.

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

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

            SUBSTITUTE AIRCRAFT: Has the meaning specified in the NPA.

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




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

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

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

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.


                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:




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

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

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

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

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

            (vi) the Pool Balance and the Pool Factor.

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

            (b)  Within  a  reasonable  period  of  time  after  the end of each
calendar  year but not later than the latest date  permitted by law, the Trustee
shall  furnish to each Person who at any time during such  calendar  year was an
Applicable  Certificateholder  of record a statement  containing  the sum of the
amounts determined pursuant to clauses (a)(i),  (a)(ii),  (a)(iii),  (a)(iv) and
(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus Supplement, by no later than July 18, 1999 the Trustee (if the



Related Trustee has not already done so) shall mail written notice of the actual
amount of such scheduled payments to the Applicable Certificateholders of record
as of a date within 10 Business Days prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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 (if the Related Trustee
has not  already  done so) shall  furnish to  Applicable  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency,  on the  Transfer  Date,  the Trustee  (if the  Related  Trustee has not
already done so) will request from such  Clearing  Agency a securities  position
listing setting forth the names of all Clearing Agency Participants reflected on
such  Clearing   Agency's  books  as  holding   interests  in  the   "Applicable
Certificates"  (as defined in the Related Pass Through  Trust  Agreement) on the
Delivery  Period  Termination  Date. The Trustee (if the Related Trustee has not
already  done  so)  will  mail to each  such  Clearing  Agency  Participant  the
statement described above and will make available additional copies as requested
by such Clearing  Agency  Participant  for forwarding to holders of interests in
the Applicable Certificates.

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


                                   ARTICLE IV
                                     DEFAULT

            Section  4.01.  PURCHASE  RIGHTS  OF   CERTIFICATEHOLDERS.   (a)  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  and the Class B  Certificates  pursuant  to this
      Section 4.01(a); and

            (iii)   each   holder  of  a  Class  D   Certificate   (a  "CLASS  D
      CERTIFICATEHOLDER")  shall have the right (which shall not expire upon any
      purchase  of the  Applicable  Certificates  pursuant to clause (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,  the Class B Certificates and the
      Class C 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 the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the



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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  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,  (i) forthwith  sell,  assign,  transfer and
convey to the purchaser(s) thereof (without recourse, representation or warranty
of any kind  except for its own acts),  all of the right,  title,  interest  and
obligation of such  Applicable  Certificateholder  in the Agreement,  the Escrow
Agreement,  the Deposit Agreement,  the Intercreditor  Agreement,  the Liquidity
Facility, the Note Documents, the NPA and all Applicable Certificates and Escrow
Receipts held by such Applicable  Certificateholder  (excluding all right, title
and  interest  under any of the  foregoing  to the extent such  right,  title or
interest is with respect to an  obligation  not then due and payable as respects
any action or inaction or state of affairs occurring prior to such sale)(and the
purchaser  shall assume all of such Applicable  Certificateholder's  obligations
under  the  Agreement,   the  Escrow  Agreement,   the  Deposit  Agreement,  the
Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents and
all such Applicable  Certificates  and Escrow  Receipts),  (ii) if such purchase
occurs after a record date  specified  in Section  2.03 of the Escrow  Agreement
relating  to the  distribution  of unused  Deposits  and/or  accrued  and unpaid
interest  on  Deposits  and  prior  to  or  on  the  related  distribution  date
thereunder,   forthwith  turn  over  to  the   purchaser(s)  of  its  Applicable
Certificate all amounts, if any, received by it on account of such distribution,
and  (iii)  if  such  purchase  occurs  after  a  Record  Date  relating  to any
distribution and prior to or on the related  Distribution  Date,  forthwith turn
over to the  purchaser(s)  of its Applicable  Certificate  all amounts,  if any,
received by it on account of such distribution. The Applicable Certificates will
be deemed to be  purchased  on the date  payment of the  purchase  price is made
notwithstanding the failure of the Applicable  Certificateholders to deliver any
Applicable  Certificates  and, upon such a purchase,  (I) the only rights of the
Applicable  Certificateholders will be to deliver the Applicable Certificates to
the purchaser(s) and receive the purchase price for such Applicable Certificates
and (II) if the purchaser(s) shall so request, such Applicable Certificateholder
will comply with all the  provisions  of Section 3.04 of the Basic  Agreement to
enable  new  Applicable  Certificates  to be  issued  to the  purchaser  in such
denominations  as it shall request.  All charges and expenses in connection with
the  issuance  of any such  new  Applicable  Certificates  shall be borne by the
purchaser thereof.

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

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




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


                                    ARTICLE V
                                   THE TRUSTEE

            Section  5.01.  ACQUISITION  OF TRUST  PROPERTY.  (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and  Assumption  Agreement on the date  specified in Section 7.01 of the Related
Pass  Through  Trust  Supplement,  subject  only  to  the  satisfaction  of  the
conditions set forth in said Section 7.01. This Agreement  (except only for this
sentence and the immediately preceding sentence hereof, which are effective upon
execution  and delivery  hereof) shall become  effective  upon the execution and
delivery  of the  Assignment  and  Assumption  Agreement  by the Trustee and the
Related Trustee,  automatically  and without any further  signature or action on
the part of the Company and the  Trustee,  and shall  thereupon  constitute  the
legal, valid and binding  obligation of the parties hereto  enforceable  against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement,  the Related Trust shall be
terminated, the Applicable Certificateholders shall receive beneficial interests
in the  Applicable  Trust in exchange for their  interests in the Related  Trust
equal to their  respective  beneficial  interests  in the Related  Trust and the
"Outstanding"  (as defined in the Related Pass  Through  Trust  Agreement)  pass
through certificates  representing fractional undivided interests in the Related
Trust  shall be deemed  for all  purposes  of this  Agreement,  without  further
signature  or  action  of any  party or  Certificateholder,  to be  Certificates
representing  the same  Fractional  Undivided  Interests  in the Trust and Trust
Property.  By  acceptance  of  its  Applicable   Certificate,   each  Applicable
Certificateholder  consents  to  and  ratifies  such  assignment,  transfer  and
delivery  of the trust  property of the  Related  Trust to the Trustee  upon the
execution  and  delivery  of  the  Assignment  and  Assumption  Agreement.   The
provisions  of this Section  5.01(a)  supersede  and replace the  provisions  of
Section 2.02 of the Basic  Agreement with respect to the Applicable  Trust,  and
all  provisions of the Basic  Agreement  relating to Postponed  Notes or Section
2.02 of the Basic Agreement shall not apply to the Applicable Trust.

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




            Section 5.02.     [Intentionally Omitted]

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement as fully to all intents,  as if the same were herein set
forth at length.

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

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

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



      the Trustee's  performance  or ability to perform its duties  hereunder or
      thereunder or on the transactions contemplated herein or therein;

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

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

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


                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more



agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic  Agreement)  (a)  clauses (2) and (3) of such  Section  9.01 shall also be
deemed to include the Company's  obligations  under (in the case of clause (2)),
and the  Company's  rights and powers  conferred by (in the case of clause (3)),
the NPA and (b)  references  in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor  Agreement or any Liquidity Facility" shall also be deemed to
refer to "the  Intercreditor  Agreement,  the  Liquidity  Facility,  the  Escrow
Agreement,  the NPA or the  Deposit  Agreement"  and (ii) enter into one or more
agreements  supplemental  to this  Agreement  to provide for the  formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of  Equipment  Notes and other  matters  incidental  thereto or  otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of
the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

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

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



Trustee therein  specified.  The Trustee shall give such notice to the Registrar
at the  time  such  notice  is  given  to  Applicable  Certificateholders.  Upon
presentation  and surrender of the Applicable  Certificates  in accordance  with
such  notice,   the  Trustee  shall  cause  to  be   distributed  to  Applicable
Certificateholders such final payments.

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

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


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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

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

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  Trust be classified  for U.S.  federal income tax purposes as a
grantor trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue



Code of  1986,  as  amended,  and not as a trust  or  association  taxable  as a
corporation or as a partnership. Each Applicable Certificateholder and Investor,
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: 










                         TRUST SUPPLEMENT No. 1999-1B-O

                             Dated February 8, 1999


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $137,051,000

                Continental Airlines Pass Through Trust 1999-1B-O
                           6.795% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1B-O


            This Trust  Supplement No.  1999-1B-O,  dated as of February 8, 1999
(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 1999-1B-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 NPA, 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
"6.795%  Continental  Airlines  Pass  Through  Certificates,  Series  1999-1B-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable
Certificate  represents a fractional  undivided interest in the Applicable Trust



created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

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

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be  authenticated  under the Agreement  (except for  Applicable
      Certificates  authenticated and delivered pursuant to Sections 3.03, 3.04,
      3.05 and 3.06 of the Basic Agreement) is $137,051,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means February 2 and August 2 of each year,  commencing
      on August 2, 1999,  until payment of all of the  Scheduled  Payments to be
      made under the Equipment Notes has been made.

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

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

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




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

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

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

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

            (i)   The Responsible Party is the Company.

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

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

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

                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

            AGREEMENT: Has the meaning specified in the recitals hereto.

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

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




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

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

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

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

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

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

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

            BOEING: Means The Boeing Company.

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

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

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

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

            DELIVERY NOTICE: Has the meaning specified in the NPA.

            DELIVERY PERIOD  TERMINATION DATE: Means the earlier of (a) February
      2, 2000,  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,  August 2, 2000 (PROVIDED that, if a labor
      strike  occurs  at  Boeing  on or prior to  either  or both of such  dates
      referred  to in this clause (a),  such date or dates on or  following  the
      commencement of such strike shall be extended by adding thereto the number
      of days that such  strike  continued  in effect) and (b) the date on which
      Equipment  Notes  issued  with  respect  to all of the  New  Aircraft  (or
      Substitute Aircraft in lieu thereof) have been purchased by the Applicable
      Trust and the Other Trusts in accordance with the NPA.

            DEPOSITS: Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 February 2, 2020.

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




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

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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of February 8, 1999 among the Trustee,  the Other Trustees,  the Liquidity
      Provider,  the liquidity  providers  relating to the  Certificates  issued
      under each of the Other  Agreements,  and  Wilmington  Trust  Company,  as
      Subordination Agent and as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

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

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

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

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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.




            NEW AIRCRAFT: Has the meaning specified in the NPA.

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

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      among the Trustee, the Other Trustees,  the Company, the Escrow Agent, the
      Escrow Paying Agent and the  Subordination  Agent,  providing  for,  among
      other things,  the purchase of Equipment Notes by the Trustee on behalf of
      the Trust, as the same may be amended,  supplemented or otherwise modified
      from time to time, in accordance with its terms.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1999-1A-O  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1A-O  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1C-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1C-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
      1999-1A-O and the Continental Airlines Pass Through Trust 1999-1C-O,  each
      created on the date hereof.

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

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

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

            OWNER  TRUSTEE:  With respect to any  Equipment  Note  relating to a
      Leased  Aircraft,  means  the  "Owner  Trustee",  as  referred  to in  the
      Indenture  pursuant  to which such  Equipment  Note is issued,  not in its



      individual capacity but solely as trustee; and OWNER TRUSTEES means all of
      the Owner Trustees party to any of the Indentures.

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

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

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

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 relating to the offering of the Certificates.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1999-1B-S dated the date hereof
      relating to the  Continental  Airlines  Pass Through  Trust  1999-1B-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 1999-1B-S,
      to be formed under the Related Pass Through Trust Agreement.

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




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

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

            SUBSTITUTE AIRCRAFT: Has the meaning specified in the NPA.

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

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

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

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.





                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:

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

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

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

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

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

           (vi) the Pool Balance and the Pool Factor.

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

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



for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus  Supplement,  by no later than July 18, 1999 the Trustee shall
mail  written  notice of the actual  amount of such  scheduled  payments  to the
Applicable  Certificateholders  of record as of a date within 10  Business  Days
prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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.

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


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the  continuation  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in the Class A Trust  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).

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

            (ii)   each   holder   of  a  Class  D   Certificate   (a  "CLASS  D
      CERTIFICATEHOLDER")  shall have the right (which shall not expire upon any
      purchase of the Class A  Certificates  pursuant to clause (a) above or any
      purchase  of the  Applicable  Certificates  and the  Class A  Certificates
      pursuant to 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,  the Class A
      Certificates  and  the  Class C  Certificates  pursuant  to  this  Section
      4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders  under the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  upon  payment from such Class C
Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the
purchase price set forth in the first sentence of this paragraph,  (i) forthwith
sell, assign, transfer and convey to the purchaser(s) thereof (without recourse,
representation  or  warranty  of any kind  except for its own acts),  all of the
right, title,  interest and obligation of such Applicable  Certificateholder  in
the Agreement,  the Escrow Agreement,  the Deposit Agreement,  the Intercreditor
Agreement,  the  Liquidity  Facility,  the  Note  Documents,  the  NPA  and  all
Applicable   Certificates   and  Escrow   Receipts   held  by  such   Applicable
Certificateholder  (excluding  all right,  title and  interest  under any of the
foregoing  to the extent  such right,  title or  interest is with  respect to an
obligation  not then due and payable as respects any action or inaction or state
of affairs  occurring prior to such sale) (and the purchaser shall assume all of
such Applicable Certificateholder's  obligations under the Agreement, the Escrow
Agreement,  the Deposit Agreement,  the Intercreditor  Agreement,  the Liquidity
Facility, the Note Documents,  the NPA and all such Applicable  Certificates and
Escrow Receipts),  (ii) if such purchase occurs after a record date specified in
Section  2.03 of the Escrow  Agreement  relating to the  distribution  of unused
Deposits  and/or accrued and unpaid  interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable  Certificate  all amounts,  if any,  received by it on account of
such  distribution,  and  (iii) if such  purchase  occurs  after a  Record  Date
relating to any distribution and prior to or on the related  Distribution  Date,
forthwith  turn  over to the  purchaser(s)  of its  Applicable  Certificate  all
amounts, if any, received by it on account of such distribution.  The Applicable
Certificates  will be deemed to be purchased on the date payment of the purchase



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

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

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


                                    ARTICLE V
                                   THE TRUSTEE

            Section 5.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement and the NPA on or prior to the Issuance Date, each in the form
delivered  to the Trustee by the  Company,  and (ii)  subject to the  respective
terms  thereof,  to perform  its  obligations  thereunder.  Upon  request of the
Company and the  satisfaction or waiver of the closing  conditions  specified in
the Underwriting Agreement,  the Trustee shall execute,  deliver,  authenticate,
issue and sell Applicable  Certificates in authorized  denominations equaling in
the aggregate the amount set forth,  with respect to the  Applicable  Trust,  in
Schedule  I to  the  Underwriting  Agreement  evidencing  the  entire  ownership
interest in the  Applicable  Trust,  which amount  equals the maximum  aggregate
principal  amount of  Equipment  Notes  which may be  purchased  by the  Trustee
pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of
the Basic  Agreement,  the Trustee  shall not execute,  authenticate  or deliver
Applicable  Certificates  in excess of the  aggregate  amount  specified in this
paragraph.  The  provisions  of this Section  5.01(a)  supersede and replace the
first sentence of Section  3.02(a) of the Basic  Agreement,  with respect to the
Applicable Trust.

            (b) On or after the Issuance Date, the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Scheduled Delivery Date as to which such Delivery Notice
relates  (the  "APPLICABLE  DELIVERY  DATE"),  the  Trustee  shall  (as and when
specified in the Delivery  Notice) instruct the Escrow Agent to provide a Notice
of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or



more Deposits on the  Applicable  Delivery  Date in  accordance  with and to the
extent permitted by the terms of the Escrow Agreement and the Deposit  Agreement
and (B) the  payment of all,  or a portion,  of such  Deposit or  Deposits in an
amount equal in the aggregate to the purchase price of such  Equipment  Notes to
or on behalf of the Owner  Trustee or the Company,  as the case may be,  issuing
such  Equipment  Notes,  all as shall be described in the Delivery  Notice.  The
Trustee shall (as and when  specified in such Delivery  Notice),  subject to the
conditions  set  forth in  Section  2 of the NPA,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   AGREEMENT")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the NPA, then the Trustee  shall give the  Depositary
(with a copy to the Escrow  Agent) a notice of  cancellation  of such  Notice of
Purchase  Withdrawal  relating to such  Deposit or  Deposits on such  Applicable
Delivery Date. Upon satisfaction of the conditions  specified in the NPA and the
Applicable  Participation  Agreement,  the Trustee shall purchase the applicable
Equipment  Notes with the proceeds of the  withdrawals  of one or more  Deposits
made on the Applicable Delivery Date in accordance with the terms of the Deposit
Agreement and the Escrow  Agreement.  The purchase price of such Equipment Notes
shall equal the principal amount of such Equipment Notes. Amounts withdrawn from
such Deposit or Deposits in excess of the purchase price of the Equipment  Notes
or to the extent not applied on the  Applicable  Delivery  Date to the  purchase
price of the  Equipment  Notes,  shall be  re-deposited  by the Trustee with the
Depositary on the Applicable  Delivery Date in accordance  with the terms of the
Deposit Agreement.  The provisions of this Section 5.01(b) supersede and replace
the  provisions  of Section  2.02 of the Basic  Agreement,  with  respect to the
Applicable  Trust,  and  all  provisions  of the  Basic  Agreement  relating  to
Postponed  Notes and Section 2.02 of the Basic  Agreement shall not apply to the
Applicable Trust.

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

            Section  5.02.  WITHDRAWAL  OF  DEPOSITS.  If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, the Trustee
shall give the Escrow Agent  notice that the  Trustee's  obligation  to purchase
Equipment  Notes under the NPA has  terminated  and instruct the Escrow Agent to
provide a notice of Final Withdrawal to the Depositary substantially in the form
of Exhibit B to the Deposit Agreement (the "FINAL WITHDRAWAL NOTICE").




            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement,  as fully to all intents as if the same were herein set
forth at length.

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

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

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




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

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

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


                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more
agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic  Agreement)  (a)  clauses (2) and (3) of such  Section  9.01 shall also be



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

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of
the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

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

            Upon the earlier of (i) the first Business Day following February 2,
2000,  or, if later,  the fifth  Business  Day  following  the  Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "TRANSFER DATE"), or, if later, the date
on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related



Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

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

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

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

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

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

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

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




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

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

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




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

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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

            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

Certificate
No. ______       

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


                CONTINENTAL AIRLINES PASS THROUGH TRUST 1999-1B-O

     6.795% Continental Airlines Pass Through Certificate, Series 1999-1B-O
                         Issuance Date: February 8, 1999

                      Final Maturity Date: February 2, 2020

          Evidencing A Fractional Undivided Interest In The Continental
       Airlines Pass Through Trust 1999-1B-O, The Property Of Which Shall
       Include Certain Equipment Notes Each Secured By An Aircraft Leased
                    To Or Owned By Continental Airlines, Inc.


                 $_______________ Fractional Undivided Interest
        representing 0.0007296554% 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
1999-1B-O (the "TRUST")  created by Wilmington  Trust  Company,  as trustee (the
"Trustee"),  pursuant to a Pass Through Trust  Agreement,  dated as of September
25, 1997 (the "BASIC AGREEMENT"),  between the Trustee and Continental Airlines,
Inc.,  a  Delaware  corporation  (the  "Company"),   as  supplemented  by  Trust
Supplement  No.  1999-1B-O  thereto,  dated as of  February  8, 1999 (the "Trust

- ----------

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




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 "6.795%  Continental  Airlines Pass Through  Certificates,  Series
1999-1B-O" (herein called the "CERTIFICATES").  This Certificate is issued under
and is subject to the terms,  provisions  and  conditions of the  Agreement.  By
virtue  of  its  acceptance   hereof,   the  holder  of  this  Certificate  (the
"CERTIFICATEHOLDER"  and, together with all other holders of Certificates issued
by the Trust, the "CERTIFICATEHOLDERS") assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the
Trust includes  certain  Equipment  Notes and all rights of the Trust to receive
payments  under the  Intercreditor  Agreement  and the  Liquidity  Facility (the
"TRUST PROPERTY").  Each issue of the Equipment Notes is secured by, among other
things, a security interest in an Aircraft leased to or owned by the Company.

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

            Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on each  February 2 and August 2 (a  "REGULAR  DISTRIBUTION  DATE")
commencing  August 2,  1999,  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 of payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only
from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  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 an  interest
herein are exempt from the prohibited transaction  restrictions of ERISA and the
Code pursuant to one or more prohibited  transaction statutory or administrative
exemptions.

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

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

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


                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    1999-1B-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 1999-1B

            ASSIGNMENT AND ASSUMPTION  AGREEMENT  (1999-1B),  dated  ___________
(the  "ASSIGNMENT  AGREEMENT"),  between  Wilmington  Trust Company,  a Delaware
banking corporation  ("WTC"), not in its individual capacity except as expressly
provided  herein,  but solely as trustee under the Pass Through Trust  Agreement
dated as of September  25, 1997 (as amended or modified  from time to time,  the
"BASIC AGREEMENT"),  as supplemented by the Trust Supplement No. 1999-1B-O dated
February 8, 1999 (the "TRUST  SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1999-1B-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.  1999-1B-S  dated February 8, 1999 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1999-1B-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  and
Assumption Agreement (1999-1B) 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 1999-1B-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 1999-1B-S


                                          By:__________________________________
                                             Title:



                                   Schedule I

                         Schedule of Assigned Documents

            (1)  Intercreditor  Agreement dated as of February 8, 1999 among the
Trustee, the Other Trustees, the Liquidity Provider, the liquidity providers, 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 February
8, 1999 among the Escrow  Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

            (3) Note Purchase  Agreement  dated as of February 8, 1999 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 February 8, 1999 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

Bayerische Landesbank Girozentrale, as Liquidity Provider

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents








                         TRUST SUPPLEMENT No. 1999-1B-S

                             Dated February 8, 1999


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $137,051,000

                Continental Airlines Pass Through Trust 1999-1B-S
                           6.795% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1B-S



            This Trust  Supplement No.  1999-1B-S,  dated as of February 8, 1999
(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  1999-1B-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  "6.795%  Continental  Airlines  Pass  Through  Certificates,   Series
1999-1B-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

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

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be initially  deemed issued under the Agreement  shall be equal
      to  the  aggregate   principal  amount  of   "Outstanding"   pass  through
      certificates  representing  fractional  undivided interests in the Related
      Trust on the Transfer Date.  Subject to the preceding sentence and Section
      5.01 of this  Trust  Supplement  and except  for  Applicable  Certificates
      authenticated  and delivered  under Sections 3.03,  3.04, 3.05 and 3.06 of
      the Basic  Agreement,  no Applicable  Certificates  shall be authenticated
      under the Agreement.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means February 2 and August 2 of each year,  commencing
      on August 2, 1999,  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  Supplement,  with  such
      appropriate insertions,  omissions,  substitutions and other variations as
      are required or permitted by the Related Pass Through  Trust  Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect  the fact that the  Applicable  Certificates  are being  issued
      under the  Agreement as opposed to under the Related  Pass  Through  Trust
      Agreement.  Any Person acquiring or accepting an Applicable Certificate or
      an interest therein will, by such acquisition or acceptance,  be deemed to
      represent and warrant to and for the benefit of each Owner Participant and
      the Company that either (i) the assets of an employee benefit plan subject
      to Title I of the Employee  Retirement  Income  Security  Act of 1974,  as
      amended  ("ERISA"),  or of a plan  subject to Section 4975 of the Internal
      Revenue  Code of 1986,  as  amended  (the  "CODE"),  have not been used to
      purchase  Applicable  Certificates  or an  interest  therein  or (ii)  the
      purchase and holding of Applicable  Certificates or an interest therein is
      exempt from the prohibited transaction  restrictions of ERISA and the Code
      pursuant to one or more prohibited transaction statutory or administrative
      exemptions.

