SPARE PARTS SECURITY AGREEMENT


                                      FROM


                           CONTINENTAL AIRLINES, INC.


                                       TO


                            WILMINGTON TRUST COMPANY,
                                As Security Agent


                          Dated as of December 6, 2002


                      Floating Rate Secured Notes due 2007

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                                TABLE OF CONTENTS

                                                                            PAGE

               ARTICLE 1 - DEFINITIONS AND RULES OF CONSTRUCTION

SECTION 1.01   DEFINITIONS.....................................................1
SECTION 1.02   RULES OF CONSTRUCTION...........................................1

                          ARTICLE 2 - SECURITY INTEREST

SECTION 2.01   GRANT OF SECURITY INTEREST......................................2

                   ARTICLE 3 - REPRESENTATIONS AND WARRANTIES

SECTION 3.01   ORGANIZATION; QUALIFICATION.....................................4
SECTION 3.02   CORPORATE AUTHORIZATION.........................................4
SECTION 3.03   NO VIOLATION....................................................5
SECTION 3.04   APPROVALS.......................................................5
SECTION 3.05   VALID AND BINDING AGREEMENTS....................................5
SECTION 3.06   REGISTRATION AND RECORDATION....................................5
SECTION 3.07   THE COMPANY'S LOCATION..........................................5
SECTION 3.08   COMPLIANCE WITH LAWS............................................6
SECTION 3.09   BROKER'S FEES...................................................6
SECTION 3.10   SECTION 1110....................................................6

                              ARTICLE 4 - COVENANTS

SECTION 4.01   NOTICE OF CHANGE OF LOCATION....................................6
SECTION 4.02   USE, POSSESSION AND DESIGNATED LOCATIONS........................6
SECTION 4.03   PERMITTED SALE OR DISPOSITIONS..................................7
SECTION 4.04   CERTAIN ASSURANCES..............................................8
SECTION 4.05   INDENTURE OBLIGATIONS...........................................8

                              ARTICLE 5 - INSURANCE

SECTION 5.01   APPLICATION OF INSURANCE PROCEEDS...............................8
SECTION 5.02   APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
               OR EVENT OF DEFAULT.............................................9

                              ARTICLE 6 - REMEDIES

SECTION 6.01   REMEDIES........................................................9
SECTION 6.02   APPLICATION OF PROCEEDS........................................11
SECTION 6.03   OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES................11
SECTION 6.04   REMEDIES CUMULATIVE............................................11
SECTION 6.05   DISCONTINUANCE OF PROCEEDINGS..................................12

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SECTION 6.06   WAIVER OF PAST DEFAULTS........................................12
SECTION 6.07   APPOINTMENT OF RECEIVER........................................12
SECTION 6.08   SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC........12

                           ARTICLE 7 - CASH COLLATERAL

SECTION 7.01   MAINTAINING THE CASH COLLATERAL................................13
SECTION 7.02   INVESTING OF CASH COLLATERAL...................................13
SECTION 7.03   RELEASE OF CASH COLLATERAL.....................................14

                           ARTICLE 8 - SECURITY AGENT

SECTION 8.01   SECURITY AGENT.................................................14

                            ARTICLE 9 - MISCELLANEOUS

SECTION 9.01   TERMINATION....................................................15
SECTION 9.02   BENEFITS OF SECURITY AGREEMENT RESTRICTED......................15
SECTION 9.03   CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
               CONTAINED THEREIN; BASIS THEREFOR..............................15
SECTION 9.04   APPRAISER'S CERTIFICATE........................................15
SECTION 9.05   NOTICES; WAIVER................................................15
SECTION 9.06   AMENDMENTS, ETC................................................16
SECTION 9.07   NO WAIVER......................................................16
SECTION 9.08   CONFLICT WITH TRUST INDENTURE ACT OF 1939......................17
SECTION 9.09   SUCCESSORS AND ASSIGNS.........................................17
SECTION 9.10   GOVERNING LAW..................................................17
SECTION 9.11   EFFECT OF HEADINGS.............................................17
SECTION 9.12   COUNTERPART ORIGINALS..........................................17
SECTION 9.13   SEVERABILITY...................................................17
SECTION 9.14   SURVIVAL PROVISIONS............................................17
SECTION 9.15   BANKRUPTCY.....................................................18

APPENDIX I     DEFINITIONS

EXHIBIT A      FORM OF SUPPLEMENTAL SECURITY AGREEMENT (To Add
               Designated Locations)

SCHEDULE 1     DESIGNATED LOCATIONS

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                         SPARE PARTS SECURITY AGREEMENT

     SPARE PARTS SECURITY AGREEMENT, dated as of December 6, 2002, by and
between CONTINENTAL AIRLINES, INC., a Delaware corporation (the "COMPANY"), and
WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Security Agent
appointed pursuant to the Indenture (the "SECURITY AGENT").

                                    RECITALS

     WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, the Trustee, the Policy Provider and the
Liquidity Provider have entered into the Indenture, providing for the issuance
of $200,000,000 aggregate principal amount of the Securities; and

     WHEREAS, in order to secure the payment of the principal amount of and
interest on the Securities and all other Obligations of the Company under the
Indenture, the Securities and the other Operative Documents, the Company has
agreed to grant a security interest in certain Spare Parts, Appliances and other
Collateral, as provided for herein; and

     WHEREAS, Schedule 1 to this Agreement specifically describes the locations
at which such Spare Parts and Appliances covered by the security interest of
this Agreement may be maintained by or on behalf of the Company, and Section
4.02(b) of this Agreement provides for the designation of additional locations
pursuant to Supplemental Security Agreements; and

     WHEREAS, the Company and the Security Agent wish to set forth herein their
respective rights, liabilities and obligations with respect to the Spare Parts
Collateral.

     NOW, THEREFORE, in consideration of the premises and other benefits to the
Company, the receipt and sufficiency of which are hereby acknowledged, the
Company and the Security Agent agree as follows:

                                    ARTICLE 1

                      DEFINITIONS AND RULES OF CONSTRUCTION

     SECTION 1.01 DEFINITIONS. Capitalized terms used above or hereinafter and
not otherwise defined herein shall have the meanings ascribed to such terms in
Section 1 of the Definitions Appendix attached hereto as Appendix I, which shall
be part of this Security Agreement as if fully set forth in this place. Unless
otherwise defined in this Security Agreement or in Section 1 of the Definitions
Appendix, terms defined in Article 8 or 9 of the UCC as in effect in the State
of New York (the "NY UCC") are used in this Security Agreement as such terms are
defined in such Article 8 or 9.

     SECTION 1.02 RULES OF CONSTRUCTION. The rules of construction for this
Security Agreement are set forth in Section 2 of the Definitions Appendix.

<PAGE>

                                    ARTICLE 2

                                SECURITY INTEREST

     SECTION 2.01 GRANT OF SECURITY INTEREST. To secure the prompt payment of
the principal amount of, interest on, and Premium, if any, and Break Amount, if
any, with respect to, all Securities from time to time outstanding under the
Indenture according to their tenor and effect, and the prompt payment of all
other amounts from time to time owing by the Company under, and the performance
and observance by the Company of all the agreements, covenants and provisions
contained in, the Indenture, the Securities, this Security Agreement and the
other Operative Documents (collectively, the "OBLIGATIONS"), for the benefit of
the Holders and each of the Indemnitees, and in consideration of the premises
and of the covenants herein contained, and of the acceptance of the Securities
by the Holders thereof, and for other good and valuable consideration the
receipt and adequacy whereof are hereby acknowledged, the Company has granted,
bargained, sold, assigned, transferred, conveyed, mortgaged, pledged and
confirmed, and does hereby grant, bargain, sell, assign, transfer, convey,
mortgage, pledge and confirm, unto the Security Agent, its successors in trust
and assigns, for the security and benefit of, the Holders and each of the
Indemnitees, a first priority security interest in and mortgage lien on all
right, title and interest of the Company in, to and under the following
described property, rights and privileges, whether now owned or hereafter
acquired (which, collectively, together with all property hereafter specifically
subject to the Lien of this Security Agreement by the terms hereof or any
supplement hereto, are included within, and are referred to as, the "SPARE PARTS
COLLATERAL"), to wit:

          (1) all Spare Parts and Appliances first placed in service after
     October 22, 1994 and currently owned or hereafter acquired by the Company
     that (a) are appropriate for incorporation in, installation on, attachment
     or appurtenance to, or use in, (i) one or more of the following models of
     Aircraft: a Boeing model 737-700, 737-800, 737-900, 757-200, 757-300,
     767-200, 767-400 or 777-200 Aircraft; (ii) any Engine utilized on any such
     Aircraft; or (iii) any other Qualified Spare Part, and (b) are not
     appropriate for incorporation in, installation on, attachment or
     appurtenance to, or use in, any other model of Aircraft currently operated
     by the Company or any Engine utilized on any such other model of Aircraft
     ("QUALIFIED SPARE PARTS"), PROVIDED that the following shall be excluded
     from the Lien of this Security Agreement: (w) any Spare Part or Appliance
     so long as it is incorporated in, installed on, attached or appurtenant to,
     or being used in, an Aircraft, Engine or Qualified Spare Part that is so
     incorporated, installed, attached, appurtenant or being used; (x) any Spare
     Part or Appliance that has been incorporated in, installed on, attached or
     appurtenant to, or used in an Aircraft, Engine or Qualified Spare Part that
     has been so incorporated, installed, attached, appurtenant or used, for so
     long after its removal from such Aircraft or Engine as it remains owned by
     a lessor or conditional seller of, or subject to a Lien applicable to, such
     Aircraft or Engine; (y) the Excluded Parts; and (z) any Spare Part or
     Appliance leased to, loaned to, or held on consignment by, the Company
     (such Spare Parts and Appliances, giving effect to such exclusions, the
     "PLEDGED SPARE PARTS");

<PAGE>

          (2) the rights of the Company under any warranty or indemnity, express
     or implied, regarding title, materials, workmanship, design or patent
     infringement or related matters in respect of the Pledged Spare Parts (the
     "WARRANTIES");

          (3) all proceeds with respect to the sale or other disposition by the
     Security Agent of any Pledged Spare Part or other Spare Parts Collateral
     pursuant to the terms of this Security Agreement, and all insurance
     proceeds with respect to any Pledged Spare Part, but excluding any
     insurance maintained by the Company and not required under the Collateral
     Maintenance Agreement;

          (4) all rents, revenues and other proceeds collected by the Security
     Agent pursuant to Section 6.01(c);

          (5) all Eligible Accounts; all cash, Investment Securities and other
     financial assets held therein by the Security Agent or an Eligible
     Institution; and all security entitlements with respect thereto;

          (6) all repair, maintenance and inventory records, logs, manuals and
     all other documents and materials similar thereto (including, without
     limitation, any such records, logs, manuals, documents and materials that
     are computer print-outs) at any time maintained, created or used by the
     Company, and all records, logs, documents and other materials required at
     any time to be maintained by the Company pursuant to the FAA or under the
     Federal Aviation Act, in each case with respect to any of the Pledged Spare
     Parts (the "SPARE PARTS DOCUMENTS"); and

          (7) all proceeds of the foregoing.

     PROVIDED, HOWEVER, that notwithstanding any of the foregoing provisions, so
long as no Event of Default shall have occurred and be continuing, (a) the
Security Agent shall not take or cause to be taken any action contrary to the
Company's right hereunder to quiet enjoyment of the Pledged Spare Parts, to
possess, use, retain and control the Pledged Spare Parts and to all revenues,
income and profits derived therefrom, and (b) the Company shall have the right,
to the exclusion of the Security Agent, with respect to the warranties and
indemnities referred to in clause (2) above, to exercise in the Company's name
all rights and powers (other than to amend, modify or waive any of the
warranties or indemnities contained therein, except in the exercise of the
Company's reasonable business judgment) and to retain any recovery or benefit
resulting from the enforcement of any such warranty or indemnity; and PROVIDED
FURTHER THAT, notwithstanding the occurrence or continuation of an Event of
Default, the Security Agent shall not enter into any amendment of any such
warranty or indemnity which would increase the obligations of the Company
thereunder.

     TO HAVE AND TO HOLD all and singular the aforesaid property unto the
Security Agent, and its successors and assigns, in trust for the equal and
proportionate benefit and security of the Holders and the Indemnitees, except as
provided in Section 3.2 of the Indenture, without any preference, distinction or
priority of any one Security over any other by reason of priority of time of
issue, sale, negotiation, date of maturity thereof or otherwise for any reason

<PAGE>

whatsoever, and for the uses and purposes and in all cases and as to all
property specified in clauses (1) through (7) inclusive above, subject to the
terms and provisions set forth in this Security Agreement.

     The Company does hereby constitute the Security Agent the true and lawful
attorney of the Company, irrevocably, granted for good and valuable
consideration and coupled with an interest and with full power of substitution,
and with full power (in the name of the Company or otherwise) to ask for,
require, demand, receive, compound and give acquittance for any and all monies
and claims for monies (in each case including insurance and requisition
proceeds) due and to become due under or arising out of all property which now
or hereafter constitutes part of the Spare Parts Collateral, to endorse any
checks or other instruments or orders in connection therewith and to file any
claims or to take any action or to institute any proceedings which the Security
Agent may deem to be necessary or advisable in the premises; PROVIDED that the
Security Agent shall not exercise any such rights except upon the occurrence and
during the continuance of an Event of Default hereunder.