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

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

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

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




            (i)   The Responsible Party is the Company.

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

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

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


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

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

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

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

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

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

            ASSIGNMENT  AND  ASSUMPTION  AGREEMENT:  Means  the  assignment  and
      assumption agreement substantially in the form of Exhibit C to the Related



      Pass Through Trust  Supplement  executed and delivered in accordance  with
      Section 7.01 of the Related Trust Supplement.

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

            BOEING:  Means The Boeing Company.

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

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

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

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

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

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 February 2, 2020.

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

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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of  February  8, 1999 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date, the Other Trustees), the Liquidity Provider, the liquidity providers
      relating  to the  Certificates  issued  under  each of the  Related  Other
      Agreements,  and Wilmington Trust Company,  as Subordination  Agent and as
      trustee  thereunder,  as amended,  supplemented or otherwise modified from
      time to time in accordance with its terms.

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

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

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




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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      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.  1999-1A-S  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1A-S  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1C-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1C-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
      1999-1A-S  and the  Continental  Airlines  Pass Through  Trust  1999-1C-S,
      created by the Other Agreements.




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

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

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

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

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

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

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

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

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

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




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

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 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.  1999-1B-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust  1999-1B-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 1999-1B-O,
      formed under the Related Pass Through Trust Agreement.

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

            SPECIAL PAYMENT:  Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any  Equipment  Note,  Trust  Indenture



      Estate (as defined in each Leased  Aircraft  Indenture) or Collateral  (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

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

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

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

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

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.





                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:

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

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

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

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

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

            (vi) the Pool Balance and the Pool Factor.

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

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



Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus Supplement, by no later than July 18, 1999 the Trustee (if the
Related Trustee has not already done so) shall mail written notice of the actual
amount of such scheduled payments to the Applicable Certificateholders of record
as of a date within 10 Business Days prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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 (if the Related Trustee
has not  already  done so) shall  furnish to  Applicable  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency,  on the  Transfer  Date,  the Trustee  (if the  Related  Trustee has not
already done so) will request from such  Clearing  Agency a securities  position
listing setting forth the names of all Clearing Agency Participants reflected on
such  Clearing   Agency's  books  as  holding   interests  in  the   "Applicable
Certificates"  (as defined in the Related Pass Through  Trust  Agreement) on the
Delivery  Period  Termination  Date. The Trustee (if the Related Trustee has not
already  done  so)  will  mail to each  such  Clearing  Agency  Participant  the
statement described above and will make available additional copies as requested
by such Clearing  Agency  Participant  for forwarding to holders of interests in
the Applicable Certificates.

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


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the  continuation  of a Triggering  Event,  each
Applicable  Certificateholder shall have the right to purchase, for the purchase
price set forth in the Class A Trust  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).

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

            (ii)   each   holder   of  a  Class  D   Certificate   (a  "CLASS  D
      CERTIFICATEHOLDER")  shall have the right (which shall not expire upon any
      purchase of the Class A  Certificates  pursuant to clause (a) above or any
      purchase  of the  Applicable  Certificates  and the  Class A  Certificates
      pursuant to 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,  the Class A
      Certificates  and  the  Class C  Certificates  pursuant  to  this  Section
      4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders  under the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  upon  payment from such Class C
Certificateholder(s) or Class D Certificateholder(s), as the case may be, of the
purchase price set forth in the first sentence of this paragraph,  (i) forthwith
sell, assign, transfer and convey to the purchaser(s) thereof (without recourse,
representation  or  warranty  of any kind  except for its own acts),  all of the
right, title,  interest and obligation of such Applicable  Certificateholder  in
the Agreement,  the Escrow Agreement,  the Deposit Agreement,  the Intercreditor
Agreement,  the  Liquidity  Facility,  the  Note  Documents,  the  NPA  and  all
Applicable   Certificates   and  Escrow   Receipts   held  by  such   Applicable
Certificateholder  (excluding  all right,  title and  interest  under any of the
foregoing  to the extent  such right,  title or  interest is with  respect to an
obligation  not then due and payable as respects any action or inaction or state
of affairs  occurring prior to such sale) (and the purchaser shall assume all of
such Applicable Certificateholder's  obligations under the Agreement, the Escrow
Agreement,  the Deposit Agreement,  the Intercreditor  Agreement,  the Liquidity
Facility, the Note Documents,  the NPA and all such Applicable  Certificates and
Escrow Receipts),  (ii) if such purchase occurs after a record date specified in
Section  2.03 of the Escrow  Agreement  relating to the  distribution  of unused
Deposits  and/or accrued and unpaid  interest on Deposits and prior to or on the
related distribution date thereunder, forthwith turn over to the purchaser(s) of
its Applicable  Certificate  all amounts,  if any,  received by it on account of
such  distribution,  and  (iii) if such  purchase  occurs  after a  Record  Date
relating to any distribution and prior to or on the related  Distribution  Date,
forthwith  turn  over to the  purchaser(s)  of its  Applicable  Certificate  all
amounts, if any, received by it on account of such distribution.  The Applicable
Certificates  will be deemed to be purchased on the date payment of the purchase
price is made  notwithstanding the failure of the Applicable  Certificateholders
to deliver any Applicable  Certificates and, upon such a purchase,  (I) the only
rights of the  Applicable  Certificateholders  will be to deliver the Applicable
Certificates  to the  purchaser(s)  and  receive  the  purchase  price  for such
Applicable  Certificates  and (II) if the  purchaser(s)  shall so request,  such



Applicable Certificateholder will comply with all the provisions of Section 3.04
of the Basic Agreement to enable new Applicable Certificates to be issued to the
purchaser in such denominations as it shall request. All charges and expenses in
connection  with the issuance of any such new Applicable  Certificates  shall be
borne by the purchaser thereof.

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

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


                                    ARTICLE V
                                   THE TRUSTEE

            Section  5.01.  ACQUISITION  OF TRUST  PROPERTY.  (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and  Assumption  Agreement on the date  specified in Section 7.01 of the Related
Pass  Through  Trust  Supplement,  subject  only  to  the  satisfaction  of  the
conditions set forth in said Section 7.01. This Agreement  (except only for this
sentence and the immediately preceding sentence hereof, which are effective upon
execution  and delivery  hereof) shall become  effective  upon the execution and
delivery  of the  Assignment  and  Assumption  Agreement  by the Trustee and the
Related Trustee,  automatically  and without any further  signature or action on
the part of the Company and the  Trustee,  and shall  thereupon  constitute  the
legal, valid and binding  obligation of the parties hereto  enforceable  against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement,  the Related Trust shall be
terminated, the Applicable Certificateholders shall receive beneficial interests
in the  Applicable  Trust in exchange for their  interests in the Related  Trust
equal to their  respective  beneficial  interests  in the Related  Trust and the
"Outstanding"  (as defined in the Related Pass  Through  Trust  Agreement)  pass
through certificates  representing fractional undivided interests in the Related
Trust  shall be deemed  for all  purposes  of this  Agreement,  without  further
signature  or  action  of any  party or  Certificateholder,  to be  Certificates
representing  the same  Fractional  Undivided  Interests  in the Trust and Trust
Property.  By  acceptance  of  its  Applicable   Certificate,   each  Applicable
Certificateholder  consents  to  and  ratifies  such  assignment,  transfer  and
delivery  of the trust  property of the  Related  Trust to the Trustee  upon the
execution  and  delivery  of  the  Assignment  and  Assumption  Agreement.   The
provisions  of this Section  5.01(a)  supersede  and replace the  provisions  of
Section 2.02 of the Basic  Agreement with respect to the Applicable  Trust,  and
all  provisions of the Basic  Agreement  relating to Postponed  Notes or Section
2.02 of the Basic Agreement shall not apply to the Applicable Trust.




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

            Section 5.02.     [Intentionally Omitted]

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement as fully to all intents,  as if the same were herein set
forth at length.

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

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

            (b) the  receipt  of the Trust  Property  under the  Assignment  and
      Assumption  Agreement and the performance by the Trustee of the Assignment



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

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

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

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





                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more
agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic  Agreement)  (a)  clauses (2) and (3) of such  Section  9.01 shall also be
deemed to include the Company's  obligations  under (in the case of clause (2)),
and the  Company's  rights and powers  conferred by (in the case of clause (3)),
the NPA and (b)  references  in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor  Agreement or any Liquidity Facility" shall also be deemed to
refer to "the  Intercreditor  Agreement,  the  Liquidity  Facility,  the  Escrow
Agreement,  the NPA or the  Deposit  Agreement"  and (ii) enter into one or more
agreements  supplemental  to this  Agreement  to provide for the  formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of  Equipment  Notes and other  matters  incidental  thereto or  otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of
the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

            Section  7.01.   TERMINATION  OF  THE  APPLICABLE   TRUST.  (a)  The
respective  obligations and responsibilities of the Company and the Trustee with



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

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

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

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


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic



Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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

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

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  Trust be classified  for U.S.  federal income tax purposes as a
grantor trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue
Code of  1986,  as  amended,  and not as a trust  or  association  taxable  as a
corporation or as a partnership. Each Applicable Certificateholder and Investor,
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:









                         TRUST SUPPLEMENT No. 1999-1C-O

                             Dated February 8, 1999


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                  $127,039,000

                Continental Airlines Pass Through Trust 1999-1C-O
                           6.954% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1C-O






            This Trust  Supplement No.  1999-1C-O,  dated as of February 8, 1999
(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 1999-1C-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 NPA, 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
"6.954%  Continental  Airlines  Pass  Through  Certificates,  Series  1999-1C-O"
(hereinafter  defined  as  the  "APPLICABLE   CERTIFICATES").   Each  Applicable



Certificate  represents a fractional  undivided interest in the Applicable Trust
created  hereby.  The  Applicable  Certificates  shall be the  only  instruments
evidencing a fractional undivided interest in the Applicable Trust.

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

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be  authenticated  under the Agreement  (except for  Applicable
      Certificates  authenticated and delivered pursuant to Sections 3.03, 3.04,
      3.05 and 3.06 of the Basic Agreement) is $127,039,000.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means February 2 and August 2 of each year,  commencing
      on August 2, 1999,  until payment of all of the  Scheduled  Payments to be
      made under the Equipment Notes has been made.

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

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

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




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

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

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

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

            (i) The Responsible Party is the Company.

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

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

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

                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

            AGREEMENT: Has the meaning specified in the recitals hereto.

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

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



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

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

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

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

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

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

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

            BOEING: Means The Boeing Company.

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

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

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

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

            DELIVERY NOTICE: Has the meaning specified in the NPA.

            DELIVERY PERIOD  TERMINATION DATE: Means the earlier of (a) February
      2, 2000,  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,  August 2, 2000 (PROVIDED that, if a labor
      strike  occurs  at  Boeing  on or prior to  either  or both of such  dates
      referred  to in this clause (a),  such date or dates on or  following  the
      commencement of such strike shall be extended by adding thereto the number
      of days that such  strike  continued  in effect) and (b) the date on which
      Equipment  Notes  issued  with  respect  to all of the  New  Aircraft  (or
      Substitute Aircraft in lieu thereof) have been purchased by the Applicable
      Trust and the Other Trusts in accordance with the NPA.

            DEPOSITS: Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 February 2, 2011.

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

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




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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of February 8, 1999 among the Trustee,  the Other Trustees,  the Liquidity
      Provider,  the liquidity  providers  relating to the  Certificates  issued
      under each of the Other  Agreements,  and  Wilmington  Trust  Company,  as
      Subordination Agent and as trustee thereunder, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

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

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

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

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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.




            NEW AIRCRAFT: Has the meaning specified in the NPA.

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

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      among the Trustee, the Other Trustees,  the Company, the Escrow Agent, the
      Escrow Paying Agent and the  Subordination  Agent,  providing  for,  among
      other things,  the purchase of Equipment Notes by the Trustee on behalf of
      the Trust, as the same may be amended,  supplemented or otherwise modified
      from time to time, in accordance with its terms.

            OTHER  AGREEMENTS:  Means (i) the Basic Agreement as supplemented by
      Trust   Supplement  No.  1999-1A-O  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1A-O  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1B-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1B-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
      1999-1A-O and the Continental Airlines Pass Through Trust 1999-1B-O,  each
      created on the date hereof.

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

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

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

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




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

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

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

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 relating to the offering of the Certificates.

            RELATED PASS THROUGH TRUST  AGREEMENT:  Means the Basic Agreement as
      supplemented by the Trust  Supplement No.  1999-1C-S dated the date hereof
      relating to the  Continental  Airlines  Pass Through  Trust  1999-1C-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 1999-1C-S,
      to be formed under the Related Pass Through Trust Agreement.

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

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




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

            SUBSTITUTE AIRCRAFT: Has the meaning specified in the NPA.

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

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

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

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.



                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:

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

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

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

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

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

            (vi) the Pool Balance and the Pool Factor.

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

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



(a)(v)  above  for such  calendar  year or,  in the  event  such  Person  was an
Applicable  Certificateholder  of record during a portion of such calendar year,
for such portion of such year, and such other items as are readily  available to
the Trustee and which an Applicable  Certificateholder  shall reasonably request
as necessary for the purpose of such Applicable Certificateholder's  preparation
of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus  Supplement,  by no later than July 18, 1999 the Trustee shall
mail  written  notice of the actual  amount of such  scheduled  payments  to the
Applicable  Certificateholders  of record as of a date within 10  Business  Days
prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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.

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


                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the  continuation  of a Triggering  Event,  each
Applicable  Certificateholder  shall have the right (which shall not expire upon
any  purchase  of the  Class  A  Certificates  pursuant  to the  Class  B  Trust
Agreement) to purchase,  for the purchase  prices set forth in the Class A Trust



Agreement and the Class B Trust Agreement,  respectively, all, but not less than
all, of the Class A  Certificates  and the Class B  Certificates  upon ten days'
written  notice to the Class A  Trustee,  the  Class B  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  and the Class B 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 and the Class B Certificates pursuant to this Section 4.01(a).

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation  of a Triggering  Event,  each holder of a Class D  Certificate  (a
"CLASS D  CERTIFICATEHOLDER")  shall have the right (which shall not expire upon
any purchase of the Class A Certificates pursuant to the Class B Trust Agreement
or any  purchase  of the  Class  A  Certificates  and the  Class B  Certificates
pursuant  to clause (a) above) to  purchase  all,  but not less than all, of the
Applicable  Certificates,  the Class A Certificates and the Class B Certificates
upon ten days' written notice to the Trustee,  the Class A Trustee,  the Class B
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 B Certificates pro rata based on the Fractional  Undivided Interest in the
Class D Trust  held by each such Class D  Certificateholder  and (B) if prior to
the end of such  ten-day  period any other  Class D  Certificateholder  fails to
notify  the  purchasing  Class  D  Certificateholder   of  such  other  Class  D
Certificateholder's  desire to participate  in such a purchase,  then such other
Class D  Certificateholder  shall  lose its  right to  purchase  the  Applicable
Certificates,  the Class A Certificates and the Class B Certificates pursuant to
this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders  under the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the



Applicable  Certificates,  the Class A Certificates and the Class B 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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  upon  payment from such Class D
Certificateholder(s)  of the purchase  price set forth in the first  sentence of
this  paragraph,  (i)  forthwith  sell,  assign,  transfer  and  convey  to  the
purchaser(s)  thereof (without recourse,  representation or warranty of any kind
except for its own acts),  all of the right,  title,  interest and obligation of
such Applicable  Certificateholder in the Agreement,  the Escrow Agreement,  the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA,
the Note Documents and all Applicable  Certificates  and Escrow Receipts held by
such Applicable Certificateholder (excluding all right, title and interest under
any of the foregoing to the extent such right, title or interest is with respect
to an obligation  not then due and payable as respects any action or inaction or
state of affairs  occurring  prior to such sale) (and the purchaser shall assume
all of such Applicable Certificateholder's  obligations under the Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facility,  the  NPA,  the  Note  Documents  and all  such  Applicable
Certificates and Escrow  Receipts),  (ii) if such purchase occurs after a record
date  specified  in  Section  2.03  of  the  Escrow  Agreement  relating  to the
distribution  of unused  Deposits and/or accrued and unpaid interest on Deposits
and prior to or on the related distribution date thereunder, forthwith turn over
to the purchaser(s) of its Applicable  Certificate all amounts, if any, received
by it on account of such distribution, and (iii) if such purchase occurs after a
Record  Date  relating  to any  distribution  and  prior  to or on  the  related
Distribution  Date,  forthwith turn over to the  purchaser(s)  of its Applicable
Certificate all amounts, if any, received by it on account of such distribution.
The Applicable  Certificates  will be deemed to be purchased on the date payment
of the  purchase  price is made  notwithstanding  the failure of the  Applicable
Certificateholders  to deliver  any  Applicable  Certificates  and,  upon such a
purchase,  (I) the only rights of the Applicable  Certificateholders  will be to
deliver the Applicable Certificates to the purchaser(s) and receive the purchase
price for such Applicable  Certificates  and (II) if the  purchaser(s)  shall so
request, such Applicable  Certificateholder  will comply with all the provisions
of Section 3.04 of the Basic Agreement to enable new Applicable  Certificates to
be  issued to the  purchaser  in such  denominations  as it shall  request.  All
charges and expenses in connection  with the issuance of any such new Applicable
Certificates shall be borne by the purchaser thereof.

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

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




                                   ARTICLE V
                                  THE TRUSTEE

            Section 5.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor  Agreement,  the
Escrow  Agreement and the NPA on or prior to the Issuance Date, each in the form
delivered  to the Trustee by the  Company,  and (ii)  subject to the  respective
terms  thereof,  to perform  its  obligations  thereunder.  Upon  request of the
Company and the  satisfaction or waiver of the closing  conditions  specified in
the Underwriting Agreement,  the Trustee shall execute,  deliver,  authenticate,
issue and sell Applicable  Certificates in authorized  denominations equaling in
the aggregate the amount set forth,  with respect to the  Applicable  Trust,  in
Schedule  I to  the  Underwriting  Agreement  evidencing  the  entire  ownership
interest in the  Applicable  Trust,  which amount  equals the maximum  aggregate
principal  amount of  Equipment  Notes  which may be  purchased  by the  Trustee
pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05 and 3.06 of
the Basic  Agreement,  the Trustee  shall not execute,  authenticate  or deliver
Applicable  Certificates  in excess of the  aggregate  amount  specified in this
paragraph.  The  provisions  of this Section  5.01(a)  supersede and replace the
first sentence of Section  3.02(a) of the Basic  Agreement,  with respect to the
Applicable Trust.

            (b) On or after the Issuance Date, the Company may deliver from time
to time to the  Trustee a  Delivery  Notice  relating  to one or more  Equipment
Notes.  After  receipt  of a  Delivery  Notice and in any case no later than one
Business Day prior to a Scheduled Delivery Date as to which such Delivery Notice
relates  (the  "APPLICABLE  DELIVERY  DATE"),  the  Trustee  shall  (as and when
specified in the Delivery  Notice) instruct the Escrow Agent to provide a Notice
of Purchase Withdrawal to the Depositary requesting (A) the withdrawal of one or
more Deposits on the  Applicable  Delivery  Date in  accordance  with and to the
extent permitted by the terms of the Escrow Agreement and the Deposit  Agreement
and (B) the  payment of all,  or a portion,  of such  Deposit or  Deposits in an
amount equal in the aggregate to the purchase price of such  Equipment  Notes to
or on behalf of the Owner  Trustee or the Company,  as the case may be,  issuing
such  Equipment  Notes,  all as shall be described in the Delivery  Notice.  The
Trustee shall (as and when  specified in such Delivery  Notice),  subject to the
conditions  set  forth in  Section  2 of the NPA,  enter  into and  perform  its
obligations under the Participation  Agreement specified in such Delivery Notice
(the  "APPLICABLE   PARTICIPATION   AGREEMENT")  and  cause  such  certificates,
documents  and legal  opinions  relating to the Trustee to be duly  delivered as
required by the Applicable  Participation Agreement. If at any time prior to the
Applicable Delivery Date, the Trustee receives a notice of postponement pursuant
to Section 1(e) or 1(f) of the NPA, then the Trustee  shall give the  Depositary
(with a copy to the Escrow  Agent) a notice of  cancellation  of such  Notice of
Purchase  Withdrawal  relating to such  Deposit or  Deposits on such  Applicable
Delivery Date. Upon satisfaction of the conditions  specified in the NPA and the



Applicable  Participation  Agreement,  the Trustee shall purchase the applicable
Equipment  Notes with the proceeds of the  withdrawals  of one or more  Deposits
made on the Applicable Delivery Date in accordance with the terms of the Deposit
Agreement and the Escrow  Agreement.  The purchase price of such Equipment Notes
shall equal the principal amount of such Equipment Notes. Amounts withdrawn from
such Deposit or Deposits in excess of the purchase price of the Equipment  Notes
or to the extent not applied on the  Applicable  Delivery  Date to the  purchase
price of the  Equipment  Notes,  shall be  re-deposited  by the Trustee with the
Depositary on the Applicable  Delivery Date in accordance  with the terms of the
Deposit Agreement.  The provisions of this Section 5.01(b) supersede and replace
the  provisions  of Section  2.02 of the Basic  Agreement,  with  respect to the
Applicable  Trust,  and  all  provisions  of the  Basic  Agreement  relating  to
Postponed  Notes and Section 2.02 of the Basic  Agreement shall not apply to the
Applicable Trust.

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

            Section  5.02.  WITHDRAWAL  OF  DEPOSITS.  If  any  Deposits  remain
outstanding  on the Business Day next  succeeding  the Cut-off Date, the Trustee
shall give the Escrow Agent  notice that the  Trustee's  obligation  to purchase
Equipment  Notes under the NPA has  terminated  and instruct the Escrow Agent to
provide a notice of Final Withdrawal to the Depositary substantially in the form
of Exhibit B to the Deposit Agreement (the "FINAL WITHDRAWAL NOTICE").