     The Company agrees that at any time and from time to time, upon the written
request of the Security Agent, the Company will promptly and duly execute and
deliver or cause to be duly executed and delivered any and all such further
instruments and documents (including without limitation UCC continuation
statements) as the Security Agent may reasonably deem necessary to perfect,
preserve or protect the mortgage, security interests and assignments created or
intended to be created hereby or to obtain for the Security Agent the full
benefits of the assignment hereunder and of the rights and powers herein
granted.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

     The Company represents and warrants to the Trustee, the Liquidity Provider,
the Policy Provider and the Security Agent as follows:

     SECTION 3.01 ORGANIZATION; QUALIFICATION. The Company is a corporation duly
incorporated, validly existing and in good standing under the Laws of the State
of Delaware and has the corporate power and authority to conduct the business in
which it is currently engaged and to own or hold under lease its properties and
to enter into and perform its obligations under the Operative Documents to which
it is party. The Company is duly qualified to do business as a foreign
corporation in good standing in each jurisdiction in which the nature and extent
of the business conducted by it, or the ownership of its properties, requires
such qualification, except where the failure to be so qualified would not give
rise to a Material Adverse Change to the Company.

     SECTION 3.02 CORPORATE AUTHORIZATION. The Company has taken, or caused to
be taken, all necessary corporate action (including, without limitation, the
obtaining of any consent or approval of stockholders required by its Certificate
of Incorporation or By-Laws) to authorize the execution and delivery of each of
the Operative Documents to which it is party, and the performance of its
obligations thereunder.

<PAGE>

     SECTION 3.03 NO VIOLATION. The execution and delivery by the Company of the
Operative Documents to which it is party, the performance by the Company of its
obligations thereunder and the consummation by the Company on the Closing Date
of the transactions contemplated thereby, do not and will not (a) violate any
provision of the Certificate of Incorporation or By-Laws of the Company, (b)
violate any Law applicable to or binding on the Company or (c) violate or
constitute any default under (other than any violation or default that would not
result in a Material Adverse Change to the Company), or result in the creation
of any Lien (other than as permitted under this Security Agreement) upon the
Pledged Spare Parts under, any indenture, mortgage, chattel mortgage, deed of
trust, conditional sales contract, lease, loan or other material agreement,
instrument or document to which the Company is a party or by which the Company
or any of its properties is bound.

     SECTION 3.04 APPROVALS. The execution and delivery by the Company of the
Operative Documents to which the Company is a party, the performance by the
Company of its obligations thereunder and the consummation by the Company on the
Closing Date of the transactions contemplated thereby do not and will not
require the consent or approval of, or the giving of notice to, or the
registration with, or the recording or filing of any documents with, or the
taking of any other action in respect of, (a) any trustee or other holder of any
debt of the Company and (b) any Government Entity, other than the filing of (x)
the FAA Filed Documents (with the FAA) and the Financing Statements (and
continuation statements periodically) and (y) filings, recordings, notices or
other ministerial actions pursuant to any routine recording, contractual or
regulatory requirements applicable to it.

     SECTION 3.05 VALID AND BINDING AGREEMENTS. The Operative Documents to which
the Company is a party have been duly authorized, executed and delivered by the
Company and, assuming the due authorization, execution and delivery thereof by
the other party or parties thereto, constitute the legal, valid and binding
obligations of the Company and are enforceable against the Company in accordance
with the respective terms thereof, except as such enforceability may be limited
by bankruptcy, insolvency, reorganization, receivership, moratorium and other
similar Laws affecting the rights of creditors generally and general principles
of equity, whether considered in a proceeding at law or in equity.

     SECTION 3.06 REGISTRATION AND RECORDATION. Except for (a) the filing for
recordation (and recordation) of the FAA Filed Documents with the FAA, (b) the
filing of the Financing Statements (and continuation statements relating thereto
at periodic intervals), and (c) the deposit of the Initial Cash Collateral with,
and the holding and investment of the Initial Cash Collateral by, the Security
Agent in accordance with Article 7, no further action, including any filing or
recording of any document (including any financing statement in respect thereof
under Article 9 of the UCC) is necessary in order to establish and perfect the
Security Agent's security interest in the Pledged Spare Parts, the Warranties,
the Spare Parts Documents and the Initial Cash Collateral as against the Company
and any other Person, in each case, in any applicable jurisdictions in the
United States.

     SECTION 3.07 THE COMPANY'S LOCATION. The Company's location (as such term
is used in Section 9-307 of the UCC) is Delaware. The full and correct legal
name and mailing address of the Company are correctly set forth in Section 9.05.

<PAGE>

     SECTION 3.08 COMPLIANCE WITH LAWS. (a) The Company is a Citizen of the
United States and a U.S. Air Carrier.

     (b) The Company holds all licenses, permits and franchises from the
appropriate Government Entities necessary to authorize the Company to lawfully
engage in air transportation and to carry on scheduled commercial passenger
service as currently conducted, except where the failure to so hold any such
license, permit or franchise would not give rise to a Material Adverse Change to
the Company.

     (c) The Company is not an "investment company" or a company controlled by
an "investment company" within the meaning of the Investment Company Act of
1940, as amended.

     SECTION 3.09 BROKER'S FEES. No Person acting on behalf of the Company is or
will be entitled to any broker's fee, commission or finder's fee in connection
with the transactions pursuant to the Operative Documents on the Closing Date,
other than the fees and expenses payable by the Company in connection with the
sale of the Securities.

     SECTION 3.10 SECTION 1110. The Security Agent is entitled to the benefits
of Section 1110 (as currently in effect) with respect to the right to take
possession of the Pledged Spare Parts and to enforce any of its other rights or
remedies as provided in the Security Agreement in the event of a case under
Chapter 11 of the Bankruptcy Code in which the Company is a debtor.

                                    ARTICLE 4

                                    COVENANTS

     SECTION 4.01 NOTICE OF CHANGE OF LOCATION. The Company will give Security
Agent timely written notice (but in any event within 30 days prior to the
expiration of the period of time specified under applicable Law to prevent lapse
of perfection) of any change in its location (as such term is used in Section
9-307 of the UCC) or legal name and will promptly take any action required by
Section 4.04(c) as a result of such relocation.

     SECTION 4.02 USE, POSSESSION AND DESIGNATED LOCATIONS.

     (a) Subject to the terms of the Collateral Maintenance Agreement, the
Company shall have the right, at any time and from time to time at its own cost
and expense, without any release from or consent by the Security Agent, to deal
with the Pledged Spare Parts in any manner consistent with the Company's
ordinary course of business, including without limitation any of the following:

               (i) to incorporate in, install on, attach or make appurtenant to,
     or use in, any Aircraft, Engine or Qualified Spare Part leased to or owned
     by the Company (whether or not subject to any Lien) any Pledged Spare Part,
     free from the Lien of this Security Agreement;

<PAGE>

               (ii) to dismantle any Pledged Spare Part that has become worn out
     or obsolete or unfit for use, and to sell or dispose of any such Pledged
     Spare Part or any salvage resulting from such dismantling, free from the
     Lien of this Security Agreement; and

               (iii) to transfer any or all of the Pledged Spare Parts located
     at one or more Designated Locations to one or more other Designated
     Locations or to one or more locations which are not Designated Locations.

     (b) The Company shall keep the Pledged Spare Parts at one or more of the
Designated Locations, except as otherwise permitted under Sections 4.02(a) or
4.03 of this Agreement or the Collateral Maintenance Agreement. If and whenever
the Company shall wish to add a location as a Designated Location, the Company
will furnish to the Security Agent the following:

               (i) a Supplemental Security Agreement duly executed by the
     Company, identifying each location that is to become a Designated Location
     and specifically subjecting the Pledged Spare Parts at such location to the
     Lien of this Security Agreement;

               (ii) an Opinion of Counsel, dated the date of execution of said
     Supplemental Security Agreement, stating that said Supplemental Security
     Agreement has been duly filed for recording in accordance with the
     provisions of the Federal Aviation Act, and either: (a) no other filing or
     recording is required in any other place within the United States in order
     to perfect the Lien of this Security Agreement on the Qualified Spare Parts
     held at the Designated Locations specified in such Supplemental Security
     Agreement under the laws of the United States, or (b) if any such other
     filing or recording shall be required that said filing or recording has
     been accomplished in such other manner and places, which shall be specified
     in such Opinion of Counsel, as are necessary to perfect the Lien of this
     Security Agreement; and

               (iii) An Officers' Certificate stating that in the opinion of the
     Officers executing the Officers' Certificate, all conditions precedent
     provided for in this Security Agreement relating to the subjection of such
     property to the Lien of this Security Agreement have been complied with.

     SECTION 4.03 PERMITTED SALE OR DISPOSITIONS.

     (a) So long as no Event of Default has occurred and is continuing, the
Company may sell, transfer or dispose of Pledged Spare Parts free from the Lien
of the Security Agreement, subject to the provisions of the Collateral
Maintenance Agreement.

     (b) No purchaser in good faith of property purporting to be transferred
pursuant to Section 4.02(a)(ii) or 4.03(a) shall be bound to ascertain or
inquire into the authority of the Company to make any such transfer, free and
clear of the Lien of this Security Agreement. Any instrument of transfer
executed by the Company under Section 4.02(a)(ii) or 4.03 shall be sufficient

<PAGE>

for the purposes of this Security Agreement and shall constitute a good and
valid release, assignment and transfer of the property therein described free
from any right, title or interest of the Security Agent and the Lien of this
Security Agreement.

     SECTION 4.04 CERTAIN ASSURANCES. (a) The Company shall duly execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, all such further agreements, instruments, certificates or documents,
and shall do and cause to be done such further acts and things, in any case, as
Security Agent shall reasonably request for accomplishing the purposes of this
Security Agreement, PROVIDED that any instrument or other document so executed
by the Company will not expand any obligations or limit any rights of the
Company in respect of the transactions contemplated by any Operative Document.

     (b) The Company shall promptly take such action with respect to the
recording, filing, re-recording and refiling of this Security Agreement and any
amendments or supplements thereto, as shall be necessary to continue the
perfection and priority of the Lien created by this Security Agreement.

     (c) The Company, at its sole cost and expense, will cause the FAA Filed
Documents, the Financing Statements and all continuation statements (and any
amendments necessitated by any consolidation or merger of the Company, any
conveyance, transfer or lease of all or substantially all of the assets of the
Company, or any change of the Company's location) in respect of the Financing
Statements to be prepared and, subject only to the execution and delivery
thereof by Security Agent, duly and timely filed and recorded, or filed for
recordation, to the extent permitted under the Federal Aviation Act (with
respect to the FAA Filed Documents) or the UCC or similar law of any other
applicable jurisdiction (with respect to such other documents).

     SECTION 4.05 INDENTURE OBLIGATIONS. The Company agrees to perform and
observe all of the agreements, covenants and obligations of the Company set
forth in the Indenture, the Securities and the other Operative Documents (it
being understood that this Section 4.05 shall not restrict the ability to amend
or supplement, or waive compliance with, any Operative Document in accordance
with its terms).

                                    ARTICLE 5

                                    INSURANCE

     SECTION 5.01 APPLICATION OF INSURANCE PROCEEDS. (a) As between the Company
and the Security Agent, all insurance proceeds up to the Debt Balance paid under
policies required to be maintained by the Company pursuant to the Collateral
Maintenance Agreement as a result of the occurrence of an Event of Loss with
respect to any Pledged Spare Parts involving proceeds in excess of the Threshold
Amount will be paid to the Security Agent. If either the Security Agent or the
Company receives a payment of such insurance proceeds in excess of its
entitlement pursuant to this Section 5.01, it shall promptly pay such excess to
the other. At any time or from time to time after the receipt by the Security
Agent of insurance proceeds, upon submission to the Security Agent of an
Officers' Certificate stating that the Company has after the occurrence of such
Event of Loss purchased additional Qualified Spare Parts that are located at or

<PAGE>

have been shipped by vendor(s) to a Designated Location, and stating the
aggregate purchase price for such additional Qualified Spare Parts, the Security
Agent shall pay the amount of such purchase price, up to the amount of such
insurance proceeds not previously disbursed pursuant to this sentence or
otherwise distributed under the Indenture in accordance with its terms, to the
Company or its designee.

     (b) All proceeds of insurance required to be maintained by the Company in
accordance with the Collateral Maintenance Agreement in respect of any property
damage or loss involving proceeds of the Threshold Amount or less or not
constituting an Event of Loss with respect to any Pledged Spare Parts and
insurance proceeds in excess of the Debt Balance shall be paid over to, and
retained by, the Company.

     SECTION 5.02 APPLICATION OF PAYMENTS DURING EXISTENCE OF A SPECIAL DEFAULT
OR EVENT OF DEFAULT. Any amount described in this Article 5 that is payable or
creditable to, or retainable by, the Company shall not be paid or credited to,
or retained by, the Company if at the time such payment, credit or retention
would otherwise occur a Special Default or Event of Default shall have occurred
and be continuing, but shall instead be held by or paid over to the Security
Agent as security for the obligations of the Company under this Security
Agreement and shall be invested pursuant to Article 7 hereof. At such time as
there shall not be continuing any Special Default or Event of Default, such
amount and any gains thereon shall be paid to the Company to the extent not
previously applied in accordance with this Security Agreement.

                                    ARTICLE 6

                                    REMEDIES

     SECTION 6.01 REMEDIES. (a) If an Event of Default shall have occurred and
be continuing and so long as the same shall continue unremedied, then and in
every such case the Security Agent may exercise any or all of the rights and
powers and pursue any and all of the remedies pursuant to this Article 6, shall
have and may exercise all of the rights and remedies of a secured party under
the UCC, may take possession of all or any part of the properties covered or
intended to be covered by the Lien created hereby or pursuant hereto, may
exclude the Company and all persons claiming under it wholly or partly therefrom
and may sell the Spare Parts Collateral as a whole or from time to time in part;
PROVIDED, that the Security Agent shall give the Company twenty days' prior
written notice of its intention to sell any Spare Parts Collateral. Without
limiting any of the foregoing, it is understood and agreed that the Security
Agent may exercise any right of sale of any Spare Parts Collateral available to
it, even though it shall not have taken possession of such Spare Parts
Collateral and shall not have possession thereof at the time of such sale.