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or
sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement,  as fully to all intents as if the same were herein set
forth at length.



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

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

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

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

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




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


                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more
agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic  Agreement)  (a)  clauses (2) and (3) of such  Section  9.01 shall also be
deemed to include the Company's  obligations  under (in the case of clause (2)),
and the  Company's  rights and powers  conferred by (in the case of clause (3)),
the NPA and (b)  references  in clauses (4), (6) and (7) of such Section 9.01 to
"any Intercreditor  Agreement or any Liquidity Facility" shall also be deemed to
refer to "the  Intercreditor  Agreement,  the  Liquidity  Facility,  the  Escrow
Agreement,  the NPA or the  Deposit  Agreement"  and (ii) enter into one or more
agreements  supplemental  to this  Agreement  to provide for the  formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the Class D
Trust of  Equipment  Notes and other  matters  incidental  thereto or  otherwise
contemplated by Section 2.01(b) of the Basic Agreement.

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of



the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

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

            Upon the earlier of (i) the first Business Day following February 2,
2000,  or, if later,  the fifth  Business  Day  following  the  Delivery  Period
Termination  Date and (ii) the fifth  Business Day following the date on which a
Triggering Event occurs (such date, the "TRANSFER DATE"), or, if later, the date
on which all of the conditions set forth in the immediately  following  sentence
have been  satisfied,  the  Trustee  is  hereby  directed  (subject  only to the
immediately following sentence) to, and the Company shall direct the institution
that will serve as the Related  Trustee  under the Related  Pass  Through  Trust
Agreement  to,  execute and deliver the  Assignment  and  Assumption  Agreement,
pursuant  to which the Trustee  shall  assign,  transfer  and deliver all of the
Trustee's right, title and interest to the Trust Property to the Related Trustee
under the Related  Pass  Through  Trust  Agreement.  The Trustee and the Related
Trustee shall execute and deliver the Assignment  and Assumption  Agreement upon
the satisfaction of the following conditions:

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

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



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

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

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

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

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

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

            In connection  with the  occurrence of the event set forth in clause
(B) above,  notice of such  termination,  specifying the Distribution  Date upon
which  the  Applicable   Certificateholders   may  surrender  their   Applicable



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

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

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

                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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




            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

Certificate
No. ___      

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


                CONTINENTAL AIRLINES PASS THROUGH TRUST 1999-1C-O

     6.954% Continental Airlines Pass Through Certificate, Series 1999-1C-O
                        Issuance Date: February 8, 1999

                     Final Maturity Date: February 2, 2011

          Evidencing A Fractional Undivided Interest In The Continental
          Airlines Pass Through Trust 1999-1C-O, The Property Of Which
          Shall Include Certain Equipment Notes Each Secured By An
          Aircraft Leased To Or Owned By Continental Airlines, Inc.


                    $__________ Fractional Undivided Interest
         representing 0.0007871598% 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 1999-1C-O (the "TRUST")

- ----------

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




created by Wilmington Trust Company,  astrustee (the  "TRUSTEE"),  pursuant to a
Pass  Through  Trust  Agreement,  dated as of  September  25,  1997 (the  "BASIC
AGREEMENT"),  between the Trustee and  Continental  Airlines,  Inc.,  a Delaware
corporation (the  "Company"),  as supplemented by Trust Supplement No. 1999-1C-O
thereto, dated as of February 8, 1999 (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 "6.954%  Continental  Airlines Pass
Through Certificates, Series 1999-1C-O" (herein called the "CERTIFICATES"). This
Certificate  is  issued  under  and is  subject  to the  terms,  provisions  and
conditions of the Agreement.  By virtue of its acceptance  hereof, the holder of
this Certificate (the  "CERTIFICATEHOLDER"  and, together with all other holders
of Certificates  issued by the Trust, the  "CERTIFICATEHOLDERS")  assents to and
agrees to be bound by the  provisions  of the  Agreement  and the  Intercreditor
Agreement.  The property of the Trust includes  certain  Equipment Notes and all
rights of the Trust to receive  payments under the  Intercreditor  Agreement and
the Liquidity Facility (the "TRUST PROPERTY"). Each issue of the Equipment Notes
is secured by, among other things, a security  interest in an Aircraft leased to
or owned by the Company.

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

            Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed  on each  February 2 and August 2 (a  "REGULAR  DISTRIBUTION  DATE")
commencing  August 2,  1999,  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 of payment, all as more
specifically set forth on the face hereof and in the Agreement.  All payments or
distributions made to Certificateholders  under the Agreement shall be made only
from the Trust  Property  and only to the  extent  that the  Trustee  shall have
sufficient  income or proceeds from the Trust  Property to make such payments in
accordance  with the  terms of the  Agreement.  Each  Certificateholder  of this
Certificate,  by its acceptance  hereof,  agrees that it will look solely to the
income  and  proceeds  from the  Trust  Property  to the  extent  available  for
distribution  to such  Certificateholder  as  provided  in the  Agreement.  This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests,  rights,  benefits,
obligations,  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 an  interest
herein are exempt from the prohibited transaction  restrictions of ERISA and the
Code pursuant to one or more prohibited  transaction statutory or administrative
exemptions.

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

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

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


                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    1999-1C-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 1999-1C

            ASSIGNMENT AND ASSUMPTION  AGREEMENT  (1999-1C),  dated  ___________
(the  "ASSIGNMENT  AGREEMENT"),  between  Wilmington  Trust Company,  a Delaware
banking corporation  ("WTC"), not in its individual capacity except as expressly
provided  herein,  but solely as trustee under the Pass Through Trust  Agreement
dated as of September  25, 1997 (as amended or modified  from time to time,  the
"BASIC AGREEMENT"),  as supplemented by the Trust Supplement No. 1999-1C-O dated
February 8, 1999 (the "TRUST  SUPPLEMENT" and together with the Basic Agreement,
the  "AGREEMENT")  in respect of the  Continental  Airlines  Pass Through  Trust
1999-1C-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.  1999-1C-S  dated February 8, 1999 (the "NEW  SUPPLEMENT",  and,
together  with the Basic  Agreement,  the "NEW  AGREEMENT")  in  respect  of the
Continental Airlines Pass Through Trust 1999-1C-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  and
Assumption Agreement (1999-1C) 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 1999-1C-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 1999-1C-S


                                          By:__________________________________
                                             Title:




                                   Schedule I

                         Schedule of Assigned Documents

            (1)  Intercreditor  Agreement dated as of February 8, 1999 among the
Trustee, the Other Trustees, the Liquidity Provider, the liquidity providers, 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 C) dated as of February
8, 1999 among the Escrow  Agent,  the  Underwriters,  the Trustee and the Paying
Agent.

            (3) Note Purchase  Agreement  dated as of February 8, 1999 among the
Company, the Trustee, the Other Trustees, the Depositary,  the Escrow Agent, the
Paying Agent and the Subordination Agent.

            (4) Deposit Agreement (Class C) dated as of February 8, 1999 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

Bayerische Landesbank Girozentrale, as Liquidity Provider

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents









                         TRUST SUPPLEMENT No. 1999-1C-S

                             Dated February 8, 1999


                                     between

                            WILMINGTON TRUST COMPANY
                                   as Trustee,


                                       and


                           CONTINENTAL AIRLINES, INC.

                                       to

                          PASS THROUGH TRUST AGREEMENT
                         Dated as of September 25, 1997


                                 $127,039,000

              Continental Airlines Pass Through Trust 1999-1C-S
                           6.954% Continental Airlines
                           Pass Through Certificates,
                                Series 1999-1C-S






            This Trust  Supplement No.  1999-1C-S,  dated as of February 8, 1999
(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  1999-1C-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  "6.954%  Continental  Airlines  Pass  Through  Certificates,   Series
1999-1C-S".  Each  Applicable  Certificate  represents  a  fractional  undivided
interest in the Applicable  Trust created  hereby.  The Applicable  Certificates
shall be the only instruments  evidencing a fractional undivided interest in the
Applicable Trust.

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

            (a) The aggregate  principal  amount of the Applicable  Certificates
      that shall be initially  deemed issued under the Agreement  shall be equal
      to  the  aggregate   principal  amount  of   "Outstanding"   pass  through
      certificates  representing  fractional  undivided interests in the Related
      Trust on the Transfer Date.  Subject to the preceding sentence and Section
      5.01 of this  Trust  Supplement  and except  for  Applicable  Certificates
      authenticated  and delivered  under Sections 3.03,  3.04, 3.05 and 3.06 of
      the Basic  Agreement,  no Applicable  Certificates  shall be authenticated
      under the Agreement.

            (b) The Regular  Distribution  Dates with  respect to any payment of
      Scheduled Payments means February 2 and August 2 of each year,  commencing
      on August 2, 1999,  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  Supplement,  with  such
      appropriate insertions,  omissions,  substitutions and other variations as
      are required or permitted by the Related Pass Through  Trust  Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect  the fact that the  Applicable  Certificates  are being  issued
      under the  Agreement as opposed to under the Related  Pass  Through  Trust
      Agreement.  Any Person acquiring or accepting an Applicable Certificate or
      an interest therein will, by such acquisition or acceptance,  be deemed to
      represent and warrant to and for the benefit of each Owner Participant and
      the Company that either (i) the assets of an employee benefit plan subject
      to Title I of the Employee  Retirement  Income  Security  Act of 1974,  as
      amended  ("ERISA"),  or of a plan  subject to Section 4975 of the Internal
      Revenue  Code of 1986,  as  amended  (the  "CODE"),  have not been used to
      purchase  Applicable  Certificates  or an  interest  therein  or (ii)  the
      purchase and holding of Applicable  Certificates or an interest therein is
      exempt from the prohibited transaction  restrictions of ERISA and the Code
      pursuant to one or more prohibited transaction statutory or administrative
      exemptions.

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

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

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

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



            (i)   The Responsible Party is the Company.

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

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

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


                                   ARTICLE II
                                   DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic Agreement
as supplemented by this Trust Supplement,  the following  capitalized terms have
the following meanings (any term used herein which is defined in both this Trust
Supplement and the Basic  Agreement shall have the meaning  assigned  thereto in
this Trust  Supplement for purposes of the Basic  Agreement as  supplemented  by
this Trust Supplement):

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

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

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

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

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

            ASSIGNMENT  AND  ASSUMPTION  AGREEMENT:  Means  the  assignment  and
      assumption agreement substantially in the form of Exhibit C to the Related



      Pass Through Trust  Supplement  executed and delivered in accordance  with
      Section 7.01 of the Related Trust Supplement.

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

            BOEING:  Means The Boeing Company.

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

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

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

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

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

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of February
      8, 1999 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 Westdeutsche Landesbank Girozentrale, a public law
      banking  institution  organized under the laws of North  Rhine-Westphalia,
      Germany, 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 February 8, 1999 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 February 2, 2011.

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

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

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

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated as
      of  February  8, 1999 among the Related  Trustee  (and after the  Transfer
      Date,  the Trustee),  the Related  Other  Trustees (and after the Transfer
      Date, the Other Trustees), the Liquidity Provider, the liquidity providers
      relating  to the  Certificates  issued  under  each of the  Related  Other
      Agreements,  and Wilmington Trust Company,  as Subordination  Agent and as
      trustee  thereunder,  as amended,  supplemented or otherwise modified from
      time to time in accordance with its terms.

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

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

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




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

            LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
      dated as of February  8, 1999  relating  to the  Applicable  Certificates,
      between  the  Liquidity   Provider  and  Wilmington   Trust  Company,   as
      Subordination  Agent, as agent and trustee for the Applicable  Trust, and,
      from  and  after  the  replacement  of  such  agreement  pursuant  to  the
      Intercreditor  Agreement,  the replacement liquidity facility therefor, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with their respective terms.

            LIQUIDITY  PROVIDER:   Means,   initially,   Bayerische   Landesbank
      Girozentrale, a public law banking institution organized under the laws of
      the Free State of Bavaria,  Germany,  and any  replacements  or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

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

            NPA: Means the Note Purchase  Agreement dated as of February 8, 1999
      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.  1999-1A-S  dated  the  date  hereof  relating  to
      Continental  Airlines  Pass  Through  Trust  1999-1A-S  and (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 1999-1B-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 1999-1B-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
      1999-1A-S  and the  Continental  Airlines  Pass Through  Trust  1999-1B-S,
      created by the Other Agreements.




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

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

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

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

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

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

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

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

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

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




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

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

            PROSPECTUS SUPPLEMENT: Means the Prospectus Supplement dated January
      21, 1999 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.  1999-1C-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust  1999-1C-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 1999-1C-O,
      formed under the Related Pass Through Trust Agreement.

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

            SPECIAL PAYMENT:  Means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any  Equipment  Note,  Trust  Indenture



      Estate (as defined in each Leased  Aircraft  Indenture) or Collateral  (as
      defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT: Has the meaning specified in the NPA.

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

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

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

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

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

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

            UNDERWRITING  AGREEMENT:  Means  the  Underwriting  Agreement  dated
      January 21, 1999 among the  Underwriters,  the Company and the Depositary,
      as the same may be amended,  supplemented or otherwise  modified from time
      to time in accordance with its terms.



                                   ARTICLE III
                        STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE  CERTIFICATEHOLDERS.  (a) On
each  Distribution  Date,  the Trustee will include  with each  distribution  to
Applicable  Certificateholders of a Scheduled Payment or Special Payment, as the
case may be, a statement  setting forth the  information  provided below (in the
case of a Special  Payment,  reflecting in part the information  provided by the
Escrow Paying Agent under the Escrow Agreement).  Such statement shall set forth
(per $1,000 face amount  Applicable  Certificate as to (ii), (iii), (iv) and (v)
below) the following information:

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

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

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

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

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

            (vi) the Pool Balance and the Pool Factor.

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

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



of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of  information  supplied  to the Trustee by the  Clearing
Agency  Participants  and shall be  delivered  by the  Trustee to such  Clearing
Agency  Participants  to be available for  forwarding  by such  Clearing  Agency
Participants  to the holders of interests in the Applicable  Certificates in the
manner described in Section 3.01(a) of this Trust Supplement.

            (c) If the  aggregate  principal  payments  scheduled  for August 2,
1999, on the Equipment Notes held as Trust Property as of July 9, 1999,  differs
from the amount thereof set forth for the Applicable  Certificates  on page S-34
of the Prospectus Supplement, by no later than July 18, 1999 the Trustee (if the
Related Trustee has not already done so) shall mail written notice of the actual
amount of such scheduled payments to the Applicable Certificateholders of record
as of a date within 10 Business Days prior to the date of mailing.

            (d) Promptly  following (i) the Delivery Period Termination Date, if
there has been any change in the  information  set forth in clauses (x), (y) and
(z) below  from that set forth in page S-34 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 (if the Related Trustee
has not  already  done so) shall  furnish to  Applicable  Certificateholders  of
record on such date a statement setting forth (x) the expected Pool Balances for
each  subsequent  Regular   Distribution  Date  following  the  Delivery  Period
Termination  Date,  (y) the related Pool  Factors for such Regular  Distribution
Dates and (z) the  expected  principal  distribution  schedule of the  Equipment
Notes, in the aggregate, held as Trust Property at the date of such notice. With
respect  to the  Applicable  Certificates  registered  in the name of a Clearing
Agency,  on the  Transfer  Date,  the Trustee  (if the  Related  Trustee has not
already done so) will request from such  Clearing  Agency a securities  position
listing setting forth the names of all Clearing Agency Participants reflected on
such  Clearing   Agency's  books  as  holding   interests  in  the   "Applicable
Certificates"  (as defined in the Related Pass Through  Trust  Agreement) on the
Delivery  Period  Termination  Date. The Trustee (if the Related Trustee has not
already  done  so)  will  mail to each  such  Clearing  Agency  Participant  the
statement described above and will make available additional copies as requested
by such Clearing  Agency  Participant  for forwarding to holders of interests in
the Applicable Certificates.

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

                                   ARTICLE IV
                                     DEFAULT

            Section 4.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the  continuation  of a Triggering  Event,  each
Applicable  Certificateholder  shall have the right (which shall not expire upon
any  purchase  of the  Class  A  Certificates  pursuant  to the  Class  B  Trust



Agreement) to purchase,  for the purchase  prices set forth in the Class A Trust
Agreement and the Class B Trust Agreement,  respectively, all, but not less than
all, of the Class A  Certificates  and the Class B  Certificates  upon ten days'
written  notice to the Class A  Trustee,  the  Class B  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  and the Class B 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 and the Class B Certificates pursuant to this Section 4.01(a).

            (b) By acceptance of its  Applicable  Certificate,  each  Applicable
Certificateholder  agrees that at any time after the  occurrence  and during the
continuation  of a Triggering  Event,  each holder of a Class D  Certificate  (a
"CLASS D  CERTIFICATEHOLDER")  shall have the right (which shall not expire upon
any purchase of the Class A Certificates pursuant to the Class B Trust Agreement
or any  purchase  of the  Class  A  Certificates  and the  Class B  Certificates
pursuant  to clause (a) above) to  purchase  all,  but not less than all, of the
Applicable  Certificates,  the Class A Certificates and the Class B Certificates
upon ten days' written notice to the Trustee,  the Class A Trustee,  the Class B
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 B Certificates pro rata based on the Fractional  Undivided Interest in the
Class D Trust  held by each such Class D  Certificateholder  and (B) if prior to
the end of such  ten-day  period any other  Class D  Certificateholder  fails to
notify  the  purchasing  Class  D  Certificateholder   of  such  other  Class  D
Certificateholder's  desire to participate  in such a purchase,  then such other
Class D  Certificateholder  shall  lose its  right to  purchase  the  Applicable
Certificates,  the Class A Certificates and the Class B Certificates pursuant to
this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates shall
be equal to the Pool  Balance  of the  Applicable  Certificates,  together  with
accrued  and  unpaid  interest  thereon  to the date of such  purchase,  without
premium,  but including any other amounts then due and payable to the Applicable
Certificateholders  under the Agreement, the Intercreditor Agreement, the Escrow
Agreement  or  any  Note  Document  or  on  or  in  respect  of  the  Applicable
Certificates;   PROVIDED,   HOWEVER,   that  no  such   purchase  of  Applicable
Certificates  shall be effective  unless the  purchaser(s)  shall certify to the
Trustee that  contemporaneously  with such purchase,  such purchaser(s) is (are)
purchasing, pursuant to the terms of the Agreement and the Other Agreements, the
Applicable  Certificates,  the Class A Certificates and the Class B 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 (at any time after the  occurrence  and during the
continuation  of a  Triggering  Event) it will,  upon  payment from such Class D
Certificateholder(s)  of the purchase  price set forth in the first  sentence of
this  paragraph,  (i)  forthwith  sell,  assign,  transfer  and  convey  to  the
purchaser(s)  thereof (without recourse,  representation or warranty of any kind
except for its own acts),  all of the right,  title,  interest and obligation of
such Applicable  Certificateholder in the Agreement,  the Escrow Agreement,  the
Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility, the NPA,
the Note Documents and all Applicable  Certificates  and Escrow Receipts held by
such Applicable Certificateholder (excluding all right, title and interest under
any of the foregoing to the extent such right, title or interest is with respect
to an obligation  not then due and payable as respects any action or inaction or
state of affairs  occurring  prior to such sale) (and the purchaser shall assume
all of such Applicable Certificateholder's  obligations under the Agreement, the
Escrow  Agreement,  the Deposit  Agreement,  the  Intercreditor  Agreement,  the
Liquidity  Facility,  the  NPA,  the  Note  Documents  and all  such  Applicable
Certificates and Escrow  Receipts),  (ii) if such purchase occurs after a record
date  specified  in  Section  2.03  of  the  Escrow  Agreement  relating  to the
distribution  of unused  Deposits and/or accrued and unpaid interest on Deposits
and prior to or on the related distribution date thereunder, forthwith turn over
to the purchaser(s) of its Applicable  Certificate all amounts, if any, received
by it on account of such distribution, and (iii) if such purchase occurs after a
Record  Date  relating  to any  distribution  and  prior  to or on  the  related
Distribution  Date,  forthwith turn over to the  purchaser(s)  of its Applicable
Certificate all amounts, if any, received by it on account of such distribution.
The Applicable  Certificates  will be deemed to be purchased on the date payment
of the  purchase  price is made  notwithstanding  the failure of the  Applicable
Certificateholders  to deliver  any  Applicable  Certificates  and,  upon such a
purchase,  (I) the only rights of the Applicable  Certificateholders  will be to
deliver the Applicable Certificates to the purchaser(s) and receive the purchase
price for such Applicable  Certificates  and (II) if the  purchaser(s)  shall so
request, such Applicable  Certificateholder  will comply with all the provisions
of Section 3.04 of the Basic Agreement to enable new Applicable  Certificates to
be  issued to the  purchaser  in such  denominations  as it shall  request.  All
charges and expenses in connection  with the issuance of any such new Applicable
Certificates shall be borne by the purchaser thereof.

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

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


                                    ARTICLE V
                                   THE TRUSTEE


            Section  5.01.  ACQUISITION  OF TRUST  PROPERTY.  (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and  Assumption  Agreement on the date  specified in Section 7.01 of the Related
Pass  Through  Trust  Supplement,  subject  only  to  the  satisfaction  of  the
conditions set forth in said Section 7.01. This Agreement  (except only for this
sentence and the immediately preceding sentence hereof, which are effective upon
execution  and delivery  hereof) shall become  effective  upon the execution and
delivery  of the  Assignment  and  Assumption  Agreement  by the Trustee and the
Related Trustee,  automatically  and without any further  signature or action on
the part of the Company and the  Trustee,  and shall  thereupon  constitute  the
legal, valid and binding  obligation of the parties hereto  enforceable  against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement,  the Related Trust shall be
terminated, the Applicable Certificateholders shall receive beneficial interests
in the  Applicable  Trust in exchange for their  interests in the Related  Trust
equal to their  respective  beneficial  interests  in the Related  Trust and the
"Outstanding"  (as defined in the Related Pass  Through  Trust  Agreement)  pass
through certificates  representing fractional undivided interests in the Related
Trust  shall be deemed  for all  purposes  of this  Agreement,  without  further
signature  or  action  of any  party or  Certificateholder,  to be  Certificates
representing  the same  Fractional  Undivided  Interests  in the Trust and Trust
Property.  By  acceptance  of  its  Applicable   Certificate,   each  Applicable
Certificateholder  consents  to  and  ratifies  such  assignment,  transfer  and
delivery  of the trust  property of the  Related  Trust to the Trustee  upon the
execution  and  delivery  of  the  Assignment  and  Assumption  Agreement.   The
provisions  of this Section  5.01(a)  supersede  and replace the  provisions  of
Section 2.02 of the Basic  Agreement with respect to the Applicable  Trust,  and
all  provisions of the Basic  Agreement  relating to Postponed  Notes or Section
2.02 of the Basic Agreement shall not apply to the Applicable Trust.