     (b) If an Event of Default shall have occurred and be continuing, at the
request of the Security Agent, the Company shall assemble the Spare Parts
Collateral and make it available to the Security Agent at the Designated
Locations and shall promptly execute and deliver to the Security Agent such
instruments of title and other documents as the Security Agent may deem
necessary or advisable to enable the Security Agent or an agent or

<PAGE>

representative designated by the Security Agent, at such time or times and place
or places as the Security Agent may specify, to obtain possession of all or any
part of the Spare Parts Collateral to which the Security Agent shall at the time
be entitled hereunder. If the Company shall for any reason fail to execute and
deliver such instruments and documents after such request by the Security Agent,
the Security Agent may (i) obtain a judgment conferring on the Security Agent
the right to immediate possession and requiring the Company to execute and
deliver such instruments and documents to the Security Agent, to the entry of
which judgment the Company hereby specifically consents to the fullest extent
permitted by Law, and (ii) pursue all or part of such Spare Parts Collateral
wherever it may be found and may enter any of the premises of Company wherever
such Spare Parts Collateral may be or are supposed to be and search for such
Spare Parts Collateral and take possession of and remove such Spare Parts
Collateral. All expenses of obtaining such judgment or of pursuing, searching
for and taking such property shall, until paid, be secured by the Lien of this
Security Agreement.

     (c) Upon every such taking of possession, the Security Agent may, from time
to time, at the expense of the Spare Parts Collateral, make all such
expenditures for maintenance, use, operation, storage, insurance, leasing,
control, management, disposition, modifications or alterations to and of the
Spare Parts Collateral, as it may deem proper. In each such case, the Security
Agent shall have the right to maintain, use, operate, store, insure, lease,
control, manage, dispose of, modify or alter the Spare Parts Collateral and to
exercise all rights and powers of the Company relating to the Spare Parts
Collateral, as the Security Agent shall deem best, including the right to enter
into any and all such agreements with respect to the maintenance, use,
operation, storage, insurance, leasing, control, management, disposition,
modification or alteration of the Spare Parts Collateral or any part thereof as
the Security Agent may determine, and the Security Agent shall be entitled to
collect and receive directly all rents, revenues and other proceeds of the Spare
Parts Collateral and every part thereof, without prejudice, however, to the
right of the Security Agent under any provision of this Security Agreement to
collect and receive all cash held by, or required to be deposited with, the
Security Agent hereunder. Such rents, revenues and other proceeds shall be
applied to pay the expenses of the maintenance, use, operation, storage,
insurance, leasing, control, management, disposition, improvement, modification
or alteration of the Spare Parts Collateral and of conducting the business
thereof, and to make all payments which the Security Agent may be required or
may elect to make, if any, for taxes, assessments, insurance or other proper
charges upon the Spare Parts Collateral or any part thereof (including the
employment of engineers and accountants to examine, inspect and make reports
upon the properties and books and records of the Company), and all other
payments which the Security Agent may be required or authorized to make under
any provision of this Security Agreement, as well as just and reasonable
compensation for the services of the Security Agent, and of all persons properly
engaged and employed by the Security Agent with respect hereto.

     (d) The Holders shall be entitled, at any sale pursuant to this Section
6.01, to credit against any purchase price bid at such sale by such Holder all
or any part of the unpaid obligations owing to such Holder and secured by the
Lien of this Security Agreement (only to the extent that such purchase price
would have been paid to such Holder pursuant to Section 3.2 of the Indenture if
such purchase price were paid in cash and the foregoing provisions of this
subsection (d) were not given effect).

<PAGE>

     (e) In the event of any sale of the Spare Parts Collateral, or any part
thereof, pursuant to any judgment or decree of any court or otherwise in
connection with the enforcement of any of the terms of this Security Agreement,
the unpaid principal amount of all Securities then outstanding, together with
accrued interest thereon, Break Amount, if any, Premium, if any, and other
amounts due thereunder, shall immediately become due and payable without
presentment, demand, protest or notice, all of which are hereby waived.

     (f) After the occurrence and during the continuation of an Event of
Default, in taking, or refraining from taking, any action under this Security
Agreement pursuant to the exercise of remedies under Article 6, the Security
Agent shall be directed by the Controlling Party.

     SECTION 6.02 APPLICATION OF PROCEEDS. If, in the case of the happening of
any Event of Default or Acceleration, the Security Agent shall exercise any of
the powers conferred upon it by Section 6.01 hereof, all payments made by the
Company to the Security Agent hereunder after such Event of Default or
Acceleration, and the proceeds of any judgment collected by the Security Agent
hereunder, and the proceeds of every sale or lease by the Security Agent
hereunder of any part or the whole of the Spare Parts Collateral, together with
any other sums which may then be held by the Security Agent under any of the
provisions hereof, shall be applied by the Security Agent in the manner set
forth in Section 7.10 of the Indenture.

     After all such payments shall have been made in full, the title to any part
or the whole of the Spare Parts Collateral remaining unsold and abandoned by the
Security Agent shall be conveyed by the Security Agent to the Company or its
named designee free from any further liabilities or obligations to the Security
Agent hereunder. If after applying all such sums of money realized by the
Security Agent as aforesaid there shall remain any amount due to the Security
Agent under the provisions hereof, the Company agrees to pay the amount of such
deficit to the Security Agent for application in accordance with the Indenture.

     SECTION 6.03 OBLIGATIONS OF COMPANY NOT AFFECTED BY REMEDIES. No retaking
of possession of part or the whole of the Spare Parts Collateral by the Security
Agent, nor any withdrawal, lease or sale thereof, nor any action or failure or
omission to act against the Company or in respect of the Spare Parts Collateral,
on the part of the Security Agent, the Controlling Party or the Holder of any
Securities, nor any delay or indulgence granted to the Company by the Security
Agent, the Controlling Party or any such Holder, shall affect the obligations of
the Company hereunder. The Security Agent may at any time upon notice in writing
to the Company apply to any court of competent jurisdiction for instructions as
to the application and distribution of the property held by it.

     SECTION 6.04 REMEDIES CUMULATIVE. No right, power or remedy herein
conferred upon or reserved to the Security Agent, the Trustee, the Policy
Provider, the Liquidity Provider and/or the Holders of the Securities is
intended to be exclusive of any other right, power or remedy conferred upon or
reserved to any one or more of them and every right, power and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right,
power and remedy given hereunder or under the Indenture or the other Operative
Documents or now or hereafter existing at law or in equity or otherwise
(including, without limitation, under the UCC as in effect in any applicable
jurisdiction) and may be exercised from time to time and as often and in such

<PAGE>

order as may be deemed expedient by the Security Agent, the Trustee, the Policy
Provider, the Liquidity Provider and/or the Holders of the Securities, to the
extent such right, power or remedy has been conferred upon or reserved to it.
The exercise by any of them of any right, power or remedy shall not be construed
as a waiver of the right of any of them to exercise at the same time or
thereafter any other right, power or remedy, nor as an election precluding
exercise at the same time or thereafter of any alternative right, power or
remedy.

     SECTION 6.05 DISCONTINUANCE OF PROCEEDINGS. In case the Security Agent
shall have instituted any proceeding to enforce any right, power or remedy under
this Security Agreement by foreclosure, entry or otherwise, and such proceedings
shall have been discontinued or abandoned for any reason or shall have been
determined adversely to the Security Agent, then and in every such case the
Company and the Security Agent shall, subject to any determination in such
proceedings, be restored to their former positions and rights hereunder with
respect to the Spare Parts Collateral, and all rights, remedies and powers of
the Company or the Security Agent shall continue as if no such proceedings had
been instituted.

     SECTION 6.06 WAIVER OF PAST DEFAULTS. So long as an Event of Default has
occurred and is continuing, upon written instruction from the Controlling Party,
the Security Agent shall waive any past Default hereunder and its consequences
and upon any such waiver such Default shall cease to exist and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this Security Agreement, but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

     SECTION 6.07 APPOINTMENT OF RECEIVER. The Security Agent shall, as a matter
of right, be entitled to the appointment of a receiver (who may be the Security
Agent or any successor or nominee thereof) for all or any part of the Spare
Parts Collateral, whether such receivership be incidental to a proposed sale of
the Spare Parts Collateral or the taking of possession thereof or otherwise, and
the Company hereby consents to the appointment of such a receiver and will not
oppose any such appointment. Any receiver appointed for all or any part of the
Spare Parts Collateral shall be entitled to exercise all the rights and powers
of the Security Agent with respect to the Spare Parts Collateral.

     SECTION 6.08 SECURITY AGENT AUTHORIZED TO EXECUTE BILLS OF SALE, ETC. The
Company irrevocably appoints, while an Event of Default has occurred and is
continuing, the Security Agent the true and lawful attorney-in-fact of the
Company (which appointment is coupled with an interest) in its name and stead
and on its behalf, for the purpose of effectuating any sale, assignment,
transfer or delivery for the enforcement of the Lien of this Security Agreement,
whether pursuant to foreclosure or power of sale, assignments and other
instruments as may be necessary or appropriate, with full power of substitution,
the Company hereby ratifying and confirming all that such attorney or any
substitute shall do by virtue hereof in accordance with applicable law.
Nevertheless, if so requested by the Security Agent or any purchaser, the
Company shall ratify and confirm any such sale, assignment, transfer or
delivery, by executing and delivering to the Security Agent or such purchaser
all bills of sale, assignments, releases and other proper instruments to effect
such ratification and confirmation as may be designated in any such request.

<PAGE>

                                    ARTICLE 7

                                 CASH COLLATERAL

     SECTION 7.01 MAINTAINING THE CASH COLLATERAL. So long as any Obligation of
the Company under the Indenture or other Operative Document shall remain unpaid,
the Company will maintain all Cash Collateral only with an Eligible Institution
in an Eligible Account (as defined below). At the time the Securities are
initially issued, the Company shall deposit the Initial Cash Collateral with the
Security Agent to be held by the Security Agent as Cash Collateral under this
Agreement.

     SECTION 7.02 INVESTING OF CASH COLLATERAL.

     (a) The Security Agent agrees that, notwithstanding anything to the
contrary in this Security Agreement or the Indenture, (i) any Investment
Securities and any investment earnings thereon shall be credited to an Eligible
Account for which either the Security Agent or another Eligible Institution is
the "securities intermediary" (as defined in Section 8-102(a)(14) of the NY UCC)
and the Security Agent is the "entitlement holder" (as defined in Section
8-102(a)(7) of the NY UCC) of the "securities entitlement" (as defined in
Section 8-102(a)(17) of the NY UCC) with respect to each "financial asset" (as
defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account,
(ii) all such amounts, Investment Securities and all other property acquired
with cash credited to such Eligible Account will be credited to such Eligible
Account, (iii) all items of property (whether cash, investment property,
Investment Securities, other investments, securities, instruments or other
property) credited to any Eligible Account will be treated as a "financial
asset" under Article 8 of the NY UCC, (iv) the "securities intermediary's
jurisdiction" (as defined in Section 8-110(e) of the NY UCC) with respect to
such Eligible Account is the State of New York, and (v) all securities,
instruments and other property in order or registered form and credited to an
Eligible Account shall be payable to or to the order of, or registered in the
name of, the applicable securities intermediary or shall be indorsed to such
securities intermediary or in blank, and in no case whatsoever shall any
financial asset credited to such Eligible Account be registered in the name of
the Company, payable to or to the order of the Company or specially indorsed to
the Company except to the extent the foregoing have been specially endorsed by
the Company to such securities intermediary or in blank. The Security Agent
agrees that it will hold (and will indicate clearly in its books and records
that it holds) its "securities entitlement" to the "financial assets" credited
to any Eligible Account in trust for the benefit of the Holders and the Trustee.
The Company acknowledges that, by reason of the Security Agent being the
"entitlement holder" in respect of such Eligible Account as provided above, the
Security Agent shall have the sole right and discretion, subject only to the
terms of this Security Agreement and the Indenture, to give all "entitlement
orders" (as defined in Section 8-102(a)(8) of the NY UCC) with respect to such
Eligible Account and any and all financial assets and other property credited
thereto to the exclusion of the Company.

     (b) From time to time the Security Agent will (a) invest, or direct the
applicable Eligible Institution to invest, amounts received with respect to the
applicable Cash Collateral in such Investment Securities as the Company may
select and (b) invest or direct the applicable Eligible Institution to invest,
interest paid on the Investment Securities referred to in clause (a) above, and

<PAGE>

reinvest other proceeds of any such Investment Securities that may mature or be
sold, in each case in such Investment Securities credited in the same manner.
Interest and proceeds that are not invested or reinvested in Investment
Securities as provided above shall be deposited and held as Spare Parts
Collateral in the applicable Eligible Account.

     (c) The Security Agent may sell or direct any Eligible Institution to sell
any Investment Securities and the proceeds of such a sale may be retained by the
Security Agent as Spare Parts Collateral hereunder.

     SECTION 7.03 RELEASE OF CASH COLLATERAL. (a) Upon written request by the
Company to the Security Agent after notice of redemption of the Securities has
been given to Holders pursuant to Article 4 of the Indenture, the Security Agent
shall deliver to the Trustee for deposit in the Collection Account Cash
Collateral then held by the Security Agent up to the amount required to pay
amounts due with respect to the Securities to be redeemed on the applicable
Redemption Date.

     (b) If the Collateral Ratio is less than the Maximum Collateral Ratio and
the Rotable Ratio is greater than the Minimum Rotable Ratio, in each case as
most recently determined pursuant to Article 2 or Section 3.1 of the Collateral
Maintenance Agreement, and the Security Agent held any Cash Collateral as of the
Valuation Date for such Collateral Ratio and Rotable Ratio (or subsequent date
as of which such ratio was recalculated pursuant to Section 3.1 of the
Collateral Maintenance Agreement), upon written request of the Company the
Security Agent shall pay to the Company an amount of the Cash Collateral such
that the Collateral Ratio would not be greater than the Maximum Collateral Ratio
and the Rotable Ratio would not be less than the Minimum Rotable Ratio, giving
effect to such payment (but otherwise using the information used as of such most
recent determination date to determine such ratio).

                                    ARTICLE 8

                                 SECURITY AGENT

     SECTION 8.01 SECURITY AGENT. The Security Agent has been appointed pursuant
to the Indenture as Security Agent hereunder. The Security Agent shall be
obligated, and shall have the right, hereunder to make demands, to give notices,
to exercise or refrain from exercising any rights, and to take or refrain from
taking action (including, without limitation, the release of Spare Parts
Collateral) solely in accordance with this Security Agreement and the Indenture.
Upon 30 days' written notice to the Company, the Security Agent may resign and a
successor Security Agent may be appointed in the manner provided for a successor
Trustee in the Indenture. Upon the acceptance of any appointment as a Security
Agent by a successor Security Agent, that successor Security Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Security Agent under this Security Agreement, and the
retiring Security Agent shall thereupon be discharged from its duties and
obligations under this Security Agreement. After any retiring Security Agent's
resignation, the provisions of this Security Agreement shall inure to its
benefit as to any actions taken or omitted to be taken by it under this Security
Agreement while it was Security Agent. The Security Agent agrees to and shall

<PAGE>

have the benefit of all provisions of the Indenture and the other Operative
Documents stated therein to be applicable to the Security Agent.

                                    ARTICLE 9

                                  MISCELLANEOUS

     SECTION 9.01 TERMINATION. The Company agrees that this is a continuing
agreement and shall remain in full force and effect until the occurrence of the
Indenture Discharge Date, at which time the Security Agent shall have no further
interest in and to the Spare Parts Collateral and will promptly release all of
the Security Agent's interest in and to the Spare Parts Collateral, including
any cash and/or Investment Securities held in accordance with the terms of this
Security Agreement. The Security Agent shall acknowledge the termination of this
Security Agreement and the release of the Spare Parts Collateral by executing
and delivering to the Company such instruments to the foregoing effect as the
Company shall reasonably request, at the sole cost and expense of the Company.

     SECTION 9.02 BENEFITS OF SECURITY AGREEMENT RESTRICTED. Subject to the
provisions of Section 9.09 hereof, nothing in this Security Agreement or the
Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto, the Controlling Party and, in the case of
Article 3, the Trustee, the Liquidity Provider and the Policy Provider, any
legal or equitable right, remedy or claim under or in respect of this Security
Agreement or under any covenant, condition or provision herein contained, all
such covenants, conditions and provisions, subject to Section 9.09 hereof, being
for the sole benefit of the parties hereto, the Controlling Party and, in the
case of Article 3, the Trustee, the Liquidity Provider and the Policy Provider.

     SECTION 9.03 CERTIFICATES AND OPINIONS OF COUNSEL; STATEMENTS TO BE
CONTAINED THEREIN; BASIS THEREFOR. Upon any application or Request by the
Company to the Security Agent to take any action under any of the provisions of
this Security Agreement, the Company shall furnish to the Security Agent an
Officers' Certificate and an Opinion of Counsel in compliance with, but only if
required by, Sections 12.4 and/or 12.5 of the Indenture.

     SECTION 9.04 APPRAISER'S CERTIFICATE. Unless otherwise specifically
provided, an Independent Appraiser's Certificate shall be sufficient evidence of
the Appraised Value and Fair Market Value to the Company of any property under
this Security Agreement.

     SECTION 9.05 NOTICES; WAIVER. Any request, demand, authorization,
direction, notice, consent, waiver or other document provided or permitted by
this Security Agreement to be made upon, given or furnished to, or filed with

     (a) the Company shall be sufficient for every purpose hereunder if in
writing and sent by personal delivery, by telecopier, by registered or certified
mail or by nationally recognized overnight courier, postage or courier charges,
as the case may be, prepaid, to the Company at:

<PAGE>

               Continental Airlines, Inc.
               1600 Smith Street
               Houston, Texas  77002
               Attention:  Treasurer

               Telecopier No.:  (713) 324-2447

     (b) the Security Agent shall be sufficient for every purpose hereunder if
in writing and sent by personal delivery, by telecopier, by registered or
certified mail or by nationally recognized overnight courier, postage or courier
charges, as the case may be, prepaid, to the Security Agent at:

               Wilmington Trust Company
               Rodney Square North
               1100 North Market Street
               Wilmington, Delaware  19890
               Attention: Corporate Trust Administration

               Telecopier No.:  (302) 651-8882

or to any of the above parties at any other address or telecopier number
subsequently furnished in writing by it to each of the other parties listed
above. Any such delivery shall be deemed made on the date of receipt by the
addressee of such delivery or of refusal by such addressee to accept delivery.

     SECTION 9.06 AMENDMENTS, ETC. (a) This Security Agreement may be amended or
supplemented, and compliance with any obligation in this Security Agreement may
be waived, as provided in Article 10 of the Indenture.

     (b) The Company and the Security Agent may enter into one or more
agreements supplemental hereto without the consent of the Trustee, the Policy
Provider, the Liquidity Provider or any Holder for any of the following
purposes: (i) to convey, transfer, assign, mortgage or pledge any property to or
with the Security Agent; (ii) to correct or amplify the description of any
property at any time subject to the Lien of this Security Agreement or better to
assure, convey and confirm unto the Security Agent any property subject or
required to be subject to the Lien of this Security Agreement; (iii) to add any
location as a Designated Location; or (iv) to add to the covenants of the
Company for the benefit of the Security Agent, the Trustee, the Policy Provider,
the Liquidity Provider or the Holders, or to surrender any rights or power
herein conferred upon the Company.

     (c) If, in the opinion of the institution acting as Security Agent
hereunder, any document required to be executed by it pursuant to the terms of
Section 9.06 hereof affects any right, duty, immunity or indemnity with respect
to such institution under this Security Agreement, such institution may in its
discretion decline to execute such document.

     SECTION 9.07 NO WAIVER. No failure on the part of the Security Agent to
exercise, and no delay in exercising any right hereunder shall operate as a

<PAGE>

waiver thereof; nor shall any single or partial exercise of any right hereunder
preclude any other or further exercise thereof or the exercise of any other
right. Failure by the Security Agent at any time or times hereafter to require
strict performance by the Company or any other Person with any of the
provisions, warranties, terms or conditions contained herein shall not waive,
affect or diminish any right of the Security Agent at any time or times
hereafter to demand strict performance thereof, and such right shall not be
deemed to have been modified or waived by any course of conduct or knowledge of
the Security Agent or any agent, officer or employee of the Security Agent.

     SECTION 9.08 CONFLICT WITH TRUST INDENTURE ACT OF 1939. If and to the
extent that any provision of this Security Agreement limits, qualifies or
conflicts with the duties imposed by Sections 310 to 317, inclusive, of the TIA,
such imposed duties shall control.

     SECTION 9.09 SUCCESSORS AND ASSIGNS. This Security Agreement and all
obligations of the Company hereunder shall be binding upon the successors and
permitted assigns of the Company, and shall, together with the rights and
remedies of the Security Agent hereunder, inure to the benefit of the Security
Agent, the Trustee, the Holders, and their respective successors and assigns.
The interest of the Company under this Security Agreement is not assignable and
any attempt to assign all or any portion of this Security Agreement by the
Company shall be null and void except for an assignment in connection with a
merger, consolidation or conveyance, transfer or lease of all or substantially
all the Company's assets permitted under the Indenture.

     SECTION 9.10 GOVERNING LAW. THIS SECURITY AGREEMENT IS BEING DELIVERED IN
THE STATE OF NEW YORK. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     SECTION 9.11 EFFECT OF HEADINGS. The Article and Section headings and the
Table of Contents contained in this Security Agreement have been inserted for
convenience of reference only, and are and shall be without substantive meaning
or content of any kind whatsoever and are not a part of this Security Agreement.

     SECTION 9.12 COUNTERPART ORIGINALS. This Security Agreement may be signed
in two or more counterparts, each of which shall be deemed an original, but all
of which shall together constitute one and the same agreement. Delivery of an
executed counterpart of a signature page to this Security Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Security Agreement.

     SECTION 9.13 SEVERABILITY. The provisions of this Security Agreement are
severable, and if any clause or provision shall be held invalid, illegal or
unenforceable in whole or in part in any jurisdiction, then such invalidity or
unenforceability shall affect in that jurisdiction only such clause or
provision, or part thereof, and shall not in any manner affect such clause or
provision in any other jurisdiction or any other clause or provision of this
Security Agreement in any jurisdiction.

     SECTION 9.14 SURVIVAL PROVISIONS. Notwithstanding any right of the Security
Agent or any of the Holders to investigate the affairs of the Company, and

<PAGE>

notwithstanding any knowledge of facts determined or determinable by any of them
pursuant to such investigation or right of investigation, all representations
and warranties of the Company contained herein shall survive the execution and
delivery of this Security Agreement.

     SECTION 9.15 BANKRUPTCY. It is the intention of the parties that the
Security Agent shall be entitled to the benefits of Section 1110 with respect to
the right to take possession of the Pledged Spare Parts and to enforce any of
its other rights or remedies as provided herein in the event of a case under
Chapter 11 of the Bankruptcy Code in which the Company is a debtor, and in any
instance where more than one construction is possible of the terms and
conditions hereof or any other pertinent Operative Document, each such party
agrees that a construction which would preserve such benefits shall control over
any construction which would not preserve such benefits.

                            [SIGNATURE PAGE FOLLOWS]

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Security Agreement to be
duly executed and delivered all as of the date first above written.

                                       CONTINENTAL AIRLINES, INC.


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





                                       WILMINGTON TRUST COMPANY,
                                       as Security Agent


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

<PAGE>

                                   Appendix I

                                DEFINITIONS APPENDIX

SECTION 1.  DEFINED TERMS.

     "ACCELERATION" means, with respect to the amounts payable in respect of the
Securities issued under the Indenture, such amounts becoming immediately due and
payable  pursuant to Section 7.2 of the Indenture.  "ACCELERATE",  "ACCELERATED"
and "ACCELERATING" have meanings correlative to the foregoing.

     "ACCRUED INTEREST" is defined in Section 3.6(a) of the Indenture.

     "ADDITIONAL  PARTS" is  defined  in  Section  3.1(a)(i)  of the  Collateral
Maintenance Agreement.

     "ADDITIONAL  ROTABLES" is defined in Section  3.1(b)(i)  of the  Collateral
Maintenance Agreement.

     "ADVANCE" means any Advance as defined in the Liquidity Facility.

     "AFFILIATE"  of any specified  Person means any other  Person,  directly or
indirectly,  controlling  or  controlled  by or under direct or indirect  common
control  with  such  specified  Person.  For the  purposes  of this  definition,
"CONTROL"  when used with  respect to any  Person  means the power to direct the
management and policies of such Person, directly or indirectly,  whether through
the  ownership of voting  securities,  by contract or  otherwise;  and the terms
"CONTROLLING" and "CONTROLLED" have meanings correlative to the foregoing.

     "AGENT"  means any  Registrar,  Paying Agent or  co-Registrar  or co-Paying
Agent.

     "AGENT MEMBERS" is defined in Section 2.5(a) of the Indenture.

     "AIRCRAFT" means any contrivance  invented,  used, or designed to navigate,
or fly in, the air.

     "ANNUAL METHODOLOGY" means, in determining an opinion as to the Fair Market
Value of the Spare Parts Collateral,  taking at least the following actions: (i)
reviewing the Parts  Inventory  Report  prepared as of the applicable  Valuation
Date;  (ii) reviewing the  Independent  Appraiser's  internal value database for
values  applicable  to  Qualified  Spare  Parts  included  in  the  Spare  Parts
Collateral; (iii) developing a representative sampling of a reasonable number of
the different Qualified Spare Parts included in Spare Parts Collateral for which
a  market  check  will  be  conducted;  (iv)  checking  other  sources,  such as
manufacturers,  other airlines,  U.S.  government  procurement  data and airline
parts  pooling  price  lists,  for  current  market  prices of the sample  parts
referred to in clause (iii);  (v)  establishing  an assumed ratio of Serviceable
Parts to  Unserviceable  Parts as of the  applicable  Valuation  Date based upon
information  provided  by the Company and the  Independent  Appraiser's  limited
physical  review of the Spare  Parts  Collateral  referred  to in the  following

<PAGE>

clause (vi);  (vi) visiting at least two locations  selected by the  Independent
Appraiser  where the Pledged  Spare  Parts are kept by the  Company  (neither of
which was visited for purposes of the last appraisal under Section 2.1 or 2.2 of
the Collateral Maintenance Agreement,  whichever was most recent), PROVIDED that
at least one such location shall be one of the top three  locations at which the
Company keeps the largest  number of Pledged  Spare Parts,  to conduct a limited
physical  inspection of the Spare Parts  Collateral;  (vii) conducting a limited
review of the inventory  reporting system applicable to the Pledged Spare Parts,
including  checking  information  reported  in such system  against  information
determined through physical inspection pursuant to the preceding clause (vi) and
(viii)  reviewing a sampling of the Spare Parts Documents  (including  tear-down
reports).