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

            Section 5.02.     [Intentionally Omitted]

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement  and Section 7.15 of the Basic  Agreement,  the Trustee  shall not be
responsible  in any  manner  whatsoever  for or in respect  of the  validity  or



sufficiency  of this Trust  Supplement,  the Deposit  Agreement,  the NPA or the
Escrow  Agreement or the due  execution  hereof or thereof by the Company or the
other  parties  thereto  (other than the  Trustee),  or for or in respect of the
recitals and statements  contained herein or therein,  all of which recitals and
statements  are made  solely by the  Company,  except  that the  Trustee  hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement  has been  executed  and  delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)  Except as herein  otherwise  provided  and  except  during  the
continuance  of an Event of Default in respect of the  Applicable  Trust created
hereby,  no duties,  responsibilities  or liabilities  are assumed,  or shall be
construed to be assumed, by the Trustee by reason of this Trust Supplement other
than as set forth in the  Agreement,  and this Trust  Supplement is executed and
accepted on behalf of the Trustee,  subject to all the terms and  conditions set
forth in the  Agreement as fully to all intents,  as if the same were herein set
forth at length.

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

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

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

            (c) the  receipt  of the Trust  Property  under the  Assignment  and
      Assumption  Agreement and the performance by the Trustee of the Assignment



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

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

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


                                   ARTICLE VI
                  ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

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

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.01 of the Basic Agreement,
under the terms of, and subject to the limitations contained in, Section 9.01 of
the Basic  Agreement,  the Company may (but will not be  required  to),  and the
Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company's
request,  at any  time  and  from  time to  time,  (i)  enter  into  one or more
agreements  supplemental  to the  Escrow  Agreement,  the  NPA  or  the  Deposit
Agreement,  for any of the purposes set forth in clauses (1) through (9) of such
Section  9.01,  and (without  limitation of the foregoing or Section 9.01 of the
Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall be deemed to



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

            Section  6.03.  SUPPLEMENTAL  AGREEMENTS  WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without  limitation of Section 9.02 of the Basic Agreement,
the provisions of Section 9.02 of the Basic  Agreement shall apply to agreements
or  amendments  for the purpose of adding any  provisions  to or changing in any
manner or eliminating any of the provisions of the Escrow Agreement, the Deposit
Agreement or the NPA or modifying  in any manner the rights and  obligations  of
the  Applicable  Certificateholders  under the  Escrow  Agreement,  the  Deposit
Agreement or the NPA;  provided that the  provisions  of Section  9.02(1) of the
Basic Agreement shall be deemed to include reductions in any manner of, or delay
in the timing of, any receipt by the Applicable  Certificateholders  of payments
upon the Deposits.


                                   ARTICLE VII
                              TERMINATION OF TRUST

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

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



such  notice,   the  Trustee  shall  cause  to  be   distributed  to  Applicable
Certificateholders such final payments.

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

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


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED.  Except and so far as herein
expressly  provided,  all of the  provisions,  terms and conditions of the Basic
Agreement are in all respects  ratified and confirmed;  and the Basic  Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument.  All  replacements of provisions of, and other  modifications of the
Basic  Agreement set forth in this Trust  Supplement  are solely with respect to
the Applicable Trust.

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

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

            Section 8.04.  INTENTION OF PARTIES.  The parties hereto intend that
the  Applicable  Trust be classified  for U.S.  federal income tax purposes as a
grantor trust under  Subpart E, Part I of  Subchapter J of the Internal  Revenue
Code of  1986,  as  amended,  and not as a trust  or  association  taxable  as a



corporation or as a partnership. Each Applicable Certificateholder and Investor,
by its  acceptance  of  its  Applicable  Certificate  or a  beneficial  interest
therein,  agrees to treat the  Applicable  Trust as a grantor trust for all U.S.
federal, state and local income tax purposes. The powers granted and obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.




            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:






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

                             INTERCREDITOR AGREEMENT

                                   Dated as of
                                February 8, 1999

                                      AMONG

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity
                         but solely as Trustee under the
                Continental Airlines Pass Through Trust 1999-1A,
                 Continental Airlines Pass Through Trust 1999-1B
                                       and
               Continental Airlines Pass Through Trust 1999-1C

                       BAYERISCHE LANDESBANK GIROZENTRALE,
                         as Class A Liquidity Provider,
                          as Class B Liquidity Provider
                                       and
                         as Class C Liquidity Provider,

                                       AND

                            WILMINGTON TRUST COMPANY,
                      not in its individual capacity except
                        as expressly set forth herein but
                  solely as Subordination Agent and Trustee


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










                                TABLE OF CONTENTS

                                                                       PAGE

                              ARTICLE I DEFINITIONS
   SECTION 1.1.     Definitions. ........................................2


                 ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY
   SECTION 2.1.     Agreement to Terms of Subordination; Payments from
                    Monies Received Only. ..............................22
   SECTION 2.2.     Trust Accounts. ....................................23
   SECTION 2.3.     Deposits to the Collection Account and Special
                    Payments Account. ..................................24
   SECTION 2.4.     Distributions of Special Payments. .................24
   SECTION 2.5.     Designated Representatives. ........................27
   SECTION 2.6.     Controlling Party. .................................28


                      ARTICLE III RECEIPT, DISTRIBUTION AND
                         APPLICATION OF AMOUNTS RECEIVED
   SECTION 3.1.     Written Notice of Distribution. ....................29
   SECTION 3.2.     Distribution of Amounts on Deposit in the
                    Collection Account. ................................31
   SECTION 3.3.     Distribution of Amounts on Deposit Following a
                    Triggering Event. ..................................33
   SECTION 3.4.     Other Payments. ....................................35
   SECTION 3.5.     Payments to the Trustees and the Liquidity
                    Providers. .........................................35
   SECTION 3.6.     Liquidity Facilities. ..............................35


                       ARTICLE IV EXERCISE OF REMEDIES
   SECTION 4.1.     Directions from the Controlling Party. .............42
   SECTION 4.2.     Remedies Cumulative. ...............................44
   SECTION 4.3.     Discontinuance of Proceedings. .....................44
   SECTION 4.4.     Right of Certificateholders to Receive Payments
                    Not to Be Impaired. ................................44
   SECTION 4.5.     Undertaking for Costs. .............................44


                 ARTICLE V DUTIES OF THE SUBORDINATION AGENT;
                          AGREEMENTS OF TRUSTEES, ETC.
   SECTION 5.1.     Notice of Indenture Default or Triggering Event. ...45
   SECTION 5.2.     Indemnification. ...................................45
   SECTION 5.3.     No Duties Except as Specified in Intercreditor
                    Agreement. .........................................46
   SECTION 5.4.     Notice from the Liquidity Providers and Trustees. ..46


                      ARTICLE VI THE SUBORDINATION AGENT
   SECTION 6.1.     Authorization; Acceptance of Trusts and Duties. ....46
   SECTION 6.2.     Absence of Duties. .................................47
   SECTION 6.3.     No Representations or Warranties as to Documents. ..47


                                                                       Page

   SECTION 6.4.     No Segregation of Monies; No Interest. .............47
   SECTION 6.5.     Reliance; Agents; Advice of Counsel. ...............47
   SECTION 6.6.     Capacity in Which Acting. ..........................48
   SECTION 6.7.     Compensation. ......................................48
   SECTION 6.8.     May Become Certificateholder. ......................48
   SECTION 6.9.     Subordination Agent Required; Eligibility. .........48
   SECTION 6.10.    Money to Be Held in Trust. .........................48


              ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT
   SECTION 7.1.     Scope of Indemnification. ..........................49


                  ARTICLE VIII SUCCESSOR SUBORDINATION AGENT
   SECTION 8.1.     Replacement of Subordination Agent;
                    Appointment of Successor. ..........................49


                    ARTICLE IX SUPPLEMENTS AND AMENDMENTS
   SECTION 9.1.     Amendments, Waivers, etc. ..........................50
   SECTION 9.2.     Subordination Agent Protected. .....................52
   SECTION 9.3.     Effect of Supplemental Agreements. .................52
   SECTION 9.4.     Notice to Rating Agencies. .........................52


                             ARTICLE X MISCELLANEOUS
   SECTION 10.1.    Termination of Intercreditor Agreement. ............53
   SECTION 10.2.    Intercreditor Agreement for Benefit of Trustees,
                    Liquidity Providers and Subordination Agent. .......53
   SECTION 10.3.    Notices. ...........................................53
   SECTION 10.4.    Severability. ......................................54
   SECTION 10.5.    No Oral Modifications or Continuing Waivers. ...... 54
   SECTION 10.6.    Successors and Assigns. ............................54
   SECTION 10.7.    Headings. ..........................................55
   SECTION 10.8.    Counterpart Form. ..................................55
   SECTION 10.9.    Subordination. .....................................55
   SECTION 10.10.   Governing Law. .....................................56
   SECTION 10.11.   Submission to Jurisdiction; Waiver of Jury Trial;
                    Waiver of Immunity. ................................56







                             INTERCREDITOR AGREEMENT

            INTERCREDITOR   AGREEMENT  dated  as  of  February  8,  1999,  among
WILMINGTON TRUST COMPANY, a Delaware  corporation ("WTC"), not in its individual
capacity but solely as Trustee of each Trust (each as defined below); BAYERISCHE
LANDESBANK  GIROZENTRALE,  a public law banking institution  organized under the
laws of the Free State of Bavaria,  Germany, as Class A Liquidity  Provider,  as
Class B Liquidity  Provider and as Class C Liquidity  Provider;  and  WILMINGTON
TRUST  COMPANY,  not in its  individual  capacity  except as expressly set forth
herein,  but  solely as  Subordination  Agent  and  trustee  hereunder  (in such
capacity, together with any successor appointed pursuant to Article VIII hereof,
the "SUBORDINATION AGENT").

            WHEREAS, all capitalized terms used herein shall have the respective
meanings referred to in Article I hereof;

            WHEREAS, pursuant to each Indenture (i) in the case of each Aircraft
that is owned by  Continental  at the time such  Indenture  is entered into (the
"OWNED  AIRCRAFT"),  Continental  will issue on a recourse basis three (or four,
under certain  circumstances)  series of Equipment Notes to finance the purchase
of such  Aircraft,  and  (ii) in the case of each  Aircraft  that is  leased  to
Continental  pursuant to a related  Lease at the time such  Indenture is entered
into  (the  "LEASED  AIRCRAFT"),  the  related  Owner  Trustee  will  issue on a
nonrecourse  basis  three  (or  four,  under  certain  circumstances)  series of
Equipment Notes to finance the purchase of such Aircraft;

            WHEREAS,  pursuant  to the  Financing  Agreements,  each  Trust will
acquire  Equipment  Notes  having an interest  rate equal to the  interest  rate
applicable to the Certificates to be issued by such Trust;

            WHEREAS, pursuant to each Trust Agreement, the Trust created thereby
proposes  to issue a single  class  of  Certificates  (a  "CLASS")  bearing  the
interest  rate and having the final  distribution  date  described in such Trust
Agreement on the terms and subject to the conditions set forth therein;

            WHEREAS,  pursuant to the Underwriting  Agreement,  the Underwriters
propose to purchase the Certificates  issued by each Trust in the aggregate face
amount set forth  opposite  the name of such Trust on  Schedule I thereto on the
terms and subject to the conditions set forth therein;

            WHEREAS,  the  Liquidity  Provider  proposes  to  enter  into  three
separate  revolving  credit  agreements  (each  such  agreement,   a  "LIQUIDITY
FACILITY") with the Subordination Agent, as agent for the Trustee of each Trust,
respectively, for the benefit of the Certificateholders of such Trust; and

            WHEREAS,  it is a  condition  precedent  to the  obligations  of the
Underwriters under the Underwriting  Agreement that the Subordination Agent, the



Trustees and the  Liquidity  Provider  agree to the terms of  subordination  set
forth in this  Agreement  in  respect  of each  Class of  Certificates,  and the
Subordination  Agent, the Trustees and the Liquidity Provider,  by entering into
this Agreement,  hereby acknowledge and agree to such terms of subordination and
the other provisions of this Agreement.

            NOW,  THEREFORE,  in consideration of the mutual  agreements  herein
contained,  and of other  good  and  valuable  consideration,  the  receipt  and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.1. DEFINITIONS. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

            (1) the terms used herein that are defined in this  Article have the
      meanings assigned to them in this Article,  and include the plural as well
      as the singular;

            (2) all  references  in this  Agreement  to  designated  "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections
      and other subdivisions of this Agreement;

            (3) the words "herein",  "hereof" and "hereunder" and other words of
      similar  import  refer  to  this  Agreement  as a  whole  and  not  to any
      particular Article, Section or other subdivision; and

            (4) the term "including" shall mean "including without limitation".

            "ACCELERATION" means, with respect to the amounts payable in respect
of the  Equipment  Notes  issued  under any  Indenture,  such  amounts  becoming
immediately   due  and  payable  by  declaration  or  otherwise.   "Accelerate",
"ACCELERATED" and "ACCELERATING" have meanings correlative to the foregoing.

            "ADJUSTED  EXPECTED   DISTRIBUTIONS"  means,  with  respect  to  the
Certificates  of any  Trust on any  Current  Distribution  Date,  the sum of (x)
accrued and unpaid interest on such Certificates  (excluding  interest,  if any,
payable with respect to the Deposits  related to such Trust) and (y) the greater
of:

            (A) the difference between (x) the Pool Balance of such Certificates
      as of the  immediately  preceding  Distribution  Date (or,  if the Current
      Distribution Date is the first  Distribution  Date, the original aggregate
      face amount of the Certificates of such Trust) and (y) the Pool Balance of
      such  Certificates as of the Current  Distribution  Date calculated on the
      basis that (i) the principal of the Non-Performing Equipment Notes held in
      such Trust has been paid in full and such payments  have been  distributed



      to the holders of such Certificates,  (ii) the principal of the Performing
      Equipment  Notes  held in such  Trust has been paid when due (but  without
      giving effect to any Acceleration of Performing  Equipment Notes) and such
      payments have been  distributed  to the holders of such  Certificates  and
      (iii) the  principal of any  Equipment  Notes  formerly held in such Trust
      that have been sold pursuant to the terms hereof has been paid in full and
      such payments have been  distributed to the holders of such  Certificates,
      but without giving effect to any reduction in the Pool Balance as a result
      of  any  distribution   attributable  to  Deposits   occurring  after  the
      immediately  preceding  Distribution Date (or, if the Current Distribution
      Date is the first Distribution Date,  occurring after the initial issuance
      of the Certificates of such Trust), and

            (B) the amount of the  excess,  if any,  of (i) the Pool  Balance of
      such Class of Certificates as of the  immediately  preceding  Distribution
      Date (or, if the Current Distribution Date is the first Distribution Date,
      the original  aggregate  face amount of the  Certificates  of such Trust),
      less the amount of the Deposits for such Class of  Certificates as of such
      preceding  Distribution Date (or, if the Current  Distribution Date is the
      first Distribution Date, the original aggregate amount of the Deposits for
      such  Class of  Certificates)  other  than any  portion  of such  Deposits
      thereafter  used to acquire  Equipment Notes pursuant to the Note Purchase
      Agreement, over (ii) the Aggregate LTV Collateral Amount for such Class of
      Certificates for the Current Distribution Date;

PROVIDED that,  until the date of the initial LTV  Appraisals,  clause (B) shall
not apply.

            For purposes of calculating  Adjusted  Expected  Distributions  with
respect to the  Certificates  of any Trust,  any premium  paid on the  Equipment
Notes held in such Trust that has not been distributed to the Certificateholders
of such  Trust  (other  than such  premium or a portion  thereof  applied to the
payment of interest on the  Certificates  of such Trust or the  reduction of the
Pool  Balance of such Trust)  shall be added to the amount of Adjusted  Expected
Distributions.

            "ADVANCE",  with  respect  to  any  Liquidity  Facility,  means  any
Advances as defined in such Liquidity Facility.

            "AFFILIATE"  means,  with  respect to any Person,  any other  Person
directly or indirectly  controlling,  controlled by or under common control with
such Person.  For the purposes of this  definition,  "control"  means the power,
directly or  indirectly,  to direct or cause the direction of the management and
policies of such Person whether through the ownership of voting securities or by
contract  or  otherwise;  and the  terms  "controlling"  and  "controlled"  have
meanings correlative to the foregoing.

            "AGGREGATE LTV COLLATERAL  AMOUNT" for any Class of Certificates for
any Distribution Date means the sum of the applicable LTV Collateral Amounts for
each Leased Aircraft and Owned  Aircraft,  minus the Pool Balance for each Class
of  Certificates,  if any,  senior to such  Class,  after  giving  effect to any
distribution of principal on such  Distribution Date with respect to such senior
Class or Classes.



            "AIRCRAFT"  means,  with respect to each  Indenture,  the "Aircraft"
referred to therein.

            "APPRAISAL"  means a fair  market  value  appraisal  (which may be a
"desktop"  appraisal)  performed  by  any  Appraiser  or  any  other  nationally
recognized  appraiser  on the basis of an  arm's-length  transaction  between an
informed and willing  purchaser  under no  compulsion to buy and an informed and
willing  seller  under no  compulsion  to sell and both having  knowledge of all
relevant facts.

            "APPRAISED  CURRENT  MARKET  VALUE" of any Leased  Aircraft or Owned
Aircraft  means the lower of the average and the median of the three most recent
Appraisals of such Aircraft.

            "APPRAISERS" means Aircraft Information Services, Inc., AvSolutions,
Inc. and Morten Beyer and Agnew, Inc.

            "ASSIGNMENT AND ASSUMPTION  AGREEMENTS" means each of the Assignment
and  Assumption  Agreements  to be  executed  among a Trustee and trustee of the
relevant Successor Trust in accordance with the relevant Trust Agreement, as the
same may be amended, modified or supplemented from time to time.

            "AVAILABLE  AMOUNT" means, with respect to any Liquidity Facility on
any drawing  date,  subject to the proviso  contained  in the first  sentence of
Section  3.6(g)  hereof,  an  amount  equal  to (a) the  Stated  Amount  of such
Liquidity  Facility at such time, LESS (b) the aggregate amount of each Interest
Drawing  honored by the Liquidity  Provider under such Liquidity  Facility on or
prior to such date which has not been  reimbursed or reinstated as of such date;
PROVIDED that, following a Downgrade Drawing, a Non-Extension Drawing or a Final
Drawing under such Liquidity  Facility,  the Available  Amount of such Liquidity
Facility shall be zero.

            "BASIC AGREEMENT" means the Pass Through Trust Agreement dated as of
September 25, 1997 between Continental and WTC, not in its individual  capacity,
except as otherwise expressly provided therein, but solely as trustee.

            "BUSINESS  DAY" means any day other  than a Saturday  or Sunday or a
day on which  commercial  banks are required or  authorized to close in Houston,
Texas,  New York, New York, or, so long as any Certificate is  outstanding,  the
city and state in which any Trustee, the Subordination Agent or any Loan Trustee
maintains its Corporate Trust Office or receives and disburses  funds, and that,
solely with respect to draws under any Liquidity  Facility,  also is a "Business
Day" as defined in such Liquidity Facility.

            "CASH COLLATERAL ACCOUNT" means the Class A Cash Collateral Account,
the Class B Cash Collateral Account or the Class C Cash Collateral  Account,  as
applicable.

            "CERTIFICATE" means a Class A Certificate,  a Class B Certificate or
a Class C Certificate, as applicable.



            "CERTIFICATEHOLDER" means any holder of one or more Certificates.

            "CLASS"  has the meaning  assigned  to such term in the  preliminary
statements to this Agreement.

            "CLASS A CASH COLLATERAL  ACCOUNT" means an Eligible Deposit Account
in the name of the  Subordination  Agent maintained at an Eligible  Institution,
which shall be the  Subordination  Agent if it shall so qualify,  into which all
amounts drawn under the Class A Liquidity  Facility  pursuant to Section 3.6(c),
3.6(d) or 3.6(i) shall be deposited.

            "CLASS A CERTIFICATEHOLDER" means, at any time, any holder of one or
more Class A Certificates.

            "CLASS A CERTIFICATES"  means the certificates issued by the Class A
Trust,  substantially  in the form of Exhibit A to the Class A Trust  Agreement,
and  authenticated  by the Class A Trustee,  representing  fractional  undivided
interests in the Class A Trust, and any certificates issued in exchange therefor
or replacement thereof pursuant to the terms of the Class A Trust Agreement.

            "CLASS A LIQUIDITY FACILITY" means, initially,  the Revolving Credit
Agreement dated as of the date hereof, between the Subordination Agent, as agent
and trustee for the Class A Trustee, and the initial Class A Liquidity Provider,
and, from and after the  replacement  of such  Agreement  pursuant  hereto,  the
Replacement  Liquidity  Facility  therefor,  if any,  in each  case as  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms.

            "CLASS   A   LIQUIDITY   PROVIDER"   means   Bayerische   Landesbank
Girozentrale,  together with any Replacement Liquidity Provider which has issued
a  Replacement  Liquidity  Facility to replace  any Class A  Liquidity  Facility
pursuant to Section 3.6(e).

            "CLASS A TRUST"  means (i) prior to the  Transfer,  the  Continental
Airlines Pass Through Trust 1999-1A-O  created and administered  pursuant to the
Class A Trust Agreement and (ii) after the Transfer,  the  Continental  Airlines
Pass Through Trust 1999-1A-S  created and  administered  pursuant to the Class A
Trust Agreement.

            "CLASS A TRUST AGREEMENT" means (i) prior to the Transfer, the Basic
Agreement,  as supplemented by the Supplement No. 1999-1A-O  thereto dated as of
the date hereof,  governing the creation and  administration  of the Continental
Airlines  Pass  Through  Trust  1999-1A-O  and  the  issuance  of  the  Class  A
Certificates,  as the same may be amended,  supplemented  or otherwise  modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Basic  Agreement,  as  supplemented  by the  Supplement No.  1999-1A-S  thereto,
governing  the creation and  administration  of the  Continental  Airlines  Pass
Through  Trust  1999-1A-S and the issuance of the Class A  Certificates,  as the
same may be amended,  supplemented  or otherwise  modified  from time to time in
accordance with its terms.



            "CLASS A TRUSTEE" means WTC, not in its individual  capacity  except
as  expressly  set forth in the Class A Trust  Agreement,  but solely as trustee
under the Class A Trust Agreement, together with any successor trustee appointed
pursuant thereto.