     "ANNUAL  VALUATION  DATE"  is  defined  in  Section  2.1 of the  Collateral
Maintenance Agreement.

     "APPLIANCE"  means  an  instrument,   equipment,   apparatus,  a  part,  an
appurtenance,  or an accessory  used,  capable of being used,  or intended to be
used,  in operating or  controlling  Aircraft in flight,  including a parachute,
communication  equipment,  and  another  mechanism  installed  in or attached to
Aircraft during flight, and not a part of an Aircraft, Engine, or Propeller.

     "APPLICABLE MARGIN" means 0.90%.

     "APPLICABLE PERIOD" is defined in Section 3.2 of the Collateral Maintenance
Agreement.

     "APPRAISAL  COMPLIANCE  REPORT" means,  as of any date, a report  providing
information  relating to the  calculation  of the  Collateral  Ratio and Rotable
Ratio, which shall be substantially in the form of Appendix II to the Collateral
Maintenance Agreement.

     "APPRAISED  VALUE" means,  with respect to any Collateral,  the Fair Market
Value of such Collateral as most recently  determined pursuant to (i) the report
attached  as  Appendix  II to the  Offering  Memo  or  (ii)  Article  2 and,  if
applicable, Section 3.1 of the Collateral Maintenance Agreement.

     "AVAILABLE AMOUNT" means, as of any date, the Maximum Available  Commitment
(as defined in the Liquidity Facility) on such date.

     "AVOIDED PAYMENT" has the meaning assigned to such term in the Policy.

     "BANKRUPTCY  CODE"  means the  United  States  Bankruptcy  Code,  11 U.S.C.
Section 101 ET SEQ.

     "BOARD OF  DIRECTORS"  means the Board of  Directors  of the Company or any
committee  of such board  duly  authorized  to act in respect of any  particular
matter.

     "BREAK AMOUNT" means, as of any date of payment, redemption or acceleration
of any Note (the "APPLICABLE DATE"), an amount determined by the Reference Agent
on the date that is two Business Days prior to the  Applicable  Date pursuant to
the formula set forth  below;  PROVIDED,  HOWEVER,  that no Break Amount will be
payable (x) if the Break Amount, as calculated pursuant to the formula set forth
below,  is equal to or less than zero or (y) on or in respect of any  Applicable

<PAGE>

Date that is an Interest  Payment Date (or, if such an Interest  Payment Date is
not a Business Day, the next succeeding Business Day)

          Break Amount = Z-Y

          Where:

          X = with respect to any applicable Interest Period, the sum of (i) the
              amount of the outstanding  principal amount of such Note as of the
              first  day  of the  then  applicable  Interest  Period  plus  (ii)
              interest  payable  thereon during such entire  Interest  Period at
              then effective LIBOR.

          Y = X,  discounted  to  present  value  from  the last day of the then
              applicable  Interest  Period to the  Applicable  Date,  using then
              effective LIBOR as the discount rate.

          Z = X,  discounted  to  present  value  from  the last day of the then
              applicable  Interest Period to the Applicable  Date,  using a rate
              equal to the applicable London interbank offered rate for a period
              commencing  on the  Applicable  Date and ending on the last day of
              the then applicable  Interest Period,  determined by the Reference
              Agent as of two Business Days prior to the Applicable  Date as the
              discount rate.

     "BUSINESS DAY" means any day that is a day for trading by and between banks
in the London interbank  Eurodollar  market and that is 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 Security is outstanding,
the city and state in which the Trustee maintains its Corporate Trust Office or,
solely with  respect to draws under any Policy,  the city and state in which the
office of the Policy  Provider at which notices,  presentations,  transmissions,
deliveries and  communications  are to be made under the Policy is located,  and
that,  solely with  respect to draws  under the  Liquidity  Facility,  also is a
"Business Day" as defined in the Liquidity Facility.

     "CAPPED INTEREST RATE" means a rate per annum equal to 12%.

     "CASH COLLATERAL" means cash and/or Investment  Securities  deposited or to
be deposited with the Collateral Agent or an Eligible Institution and subject to
the Lien of any Collateral Agreement.

     "CASH COLLATERAL  ACCOUNT" means an Eligible Deposit Account in the name of
the Trustee maintained at an Eligible Institution, which shall be the Trustee if
it shall so qualify,  into which all amounts drawn under the Liquidity  Facility
pursuant  to  Section  3.5(c),  3.5(d)  or  3.5(i)  of the  Indenture  shall  be
deposited.

     "CITIZEN OF THE UNITED STATES" is defined in 49 U.S.C.ss. 40102(a)(15).

     "CLEARING  AGENCY" means an organization  registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

<PAGE>

     "CLEARSTREAM" means Clearstream Banking societe anonyme, Luxembourg.

     "CLOSING DATE" means the Issuance Date.

     "CODE" means the Internal Revenue Code of 1986, as amended.

     "COLLATERAL"  means the Spare Parts  Collateral and all other collateral in
which the Collateral  Agent has a security  interest  pursuant to the Collateral
Agreements.

     "COLLATERAL  AGENT" means the Trustee in its capacity as Security  Agent or
as agent on behalf of the Holders under any other Collateral Agreement.

     "COLLATERAL AGREEMENT" means the Security Agreement and any agreement under
which a security interest has been granted pursuant to Section 3.1(a)(ii) of the
Collateral Maintenance Agreement.

     "COLLATERAL   MAINTENANCE   AGREEMENT"  means  the  Collateral  Maintenance
Agreement,  dated as of the date of the  Indenture,  between the Company and the
Policy Provider.

     "COLLATERAL  RATIO" shall mean a percentage  determined by dividing (i) the
aggregate  principal amount of all Securities  Outstanding  minus the sum of the
Cash  Collateral  held by the Collateral  Agent by (ii) the Fair Market Value of
all Collateral (excluding any Cash Collateral),  as set forth in the most recent
Independent Appraiser's Certificate delivered by the Company pursuant to Article
2 of the Collateral Maintenance  Agreement,  as supplemented pursuant to Section
3.1 of the Collateral Maintenance Agreement, if applicable.

     "COLLECTION  ACCOUNT" means the Eligible Deposit Account established by the
Trustee  pursuant to Section 8.13 of the Indenture  which the Trustee shall make
deposits in and withdrawals from in accordance with the Indenture.

     "COMPANY"  means the party named as such in the Indenture or any obligor on
the  Securities  until a successor  replaces it  pursuant to the  Indenture  and
thereafter means the successor.

     "CONSENT PERIOD" is defined in Section 3.5(d) of the Indenture.

     "CONTINENTAL  BANKRUPTCY EVENT" means the occurrence and continuation of an
Event of Default under Section 7.1(d), (e) or (f) of the Indenture.

     "CONTINENTAL CASH BALANCE" means the sum of (a) the amount of cash and cash
equivalents  that would have been shown on the balance sheet of Continental  and
its  consolidated  subsidiaries  prepared  in  accordance  with  GAAP  as of any
Valuation  Date,  plus (b) the amount of marketable  securities  that would have
been  reflected on such balance  sheet which had, as of such  Valuation  Date, a
maturity  of less than one year and which,  but for their  maturity,  would have
qualified to be reflected on such balance sheet as cash equivalents.

     "CONTROLLING  PARTY" means the Person  entitled to act as such  pursuant to
the terms of Section 3.8 of the Indenture.

<PAGE>

     "CORPORATE  TRUST  OFFICE" when used with respect to the Trustee  means the
office  of the  Trustee  at which at any  particular  time its  corporate  trust
business  is  administered  and  which,  at the  Closing  Date,  is  located  at
Wilmington  Trust  Company,  as Trustee,  Rodney  Square North 1100 North Market
Street, Wilmington, Delaware 19890, Attention: Corporate Trust Administration.

     "DEBT  BALANCE"  means  110% of the  principal  amount  of the  Outstanding
Securities.

     "DEBT RATE" means a rate per annum equal, in the case of the first Interest
Period, to 2.32% and, in the case of any subsequent  Interest Period,  LIBOR for
such Interest Period, as determined  pursuant to the Reference Agency Agreement,
plus the Applicable  Margin,  PROVIDED that, solely in the event no Registration
Event (as defined in the Registration  Rights  Agreement)  occurs on or prior to
the 210th day after the Closing  Date,  the Debt Rate shall be  increased  by an
additional margin equal to 0.50% per annum, from and including such 210th day to
and  excluding  the  earlier  of (i) the date on which such  Registration  Event
occurs and (ii) the date on which there ceases to be any Registrable  Securities
(as defined in the Registration Rights Agreement)); or if the Shelf Registration
Statement (as defined in the  Registration  Rights  Agreement) (if it is filed),
after being  declared  effective by the SEC,  ceases to be effective at any time
during  the period  specified  by Section  2(b)(B)  of the  Registration  Rights
Agreement for more than 60 days, whether or not consecutive, during any 12-month
period,  the Debt Rate shall be increased by an additional margin equal to 0.50%
per annum from and including the 61st day of the applicable 12-month period such
Shelf Registration Statement ceases to be effective to and excluding the date on
which the Shelf Registration  Statement again becomes effective (or, if earlier,
the end of the period  specified by Section 2(b)(B) of the  Registration  Rights
Agreement),  PROVIDED that the additional margin added to the Debt Rate pursuant
to the preceding proviso shall never exceed 0.50% at any time,  PROVIDED FURTHER
that,  if a default in the payment of interest on the  Securities  occurs and is
continuing on any Interest  Payment Date,  then the Debt Rate  applicable to the
Interest Period ending on such Interest Payment Date shall not exceed the Capped
Interest  Rate,  except that for  purposes  of any  payment  made by the Company
intended to cure such default, this proviso shall not apply.

     "DEFAULT"  means any event which is, or after notice or passage of time, or
both, would be, an Event of Default.

     "DEFINITIONS  APPENDIX" means the Definitions Appendix attached as Appendix
I to the Indenture and constituting a part of the Indenture.

     "DEFINITIVE SECURITIES" is defined in Section 2.1(e) of the Indenture.

     "DESIGNATED LOCATIONS" means the locations in the U.S. designated from time
to time by the Company at which the Pledged  Spare Parts may be maintained by or
on behalf of the Company,  which  initially  shall be the locations set forth on
Schedule 1 to the Security Agreement and shall include the additional  locations
designated by the Company pursuant to Section 4.04(d) of the Security Agreement.

     "DESIGNATED REPRESENTATIVES" is defined in Section 3.7(b) of the Indenture.

<PAGE>

     "DISTRIBUTION  DATE"  means (i) each  Scheduled  Payment  Date  (and,  if a
Payment  required to be paid to the Trustee for  distribution  on such Scheduled
Payment Date has not been so paid by 12:30 p.m.,  New York time,  in whole or in
part, on such Scheduled Payment Date, the next Business Day on which the Trustee
receives some or all of such Payment by 12:30 p.m., New York time,  except for a
defaulted  payment  of  interest  that is not paid  within  five days  after the
Scheduled  Payment Date therefor),  (ii) each day established for payment by the
Trustee pursuant to Section 7.10, (iii) the  Non-Performance  Payment Date, (iv)
the Final Legal  Maturity  Date, (v) the Election  Distribution  Date,  (vi) the
Policy Election  Distribution Date, (vii) the date established as a Distribution
Date pursuant to Section  3.6(f) of the Indenture and (viii) solely for purposes
of payments to be made by the Policy Provider  pursuant to Section 3.6(d) of the
Indenture  and not for purposes of any other payment or  distribution  under the
Indenture, the date established for such payment in accordance with the Policy.

     "DOWNGRADE DRAWING" is defined in Section 3.5(c) of the Indenture.

     "DOWNGRADE  EVENT" has the meaning  assigned to such term in Section 3.5(c)
of the Indenture.

     "DOWNGRADED FACILITY" is defined in Section 3.5(c) of the Indenture.

     "DRAWING"  means an Interest  Drawing,  a Final  Drawing,  a  Non-Extension
Drawing or a Downgrade Drawing, as the case may be.

     "DTC" means The Depository Trust Company, its nominees and their respective
successors.

     "ELECTION DISTRIBUTION DATE" is defined in Section 3.6(c) of the Indenture.

     "ELIGIBLE  ACCOUNT"  means an account  established  by and with an Eligible
Institution at the request of the Security Agent, which institution  agrees, for
all  purposes  of the New York UCC  including  Article 8 thereof,  that (a) such
account shall be a "securities  account" (as defined in Section 8-501 of the New
York UCC), (b) such  institution is a "securities  intermediary"  (as defined in
Section  8-102(a)(14)  of the New York UCC), (c) all property  (other than cash)
credited to such account shall be treated as a "financial  asset" (as defined in
Section  8-102(9)  of the New York UCC),  (d) the  Security  Agent  shall be the
"entitlement  holder"  (as  defined in Section  8-102(7) of the New York UCC) in
respect of such account,  (e) it will comply with all entitlement  orders issued
by the Security  Agent to the  exclusion  of the  Company,  (f) it will waive or
subordinate  in  favor of the  Security  Agent  all  claims  (including  without
limitation,  claims by way of  security  interest,  lien or right of  set-off or
right of recoupment),  and (g) the "securities intermediary jurisdiction" (under
Section 8-110(e) of the New York UCC) shall be the State of New York.