            "CLASS B CASH COLLATERAL  ACCOUNT" means an Eligible Deposit Account
in the name of the  Subordination  Agent maintained at an Eligible  Institution,
which shall be the  Subordination  Agent if it shall so qualify,  into which all
amounts drawn under the Class B Liquidity  Facility  pursuant to Section 3.6(c),
3.6(d) or 3.6(i) shall be deposited.

            "CLASS B CERTIFICATEHOLDER" means, at any time, any holder of one or
more Class B Certificates.

            "CLASS B CERTIFICATES"  means the certificates issued by the Class B
Trust,  substantially  in the form of Exhibit A to the Class B Trust  Agreement,
and  authenticated  by the Class B Trustee,  representing  fractional  undivided
interests in the Class B Trust, and any certificates issued in exchange therefor
or replacement thereof pursuant to the terms of the Class B Trust Agreement.

            "CLASS B LIQUIDITY FACILITY" means, initially,  the Revolving Credit
Agreement dated as of the date hereof, between the Subordination Agent, as agent
and trustee for the Class B Trustee, and the initial Class B Liquidity Provider,
and, from and after the  replacement  of such  Agreement  pursuant  hereto,  the
Replacement  Liquidity  Facility  therefor,  if any,  in each  case as  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms.

            "CLASS   B   LIQUIDITY   PROVIDER"   means   Bayerische   Landesbank
Girozentrale,  together with any Replacement Liquidity Provider which has issued
a  Replacement  Liquidity  Facility to replace  any Class B  Liquidity  Facility
pursuant to Section 3.6(e).

            "CLASS B TRUST"  means (i) prior to the  Transfer,  the  Continental
Airlines Pass Through Trust 1999-1B-O  created and administered  pursuant to the
Class B Trust Agreement and (ii) after the Transfer,  the  Continental  Airlines
Pass Through Trust 1999-1B-S  created and  administered  pursuant to the Class B
Trust Agreement.

            "CLASS B TRUST AGREEMENT" means (i) prior to the Transfer, the Basic
Agreement,  as supplemented by the Supplement No. 1999-1B-O  thereto dated as of
the date hereof,  governing the creation and  administration  of the Continental
Airlines  Pass  Through  Trust  1999-1B-O  and  the  issuance  of  the  Class  B
Certificates,  as the same may be amended,  supplemented  or otherwise  modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Basic  Agreement,  as  supplemented  by the  Supplement No.  1999-1B-S  thereto,
governing  the creation and  administration  of the  Continental  Airlines  Pass
Through  Trust  1999-1B-S and the issuance of the Class B  Certificates,  as the
same may be amended,  supplemented  or otherwise  modified  from time to time in
accordance with its terms.



            "CLASS B TRUSTEE" means WTC, not in its individual  capacity  except
as  expressly  set forth in the Class B Trust  Agreement,  but solely as trustee
under the Class B Trust Agreement, together with any successor trustee appointed
pursuant thereto.

            "CLASS C CASH COLLATERAL  ACCOUNT" means an Eligible Deposit Account
in  the  name  of  the  Subordination   Agent  and  maintained  at  an  Eligible
Institution, which shall be the Subordination Agent if it shall so qualify, into
which all amounts drawn under the Class C Liquidity Facility pursuant to Section
3.6(c), 3.6(d) or 3.6(i) shall be deposited.

            "CLASS C CERTIFICATEHOLDER" means, at any time, any holder of one or
more Class C Certificates.

            "CLASS C CERTIFICATES"  means the certificates issued by the Class C
Trust,  substantially  in the form of Exhibit A to the Class C Trust  Agreement,
and  authenticated  by the Class C Trustee,  representing  fractional  undivided
interests in the Class C Trust, and any certificates issued in exchange therefor
or replacement thereof pursuant to the terms of the Class C Trust Agreement.

            "CLASS C LIQUIDITY FACILITY" means, initially,  the Revolving Credit
Agreement dated as of the date hereof, between the Subordination Agent, as agent
and trustee for the Class C Trustee, and the initial Class C Liquidity Provider,
and, from and after the  replacement  of such  Agreement  pursuant  hereto,  the
Replacement  Liquidity  Facility  therefor,  if any,  in each  case as  amended,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms.

            "CLASS   C   LIQUIDITY   PROVIDER"   means   Bayerische   Landesbank
Girozentrale,  together with any Replacement Liquidity Provider which has issued
a  Replacement  Liquidity  Facility to replace  any Class C  Liquidity  Facility
pursuant to Section 3.6(e).

            "CLASS C TRUST"  means (i) prior to the  Transfer,  the  Continental
Airlines Pass Through Trust 1999-1C-O  created and administered  pursuant to the
Class C Trust Agreement and (ii) after the Transfer,  the  Continental  Airlines
Pass Through Trust 1999-1C-S  created and  administered  pursuant to the Class C
Trust Agreement.

            "CLASS C TRUST AGREEMENT" means (i) prior to the Transfer, the Basic
Agreement,  as supplemented by the Supplement No. 1999-1C-O  thereto dated as of
the date hereof,  governing the creation and  administration  of the Continental
Airlines  Pass  Through  Trust  1999-1C-O  and  the  issuance  of  the  Class  C
Certificates,  as the same may be amended,  supplemented  or otherwise  modified
from time to time in accordance with its terms, and (ii) after the Transfer, the
Basic  Agreement,  as  supplemented  by the  Supplement No.  1999-1C-S  thereto,
governing  the creation and  administration  of the  Continental  Airlines  Pass
Through  Trust  1999-1C-S and the issuance of the Class C  Certificates,  as the
same may be amended,  supplemented  or otherwise  modified  from time to time in
accordance with its terms.



            "CLASS C TRUSTEE" means WTC, not in its individual  capacity  except
as  expressly  set forth in the Class C Trust  Agreement,  but solely as trustee
under the Class C Trust Agreement, together with any successor trustee appointed
pursuant thereto.

            "CLASS D CERTIFICATES" means any pass through certificates issued by
the Class D Trust  representing  fractional  undivided  interests in the Class D
Trust.

            "CLASS D TRUST" means the  Continental  Airlines  Pass Through Trust
1999-1D, if and when established.

            "CLOSING DATE" means February 8, 1999.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and the Treasury Regulations promulgated thereunder.

            "COLLECTION  ACCOUNT" means the Eligible Deposit Account established
by the Subordination Agent pursuant to Section 2.2 which the Subordination Agent
shall make deposits in and withdrawals from in accordance with this Agreement.

            "CONSENT NOTICE" has the meaning specified in Section 3.6(d).

            "CONSENT PERIOD" has the meaning specified in Section 3.6(d).

            "CONTINENTAL"   means   Continental   Airlines,   Inc.,  a  Delaware
corporation, and its successors and assigns.

            "CONTINENTAL BANKRUPTCY EVENT" means the occurrence and continuation
of any of the following:

            (a) Continental shall consent to the appointment of or the taking of
      possession  by a  receiver,  trustee  or  liquidator  of  itself  or  of a
      substantial  part of its property,  or Continental  shall admit in writing
      its inability to pay its debts generally as they come due, or does not pay
      its debts generally as they become due or shall make a general  assignment
      for the  benefit of  creditors,  or  Continental  shall  file a  voluntary
      petition  in  bankruptcy  or a  voluntary  petition  or an answer  seeking
      reorganization, liquidation or other relief in a case under any bankruptcy
      laws or other  insolvency  laws (as in effect  at such  time) or an answer
      admitting the material allegations of a petition filed against Continental
      in any such case, or Continental shall seek relief by voluntary  petition,
      answer or consent,  under the provisions of any other  bankruptcy or other
      similar law providing for the reorganization or winding-up of corporations
      (as in  effect  at such  time) or  Continental  shall  seek an  agreement,
      composition,  extension or adjustment  with its creditors under such laws,
      or Continental's  board of directors shall adopt a resolution  authorizing
      corporate action in furtherance of any of the foregoing; or



            (b) an order,  judgment  or decree  shall be entered by any court of
      competent jurisdiction appointing,  without the consent of Continental,  a
      receiver,  trustee or liquidator of Continental or of any substantial part
      of its property,  or any  substantial  part of the property of Continental
      shall  be  sequestered,  or  granting  any  other  relief  in  respect  of
      Continental as a debtor under any bankruptcy laws or other insolvency laws
      (as in effect at such  time),  and any such  order,  judgment or decree of
      appointment or sequestration  shall remain in force undismissed,  unstayed
      and unvacated for a period of 60 days after the date of entry thereof; or

            (c) a petition  against  Continental  in a case under any bankruptcy
      laws or other insolvency laws (as in effect at such time) is filed and not
      withdrawn  or  dismissed  within  60 days  thereafter,  or if,  under  the
      provisions  of any law  providing  for  reorganization  or  winding-up  of
      corporations  which  may  apply to  Continental,  any  court of  competent
      jurisdiction assumes jurisdiction, custody or control of Continental or of
      any  substantial  part of its property and such  jurisdiction,  custody or
      control remains in force  unrelinquished,  unstayed and unterminated for a
      period of 60 days.

            "CONTINENTAL  PROVISIONS"  has  the  meaning  specified  in  Section
9.1(a).

            "CONTROLLING  PARTY"  means  the  Person  entitled  to act  as  such
pursuant to the terms of Section 2.6.

            "CORPORATE  TRUST OFFICE"  means,  with respect to any Trustee,  the
Subordination  Agent or any Loan Trustee,  the office of such Person in the city
at  which,  at any  particular  time,  its  corporate  trust  business  shall be
principally administered.

            "CURRENT DISTRIBUTION DATE" means a Distribution Date specified as a
reference  date for  calculating  the  Expected  Distributions  or the  Adjusted
Expected  Distributions with respect to the Certificates of any Trust as of such
Distribution Date.

            "DELIVERY  PERIOD  EXPIRY DATE" means the earlier of (a) February 2,
2000, or, if the Equipment Notes relating to all the New Aircraft (or Substitute
Aircraft in lieu thereof)  have not been  purchased by the Trusts on or prior to
such date due to any reason beyond the control of Continental and not occasioned
by Continental's fault or negligence,  August 2, 2000 (PROVIDED that, if a labor
strike occurs at The Boeing  Company 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 with respect to all New Aircraft (or Substitute  Aircraft in lieu thereof)
have  been  purchased  by the  Trusts  in  accordance  with  the  Note  Purchase
Agreement.

            "DEPOSIT  AGREEMENT"  shall  mean,  with  respect to any Class,  the
Deposit  Agreement  pertaining to such Class dated as of the date hereof between
the Escrow Agent,  and the Depositary,  as the same may be amended,  modified or
supplemented from time to time in accordance with the terms thereof.



            "DEPOSITARY" means Westdeutsche  Landesbank  Girozentrale,  New York
Branch, as depositary under each Deposit Agreement.

            "DEPOSITS"  with  respect to any Class,  shall have the  meaning set
forth in the Deposit Agreement pertaining to such Class.

            "DESIGNATED   REPRESENTATIVES"   means   the   Subordination   Agent
Representatives,   the  Trustee   Representatives  and  the  LP  Representatives
identified under Section 2.5.

            "DISTRIBUTION  DATE" means a Regular  Distribution Date or a Special
Distribution Date.

            "DOLLARS" or "$" means United States dollars.

            "DOWNGRADE DRAWING" has the meaning assigned to such term in Section
3.6(c).

            "DOWNGRADED  FACILITY"  has the  meaning  assigned  to such  term in
Section 3.6(c).

            "DRAWING"   means  an  Interest   Drawing,   a  Final   Drawing,   a
Non-Extension Drawing or a Downgrade Drawing, as the case may be.

            "ELIGIBLE  DEPOSIT  ACCOUNT"  means either (a) a segregated  account
with  an  Eligible  Institution  or (b) a  segregated  trust  account  with  the
corporate trust department of a depository  institution organized under the laws
of the United States of America or any one of the states thereof or the District
of Columbia  (or any U.S.  branch of a foreign  bank),  having  corporate  trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository  institution has a long-term unsecured debt
rating from each Rating  Agency of at least A-3 or its  equivalent.  An Eligible
Deposit  Account may be  maintained  with a  Liquidity  Provider so long as such
Liquidity  Provider is an Eligible  Institution;  PROVIDED  that such  Liquidity
Provider shall have waived all rights of set-off and  counterclaim  with respect
to such account;  and PROVIDED  FURTHER that no Cash  Collateral  Account may be
maintained  with  a  Liquidity  Provider  at  any  time  Continental  holds  any
participation  in the related  Liquidity  Facility  unless written  confirmation
shall  have been  received  from each  Rating  Agency  prior to such time to the
effect that such  maintenance of the Cash Collateral  Account with the Liquidity
Provider  will not result in a withdrawal or  downgrading  of the ratings of the
Certificates.

            "ELIGIBLE  INSTITUTION"  means (a) the corporate trust department of
the  Subordination  Agent or any  Trustee,  as  applicable,  or (b) a depository
institution  organized under the laws of the United States of America or any one
of the states  thereof or the  District  of  Columbia  (or any U.S.  branch of a
foreign  bank),  which has a  long-term  unsecured  debt rating from each Rating
Agency of at least A-3 or its  equivalent;  PROVIDED  that a Liquidity  Provider
shall not qualify as an Eligible  Institution at any time Continental  holds any
participation  in the related  Liquidity  Facility  unless written  confirmation
shall  have been  received  from each  Rating  Agency  to the  effect  that such


Liquidity  Provider's  status as an  Eligible  Institution  will not result in a
withdrawal or downgrading of the ratings of the Certificates.

            "ELIGIBLE  INVESTMENTS"  means (a) investments in obligations of, or
guaranteed by, the United States  Government  having maturities no later than 90
days  following  the date of such  investment,  (b)  investments  in open market
commercial  paper of any corporation  incorporated  under the laws of the United
States of America or any state thereof with a short-term  unsecured  debt rating
issued  by  Moody's  and S&P of at  least  A-1  and  P-1,  respectively,  having
maturities no later than 90 days  following  the date of such  investment or (c)
investments  in negotiable  certificates  of deposit,  time  deposits,  banker's
acceptances,  commercial  paper or other direct  obligations  of, or obligations
guaranteed by, commercial banks organized under the laws of the United States or
of any political subdivision thereof (or any U.S. branch of a foreign bank) with
issuer ratings of at least B/C by Thomson Bankwatch,  having maturities no later
than 90 days following the date of such investment;  PROVIDED, HOWEVER, that (x)
all Eligible  Investments that are bank obligations shall be denominated in U.S.
dollars;  and (y) the aggregate  amount of Eligible  Investments at any one time
that are bank obligations issued by any one bank shall not be in excess of 5% of
such bank's  capital  surplus;  PROVIDED  FURTHER that (1) any investment of the
types  described  in  clauses  (a),  (b) and (c)  above  may be made  through  a
repurchase  agreement  in  commercially  reasonable  form  with a bank or  other
financial  institution  qualifying  as an Eligible  Institution  so long as such
investment  is held by a third party  custodian  also  qualifying as an Eligible
Institution,  and (2) all such  investments  set forth in clause (a), (b) or (c)
above  mature no later than the  Business  Day  immediately  preceding  the next
Regular  Distribution Date; PROVIDED FURTHER,  HOWEVER,  that in the case of any
Eligible  Investment  issued by a domestic  branch of a foreign bank, the income
from such investment shall be from sources within the United States for purposes
of the Code. Notwithstanding the foregoing, no investment of the types described
in clause (b) or (c) above which is issued or guaranteed by a Liquidity Provider
or Continental or any of their respective  Affiliates,  and no investment in the
obligations  of any one bank in  excess  of  $10,000,000,  shall be an  Eligible
Investment  at any time  Continental  holds  any  participation  in the  related
Liquidity  Facility  unless written  confirmation  shall have been received from
each  Rating  Agency  that the  making of such  investment  will not result in a
withdrawal or downgrading of the ratings of the Certificates.

            "EQUIPMENT  NOTES" means, at any time, the Series A Equipment Notes,
the Series B Equipment Notes and the Series C Equipment Notes, collectively, and
in each case,  any Equipment  Notes issued in exchange  therefor or  replacement
thereof pursuant to the terms of the Indentures.

            "ESCROW AGENT" means First Security Bank, National  Association,  as
escrow agent under each Escrow and Paying  Agent  Agreement,  together  with its
successors in such capacity.

            "ESCROW AND PAYING AGENT  AGREEMENT" shall mean, with respect to any
Class,  the Escrow and Paying Agent Agreement  pertaining to such Class dated as
of the date hereof between the Escrow Agent, the  Underwriters,  the Trustee for
such  Class  and the  Paying  Agent,  as the same may be  amended,  modified  or
supplemented from time to time in accordance with the terms thereof.



            "EXPECTED  DISTRIBUTIONS" means, with respect to the Certificates of
any Trust on any Current  Distribution  Date,  the sum of (x) accrued and unpaid
interest on such Certificates  (excluding interest, if any, payable with respect
to the Deposits  related to such Trust) and (y) the  difference  between (A) the
Pool Balance of such Certificates as of the immediately  preceding  Distribution
Date (or, if the Current  Distribution Date is the first  Distribution Date, the
original  aggregate face amount of the Certificates of such Trust),  and (B) the
Pool Balance of such Certificates as of the Current Distribution Date calculated
on the basis that (i) the  principal of the  Equipment  Notes held in such Trust
has been paid when due (whether at stated maturity, upon redemption, prepayment,
purchase,  Acceleration or otherwise) and such payments have been distributed to
the holders of such  Certificates  and (ii) the principal of any Equipment Notes
formerly held in such Trust that have been sold pursuant to the terms hereof has
been paid in full and such payments have been distributed to the holders of such
Certificates,  but without giving effect to any reduction in the Pool Balance as
a result  of any  distribution  attributable  to  Deposits  occurring  after the
immediately preceding Distribution Date (or, if the Current Distribution Date is
the first  Distribution  Date,  occurring  after  the  initial  issuance  of the
Certificates of such Trust). For purposes of calculating Expected  Distributions
with respect to the Certificates of any Trust, any premium paid on the Equipment
Notes   held  in  such   Trust   which   has  not   been   distributed   to  the
Certificateholders  of such Trust (other than such premium or a portion  thereof
applied to the  payment of  interest  on the  Certificates  of such Trust or the
reduction  of the Pool  Balance of such  Trust)  shall be added to the amount of
such Expected Distributions.

            "EXPIRY DATE" with respect to any Liquidity Facility, shall have the
meaning set forth in such Liquidity Facility.

            "FACILITY OFFICE" means, with respect to any Liquidity Facility, the
office of the  Liquidity  Provider  thereunder,  presently  located  at  Munich,
Germany for  Bayerische  Landesbank  Girozentrale,  or such other office as such
Liquidity  Provider from time to time shall notify the applicable Trustee as its
"Facility  Office"  under  any  such  Liquidity  Facility;  PROVIDED  that  such
Liquidity  Provider  shall not change its Facility  Office to a Facility  Office
outside the United  States of America  except in  accordance  with Section 3.01,
3.02 or 3.03 of any such Liquidity Facility.

            "FEE  LETTER"  means  the Fee  Letter  dated as of the  date  hereof
between  Bayerische  Landesbank  Girozentrale and the  Subordination  Agent with
respect to the initial  Liquidity  Facilities  and any fee letter  entered  into
between the Subordination Agent and any Replacement Liquidity Provider.

            "FINAL DISTRIBUTIONS" means, with respect to the Certificates of any
Trust on any  Distribution  Date,  the sum of (x) the  aggregate  amount  of all
accrued and unpaid interest on such Certificates  (excluding  interest,  if any,
payable with  respect to the  Deposits  relating to such Trust) and (y) the Pool
Balance of such Certificates as of the immediately  preceding  Distribution Date
(less the  amount of the  Deposits  for such  Class of  Certificates  as of such



preceding  Distribution Date other than any portion of such Deposits  thereafter
used to acquire  Equipment Notes pursuant to the Note Purchase  Agreement).  For
purposes of calculating Final  Distributions with respect to the Certificates of
any Trust,  any premium paid on the Equipment Notes held in such Trust which has
not been  distributed to the  Certificateholders  of such Trust (other than such
premium  or a  portion  thereof  applied  to  the  payment  of  interest  on the
Certificates  of such Trust or the  reduction of the Pool Balance of such Trust)
shall be added to the amount of such Final Distributions.

            "FINAL  DRAWING"  has the  meaning  assigned to such term in Section
3.6(i).

            "FINAL LEGAL  DISTRIBUTION DATE" means (i) with respect to the Class
A  Certificates,  August 2, 2020, (ii) with respect to the Class B Certificates,
February 2, 2020, and (iii) with respect to the Class C  Certificates,  February
2, 2011.

            "FINANCING AGREEMENT" means each of the Participation Agreements and
the Note Purchase Agreement.

            "INDENTURE"  means each of the Trust Indentures  entered into by the
Loan  Trustee,  and the  Owner  Trustee  or  Continental,  pursuant  to the Note
Purchase  Agreement,  in each case as the same may be amended,  supplemented  or
otherwise modified from time to time in accordance with its terms.

            "INDENTURE DEFAULT" means, with respect to any Indenture,  any Event
of Default (as such term is defined in such Indenture) thereunder.

            "INTEREST  DRAWING" has the meaning assigned to such term in Section
3.6(a).

            "INTEREST  PAYMENT  DATE"  means,  with  respect  to  any  Liquidity
Facility,  each date on which  interest is due and payable under such  Liquidity
Facility  on  a  Downgrade  Drawing,  Non-Extension  Drawing  or  Final  Drawing
thereunder,  other than any such date on which interest is due and payable under
such  Liquidity  Facility only on an Applied  Provider  Advance (as such term is
defined in such Liquidity Facility).

            "INVESTMENT  EARNINGS" means investment earnings on funds on deposit
in the Trust Accounts net of losses and investment expenses of the Subordination
Agent in making such investments.

            "LEASE" means, with respect to each Indenture pertaining to a Leased
Aircraft, the "Lease" referred to therein.

            "LEASED  AIRCRAFT"  has the  meaning  assigned  to such  term in the
preliminary statements of this Agreement.

            "LEASED  AIRCRAFT  INDENTURE"  means,  with  respect to each  Leased
Aircraft, the Indenture pertaining thereto.



            "LIEN" means any mortgage,  pledge, lien, charge, claim, disposition
of title, encumbrance, lease, sublease, sub-sublease or security interest of any
kind, including,  without limitation,  any thereof arising under any conditional
sales or other title retention agreement.

            "LIQUIDITY EVENT OF DEFAULT" with respect to any Liquidity Facility,
has the meaning assigned to such term in such Liquidity Facility.

            "LIQUIDITY EXPENSES" means all Liquidity  Obligations other than (i)
the principal amount of any Drawings under the Liquidity Facilities and (ii) any
interest accrued on any Liquidity Obligations.

            "LIQUIDITY  FACILITIES"  means,  at any time,  the Class A Liquidity
Facility, the Class B Liquidity Facility or the Class C Liquidity Facility.