     "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 or issuer
credit  rating,  as the  case  may  be,  from  Moody's  of at  least  A-3 or its

<PAGE>

equivalent.  An Eligible  Deposit  Account may be maintained  with the Liquidity
Provider so long as the 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.

     "ELIGIBLE  INSTITUTION"  means (a) the  Security  Agent 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 or issuer  credit
rating, as the case may be, from Moody's of at least A-3 or its equivalent.

     "ELIGIBLE   INVESTMENTS"  means  (a)  investments  in  obligations  of,  or
guaranteed  by,  the U.S.  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 of at least P-1 and a short-term issuer credit rating issued by Standard
& Poor's of at least A-1 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 a  short-term  unsecured  debt  rating by
Moody's of at least P-1 and a  short-term  issuer  credit  rating by  Standard &
Poor's of at least A-1,  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 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;  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) above which is
issued or guaranteed by the Company or any of its Affiliates,  and no investment
in the  obligations  of any one  bank in  excess  of  $10,000,000,  shall  be an
Eligible  Investment  unless written  approval has been obtained from the Policy
Provider and a Ratings Confirmation shall have been received with respect to the
making of such investment.

     "ENGINE"  means an  engine  used,  or  intended  to be used,  to  propel an
Aircraft, including a part, appurtenance,  and accessory of the Engine, except a
Propeller.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended from time to time

     "EUROCLEAR"  means Euroclear Bank  S.A./N.V.,  as operator of the Euroclear
System.

     "EVENT OF DEFAULT" is defined in Section 7.1 of the Indenture.

<PAGE>

     "EVENT OF LOSS" means (i) the loss of any of the Pledged  Spare Parts or of
the use thereof due to destruction,  damage beyond repair or rendition of any of
the  Pledged  Spare  Parts  permanently  unfit  for  normal  use for any  reason
whatsoever (other than the use of Expendables in the Company's operations); (ii)
any damage to any of the Pledged  Spare  Parts  which  results in the receipt of
insurance  proceeds  with respect to such Pledged Spare Parts on the basis of an
actual  or  constructive  loss;  or (iii) the loss of  possession  of any of the
Pledged Spare Parts by the Company for ninety (90)  consecutive days as a result
of the theft or disappearance of such Pledged Spare Parts.

     "EXCHANGE ACT" means the  Securities  Exchange Act of 1934, as amended from
time to time.

     "EXCHANGE  FLOATING  RATE  SECURED  NOTES DUE 2007" is  defined  in Section
2.1(a) of the Indenture.

     "EXCHANGE OFFER" means the exchange offer which may be made pursuant to the
Registration  Rights  Agreement to exchange  Initial  Certificates  for Exchange
Certificates.

     "EXCHANGE OFFER  REGISTRATION  STATEMENT" means the registration  statement
that,  pursuant to the Registration  Rights  Agreement,  is filed by the Company
with the SEC with  respect to the  exchange of Initial  Securities  for Exchange
Securities.

     "EXCHANGE  SECURITIES"  means the securities  substantially  in the form of
Exhibit  A to the  Indenture  issued  in  exchange  for the  Initial  Securities
pursuant to the Registration Rights Agreement and authenticated  pursuant to the
Indenture.

     "EXCLUDED  PARTS" means Spare Parts and Appliances held by the Company at a
location not a Designated Location.

     "EXPENDABLES" means Qualified Spare Parts other than Rotables.

     "EXPENSES" means any and all  liabilities,  obligations,  losses,  damages,
settlements,   penalties,   claims,   actions,   suits,   costs,   expenses  and
disbursements (including, without limitation,  reasonable fees and disbursements
of legal counsel,  accountants,  appraisers,  inspectors or other professionals,
and costs of investigation).

     "FAA"  means the  Federal  Aviation  Administration  or similar  regulatory
authority established to replace it.

     "FAA FILED DOCUMENTS" means the Security Agreement.

     "FACILITY OFFICE" means, with respect to any Liquidity Facility, the office
of the Liquidity Provider  thereunder,  presently located at 1585 Broadway,  New
York, New York 10036, or such other office as such Liquidity  Provider from time
to time  shall  notify  the  Trustee  as its  "Facility  Office"  under any such
Liquidity  Facility;  provided that such Liquidity Provider shall not change its
Facility Office to another  Facility Office outside the United States of America
except in accordance  with  Sections  3.01,  3.02 or 3.03 of any such  Liquidity
Facility.

<PAGE>

     "FAIR MARKET VALUE" means, with respect to any Collateral,  its fair market
value  determined  on the basis of a  hypothetical  sale  negotiated in an arm's
length free market  transaction  between a willing and able seller and a willing
and able  buyer,  neither  of whom is  under  undue  pressure  to  complete  the
transaction,  under then current market conditions,  provided that cash shall be
valued at its Dollar amount.

     "FEDERAL   AVIATION  ACT"  means  Title  49  of  the  United  States  Code,
"Transportation",  as amended from time to time, or any similar  legislation  of
the United States enacted in substitution or replacement thereof.

     "FEE  LETTERS"  means,  collectively,  (i) the Fee  Letter  dated as of the
Closing Date between the Trustee and the initial Liquidity Provider with respect
to the initial  Liquidity  Facility and (ii) any fee letter entered into between
the Trustee and any Replacement Liquidity Provider in respect of any Replacement
Liquidity Facility.

     "FINAL DRAWING" is defined in Section 3.5(i) of the Indenture.

     "FINAL LEGAL MATURITY DATE" means December 6, 2009.

     "FINAL ORDER" has the meaning assigned to such term in the Policy.

     "FINAL SCHEDULED PAYMENT DATE" means December 6, 2007.

     "FINANCING  STATEMENTS"  means,  collectively,  UCC-1 financing  statements
covering  the Spare Parts  Collateral,  by the Company,  as debtor,  showing the
Security  Agent as secured  party,  for filing in Delaware,  Guam and each other
jurisdiction that, in the opinion of the Security Agent, is necessary to perfect
its Lien on the Spare Parts Collateral.

     "GAAP" means generally accepted accounting  principles in the United States
of America as in effect as of the Closing Date, including those set forth in (i)
the  opinions  and  pronouncements  of the  Accounting  Principles  Board of the
American  Institute  of  Certified  Public  Accountants,   (ii)  statements  and
pronouncements  of the Financial  Accounting  Standards Board,  (iii) such other
statements  by such other  entity as  approved by a  significant  segment of the
accounting  profession  and (iv) the rules and  regulations of the SEC governing
the inclusion of financial statements (including pro forma financial statements)
in periodic  reports required to be filed pursuant to Section 13 of the Exchange
Act,  including  opinions and  pronouncements in staff accounting  bulletins and
similar written statements from the accounting staff of the SEC.

     "GLOBAL EXCHANGE SECURITY" is defined in Section 2.1(f) of the Indenture.

     "GLOBAL SECURITIES" is defined in Section 2.1(d) of the Indenture.

     "GOVERNMENT  ENTITY"  means (a) any federal,  state,  provincial or similar
government,  and any  body,  board,  department,  commission,  court,  tribunal,
authority,  agency or other  instrumentality of any such government or otherwise
exercising any executive,  legislative,  judicial,  administrative or regulatory
functions  of  such  government  or  (b)  any  other  government  entity  having
jurisdiction over any matter contemplated by the Operative Documents or relating

<PAGE>

to the observance or performance of the obligations of any of the parties to the
Operative Documents.

     "HOLDER" or  "SECURITYHOLDER"  means the Person in whose name a Security is
registered on the Registrar's books.

     "INDEMNITEE" means (i) WTC, the Trustee and the Collateral Agent, (ii) each
separate or  additional  trustee or  security  agent  appointed  pursuant to the
Indenture, (iii) each Liquidity Provider, (iv) the Policy Provider, and (v) each
of the respective directors, officers, employees, agents and servants of each of
the persons described in clauses (i) through (iv) inclusive above.

     "INDENTURE"  means the  Indenture  dated as of December 6, 2002,  among the
Company, the Trustee, the Liquidity Provider and the Policy Provider under which
the Securities are issued.

     "INDENTURE  DISCHARGE  DATE"  means  the  date  of the  termination  of the
effectiveness  of the  Indenture  pursuant to Section  9.1(a)  thereof  (without
giving effect to Section 9.1(b) thereof).

     "INDENTURE TRUSTEE" means the Trustee.

     "INDEPENDENT APPRAISER" means Simat, Helliesen & Eichner, Inc. or any other
Person (i) engaged in a business which includes  appraising  Aircraft and assets
related to the operation and  maintenance of Aircraft from time to time and (ii)
who does not have any  material  financial  interest  in the  Company and is not
connected  with the Company or any of its  Affiliates  as an officer,  director,
employee, promoter, underwriter, partner or person performing similar functions.

     "INDEPENDENT  APPRAISER'S  CERTIFICATE"  means a  certificate  signed by an
Independent  Appraiser  and  attached  as Appendix  II to the  Offering  Memo or
delivered  thereafter  pursuant  to Article 2 or Section  3.1 of the  Collateral
Maintenance Agreement.

     "INITIAL CASH COLLATERAL" shall mean cash in the amount of $13,056,950.

     "INITIAL FLOATING RATE SECURED NOTES DUE 2007" is defined in Section 2.1(a)
of the Indenture.

     "INITIAL PURCHASER" means Morgan Stanley & Co. Incorporated.

     "INITIAL SECURITIES" mean the securities issued and authenticated  pursuant
to the Indenture and substantially in the form of Exhibit A thereto,  other than
the Exchange Securities.

     "INSTITUTIONAL ACCREDITED INVESTOR" means an institutional investor that is
an "accredited  investor"  within the meaning set forth in Rule 501(a)(1),  (2),
(3) or (7) of Regulation D under the Securities Act.

     "INTEREST DRAWING" is defined in Section 3.5(a) of the Indenture.

     "INTEREST  PAYMENT DATE" means March 6, June 6,  September 6 and December 6
of each year so long as any Security is Outstanding  (commencing March 6, 2003),

<PAGE>

PROVIDED that if any such day is not a Business Day, then the relevant  Interest
Payment Date shall be the next succeeding Business Day.

     "INTEREST  PERIOD" means (i) in the case of the first Interest Period,  the
period  commencing  on (and  including)  the  Closing  Date and  ending  on (but
excluding) the first  Interest  Payment Date following such date and (ii) in the
case  of  each  subsequent  Interest  Period,  the  period  commencing  on  (and
including) the last day of the immediately preceding Interest Period, and ending
on (but excluding) the next Interest Payment Date.

     "INVESTMENT  EARNINGS" means investment earnings on funds on deposit in the
Trust  Accounts net of losses and  investment  expenses of the Trustee in making
such investments.

     "INVESTMENT SECURITY" means (a) any bond, note or other obligation which is
a direct obligation of or guaranteed by the U.S. or any agency thereof;  (b) any
obligation  which is a direct  obligation  of or  guaranteed by any state of the
U.S. or any subdivision  thereof or any agency of any such state or subdivision,
and which has the highest rating published by Moody's or Standard & Poor's;  (c)
any commercial  paper issued by a U.S. obligor and rated at least P-1 by Moody's
or A-1 by Standard & Poor's; (d) any money market investment  instrument relying
upon the credit and  backing of any bank or trust  company  which is a member of
the Federal Reserve System and which has a combined capital  (including  capital
reserves  to the extent not  included in  capital)  and  surplus  and  undivided
profits of not less than  $250,000,000  (including the Collateral  Agent and its
Affiliates if such  requirements  as to Federal  Reserve  System  membership and
combined  capital and surplus and undivided  profits are satisfied),  including,
without  limitation,  certificates of deposit,  time and other  interest-bearing
deposits,   bankers'   acceptances,   commercial   paper,   loan  and   mortgage
participation   certificates  and  documented   discount  notes  accompanied  by
irrevocable  letters  of  credit  and  money  market  fund  investing  solely in
securities  backed by the full  faith and credit of the  United  States;  or (e)
repurchase agreements collateralized by any of the foregoing.

     "ISSUANCE DATE" means the date of issuance of the Initial Securities.

     "LAW" means (a) any constitution, treaty, statute, law, decree, regulation,
order,  rule or  directive  of any  Government  Entity,  and (b) any judicial or
administrative  interpretation  or application of, or decision under, any of the
foregoing.

     "LIBOR" has the meaning specified in the Reference Agency Agreement.

     "LIBOR ADVANCE" has the meaning provided in the Liquidity Facility.

     "LIEN" means any mortgage,  pledge, lease, security interest,  encumbrance,
lien or charge of any kind affecting title to or any interest in property.

     "LIQUIDITY  EVENT OF DEFAULT" has the meaning  assigned to such term in the
Liquidity Facility.

     "LIQUIDITY  EXPENSES"  means all Liquidity  Obligations  other than (i) the
principal  amount of any  Drawings  under the  Liquidity  Facility  and (ii) any
interest accrued on any Liquidity Obligations.

<PAGE>

     "LIQUIDITY FACILITY" means, initially, the Revolving Credit Agreement dated
as of the Issuance Date, between the Trustee and the initial Liquidity Provider,
and from and after the replacement of such Revolving Credit  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.

     "LIQUIDITY  GUARANTEE" means the Guarantee Agreement,  dated as of the date
of the Indenture,  providing for the guarantee by the Liquidity Guarantor of the
obligations of the Liquidity Provider under the Liquidity Facility.

     "LIQUIDITY GUARANTOR" means Morgan Stanley.

     "LIQUIDITY  OBLIGATIONS"  means  all  principal,  interest,  fees and other
amounts owing to the Liquidity  Provider under the Liquidity Facility or the Fee
Letter.