            "LIQUIDITY  OBLIGATIONS"  means all  principal,  interest,  fees and
other amounts owing to the Liquidity  Providers under the Liquidity  Facilities,
Section 8.1 of the  Participation  Agreements  with  respect to Owned  Aircraft,
Section 9.1 of the  Participation  Agreements with respect to Leased Aircraft or
the Fee Letter.

            "LIQUIDITY  PROVIDER"  means,  at any time,  any  Class A  Liquidity
Provider,  any Class B Liquidity Provider or any Class C Liquidity Provider,  as
applicable.

            "LOAN TRUSTEE" means,  with respect to any Indenture,  the mortgagee
thereunder.

            "LP INCUMBENCY CERTIFICATE" has the meaning assigned to such term in
Section 2.5(c).

            "LP  REPRESENTATIVES"  has the  meaning  assigned  to  such  term in
Section 2.5(c).

            "LTV  APPRAISALS"  has the meaning  assigned to such term in Section
4.1(a).

            "LTV COLLATERAL AMOUNT" of any Leased Aircraft or Owned Aircraft for
any Class of Certificates  means, as of any Distribution Date, the lesser of (i)
the LTV Ratio for such Class of Certificates multiplied by the Appraised Current
Market Value of such  Aircraft (or with respect to any such  Aircraft  which has
suffered  an Event of Loss under and as defined  in the  relevant  Lease (in the
case of a Leased Aircraft) or Indenture (in the case of an Owned Aircraft),  the
amount of the  insurance  proceeds  paid to the related  Loan Trustee in respect
thereof to the extent then held by such Loan  Trustee  (and/or on deposit in the
Special  Payments  Account) or payable to such Loan Trustee in respect  thereof)
and (ii) the outstanding principal amount of the Equipment Notes secured by such
Aircraft after giving effect to any principal  payments of such Equipment  Notes
on or before such Distribution Date.

            "LTV RATIO" means for the Class A Certificates, 42.5%, for the Class
B Certificates, 53.0%, and for the Class C Certificates, 67.0%.




            "MINIMUM  SALE PRICE"  means,  with  respect to any  Aircraft or the
Equipment  Notes issued in respect of such Aircraft,  at any time, the lesser of
(a) 75% of the  Appraised  Current  Market  Value of such  Aircraft  and (b) the
aggregate outstanding principal amount of such Equipment Notes, plus accrued and
unpaid interest thereon.

            "MOODY'S" means Moody's Investors Service, Inc.

            "NEW AIRCRAFT" shall have the meaning set forth in the Note Purchase
Agreement.

            "NON-CONTROLLING PARTY" means, at any time, any Trustee or Liquidity
Provider which is not the Controlling Party at such time.

            "NON-EXTENDED  FACILITY"  has the  meaning  assigned to such term in
Section 3.6(d).

            "NON-EXTENSION  DRAWING"  has the  meaning  assigned to such term in
Section 3.6(d).

            "NON-PERFORMING  EQUIPMENT  NOTE"  means an  Equipment  Note  issued
pursuant to an Indenture that is not a Performing Equipment Note.

            "NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement dated as
of the date hereof,  among  Continental,  each Trustee,  the Escrow  Agent,  the
Subordination Agent and the Paying Agent.

            "OFFICER'S  CERTIFICATE" of any Person means a certification  signed
by a Responsible Officer of such Person.

            "OPERATIVE   AGREEMENTS"   means  this   Agreement,   the  Liquidity
Facilities,  the Indentures,  the Trust Agreements,  the Underwriting Agreement,
the Financing  Agreements,  the Leases,  the Fee Letter, the Equipment Notes and
the Certificates,  together with all exhibits and schedules included with any of
the foregoing.

            "OUTSTANDING"  means,  when  used  with  respect  to each  Class  of
Certificates,  as of the date of  determination,  all Certificates of such Class
theretofore  authenticated  and  delivered  under the related  Trust  Agreement,
except:

            (i) Certificates of such Class theretofore canceled by the Registrar
      (as  defined  in  such  Trust  Agreement)  or  delivered  to  the  Trustee
      thereunder or such Registrar for cancellation;

           (ii)  Certificates  of such Class for which  money in the full amount
      required to make the final  distribution with respect to such Certificates
      pursuant to Section  11.01 of such Trust  Agreement  has been  theretofore
      deposited  with the  related  Trustee  in trust  for the  holders  of such
      Certificates as provided in Section 4.01 of such Trust  Agreement  pending



      distribution  of such money to such  Certificateholders  pursuant  to such
      final distribution payment; and

          (iii)  Certificates  of such Class in exchange for or in lieu of which
      other  Certificates have been authenticated and delivered pursuant to such
      Trust Agreement;

PROVIDED,  HOWEVER,  that in  determining  whether the holders of the  requisite
Outstanding  amount  of  such  Certificates  have  given  any  request,  demand,
authorization,  direction, notice, consent or waiver hereunder, any Certificates
owned by Continental or any of its  Affiliates  shall be disregarded  and deemed
not to be Outstanding, except that, in determining whether such Trustee shall be
protected in relying upon any such request,  demand,  authorization,  direction,
notice,  consent or waiver,  only  Certificates that such Trustee knows to be so
owned shall be so  disregarded.  Certificates so owned that have been pledged in
good faith may be regarded as  Outstanding  if the  pledgee  establishes  to the
satisfaction  of the  applicable  Trustee  the  pledgee's  right  so to act with
respect to such  Certificates  and that the pledgee is not Continental or any of
its Affiliates.

            "OVERDUE SCHEDULED PAYMENT" means any Scheduled Payment which is not
in fact received by the Subordination Agent within five days after the Scheduled
Payment Date relating thereto.

            "OWNED  AIRCRAFT"  has the  meaning  assigned  to  such  term in the
preliminary statements of this Agreement.

            "OWNED  AIRCRAFT  INDENTURE"  means,  with  respect  to  each  Owned
Aircraft, the Indenture pertaining to such Aircraft.

            "OWNER TRUSTEE" means, with respect to any Indenture pertaining to a
Leased  Aircraft,  the Owner Trustee (as defined  therein) not in its individual
capacity but solely as trustee under the related owner trust agreement, together
with any successor trustee appointed pursuant to such owner trust agreement.

            "PARTICIPATION AGREEMENT" means, with respect to each Indenture, the
"Participation Agreement" referred to therein.

            "PAYEE" has the meaning assigned to such term in Section 2.4(e).

            "PAYING AGENT" means Wilmington Trust Company, as paying agent under
each Escrow and Paying Agent  Agreement,  together  with its  successors in such
capacity.

            "PERFORMING  EQUIPMENT NOTE" means an Equipment Note issued pursuant
to an  Indenture  with  respect to which no payment  default has occurred and is
continuing  (without  giving effect to any  Acceleration);  PROVIDED that in the
event of a bankruptcy  proceeding  involving  Continental  under Title 11 of the
United States Code (the  "BANKRUPTCY  CODE"),  (i) any payment default  existing
during the 60-day period under Section  1110(a)(1)(A) of the Bankruptcy Code (or



such longer period as may apply under Section  1110(b) of the  Bankruptcy  Code)
(the "SECTION 1110 PERIOD") shall not be taken into consideration, unless during
the Section 1110 Period the trustee in such proceeding or Continental refuses to
assume or agree to  perform  its  obligations  under the Lease  related  to such
Equipment Note (in the case of a Leased Aircraft) or under the Indenture related
to such Equipment  Note (in the case of an Owned  Aircraft) and (ii) any payment
default occurring after the date of the order of relief in such proceeding shall
not be taken into  consideration  if such payment default is cured under Section
1110(a)(1)(B)  of the Bankruptcy Code before the later of 30 days after the date
of such default or the expiration of the Section 1110 Period.

            "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.

            "PERSON"  means  any  individual,  corporation,  partnership,  joint
venture,  association,  limited liability company,  joint-stock company,  trust,
trustee,  unincorporated  organization  or government or any agency or political
subdivision thereof.

            "POOL BALANCE" means, with respect to each Trust or the Certificates
issued by any Trust,  as of any date, (i) the original  aggregate face amount of
the  Certificates  of such Trust LESS (ii) the aggregate  amount of all payments
made in respect  of the  Certificates  of such  Trust or in respect of  Deposits
relating  to such Trust  other than  payments  made in  respect of  interest  or
premium  thereon  or  reimbursement  of any costs  and  expenses  in  connection
therewith. The Pool Balance for each Trust or for the Certificates issued by any
Trust 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 held in such
Trust and the distribution thereof to be made on that date.

            "PROCEEDING"  means  any  suit in  equity,  action  at law or  other
judicial or administrative proceeding.

            "PTC EVENT OF DEFAULT" means,  with respect to each Trust Agreement,
the  failure to pay within 10  Business  Days of the due date  thereof:  (i) the
outstanding  Pool Balance of the applicable  Class of  Certificates on the Final
Legal Distribution Date for such Class or (ii) interest due on such Certificates
on any  Distribution  Date  (unless the  Subordination  Agent shall have made an
Interest Drawing, or a withdrawal from the Cash Collateral Account, with respect
thereto in an aggregate  amount  sufficient  to pay such interest and shall have
distributed such amount to the Trustee entitled thereto).

            "RATING AGENCIES" means, collectively,  at any time, each nationally
recognized   rating  agency  which  shall  have  been   requested  to  rate  the
Certificates and which shall then be rating the Certificates. The initial Rating
Agencies will be Moody's and Standard & Poor's.

            "RATINGS CONFIRMATION" means, with respect to any action proposed to
be taken,  a written  confirmation  from each of the Rating  Agencies  that such
action  would  not  result in (i) a  reduction  of the  rating  for any Class of



Certificates  below the then current  rating for such Class of  Certificates  or
(ii) a withdrawal or suspension of the rating of any Class of Certificates.

            "REGULAR  DISTRIBUTION  DATES"  means each  February 2 and August 2,
commencing on August 2, 1999; PROVIDED, HOWEVER, that, if any such day shall not
be a Business Day, the related distribution shall be made on the next succeeding
Business Day without additional interest.

            "REPLACEMENT  LIQUIDITY FACILITY" means, for any Liquidity Facility,
an irrevocable  revolving credit agreement (or agreements) in substantially  the
form of the replaced Liquidity Facility,  including reinstatement provisions, or
in such other form  (which may  include a letter of credit) as shall  permit the
Rating  Agencies to confirm in writing their  respective  ratings then in effect
for the related  Certificates  (before downgrading of such ratings, if any, as a
result of the  downgrading  of the  applicable  Liquidity  Provider),  in a face
amount (or in an aggregate face amount) equal to the amount of interest  payable
on the  Certificates  of such Trust (at the Stated Interest Rate for such Trust,
and without regard to expected future  principal  payments) on the three Regular
Distribution  Dates following the date of replacement of such Liquidity Facility
and issued by a Person (or Persons)  having  unsecured  short-term  debt ratings
issued by both Rating  Agencies  which are equal to or higher than the Threshold
Rating.  Without  limitation of the form that a Replacement  Liquidity  Facility
otherwise may have pursuant to the preceding sentence,  a Replacement  Liquidity
Facility for any Class of Certificates may have a stated expiration date earlier
than  15 days  after  the  Final  Legal  Distribution  Date  of  such  Class  of
Certificates  so long as such  Replacement  Liquidity  Facility  provides  for a
Non-Extension Drawing as contemplated by Section 3.6(d) hereof.

            "REPLACEMENT  LIQUIDITY  PROVIDER"  means a Person (or  Persons) who
issues a Replacement Liquidity Facility.

            "REQUIRED AMOUNT" means, with respect to each Liquidity Facility, or
the  Cash  Collateral  Account,  for  any  Class,  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  related  Class of  Certificates,  that  would be
payable on such Class of  Certificates on each of the three  successive  Regular
Distribution  Dates immediately  following such day or, if such day is a Regular
Distribution  Date,  on such day and the  succeeding  two  Regular  Distribution
Dates, in each case calculated on the basis of the Pool Balance of such Class of
Certificates  on such date and  without  regard to expected  future  payments of
principal on such Class of Certificates.

            "RESPONSIBLE  OFFICER"  means (i) with respect to the  Subordination
Agent  and  each  of  the  Trustees,   any  officer  in  the   corporate   trust
administration  department  of the  Subordination  Agent or such  Trustee or any
other officer customarily performing functions similar to those performed by the
Persons  who at the time shall be such  officers,  respectively,  or to whom any
corporate  trust matter is referred  because of his knowledge of and familiarity
with a particular subject, and (ii) with respect to each Liquidity Provider, any
authorized officer of such Liquidity Provider.




            "SCHEDULED  PAYMENT" means,  with respect to any Equipment Note, (i)
any  payment of  principal  or interest  on such  Equipment  Note (other than an
Overdue  Scheduled  Payment) due from the obligor thereon or (ii) any payment of
interest on the  corresponding  Class of Certificates with funds drawn under any
Liquidity Facility, which payment represents the installment of principal at the
stated  maturity of such  installment of principal on such  Equipment  Note, the
payment of regularly  scheduled  interest accrued on the unpaid principal amount
of such  Equipment  Note,  or both;  PROVIDED  that any payment of principal of,
premium,  if any, or interest  resulting  from the redemption or purchase of any
Equipment Note shall not constitute a Scheduled Payment.

            "SCHEDULED  PAYMENT  DATE"  means,  with  respect  to any  Scheduled
Payment, the date on which such Scheduled Payment is scheduled to be made.

            "SECTION 2.4(B)  FRACTION" has the meaning  assigned to such term in
Section 2.4(b).

            "SERIES A EQUIPMENT NOTES" means the 6.545% Series A Equipment Notes
issued pursuant to any Indenture by the related Owner Trustee or Continental, as
the case may be, and authenticated by the Loan Trustee thereunder,  and any such
Equipment Notes issued in exchange  therefor or replacement  thereof pursuant to
the terms of such Indenture.

            "SERIES B EQUIPMENT NOTES" means the 6.795% Series B Equipment Notes
issued pursuant to any Indenture by the related Owner Trustee or Continental, as
the case may be, and authenticated by the Loan Trustee thereunder,  and any such
Equipment Notes issued in exchange  therefor or replacement  thereof pursuant to
the terms of such Indenture.

            "SERIES C EQUIPMENT NOTES" means the 6.954% Series C Equipment Notes
issued pursuant to any Indenture by the related Owner Trustee or Continental, as
the case may be, and authenticated by the Loan Trustee thereunder,  and any such
Equipment Notes issued in exchange  therefor or replacement  thereof pursuant to
the terms of such Indenture.

            "SERIES D EQUIPMENT  NOTES" means  equipment  notes,  if any, issued
pursuant to any Indenture by the related Owner  Trustee or  Continental,  as the
case may be, and authenticated by the Loan Trustee thereunder, and designated as
"Series D" thereunder,  and any such equipment notes issued in exchange therefor
or replacement thereof pursuant to the terms of such Indenture.

            "SPECIAL  DISTRIBUTION  DATE"  means,  with  respect to any  Special
Payment,  the date chosen by the Subordination  Agent pursuant to Section 2.4(a)
for the distribution of such Special Payment in accordance with this 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 Leased Aircraft Indenture) or Collateral (as defined in each
Owned Aircraft Indenture).




            "SPECIAL  PAYMENTS  ACCOUNT"  means  the  Eligible  Deposit  Account
created pursuant to Section 2.2 as a sub-account to the Collection Account.

            "STANDARD & POOR'S"  means  Standard & Poor's  Ratings  Services,  a
division of The McGraw-Hill Companies, Inc.

            "STATED  AMOUNT" with respect to any Liquidity  Facility,  means the
Maximum  Commitment  (as defined in such  Liquidity  Facility) of the applicable
Liquidity Provider thereunder.

            "STATED  EXPIRATION  DATE"  has the  meaning  specified  in  Section
3.6(d).

            "STATED  INTEREST  RATE"  means  (i)  with  respect  to the  Class A
Certificates,  6.545% per annum,  (ii) with respect to the Class B Certificates,
6.795% per annum, and (iii) with respect to the Class C Certificates, 6.954% per
annum.

            "SUBORDINATION  AGENT"  has  the  meaning  assigned  to  it  in  the
preliminary statements to this Agreement.

            "SUBORDINATION   AGENT  INCUMBENCY   CERTIFICATE"  has  the  meaning
assigned to such term in Section 2.5(a).

            "SUBORDINATION  AGENT  REPRESENTATIVES"  has the meaning assigned to
such term in Section 2.5(a).

            "SUBSTITUTE  AIRCRAFT"  shall have the meaning set forth in the Note
Purchase Agreement.

            "SUCCESSOR TRUSTS" means,  collectively,  Continental  Airlines Pass
Through Trust 1999-1A-S,  Continental  Airlines Pass Through Trust 1999-1B-S and
Continental Airlines Pass Through Trust 1999-1C-S.

            "TAX" and  "TAXES"  mean any and all taxes,  fees,  levies,  duties,
tariffs,  imposts,  and other  charges  of any kind  (together  with any and all
interest,  penalties,  loss, damage,  liability,  expense,  additions to tax and
additional amounts or costs incurred or imposed with respect thereto) imposed or
otherwise  assessed  by the United  States of America or by any state,  local or
foreign  government  (or any  subdivision  or agency  thereof)  or other  taxing
authority,  including,  without  limitation:  taxes or other  charges on or with
respect  to income,  franchises,  windfall  or other  profits,  gross  receipts,
property,  sales,  use,  capital stock,  payroll,  employment,  social security,
workers'  compensation,  unemployment  compensation,  or net worth  and  similar
charges;  taxes or other  charges  in the  nature  of  excise,  withholding,  ad
valorem, stamp, transfer, value added, taxes on goods and services, gains taxes,
license,  registration and  documentation  fees,  customs duties,  tariffs,  and
similar charges.




            "TAX  LETTER"  means,  collectively,  each of the three Tax Letters,
dated as of the date  hereof,  between  Continental  and the  initial  Liquidity
Provider with respect to the Liquidity  Facilities  and all tax letters  entered
into between Continental and any Replacement Liquidity Provider.

            "TERMINATION  NOTICE" with respect to any Liquidity Facility has the
meaning assigned to such term in such Liquidity Facility.

            "THRESHOLD RATING" means the short-term unsecured debt rating of P-1
by Moody's and A-1+ by  Standard & Poor's,  in the case of the Class A Liquidity
Provider and the Class B Liquidity Provider,  and the short-term  unsecured debt
rating of P-1 by Moody's and A-1 by Standard & Poor's,  in the case of the Class
C Liquidity Provider.

            "TRANSFER"   means,  with  respect  to  any  particular  Trust,  the
transfers  contemplated by the Assignment and Assumption  Agreement with respect
to such Trust.

            "TREASURY  REGULATIONS"  means  regulations,  including  proposed or
temporary regulations, promulgated under the Code. References herein to specific
provisions  of  proposed  or  temporary   regulations  shall  include  analogous
provisions  of  final   Treasury   Regulations  or  other   successor   Treasury
Regulations.

            "TRIGGERING  EVENT" means (x) the occurrence of an Indenture Default
under all of the Indentures  resulting in a PTC Event of Default with respect to
the most senior Class of Certificates then Outstanding,  (y) the Acceleration of
all of the  outstanding  Equipment  Notes  (PROVIDED  that,  with respect to the
period prior to the Delivery Period Expiry Date, the aggregate principal balance
of such Equipment Notes is in excess of $300,000,000) or (z) the occurrence of a
Continental Bankruptcy Event.

            "TRUST"  means  any of the  Class A Trust,  the Class B Trust or the
Class C Trust.

            "TRUST  ACCOUNTS"  has the meaning  assigned to such term in Section
2.2(a).

            "TRUST  AGREEMENT"  means  any of the Class A Trust  Agreement,  the
Class B Trust Agreement or the Class C Trust Agreement.

            "TRUST  PROPERTY"  with  respect to any Trust,  has the  meaning set
forth in the Trust Agreement for such Trust.

            "TRUSTEE"  means any of the Class A Trustee,  the Class B Trustee or
the Class C Trustee.

            "TRUSTEE  INCUMBENCY  CERTIFICATE"  has the meaning assigned to such
term in Section 2.5(b).




            "TRUSTEE  REPRESENTATIVES"  has the meaning assigned to such term in
Section 2.5(b).

            "UNDERWRITERS" means Credit Suisse First Boston Corporation,  Morgan
Stanley & Co.  Incorporated,  Chase  Securities Inc.,  Goldman,  Sachs & Co. and
Salomon Smith Barney Inc.

            "UNDERWRITING  AGREEMENT"  means the  Underwriting  Agreement  dated
January  21,  1999  among the  Underwriters  and  Continental,  relating  to the
purchase of the  Certificates by the  Underwriters,  as the same may be amended,
supplemented  or otherwise  modified  from time to time in  accordance  with its
terms.

            "WITHDRAWAL NOTICE" has the meaning specified in Section 3.6(d).

            "WRITTEN NOTICE" means, from the Subordination Agent, any Trustee or
Liquidity   Provider,   a  written   instrument   executed  by  the   Designated
Representative  of such Person.  An invoice  delivered  by a Liquidity  Provider
pursuant to Section 3.1 in accordance with its normal invoicing procedures shall
constitute Written Notice under such Section.

            "WTC"  has the  meaning  assigned  to such  term in the  recital  of
parties to this Agreement.


                                   ARTICLE II

                        TRUST ACCOUNTS; CONTROLLING PARTY

            SECTION 2.1.  AGREEMENT  TO TERMS OF  SUBORDINATION;  PAYMENTS  FROM
MONIES  RECEIVED ONLY. (a) Each Trustee  hereby  acknowledges  and agrees to the
terms of  subordination  and distribution set forth in this Agreement in respect
of each Class of  Certificates  and agrees to enforce such  provisions and cause
all payments in respect of the Equipment  Notes and the Liquidity  Facilities to
be applied in accordance  with the terms of this  Agreement.  In addition,  each
Trustee  hereby  agrees to cause the  Equipment  Notes  purchased by the related
Trust to be registered in the name of the Subordination Agent or its nominee, as
agent and trustee  for such  Trustee,  to be held in trust by the  Subordination
Agent  solely  for  the  purpose  of   facilitating   the   enforcement  of  the
subordination and other provisions of this Agreement.

            (b) Except as otherwise  expressly  provided in the next  succeeding
sentence of this Section 2.1, all payments to be made by the Subordination Agent
hereunder  shall  be made  only  from  amounts  received  by it that  constitute
Scheduled  Payments,  Special  Payments,  payments  under  Section  8.1  of  the
Participation Agreements with respect to Owned Aircraft,  payments under Section
9.1 of the Participation  Agreements with respect to Leased Aircraft or payments
under Section 6 of the Note Purchase Agreement,  and only to the extent that the
Subordination  Agent shall have received sufficient income or proceeds therefrom
to enable it to make such payments in accordance with the terms hereof.  Each of
the Trustees and the Subordination  Agent hereby agrees and, as provided in each
Trust Agreement, each Certificateholder, by its acceptance of a Certificate, and
each Liquidity Provider,  by entering into the Liquidity Facility to which it is



a party,  has agreed to look solely to such amounts to the extent  available for
distribution  to it as provided in this  Agreement and to the relevant  Deposits
and that none of the Trustees, Owner Trustees, Loan Trustees, Owner Participants
nor the Subordination  Agent is personally liable to any of them for any amounts
payable  or any  liability  under  this  Agreement,  any  Trust  Agreement,  any
Liquidity Facility or such Certificate, except (in the case of the Subordination
Agent)  as  expressly  provided  herein  or (in  the  case of the  Trustees)  as
expressly provided in each Trust Agreement or (in the case of the Owner Trustees
and the Loan Trustees) as expressly provided in any Operative Agreement.

            SECTION  2.2.  TRUST  ACCOUNTS.  (a)  Upon  the  execution  of  this
Agreement,  the Subordination Agent shall establish and maintain in its name (i)
the Collection  Account as an Eligible  Deposit  Account,  bearing a designation
clearly  indicating that the funds  deposited  therein are held in trust for the
benefit of the Trustees, the Certificateholders and the Liquidity Providers, and
(ii) as a sub-account in the Collection Account, the Special Payments Account as
an Eligible Deposit Account,  bearing a designation  clearly indicating that the
funds deposited  therein are held in trust for the benefit of the Trustees,  the
Certificateholders  and the Liquidity  Providers.  The Subordination Agent shall
establish and maintain the Cash  Collateral  Accounts  pursuant to and under the
circumstances  set forth in Section 3.6(f) hereof.  Upon such  establishment and
maintenance  under Section 3.6(f) hereof,  the Cash  Collateral  Accounts shall,
together with the Collection Account, constitute the "TRUST ACCOUNTS" hereunder.

            (b) Funds on deposit in the Trust  Accounts  shall be  invested  and
reinvested by the Subordination  Agent in Eligible  Investments  selected by the
Subordination  Agent  if such  investments  are  reasonably  available  and have
maturities  no later than the earlier of (i) 90 days  following the date of such
investment  and  (ii)  the  Business  Day  immediately   preceding  the  Regular
Distribution  Date or the date of the related  distribution  pursuant to Section
2.4 hereof,  as the case may be,  next  following  the date of such  investment;
PROVIDED,  HOWEVER,  that  following  the  making of a  Downgrade  Drawing  or a
Non-Extension  Drawing under any Liquidity  Facility,  the  Subordination  Agent
shall invest and reinvest such amounts in Eligible  Investments at the direction
of Continental (or, if and to the extent so specified to the Subordination Agent
by Continental with respect to any Liquidity  Facility,  the Liquidity  Provider
with  respect to such  Liquidity  Facility);  PROVIDED  FURTHER,  HOWEVER,  that
following the making of a Downgrade  Drawing or Non-Extension  Drawing under any
initial Liquidity  Facility,  the Subordination  Agent shall invest and reinvest
the  amounts in the Cash  Collateral  Account  with  respect  to such  Liquidity
Facility in Eligible  Investments  pursuant to the written  instructions  of the
Liquidity Provider funding such Drawing;  PROVIDED FURTHER,  HOWEVER,  that upon
the  occurrence  and  during  the  continuation  of  a  Triggering   Event,  the
Subordination  Agent shall invest and reinvest such amounts in  accordance  with
the written  instructions of the Controlling Party.  Unless otherwise  expressly
provided in this  Agreement  (including,  without  limitation,  with  respect to
Investment  Earnings  on amounts on  deposit  in the Cash  Collateral  Accounts,
Section  3.6(f)  hereof),  any  Investment  Earnings  shall be  deposited in the
Collection Account when received by the Subordination Agent and shall be applied
by the Subordination Agent in the same manner as the other amounts on deposit in
the Collection Account are to be applied and any losses shall be charged against
the principal amount  invested,  in each case net of the  Subordination  Agent's
reasonable fees and expenses in making such investments. The Subordination Agent



shall not be liable for any loss resulting from any investment,  reinvestment or
liquidation required to be made under this Agreement other than by reason of its
willful  misconduct  or gross  negligence.  Eligible  Investments  and any other
investment  required  to be made  hereunder  shall be held to  their  maturities
except that any such  investment may be sold (without regard to its maturity) by
the Subordination Agent without instructions  whenever such sale is necessary to
make a  distribution  required  under  this  Agreement.  Uninvested  funds  held
hereunder shall not earn or accrue interest.

            (c) The  Subordination  Agent  shall  possess  all right,  title and
interest in all funds on deposit from time to time in the Trust  Accounts and in
all  proceeds  thereof  (including  all  income  thereon,  except  as  otherwise
expressly  provided  herein  with  respect to  Investment  Earnings).  The Trust
Accounts  shall be held in  trust  by the  Subordination  Agent  under  the sole
dominion and control of the Subordination Agent for the benefit of the Trustees,
the Certificateholders  and the Liquidity Providers,  as the case may be. If, at
any time, any of the Trust Accounts  ceases to be an Eligible  Deposit  Account,
the  Subordination  Agent shall within 10 Business Days (or such longer  period,
not to exceed 30  calendar  days,  to which  each  Rating  Agency  may  consent)
establish a new Collection Account,  Special Payments Account or Cash Collateral
Account,  as the case may be, as an Eligible  Deposit Account and shall transfer
any cash and/or any investments to such new Collection Account, Special Payments
Account  or Cash  Collateral  Account,  as the case may be. So long as WTC is an
Eligible Institution, the Trust Accounts shall be maintained with it as Eligible
Deposit Accounts.

            SECTION 2.3. DEPOSITS TO THE COLLECTION ACCOUNT AND SPECIAL PAYMENTS
ACCOUNT. (a) The Subordination Agent shall, upon receipt thereof, deposit in the
Collection Account all Scheduled Payments received by it.

            (b) The  Subordination  Agent  shall,  on each date when one or more
Special Payments are made to the Subordination  Agent as holder of the Equipment
Notes,  deposit in the Special  Payments  Account the  aggregate  amount of such
Special Payments.

            SECTION  2.4.  DISTRIBUTIONS  OF  SPECIAL  PAYMENTS.  (a)  NOTICE OF
SPECIAL PAYMENT. Except as provided in Section 2.4(e) below, upon receipt by the
Subordination  Agent, as registered holder of the Equipment Notes, of any notice
of a Special Payment (or, in the absence of any such notice, upon receipt by the
Subordination  Agent  of a  Special  Payment),  the  Subordination  Agent  shall
promptly give notice  thereof to each Trustee and the Liquidity  Providers.  The
Subordination  Agent shall  promptly  calculate the amount of the  redemption or
purchase of Equipment Notes or the amount of any Overdue Scheduled  Payment,  as
the case may be, comprising such Special Payment under the applicable  Indenture
or Indentures  and shall  promptly send to each Trustee a Written Notice of such
amount and the amount  allocable to each Trust.  Such Written  Notice shall also
set the  distribution  date for such  Special  Payment (a "SPECIAL  DISTRIBUTION
DATE"),  which shall be the Business Day which immediately  follows the later to
occur of (x) the 15th day after the date of such Written  Notice or (y) the date
the Subordination Agent has received or expects to receive such Special Payment.
Amounts on deposit in the  Special  Payments  Account  shall be  distributed  in
accordance with Sections 2.4(b) and 2.4(c) hereof, as applicable.




            (b) REDEMPTIONS AND PURCHASES OF EQUIPMENT  NOTES. (i) So long as no
Triggering  Event  shall  have  occurred   (whether  or  not  continuing),   the
Subordination Agent shall make distributions  pursuant to this Section 2.4(b) of
amounts on deposit in the Special Payments Account on account of the redemption,
purchase (including, without limitation, a purchase resulting from a sale of the
Equipment  Notes  permitted  by Article IV hereof) or  prepayment  of all of the
Equipment Notes issued pursuant to an Indenture on the Special Distribution Date
for such Special Payment in the following order of priority:

            FIRST,  such  amount as shall be required to pay (A) all accrued and
      unpaid Liquidity  Expenses then in arrears plus (B) the product of (x) the
      aggregate  amount of all  accrued  and unpaid  Liquidity  Expenses  not in
      arrears to such Special  Distribution  Date  MULTIPLIED BY (y) a fraction,
      the numerator of which is the aggregate  outstanding  principal  amount of
      Equipment  Notes  being  redeemed,  purchased  or prepaid on such  Special
      Distribution   Date  and  the   denominator  of  which  is  the  aggregate
      outstanding  principal  amount of all Equipment Notes (the "SECTION 2.4(B)
      FRACTION"),  shall be distributed  to the Liquidity  Providers pro rata on
      the  basis of the  amount of  Liquidity  Expenses  owed to each  Liquidity
      Provider;

            SECOND,  such amount as shall be required to pay (A) all accrued and
      unpaid  interest  (including  interest  accrued and unpaid on any Interest
      Drawing or any  Applied  Provider  Advance  (as  defined in any  Liquidity
      Facility))  then in  arrears  on all  Liquidity  Obligations  plus (B) the
      product of (x) the aggregate  amount of all accrued and unpaid interest on
      all Liquidity Obligations not in arrears to such Special Distribution Date
      (at the rate provided in the applicable  Liquidity Facility) MULTIPLIED BY
      (y) the Section  2.4(b)  Fraction,  shall be  distributed to the Liquidity
      Providers  pro  rata  on  the  basis  of  the  amount  of  such  Liquidity
      Obligations owed to each Liquidity Provider;

            THIRD,  such amount as shall be required (A) if any Cash  Collateral
      Account had been previously  funded as provided in Section 3.6(f), to fund
      such Cash Collateral  Account up to its Required Amount shall be deposited
      in such Cash  Collateral  Account,  (B) if any  Liquidity  Facility  shall
      become a  Downgraded  Facility or a  Non-Extended  Facility at a time when
      unreimbursed  Interest Drawings under such Liquidity Facility have reduced
      the Available Amount  thereunder to zero, to deposit into the related Cash
      Collateral  Account  an  amount  equal to such Cash  Collateral  Account's
      Required  Amount shall be deposited in such Cash Collateral  Account,  and
      (C)  if,  with  respect  to any  particular  Liquidity  Facility,  neither
      subclause (A) nor subclause (B) of this clause "THIRD" are applicable,  to
      pay or  reimburse  the  Liquidity  Provider  in respect of such  Liquidity
      Facility  in an amount  equal to the amount of any  unreimbursed  Interest
      Drawings  under  such  Liquidity  Facility  shall be  distributed  to such
      Liquidity  Provider,  pro  rata on the  basis of the  amounts  of all such
      deficiencies  and/or  unreimbursed  Interest  Drawings  in respect of each
      Liquidity Provider;

            FOURTH, if, with respect to any particular  Liquidity Facility,  any
      amounts are to be distributed  pursuant to either  subclause (A) or (B) of
      clause  "THIRD"  above,  then the Liquidity  Provider with respect to such



      Liquidity  Facility  shall  be  paid  the  excess  of  (x)  the  aggregate
      outstanding  amount of  unreimbursed  Advances  (whether  or not then due)
      under  such  Liquidity  Facility  over  (y) the  Required  Amount  for the
      relevant  Class,  pro rata on the basis of such amounts in respect of each
      Liquidity Provider;

            FIFTH,  such  amount as shall be  required  to pay in full  Expected
      Distributions  to the  holders  of Class A  Certificates  on such  Special
      Distribution Date shall be distributed to the Class A Trustee;

            SIXTH,  such  amount as shall be  required  to pay in full  Expected
      Distributions  to the  holders  of Class B  Certificates  on such  Special
      Distribution Date shall be distributed to the Class B Trustee;

            SEVENTH,  such amount as shall be  required to pay in full  Expected
      Distributions  to the  holders  of Class C  Certificates  on such  Special
      Distribution Date shall be distributed to the Class C Trustee; and

            EIGHTH,  the  balance,  if any,  of such  Special  Payment  shall be
      transferred to the Collection  Account for distribution in accordance with
      Section 3.2 hereof.

For the  purposes  of this  Section  2.4(b),  clause  (x) of the  definition  of
"Expected  Distributions" shall be deemed to read as follows:  "(x) accrued, due
and unpaid  interest on such  Certificates  together with (without  duplication)
accrued  and  unpaid  interest  on a portion of such  Certificates  equal to the
outstanding  principal  amount of Equipment Notes being  redeemed,  purchased or
prepaid (immediately prior to such redemption,  purchase or prepayment), in each
case excluding interest, if any, payable with respect to the Deposits related to
such Trust,".

            (ii) Upon the  occurrence  of a  Triggering  Event  (whether  or not
continuing),  the Subordination Agent shall make distributions  pursuant to this
Section 2.4(b) of amounts on deposit in the Special  Payments Account on account
of the redemption or purchase of all of the Equipment  Notes issued  pursuant to
an  Indenture  on the  Special  Distribution  Date for such  Special  Payment in
accordance with Section 3.3 hereof.

            (c) OTHER SPECIAL PAYMENTS.  Except as provided in clause (e) below,
any amounts on deposit in the Special  Payments Account other than in respect of
amounts to be distributed pursuant to Section 2.4(b) shall be distributed on the
Special Distribution Date therefor in accordance with Article III hereof.

            (d) INVESTMENT OF AMOUNTS IN SPECIAL PAYMENTS  ACCOUNT.  Any amounts
on deposit in the Special  Payments  Account prior to the  distribution  thereof
pursuant to Section  2.4(b) or (c) shall be invested in accordance  with Section
2.2(b).  Investment  Earnings  on  such  investments  shall  be  distributed  in
accordance with Section 2.4(b) or (c), as the case may be.

            (e)  CERTAIN  PAYMENTS.  The  Subordination  Agent  will  distribute
promptly upon receipt thereof (i) any indemnity  payment received by it from the



Owner  Participant,  the Owner Trustee or Continental in respect of any Trustee,
any Liquidity  Provider,  any Paying Agent,  any  Depositary or any Escrow Agent
(collectively,  the  "PAYEES")  and (ii) any  compensation  (including,  without
limitation, any fees payable to any Liquidity Provider under Section 2.03 of any
Liquidity Facility) received by it from the Owner Participant, the Owner Trustee
or Continental under any Operative  Agreement in respect of any Payee,  directly
to the Payee entitled thereto.

            SECTION 2.5.  DESIGNATED  REPRESENTATIVES.  (a) With the delivery of
this Agreement, the Subordination Agent shall furnish to each Liquidity Provider
and each Trustee, and from time to time thereafter may furnish to each Liquidity
Provider and each Trustee, at the Subordination Agent's discretion,  or upon any
Liquidity  Provider's or Trustee's request (which request shall not be made more
than one time in any 12-month  period),  a certificate (a  "SUBORDINATION  AGENT
INCUMBENCY  CERTIFICATE") of a Responsible  Officer of the  Subordination  Agent
certifying as to the incumbency  and specimen  signatures of the officers of the
Subordination  Agent and the  attorney-in-fact  and agents of the  Subordination
Agent (the  "SUBORDINATION  AGENT  REPRESENTATIVES")  authorized to give Written
Notices on behalf of the  Subordination  Agent  hereunder.  Until each Liquidity
Provider  and  Trustee  receives a  subsequent  Subordination  Agent  Incumbency
Certificate,  it  shall be  entitled  to rely on the  last  Subordination  Agent
Incumbency Certificate delivered to it hereunder.

            (b) With the delivery of this Agreement,  each Trustee shall furnish
to the Subordination  Agent, and from time to time thereafter may furnish to the
Subordination  Agent, at such Trustee's  discretion,  or upon the  Subordination
Agent's  request  (which  request  shall  not be made  more than one time in any
12-month  period),  a  certificate  (a "TRUSTEE  INCUMBENCY  CERTIFICATE")  of a
Responsible Officer of such Trustee certifying as to the incumbency and specimen
signatures of the officers of such Trustee and the  attorney-in-fact  and agents
of such  Trustee  (the  "TRUSTEE  REPRESENTATIVES")  authorized  to give Written
Notices  on behalf of such  Trustee  hereunder.  Until the  Subordination  Agent
receives a subsequent  Trustee Incumbency  Certificate,  it shall be entitled to
rely on the last Trustee Incumbency Certificate delivered to it hereunder.

            (c) With the delivery of this  Agreement,  each  Liquidity  Provider
shall furnish to the  Subordination  Agent, and from time to time thereafter may
furnish to the Subordination Agent, at such Liquidity Provider's discretion,  or
upon the  Subordination  Agent's  request  (which request shall not be made more
than  one  time in any  12-month  period),  a  certificate  (an  "LP  INCUMBENCY
CERTIFICATE") of any Responsible  Officer of such Liquidity Provider  certifying
as to the incumbency and specimen  signatures of any officer,  attorney-in-fact,
agent or other  designated  representative  of such Liquidity  Provider (the "LP
REPRESENTATIVES"  and, together with the Subordination Agent Representatives and
the Trustee  Representatives,  the "DESIGNATED  REPRESENTATIVES")  authorized to
give Written Notices on behalf of such Liquidity Provider  hereunder.  Until the
Subordination Agent receives a subsequent LP Incumbency Certificate, it shall be
entitled  to  rely  on  the  last  LP  Incumbency  Certificate  delivered  to it
hereunder.

            SECTION 2.6.  CONTROLLING  PARTY. (a) The Trustees and the Liquidity
Providers  hereby agree that,  with respect to any  Indenture at any given time,
the Loan Trustee  thereunder will be directed (i) in taking,  or refraining from



taking,  any action under such Indenture or with respect to the Equipment  Notes
issued  thereunder,  so  long  as no  Indenture  Default  has  occurred  and  is
continuing thereunder,  by the holders of at least a majority of the outstanding
principal  amount of such  Equipment  Notes  (provided  that, for so long as the
Subordination  Agent  is the  registered  holder  of the  Equipment  Notes,  the
Subordination Agent shall act with respect to this clause (i) in accordance with
the  directions of the Trustees (in the case of each such Trustee,  with respect
to the Equipment Notes issued under such Indenture and held as Trust Property of
such Trust)  constituting,  in the  aggregate,  directions  with respect to such
principal amount of Equipment  Notes),  and (ii) after the occurrence and during
the continuance of an Indenture  Default  thereunder  (which,  in the case of an
Indenture pertaining to a Leased Aircraft,  has not been cured by the applicable
Owner Trustee or the applicable Owner  Participant,  if applicable,  pursuant to
Section 4.03 of such  Indenture),  in taking,  or  refraining  from taking,  any
action under such Indenture or with respect to such Equipment  Notes,  including
exercising  remedies  thereunder  (including  Accelerating  the Equipment  Notes
issued  thereunder  or  foreclosing  the  Lien  on the  Aircraft  securing  such
Equipment Notes), by the Controlling Party.

            (b) The Person who shall be the "CONTROLLING  PARTY" with respect to
any Indenture upon the occurrence of an Indenture  Default  thereunder shall be:
(x) the Class A Trustee;  (y) upon payment of Final Distributions to the holders
of Class A  Certificates,  the Class B  Trustee;  and (z) upon  payment of Final
Distributions to the holders of Class B Certificates,  the Class C Trustee.  For
purposes  of giving  effect  to the  foregoing,  the  Trustees  (other  than the
Controlling Party) irrevocably agree (and the Certificateholders (other than the
Certificateholders  represented  by the  Controlling  Party)  shall be deemed to
agree by virtue of their purchase of Certificates) that the Subordination Agent,
as record holder of the  Equipment  Notes,  shall  exercise its voting rights in
respect of the Equipment Notes as directed by the Controlling Party and any vote
so exercised shall be binding upon the Trustees and all Certificateholders.

            The  Subordination  Agent  shall give  written  notice to all of the
other  parties to this  Agreement  promptly upon a change in the identity of the
Controlling  Party. Each of the parties hereto agrees that it shall not exercise
any of the  rights  of the  Controlling  Party  at  such  time  as it is not the
Controlling Party hereunder;  PROVIDED,  HOWEVER,  that nothing herein contained
shall prevent or prohibit any Non-Controlling  Party from exercising such rights
as shall be  specifically  granted to such  Non-Controlling  Party hereunder and
under the other Operative Agreements.

            (c) Notwithstanding the foregoing,  at any time after 18 months from
the earlier to occur of (i) the date on which the entire  Available Amount under
any  Liquidity  Facility  shall have been  drawn  (for any  reason  other than a
Downgrade Drawing or a Non-Extension Drawing) and remain unreimbursed,  (ii) the
date on which  the  entire  amount of any  Downgrade  Drawing  or  Non-Extension
Drawing shall have become and remain  "Applied  Downgrade  Advances" or "Applied
Non-Extension  Advances",  as the  case may be,  under  and as  defined  in such
Liquidity  Facility and (iii) the date on which all  Equipment  Notes shall have
been  Accelerated  (PROVIDED  that,  with  respect  to the  period  prior to the
Delivery Period Expiry Date, such Equipment Notes have an aggregate  outstanding
principal balance of in excess of $300,000,000), the Liquidity Provider with the
highest  outstanding  amount of Liquidity  Obligations owed to it shall have the
right to elect,  by Written  Notice to the  Subordination  Agent and each of the



Trustees,  to  become  the  Controlling  Party  hereunder  with  respect  to any
Indenture at any time from and including the last day of such 18-month period.

            (d) The  exercise of remedies  by the  Controlling  Party under this
Agreement shall be expressly limited by Section 4.1(a)(ii) hereof.

            (e) The  Controlling  Party  shall not be  entitled  to  require  or
obligate any  Non-Controlling  Party to provide funds  necessary to exercise any
right or remedy hereunder.


                                   ARTICLE III

                      RECEIPT, DISTRIBUTION AND APPLICATION
                               OF AMOUNTS RECEIVED

            SECTION 3.1. WRITTEN NOTICE OF DISTRIBUTION.  (a) No later than 3:00
P.M. (New York City time) on the Business Day immediately preceding each Regular
Distribution  Date (or Special  Distribution Date for purposes of Section 2.4(b)
hereof,  as the case may be), each of the following Persons shall deliver to the
Subordination Agent a Written Notice setting forth the following  information as
at the close of business on such Business Day:

               (i) With respect to the Class A Certificates, the Class A Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clause "FIFTH" of Section 3.2 or 2.4(b), as the case may be, hereof;

              (ii) With respect to the Class B Certificates, the Class B Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clause "SIXTH" of Section 3.2 or 2.4(b), as the case may be, hereof;

             (iii) With respect to the Class C Certificates, the Class C Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clause "SEVENTH" of Section 3.2 or 2.4(b), as the case may be, hereof;

              (iv)  With  respect  to each  Liquidity  Facility,  the  Liquidity
      Provider  thereunder  shall separately set forth the amounts to be paid in
      accordance with clauses "FIRST", "SECOND", "THIRD" and "FOURTH" of Section
      3.2 or 2.4(b), as the case may be, hereof; and

               (v) Each  Trustee  shall  set  forth  the  amounts  to be paid in
      accordance with clause "EIGHTH" of Section 3.2 hereof.