     "LIQUIDITY  PROVIDER" means Morgan Stanley Capital Services Inc.,  together
with any Replacement Liquidity Provider which has issued a Replacement Liquidity
Facility to replace any  Liquidity  Facility  pursuant to Section  3.5(e) of the
Indenture.

     "LIQUIDITY PROVIDER REIMBURSEMENT DATE" is defined in Section 3.6(d) of the
Indenture.

     "LOANS" is defined in Section 3.2 of the Collateral Maintenance Agreement.

     "MATERIAL  ADVERSE  CHANGE" means,  with respect to any person,  any event,
condition or circumstance  that  materially and adversely  affects such person's
business  or  consolidated  financial  condition,  or its  ability to observe or
perform  its  obligations,   liabilities  and  agreements  under  the  Operative
Documents.

     "MAXIMUM COLLATERAL RATIO" means 45%.

     "MINIMUM ROTABLE RATIO" means 150%.

     "MOODY'S" means Moody's Investors Service, Inc.

     "MOVES" is defined in Section 3.2 of the Collateral Maintenance Agreement.

     "MSCS" has the meaning specified in the first paragraph of the Indenture.

     "NEW YORK UCC" is defined in Section 1.01 of the Security Agreement.

     "NONAPPRAISAL  COMPLIANCE  REPORT"  means a  report  providing  information
relating  to  compliance  by the  Company  with  Section  3.2 of the  Collateral
Maintenance Agreement,  which shall be substantially in the form of Appendix III
to the Collateral Maintenance Agreement.

     "NON-CONTROLLING  PARTY"  means,  at any time,  the Holders,  the Liquidity
Provider and the Policy Provider,  excluding  whichever is the Controlling Party
at such time.

     "NON-EXTENDED FACILITY" is defined in Section 3.5(d) of the Indenture.

<PAGE>

     "NON-EXTENSION DRAWING" is defined in Section 3.5(d) of the Indenture.

     "NON-PERFORMANCE DRAWING" is defined in Section 3.6(c) of the Indenture.

     "NON-PERFORMANCE  PAYMENT  DATE"  is  defined  in  Section  3.6(c)  of  the
Indenture.

     "NON-PERFORMING"  means,  with respect to any Security,  a Payment  Default
existing thereunder (without giving effect to any Acceleration); PROVIDED, that,
in the event of a bankruptcy  proceeding  under the Bankruptcy Code in which the
Company is a debtor,  any Payment Default  existing at the  commencement of such
bankruptcy proceeding or during the 60-day period under Section 1110(a)(2)(A) of
the Bankruptcy Code (or such longer period as may apply under Section 1110(b) of
the Bankruptcy  Code or as may apply for the cure of such Payment  Default under
Section   1110(a)(2)(B)  of  the  Bankruptcy  Code)  shall  not  be  taken  into
consideration until the expiration of the applicable period.

     "NON-PERFORMING PERIOD" is defined in Section 3.6(c) of the Indenture.

     "NON-U.S.  PERSON" means any Person other than a U.S. person, as defined in
Regulation S.

     "NOTICE OF AVOIDED  PAYMENT"  has the meaning  assigned to such term in the
Policy.

     "NOTICE FOR PAYMENT"  means a Notice of  Nonpayment as such term is defined
in the Policy.

     "OBLIGATIONS" is defined in Section 2.01 of the Security Agreement.

     "OFFERING MEMO" means the Offering  Memorandum,  dated December 2, 2002, of
the Company relating to the offering of the Securities.

     "OFFICER"  means  the  Chairman  of the  Board,  the  President,  any  Vice
President  of any  grade,  the  Chief  Financial  Officer,  the  Treasurer,  any
Assistant Treasurer, the Secretary, any Assistant Secretary or the Controller of
the Company.

     "OFFICERS'   CERTIFICATE"  means  a  certificate  signed  by  two  Officers
satisfying the requirements of Sections 12.4 and 12.5 of the Indenture.

     "OPERATIVE DOCUMENTS" means the Indenture,  the Collateral Agreements,  the
Collateral Maintenance Agreement and the Reference Agency Agreement.

     "OPINION OF COUNSEL"  means a written  opinion from the General  Counsel of
the  Company,  legal  counsel to the  Company or another  legal  counsel  who is
reasonably acceptable to the Trustee, which Opinion of Counsel shall comply with
Sections 12.4 and 12.5 of the  Indenture.  The counsel may be an employee of the
Company. The acceptance by the Trustee (without written objection to the Company
during the fifteen (15) Business Days  following  receipt) of, or its action on,
an opinion of counsel not  specifically  referred  to above shall be  sufficient
evidence that such counsel is acceptable to the Trustee.

<PAGE>

         "OUTSTANDING" or "OUTSTANDING"  when used with respect to Securities or
a Security,  means all Securities theretofore  authenticated and delivered under
the Indenture, except:

          (a) Securities theretofore canceled by the Trustee or delivered to the
Trustee for cancellation;

          (b) Securities,  or portions thereof,  for whose payment or redemption
money in the necessary amount has been theretofore deposited with the Trustee in
trust for the Holders of such Securities,  PROVIDED that, if such Securities are
to be redeemed,  notice of such  redemption  has been duly given pursuant to the
Indenture or provision therefor satisfactory to the Trustee has been made;

          (c)  Securities  for which payment has been deposited with the Trustee
or any Paying Agent in trust  pursuant to Article 9 of the Indenture  (except to
the extent provided therein); and

          (d)  Securities  which have been paid,  or for which other  Securities
shall have been  authenticated  and delivered in lieu thereof or in substitution
therefor  pursuant to the terms of Section 2.12 of the  Indenture,  unless proof
satisfactory  to the Trustee is presented  that any such  Securities are held by
bona fide purchasers in whose hands the Securities are valid  obligations of the
Company.

     A Security does not cease to be  Outstanding  because the Company or one of
its  Affiliates  holds the  Security;  PROVIDED,  HOWEVER,  that in  determining
whether the Holders of the requisite  aggregate  principal  amount of Securities
Outstanding have given any request, demand,  authorization,  direction,  notice,
consent or waiver under the Indenture or any other Operative  Document,  Section
2.13 of the Indenture shall be applicable.

     "OUTSTANDING AMOUNT" is defined in Section 3.6(b) of the Indenture.

     "OVERDUE  SCHEDULED  PAYMENT" means any Payment of accrued  interest on the
Securities  which  is not in fact  received  by the  Trustee  (whether  from the
Company, the Liquidity Provider,  the Policy Provider or otherwise) on or within
five days after the  Scheduled  Payment Date  relating  thereto and which is not
subsequently  paid in  connection  with the  redemption  or final  maturity of a
Security.

     "PARTS  INVENTORY  REPORT" means,  as of any date, a list  identifying  the
Pledged  Spare Parts by  manufacturer's  part number and brief  description  and
stating the quantity of each such part included in the Pledged Spare Parts as of
such specified date.

     "PAYING AGENT" has the meaning provided in Section 2.8 of the Indenture.

     "PAYMENT"  means (i) any payment of principal of,  interest on, or Premium,
if any,  or Break  Amount,  if any,  with  respect  to the  Securities  from the
Company,  (ii) any payment of interest on the Securities  with funds drawn under
the Liquidity Facility or from a Cash Collateral Account or (iii) any payment of
interest on or principal  of  Securities  with funds drawn under the Policy,  or
(iv) any payment received or amount realized by the Trustee from the exercise of
remedies after the occurrence of an Event of Default.

<PAGE>

     "PAYMENT  DEFAULT"  means a Default  referred  to in Section  7.1(a) of the
Indenture.

     "PAYMENT  DUE RATE"  means  (a) the Debt Rate plus 2% or, if less,  (b) the
maximum rate permitted by applicable law.

     "PERMITTED  DAYS" is defined in Section 2.1 of the  Collateral  Maintenance
Agreement.

     "PERMITTED  LESSEE"  has the  meaning  provided  in  Section  3.6(b) of the
Collateral Maintenance Agreement.

     "PERMITTED LIEN" means (a) the rights of Security Agent under the Operative
Documents;  (b) Liens  attributable  to Security  Agent (both in its capacity as
Security Agent and in its individual  capacity);  (c) the rights of others under
agreements or  arrangements  to the extent  expressly  permitted by the terms of
Section 3.6 of the Collateral Maintenance Agreement;  (d) Liens for Taxes of the
Company (and its U.S. federal tax law consolidated group), either not yet due or
being  contested in good faith by appropriate  proceedings so long as such Liens
and such proceedings do not involve any material risk of the sale, forfeiture or
loss of the Pledged  Spare Parts or the  interest of Security  Agent  therein or
impair  the  Lien of the  Security  Agreement;  (e)  materialmen's,  mechanics',
workers',  repairers',  employees'  or other like Liens  arising in the ordinary
course of business for amounts the payment of which is either not yet delinquent
for  more  than 60 days or is  being  contested  in good  faith  by  appropriate
proceedings,  so long as such  Liens and such  proceedings  do not  involve  any
material risk of the sale,  forfeiture or loss of the Pledged Spare Parts or the
interest of Security Agent therein or impair the Lien of the Security Agreement;
(f) Liens arising out of any judgment or award  against the Company,  so long as
such  judgment  shall,  within  60 days  after  the  entry  thereof,  have  been
discharged or vacated,  or execution thereof stayed pending appeal or shall have
been discharged, vacated or reversed within 60 days after the expiration of such
stay, and so long as during any such 60 day period there is not as a result,  or
any such  judgment or award does not  involve,  any  material  risk of the sale,
forfeiture or loss of the Pledged Spare Parts or the interest of Security  Agent
therein or any impairment of the Lien of the Security  Agreement;  (g) any other
Lien  with  respect  to which the  Company  shall  have  provided  a bond,  cash
collateral  or other  security  adequate in the  reasonable  opinion of Security
Agent.

     "PERSON" means any individual, corporation,  partnership, limited liability
company,  joint  venture,  association,  joint-stock  company,  trust,  trustee,
unincorporated  organization,  government or any agency or political subdivision
thereof or any other entity.

     "PLEDGED  SPARE PARTS" has the meaning set forth in clause (1) of the first
paragraph of Section 2.01 of the Security Agreement.

     "POLICY"  means MBIA Insurance  Corporation  Financial  Guaranty  Insurance
Policy No. 39753,  issued as of the Closing Date,  as amended,  supplemented  or
otherwise modified from time to time in accordance with its respective terms.

     "POLICY  ACCOUNT"  means the Eligible  Deposit  Account  established by the
Trustee  pursuant to Section  8.13(a) of the  Indenture  which the Trustee shall
make deposits in and withdrawals from in accordance with the Indenture.

<PAGE>

     "POLICY DRAWING" means any payment of a claim under the Policy.

     "POLICY  ELECTION  DISTRIBUTION  DATE" is defined in Section  3.6(c) of the
Indenture.

     "POLICY  EXPENSES"  means all  amounts  (including  amounts  in  respect of
premiums,  fees,  expenses or indemnities)  due to the Policy Provider under the
Policy Provider  Agreement other than (i) any Policy Drawing,  (ii) any interest
accrued on any  Policy  Provider  Obligations,  and (iii)  reimbursement  of and
interest on the Liquidity  Obligations in respect of the Liquidity Facility paid
by the Policy Provider to the Liquidity Provider;  provided that if, at the time
of  determination,  a Policy Provider Default exists,  Policy Expenses shall not
include any indemnity payments owed to the Policy Provider.

     "POLICY FEE LETTER" means the fee letter, dated as of the date hereof, from
the Policy  Provider to Continental  and  acknowledged  by the Trustee,  setting
forth the fees and premiums payable with respect to the Policy.

     "POLICY  PROVIDER" means MBIA Insurance  Corporation,  a New York insurance
company, and its successors and permitted assigns.

     "POLICY  PROVIDER  AGREEMENT"  means the Insurance and Indemnity  Agreement
dated as of the date  hereof  among the  Trustee,  the  Company  and the  Policy
Provider,  as amended,  supplemented or otherwise  modified from time to time in
accordance with its terms.

     "POLICY PROVIDER DEFAULT" shall mean the occurrence of any of the following
events:  (a) the  Policy  Provider  fails to make a payment  required  under the
Policy in accordance with its terms and such failure remains  unremedied for two
Business Days  following  the delivery of Written  Notice of such failure to the
Policy  Provider or (b) the Policy  Provider (i) files any petition or commences
any case or proceeding under any provisions of any federal or state law relating
to insolvency, bankruptcy,  rehabilitation,  liquidation or reorganization, (ii)
makes a general  assignment  for the  benefit of its  creditors  or (iii) has an
order for relief  entered  against it under any federal or state law relating to
insolvency,  bankruptcy,  rehabilitation,  liquidation or reorganization that is
final and nonappealable,  or (c) a court of competent jurisdiction, the New York
Department of Insurance or another competent regulatory authority enters a final
and nonappealable order, judgment or decree (i) appointing a custodian, trustee,
agent or receiver for the Policy Provider or for all or any material  portion of
its  property  or (ii)  authorizing  the taking of  possession  by a  custodian,
trustee,  agent or receiver of the Policy  Provider (or taking of  possession of
all or any material portion of the Policy Provider's property).

     "POLICY PROVIDER ELECTION" is defined in Section 3.6(c) of the Indenture.

     "POLICY  PROVIDER  INTEREST  OBLIGATIONS"  means any interest on any Policy
Drawing made to cover any shortfall attributable to any failure of the Liquidity
Provider to honor any Interest Drawing in accordance with Section 2.02(e) of the
Liquidity  Facility in an amount equal to the amount of interest that would have
accrued on such  Interest  Drawing  if such  Interest  Drawing  had been made in
accordance with Section  2.02(e) of the Liquidity  Facility at the interest rate
applicable to such Interest Drawing until such Policy Drawing has been repaid in
full.