The notices  required under this Section 3.1(a) may be in the form of a schedule
or  similar  document  provided  to  the  Subordination  Agent  by  the  parties
referenced therein or by any one of them, which schedule or similar document may
state  that,  unless  there  has been a  prepayment  of the  Certificates,  such



schedule or similar document is to remain in effect until any substitute  notice
or amendment  shall be given to the  Subordination  Agent by the party providing
such notice.

            (b)  Following   the   occurrence   of  a  Triggering   Event,   the
Subordination  Agent shall request the following  information from the following
Persons,  and each of the  following  Persons  shall,  upon the  request  of the
Subordination Agent, deliver a Written Notice to the Subordination Agent setting
forth for such Person the following information:

             (i) With respect to the Class A  Certificates,  the Class A Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clauses   "FIRST"   (to   reimburse   payments   made   by  the   Class  A
      Certificateholders  pursuant  to  subclause  (iii) of  clause  "FIRST"  of
      Section 3.3 hereof) and "SEVENTH" of Section 3.3 hereof;

            (ii) With respect to the Class B  Certificates,  the Class B Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clauses   "FIRST"   (to   reimburse   payments   made   by  the   Class  B
      Certificateholders  pursuant  to  subclause  (iii) of  clause  "FIRST"  of
      Section 3.3 hereof) and "EIGHTH" of Section 3.3 hereof;

           (iii) With respect to the Class C  Certificates,  the Class C Trustee
      shall  separately  set forth the  amounts  to be paid in  accordance  with
      clauses   "FIRST"   (to   reimburse   payments   made   by  the   Class  C
      Certificateholders  pursuant  to  subclause  (iii) of  clause  "FIRST"  of
      Section 3.3 hereof) and "NINTH" of Section 3.3 hereof;

            (iv) With respect to each Liquidity Facility, the Liquidity Provider
      thereunder  shall  separately  set forth the  amounts  to be paid to it in
      accordance  with  subclause  (iii) of clause "FIRST" of Section 3.3 hereof
      and clauses "SECOND", "THIRD", "FOURTH" and "FIFTH" of Section 3.3 hereof;
      and

             (v)  Each  Trustee  shall  set  forth  the  amounts  to be  paid in
      accordance with clause "SIXTH" of Section 3.3 hereof.

            (c) At such time as a Trustee  or a  Liquidity  Provider  shall have
received  all  amounts  owing  to  it  (and,  in  the  case  of a  Trustee,  the
Certificateholders  for which it is acting)  pursuant to Section 2.4, 3.2 or 3.3
hereof, as applicable,  and, in the case of a Liquidity Provider, its commitment
under the related  Liquidity  Facility  shall have  terminated or expired,  such
Person shall, by a Written Notice,  so inform the  Subordination  Agent and each
other party to this Agreement.

            (d) As provided in Section 6.5 hereof, the Subordination Agent shall
be fully  protected in relying on any of the  information set forth in a Written
Notice provided by any Trustee or any Liquidity  Provider pursuant to paragraphs
(a)  through  (c) above and shall  have no  independent  obligation  to  verify,
calculate or recalculate any amount set forth in any Written Notice delivered in
accordance with such paragraphs.




            (e)  Any  Written  Notice  delivered  by a  Trustee  or a  Liquidity
Provider, as applicable, pursuant to Section 3.1(a), 3.1(b) or 3.1(c) hereof, if
made  prior to 10:00  A.M.  (New York City  time) on any  Business  Day shall be
effective on the date  delivered (or if delivered  later on a Business Day or if
delivered on a day which is not a Business Day shall be effective as of the next
Business Day). Subject to the terms of this Agreement,  the Subordination  Agent
shall as promptly as practicable  comply with any such  instructions;  PROVIDED,
HOWEVER,  that any transfer of funds pursuant to any instruction  received after
10:00  A.M.  (New York City  time) on any  Business  Day may be made on the next
succeeding Business Day.

            (f) In the event the Subordination  Agent shall not receive from any
Person any information set forth in paragraph (a) or (b) above which is required
to enable the Subordination Agent to make a distribution to such Person pursuant
to Section  3.2 or 3.3  hereof,  the  Subordination  Agent  shall  request  such
information  and,  failing to receive any such  information,  the  Subordination
Agent shall not make such  distribution(s)  to such Person.  In such event,  the
Subordination Agent shall make distributions pursuant to clauses "FIRST" through
"NINTH" of Section 3.2 and clauses "FIRST" through "NINTH" of Section 3.3 to the
extent  it  shall  have  sufficient  information  to  enable  it  to  make  such
distributions, and shall continue to hold any funds remaining, after making such
distributions,  until  the  Subordination  Agent  shall  receive  all  necessary
information to enable it to distribute any funds so withheld.

            (g) On such  dates (but not more  frequently  than  monthly)  as any
Liquidity Provider or any Trustee shall request,  but in any event automatically
at the end of each calendar quarter,  the Subordination Agent shall send to such
party  a  written   statement   reflecting  all  amounts  on  deposit  with  the
Subordination Agent pursuant to Section 3.1(f) hereof.

            SECTION 3.2.  DISTRIBUTION  OF AMOUNTS ON DEPOSIT IN THE  COLLECTION
ACCOUNT.  Except as otherwise  provided in Sections  2.4,  3.1(f),  3.3, 3.4 and
3.6(b),  amounts on deposit in the  Collection  Account  (or, in the case of any
amount described in Section 2.4(c),  on deposit in the Special Payments Account)
shall be promptly distributed on each Regular Distribution Date (or, in the case
of any amount  described in Section  2.4(c),  on the Special  Distribution  Date
thereof)  in the  following  order  of  priority  and  in  accordance  with  the
information  provided to the  Subordination  Agent  pursuant  to Section  3.1(a)
hereof:

            FIRST,  such  amount as shall be  required  to pay all  accrued  and
      unpaid  Liquidity  Expenses  owed  to each  Liquidity  Provider  shall  be
      distributed to the Liquidity Providers pro rata on the basis of the amount
      of Liquidity Expenses owed to each Liquidity Provider;

            SECOND,  such  amount  as  shall  be  required  to pay in  full  the
      aggregate amount of interest accrued on all Liquidity  Obligations (at the
      rate, or in the amount, provided in the applicable Liquidity Facility) and
      unpaid shall be  distributed  to the  Liquidity  Providers pro rata on the
      basis of the amount of such Liquidity  Obligations  owed to each Liquidity
      Provider;




            THIRD,  such amount as shall be required (A) if any Cash  Collateral
      Account had been previously  funded as provided in Section 3.6(f), to fund
      such Cash Collateral  Account up to its Required Amount shall be deposited
      in such Cash  Collateral  Account,  (B) if any  Liquidity  Facility  shall
      become a  Downgraded  Facility or a  Non-Extended  Facility at a time when
      unreimbursed  Interest Drawings under such Liquidity Facility have reduced
      the Available Amount  thereunder to zero, to deposit into the related Cash
      Collateral  Account  an  amount  equal to such Cash  Collateral  Account's
      Required  Amount shall be deposited in such Cash Collateral  Account,  and
      (C)  if,  with  respect  to any  particular  Liquidity  Facility,  neither
      subclause (A) nor subclause (B) of this clause "THIRD" is  applicable,  to
      pay or  reimburse  the  Liquidity  Provider  in respect of such  Liquidity
      Facility  in an amount  equal to the amount of all  Liquidity  Obligations
      then due  under  such  Liquidity  Facility  (other  than  amounts  payable
      pursuant  to clause  "FIRST" or  "SECOND"  of this  Section  3.2) shall be
      distributed  to such  Liquidity  Provider,  pro  rata on the  basis of the
      amounts of all such deficiencies and/or unreimbursed Liquidity Obligations
      in respect of each Liquidity Provider;

            FOURTH, if, with respect to any particular  Liquidity Facility,  any
      amounts are to be distributed  pursuant to either  subclause (A) or (B) of
      clause  "THIRD"  above,  then the Liquidity  Provider with respect to such
      Liquidity  Facility  shall  be  paid  the  excess  of  (x)  the  aggregate
      outstanding  amount of  unreimbursed  Advances  (whether  or not then due)
      under  such  Liquidity  Facility  over  (y) the  Required  Amount  for the
      relevant  Class,  pro rata on the basis of such amounts in respect of each
      Liquidity Provider;

            FIFTH,  such  amount as shall be  required  to pay in full  Expected
      Distributions  to  the  holders  of  the  Class  A  Certificates  on  such
      Distribution Date shall be distributed to the Class A Trustee;

            SIXTH,  such  amount as shall be  required  to pay in full  Expected
      Distributions  to  the  holders  of  the  Class  B  Certificates  on  such
      Distribution Date shall be distributed to the Class B Trustee;

            SEVENTH,  such amount as shall be  required to pay in full  Expected
      Distributions  to  the  holders  of  the  Class  C  Certificates  on  such
      Distribution Date shall be distributed to the Class C Trustee;

            EIGHTH,  such  amount  as  shall  be  required  to pay in  full  the
      aggregate   unpaid  amount  of  fees  and  expenses  payable  as  of  such
      Distribution Date to the Subordination  Agent and each Trustee pursuant to
      the terms of this Agreement and the Trust Agreements,  as the case may be,
      shall be distributed to the Subordination Agent and such Trustee; and

            NINTH, the balance, if any, of any such amount remaining  thereafter
      shall  be  held  in the  Collection  Account  for  later  distribution  in
      accordance with this Article III.




            SECTION  3.3.   DISTRIBUTION  OF  AMOUNTS  ON  DEPOSIT  FOLLOWING  A
TRIGGERING  EVENT.  Except as otherwise  provided in Sections  3.1(f) and 3.6(b)
hereof,  upon the occurrence of a Triggering Event and at all times  thereafter,
all funds in the  Collection  Account or the Special  Payments  Account shall be
promptly  distributed  by the  Subordination  Agent  in the  following  order of
priority:

            FIRST,  such  amount  as  shall be  required  to  reimburse  (i) the
      Subordination  Agent for any  out-of-pocket  costs and  expenses  actually
      incurred by it (to the extent not previously reimbursed) in the protection
      of, or the  realization of the value of, the Equipment  Notes or any Trust
      Indenture  Estate,   shall  be  applied  by  the  Subordination  Agent  in
      reimbursement  of such  costs  and  expenses,  (ii) each  Trustee  for any
      amounts of the nature  described in clause (i) above actually  incurred by
      it under the  applicable  Trust  Agreement  (to the extent not  previously
      reimbursed), shall be distributed to such Trustee, and (iii) any Liquidity
      Provider or  Certificateholder  for  payments,  if any,  made by it to the
      Subordination  Agent or any  Trustee in respect  of amounts  described  in
      clause (i) above,  shall be distributed  to such Liquidity  Provider or to
      the applicable Trustee for the account of such Certificateholder,  in each
      such case,  pro rata on the basis of all amounts  described in clauses (i)
      through (iii) above;

            SECOND,  such  amount  remaining  as  shall be  required  to pay all
      accrued  and  unpaid  Liquidity  Expenses  shall  be  distributed  to each
      Liquidity  Provider  pro rata on the  basis  of the  amount  of  Liquidity
      Expenses owed to each Liquidity Provider;

            THIRD, such amount remaining as shall be required to pay accrued and
      unpaid interest on the Liquidity  Obligations as provided in the Liquidity
      Facilities shall be distributed to each Liquidity Provider pro rata on the
      basis of the  amount of such  accrued  and  unpaid  interest  owed to each
      Liquidity Provider;

            FOURTH,  such amount  remaining as shall be required (A) if any Cash
      Collateral  Account  had been  previously  funded as  provided  in Section
      3.6(f),  unless (i) a Performing  Note  Deficiency  exists and a Liquidity
      Event of Default shall have occurred and be continuing with respect to the
      relevant  Liquidity  Facility or (ii) a Final  Drawing shall have occurred
      with  respect to such  Liquidity  Facility,  to fund such Cash  Collateral
      Account up to its Required  Amount (less the amount of any  repayments  of
      Interest  Drawings under such Liquidity  Facility while  subclause  (A)(i)
      above is applicable)  shall be deposited in such Cash Collateral  Account,
      (B) if any  Liquidity  Facility  shall become a  Downgraded  Facility or a
      Non-Extended  Facility at a time when unreimbursed Interest Drawings under
      such Liquidity  Facility have reduced the Available  Amount  thereunder to
      zero, unless (i) a Performing Note Deficiency exists and a Liquidity Event
      of Default  shall have  occurred  and be  continuing  with  respect to the
      relevant  Liquidity  Facility or (ii) a Final  Drawing shall have occurred
      with respect to such Liquidity Facility,  to deposit into the related Cash
      Collateral  Account  an  amount  equal to such Cash  Collateral  Account's
      Required  Amount (less the amount of any  repayments of Interest  Drawings
      under such Liquidity  Facility while subclause (B)(i) above is applicable)
      shall be  deposited  in such Cash  Collateral  Account,  and (C) if,  with



      respect to any particular  Liquidity  Facility,  neither subclause (A) nor
      subclause (B) of this clause "fourth" are  applicable,  to pay in full the
      outstanding  amount  of all  Liquidity  Obligations  then due  under  such
      Liquidity Facility (other than amounts payable pursuant to clause "SECOND"
      or "THIRD" of this Section  3.3) shall be  distributed  to such  Liquidity
      Provider,  pro rata on the basis of the  amounts of all such  deficiencies
      and/or  unreimbursed  Liquidity  Obligations  in respect of each Liquidity
      Provider;

            FIFTH, if, with respect to any particular  Liquidity  Facility,  any
      amounts are to be distributed  pursuant to either  subclause (A) or (B) of
      clause  "FOURTH" above,  then the Liquidity  Provider with respect to such
      Liquidity  Facility  shall  be  paid  the  excess  of  (x)  the  aggregate
      outstanding  amount of  unreimbursed  Advances  (whether  or not then due)
      under  such  Liquidity  Facility  over  (y) the  Required  Amount  for the
      relevant  Class (less the amount of any  repayments  of Interest  Drawings
      under such Liquidity  Facility while  subclause  (A)(i) or (B)(i),  as the
      case may be,  of clause  "FOURTH"  above is  applicable),  pro rata on the
      basis of such amounts in respect of each Liquidity Provider;

            SIXTH,  such amount as shall be required to reimburse or pay (i) the
      Subordination  Agent for any Tax (other than Taxes imposed on compensation
      paid  hereunder),  expense,  fee,  charge or other loss incurred by or any
      other amount  payable to the  Subordination  Agent in connection  with the
      transactions   contemplated   hereby  (to  the   extent   not   previously
      reimbursed),  shall be applied by the Subordination Agent in reimbursement
      of such amount, (ii) each Trustee for any Tax (other than Taxes imposed on
      compensation  paid under the applicable Trust  Agreement),  expense,  fee,
      charge,  loss or any  other  amount  payable  to such  Trustee  under  the
      applicable  Trust  Agreements (to the extent not  previously  reimbursed),
      shall be distributed to such Trustee, and (iii) each Certificateholder for
      payments,  if any, made by it pursuant to Section 5.2 hereof in respect of
      amounts  described  in  clause  (i)  above,  shall be  distributed  to the
      applicable Trustee for the account of such Certificateholder, in each such
      case,  pro rata on the  basis of all  amounts  described  in  clauses  (i)
      through (iii) above;

            SEVENTH,  such amount  remaining as shall be required to pay in full
      Adjusted  Expected  Distributions  on the  Class A  Certificates  shall be
      distributed to the Class A Trustee;

            EIGHTH,  such amount  remaining  as shall be required to pay in full
      Adjusted  Expected  Distributions  on the  Class B  Certificates  shall be
      distributed to the Class B Trustee; and

            NINTH,  such  amount  remaining  as shall be required to pay in full
      Adjusted  Expected  Distributions  on the  Class C  Certificates  shall be
      distributed to the Class C Trustee.

            SECTION  3.4.  OTHER  PAYMENTS.  (a) Any  payments  received  by the
Subordination Agent for which no provision as to the application thereof is made
in this Agreement  shall be distributed  by the  Subordination  Agent (i) in the



order of  priority  specified  in  Section  3.3  hereof  and (ii) to the  extent
received or realized at any time after the Final Distributions for each Class of
Certificates have been made, in the manner provided in clause "first" of Section
3.3 hereof.

            (b) On any Interest Payment Date under each Liquidity Facility which
is not a Distribution  Date, the Subordination  Agent shall pay to the Liquidity
Provider  under such  Liquidity  Facility from, and to the extent of, amounts on
deposit in the  Collection  Account,  an amount  equal to the amount of interest
then due and payable to such Liquidity Provider under such Liquidity Facility.

            (c) Except as  otherwise  provided  in Section  3.3  hereof,  if the
Subordination  Agent receives any Scheduled  Payment after the Scheduled Payment
Date relating  thereto,  but prior to such payment becoming an Overdue Scheduled
Payment,  then the  Subordination  Agent shall deposit such Scheduled Payment in
the  Collection  Account  and  promptly  distribute  such  Scheduled  Payment in
accordance with the priority of  distributions  set forth in Section 3.2 hereof;
PROVIDED that,  for the purposes of this Section 3.4(c) only,  each reference in
clause  "EIGHTH" of Section 3.2 to  "Distribution  Date" shall be deemed to mean
the actual  date of payment of such  Scheduled  Payment  and each  reference  in
clause "FIFTH", "SIXTH" or "SEVENTH" of Section 3.2 to "Distribution Date" shall
be deemed to refer to such Scheduled Payment Date.

            SECTION 3.5.  PAYMENTS TO THE TRUSTEES AND THE LIQUIDITY  Providers.
Any amounts  distributed  hereunder to any Liquidity  Provider  shall be paid to
such Liquidity  Provider by wire transfer of funds to the address such Liquidity
Provider shall provide to the Subordination Agent. The Subordination Agent shall
provide  a Written  Notice  of any such  transfer  to the  applicable  Liquidity
Provider,  as the  case  may  be,  at the  time of such  transfer.  Any  amounts
distributed  hereunder by the Subordination Agent to any Trustee which shall not
be the same institution as the Subordination Agent shall be paid to such Trustee
by wire  transfer  funds  at the  address  such  Trustee  shall  provide  to the
Subordination Agent.

            SECTION 3.6. LIQUIDITY FACILITIES.  (a) INTEREST DRAWINGS. If on any
Distribution  Date, after giving effect to the subordination  provisions of this
Agreement,  the  Subordination  Agent  shall not have  sufficient  funds for the
payment of any amounts due and owing in respect of accrued interest on the Class
A  Certificates,  the Class B Certificates  or the Class C Certificates  (at the
Stated Interest Rate for such Class of  Certificates),  then, prior to 1:00 p.m.
(New York City time) on such Distribution  Date, the  Subordination  Agent shall
request a drawing (each such drawing, an "INTEREST DRAWING") under the Liquidity
Facility  with respect to such Class of  Certificates  in an amount equal to the
lesser of (i) an amount  sufficient  to pay the amount of such accrued  interest
(at the  Stated  Interest  Rate for such  Class  of  Certificates)  and (ii) the
Available Amount under such Liquidity Facility, and shall pay such amount to the
Trustee  with respect to such Class of  Certificates  in payment of such accrued
interest.

            (b) APPLICATION OF INTEREST  DRAWINGS.  Notwithstanding  anything to
the contrary  contained  in this  Agreement,  (i) all  payments  received by the
Subordination  Agent  in  respect  of an  Interest  Drawing  under  the  Class A
Liquidity Facility and all amounts withdrawn by the Subordination Agent from the



Class  A Cash  Collateral  Account,  and  payable  in each  case to the  Class A
Certificateholders or the Class A Trustee,  shall be promptly distributed to the
Class A  Trustee,  (ii) all  payments  received  by the  Subordination  Agent in
respect of an  Interest  Drawing  under the Class B Liquidity  Facility  and all
amounts  withdrawn by the  Subordination  Agent from the Class B Cash Collateral
Account, and payable in each case to the Class B Certificateholders or the Class
B Trustee,  shall be promptly  distributed to the Class B Trustee, and (iii) all
payments received by the  Subordination  Agent in respect of an Interest Drawing
under  the  Class  C  Liquidity  Facility  and  all  amounts  withdrawn  by  the
Subordination  Agent from the Class C Cash  Collateral  Account,  and payable in
each case to the Class C  Certificateholders  or the Class C  Trustee,  shall be
promptly distributed to the Class C Trustee.

            (c) DOWNGRADE DRAWINGS. If at any time the short-term unsecured debt
rating of any  Liquidity  Provider  issued by either Rating Agency is lower than
the applicable  Threshold Rating,  within 10 days after receiving notice of such
downgrading  (but not later than the expiration  date of the Liquidity  Facility
issued by the downgraded Liquidity Provider (the "DOWNGRADED  FACILITY")),  such
Liquidity  Provider  or  Continental  may arrange  for a  Replacement  Liquidity
Provider  to  issue  and  deliver  a  Replacement   Liquidity  Facility  to  the
Subordination  Agent.  If  a  Downgraded  Facility  has  not  been  replaced  in
accordance with the terms of this paragraph,  the Subordination  Agent shall, on
such 10th day (or if such 10th day is not a Business Day, on the next succeeding
Business Day) (or, if earlier, the expiration date of such Downgraded Facility),
request  a  drawing  in  accordance  with and to the  extent  permitted  by such
Downgraded  Facility (such drawing, a "DOWNGRADE  DRAWING") of all available and
undrawn amounts thereunder.  Amounts drawn pursuant to a Downgrade Drawing shall
be maintained and invested as provided in Section 3.6(f) hereof.  The applicable
Liquidity  Provider may also  arrange for a  Replacement  Liquidity  Provider to
issue and  deliver a  Replacement  Liquidity  Facility  at any time  after  such
Downgrade  Drawing so long as such Downgrade  Drawing has not been reimbursed in
full to such Liquidity Provider.

            (d) NON-EXTENSION  DRAWINGS.  If any Liquidity Facility with respect
to any Class of  Certificates  is  scheduled  to  expire on a date (the  "STATED
EXPIRATION  DATE")  prior to the date  that is 15 days  after  the  Final  Legal
Distribution Date for such Class of Certificates, then, no earlier than the 60th
day and no later than the 40th day prior to the then Stated Expiration Date, the
Subordination Agent shall request that such Liquidity Provider extend the Stated
Expiration  Date  until the  earlier of (i) the date which is 15 days after such
Final  Legal  Distribution  Date and (ii) the date  that is the day  immediately
preceding the 364th day oc