<PAGE>

     "POLICY PROVIDER  OBLIGATIONS"  means all  reimbursement and other amounts,
including,  without limitation, fees and indemnities (to the extent not included
in Policy  Expenses),  due to the  Policy  Provider  under the  Policy  Provider
Agreement  but shall not include  any  interest  on Policy  Drawings  other than
Policy Provider Interest Obligations.

     "PREMIUM" means,  with respect to any Security redeemed pursuant to Article
4 of the  Indenture,  the following  percentage of the principal  amount of such
Security:  (i) if redeemed  before the first  anniversary  of the Issuance Date,
1.5%; (ii) if redeemed on or after such first  anniversary and before the second
anniversary of the Issuance  Date,  1.0%; and (iii) if redeemed on or after such
second  anniversary and before the third anniversary of the Issuance Date, 0.5%;
PROVIDED that no Premium shall be payable in connection  with a redemption  made
by the Company to satisfy the Maximum  Collateral Ratio or Minimum Rotable Ratio
requirement pursuant to Section 3.1 of the Collateral Maintenance Agreement.

     "PRIOR FUNDS" means, on any  Distribution  Date, any Drawing paid under the
Liquidity  Facility on such  Distribution  Date and any funds withdrawn from the
Cash Collateral Account on such Distribution Date in respect of accrued interest
on the Securities.

     "PROCEEDS   DEFICIENCY  DRAWING"  is  defined  in  Section  3.6(b)  of  the
Indenture.

     "PROPELLER" includes a part, appurtenance, and accessory of a propeller.

     "PROVIDER  INCUMBENCY  CERTIFICATE"  is defined  in  Section  3.7(b) of the
Indenture.

     "PROVIDER REPRESENTATIVES" is defined in Section 3.7(b) of the Indenture.

     "PURCHASE AGREEMENT" means the Purchase Agreement dated December 2, 2002 by
and between the Initial Purchaser and the Company.

     "QIB" means a qualified institutional buyer as defined in Rule 144A.

     "QUALIFIED SPARE PARTS" has the meaning provided in clause (1) of the first
paragraph in Section 2.01 of the Security Agreement.

     "RATING  AGENCIES"  means,  collectively,  at  any  time,  each  nationally
recognized  rating agency which shall have been requested by the Company to rate
the Securities and which shall then be rating the Securities. The initial Rating
Agency will be Moody'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 the  Securities  below the
then current rating for the Securities (such rating as determined without regard
to the  Policy)  or  (ii) a  withdrawal  or  suspension  of  the  rating  of the
Securities.

     "RECORD  DATE"  means the  fifteenth  (15th) day  preceding  any  Scheduled
Interest Payment Date, whether or not a Business Day.

<PAGE>

     "REDEMPTION  DATE",  when used with respect to any Security to be redeemed,
means the date fixed for such  redemption  by or pursuant to the  Indenture  and
such Security.

     "REFERENCE AGENCY AGREEMENT" means the Reference Agency Agreement, dated as
of the Issuance Date, among the Company, WTC, as the reference agent thereunder,
and the Trustee.

     "REGISTER" has the meaning provided in Section 2.8 of the Indenture.

     "REGISTRAR" has the meaning provided in Section 2.8 of the Indenture.

     "REGISTRATION  RIGHTS  AGREEMENT" means the  Registration  Rights Agreement
dated as of  December  6, 2002,  by and  between  the  Company  and the  Initial
Purchaser.

     "REGULATION S" means Regulation S under the Securities Act.

     "REGULATION S DEFINITIVE  SECURITIES"  is defined in Section  2.1(e) of the
Indenture.

     "REGULATION  S  GLOBAL  SECURITY"  is  defined  in  Section  2.1(d)  of the
Indenture.

     "RELEVANT DATE" is defined in Section 3.6(c) of the Indenture.

     "REPLACEMENT  LIQUIDITY  FACILITY"  means 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  Securities  (before
downgrading  of such  ratings,  if any,  as a result of the  downgrading  of the
Liquidity Provider),  and be consented to by the Policy Provider,  which consent
shall not be  unreasonably  withheld  or  delayed,  in a face  amount  (or in an
aggregate face amount) equal to the amount of interest payable on the Securities
(at the Capped  Interest Rate, and without regard to expected  future  principal
payments) on the eight Interest  Payment Dates following the date of replacement
of such Liquidity Facility (or if such date is an Interest Payment Date, on such
day and the seven  Interest  Payment Dates  following the date of replacement of
such Liquidity  Facility) and issued by a Person (or Persons)  having  unsecured
short-term  debt rating or issuer credit  rating,  as the case may be, issued by
the 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 the Securities may have a stated  expiration date earlier than 15 days after
the Final Legal  Maturity Date so long as such  Replacement  Liquidity  Facility
provides for a  Non-Extension  Drawing as  contemplated by Section 3.5(d) of the
Indenture.

     "REQUEST" means a written request for the action therein  specified  signed
on behalf of the Company by any  Officer  and  delivered  to the  Trustee.  Each
Request shall be  accompanied  by an Officers'  Certificate if and to the extent
required by Section 12.4 of the Indenture.

     "REQUIRED  AMOUNT" means,  for any day, the sum of the aggregate  amount of
interest,  calculated at the Capped  Interest Rate, that would be payable on the
Securities on each of the eight successive  Interest  Payment Dates  immediately
following such day or, if such day is an Interest  Payment Date, on such day and
the succeeding  seven Interest  Payment  Dates,  in each case  calculated on the

<PAGE>

basis of the  outstanding  principal  amount of the  Securities on such date and
without regard to expected future payments of principal on the Securities.

     "REQUIRED  HOLDERS" means from time to time the Holders of more than 50% in
aggregate unpaid principal amount of the Securities then Outstanding.

     "RESPONSIBLE OFFICER" means (i) with respect to the Trustee, any officer in
the  corporate  trust  administration  department  of the  Trustee  or any other
officer  customarily  performing  functions  similar to those  performed  by the
Persons who at the time shall be such  officers or to whom any  corporate  trust
matter is referred  because of his or her  knowledge of and  familiarity  with a
particular subject, (ii) with respect to the Liquidity Provider,  any authorized
officer  of the  Liquidity  Provider,  and  (iii)  with  respect  to the  Policy
Provider, any authorized officer of the Policy Provider.

     "RESTRICTED  DEFINITIVE  SECURITIES"  is defined  in Section  2.1(e) of the
Indenture.

     "RESTRICTED GLOBAL SECURITY" is defined in Section 2.1(c) of the Indenture.

     "RESTRICTED LEGEND" is defined in Section 2.2 of the Indenture.

     "RESTRICTED PERIOD" is defined in Section 2.1(d) of the Indenture.

     "RESTRICTED SECURITIES" are defined in Section 2.2 of the Indenture.

     "ROTABLE"  means a  Qualified  Spare  Part that  wears over time and can be
repeatedly restored to a serviceable  condition over a period  approximating the
life of the flight equipment to which it relates.

     "ROTABLE RATIO" shall mean a percentage determined by dividing (i) the Fair
Market  Value of the  Rotables,  as set  forth in the  most  recent  Independent
Appraiser's  Certificate  delivered by the Company  pursuant to Article 2 of the
Collateral Maintenance Agreement, as supplemented pursuant to Section 3.1 of the
Collateral Maintenance Agreement, if applicable, by (ii) the aggregate principal
amount of all Securities  Outstanding  minus the sum of the Cash Collateral held
by the Collateral Agent.

     "RULE 144A" means Rule 144A under the Securities Act.

     "SALES" is defined in Section 3.2 of the Collateral Maintenance Agreement.

     "SCHEDULED INTEREST PAYMENT DATE" means each Interest Payment Date, without
giving effect to the proviso to the definition of Interest Payment Date.

     "SCHEDULED PAYMENT DATE" means (i) with respect to any payment of interest,
the Interest Payment Date applicable  thereto,  (ii) with respect to any payment
of defaulted  interest,  the payment date established  pursuant to Section 2.16,
(iii)  with  respect to  amounts  due on the  redemption  of any  Security,  the
Redemption Date applicable thereto,  and (iv) with respect to the final maturity
of the Securities, December 6, 2007.

<PAGE>

     "SEC" means the  Securities  and  Exchange  Commission  and any  government
agency succeeding to its functions.

     "SECTION 1110" means Section 1110 of the Bankruptcy Code.

     "SECTION 1110 PERIOD" means the continuous  period of (i) 60 days specified
in Section  1110(a)(2)(A) of the Bankruptcy Code (or such longer period, if any,
agreed to under Section 1110(b) of the Bankruptcy Code), plus (ii) an additional
period,  if any,  commencing  with the trustee or  debtor-in-possession  in such
proceeding agreeing,  with court approval,  to perform its obligations under the
Operative  Documents  within  such 60 days (or  longer  period  as  agreed)  and
continuing  until such time as such  trustee or  debtor-in-possession  ceases to
fully perform its obligations  thereunder with the result that the period during
which the Collateral Agent is prohibited from  repossessing the collateral under
any Collateral Agreement comes to an end.

     "SECURITIES" means the "Securities",  as defined in the Indenture, that are
issued under the Indenture.

     "SECURITIES  ACT" means the Securities Act of 1933, as amended from time to
time.

     "SECURITY AGENT" means the Trustee acting in the capacity of security agent
on behalf of the Holders under the Security Agreement.

     "SECURITY  AGREEMENT" means the Spare Parts Security  Agreement dated as of
the date of the Indenture between the Company and the Security Agent.

     "SECURITYHOLDER" means any holder of one or more Securities.

     "SEMIANNUAL  METHODOLOGY" means the Annual  Methodology,  excluding actions
referred to in clauses (iii) and (iv) of the definition of Annual Methodology.

     "SEMIANNUAL  VALUATION  DATE" is defined in Section  2.2 of the  Collateral
Maintenance Agreement.

     "SERVICEABLE PARTS" means Pledged Spare Parts in condition satisfactory for
incorporation  in,  installation on,  attachment or appurtenance to or use in an
Aircraft, Engine or other Qualified Spare Part.

     "SHELF REGISTRATION STATEMENT" means the shelf registration statement which
may be  required  to be  filed  by the  Company  with  the SEC  pursuant  to the
Registration  Rights  Agreement,  other  than  an  Exchange  Offer  Registration
Statement.

     "SPARE  PART"  means an  accessory,  appurtenance,  or part of an  Aircraft
(except an Engine or  Propeller),  Engine  (except a Propeller),  Propeller,  or
Appliance,  that is to be  installed  at a later  time in an  Aircraft,  Engine,
Propeller or Appliance.

     "SPARE PARTS  COLLATERAL" has the meaning  specified in Section 2.01 of the
Security Agreement.

<PAGE>

     "SPARE  PARTS  DOCUMENTS"  has the  meaning  set forth in clause (6) of the
first paragraph of Section 2.01 of the Security Agreement.

     "SPECIAL  DEFAULT"  means a Payment  Default  or a  Continental  Bankruptcy
Event.

     "SPECIAL  RECORD  DATE" has the  meaning  provided  in Section  2.10 of the
Indenture.

     "SPECIAL  VALUATION  DATE" is  defined  in  Section  2.4 of the  Collateral
Maintenance Agreement.

     "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a division of
The McGraw-Hill Companies, Inc.

     "STATED  AMOUNT" means the Maximum  Commitment (as defined in the Liquidity
Facility).

     "STATED EXPIRATION DATE" is defined in Section 3.5(d) of the Indenture.

     "SUBORDINATED SECURITIES" is defined in Section 2.18 of the Indenture.

     "SUCCESSOR COMPANY" is defined in Section 5.4(a)(i) of the Indenture.

     "SUPPLEMENTAL  SECURITY  AGREEMENT"  means  a  supplement  to the  Security
Agreement substantially in the form of Exhibit A to the Security Agreement.

     "SUPPORT  DOCUMENTS" means the Liquidity  Facility,  the Policy, the Policy
Provider Agreement and the Fee Letters.

     "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.

     "TERMINATION NOTICE" has the meaning assigned to such term in the Liquidity
Facility.

     "THRESHOLD AMOUNT" means $2,000,000.

     "THRESHOLD  RATING" means the  short-term  unsecured  debt rating of P-1 by
Moody's  and A-1 by  Standard  & Poor's;  PROVIDED  that so long as the  initial
Liquidity Provider is the Liquidity  Provider,  the Threshold Rating shall apply
to the Liquidity Guarantor.

<PAGE>

     "TIA"  means  the  Trust  Indenture  Act  of  1939  (15  U.S.  Code  ss.ss.
77aaa-77bbbb) as in effect on the date of the Indenture; PROVIDED, HOWEVER, that
in the event the TIA is  amended  after such date,  "TIA"  means,  to the extent
required by any such amendment, the TIA as so amended.

     "TRUST ACCOUNTS" is defined in Section 8.13(a) of the Indenture.

     "TRUST OFFICER" means any officer in the corporate trust  department of the
Trustee,  or any other officer or assistant  officer of the Trustee  assigned by
the Trustee to administer its corporate trust matters.

     "TRUSTEE"  means the party named as such in the Indenture until a successor
replaces it in accordance  with the  provisions of the Indenture and  thereafter
means the successor.

     "TRUSTEE  INCUMBENCY  CERTIFICATE"  is  defined  in  Section  3.7(a) of the
Indenture.

     "TRUSTEE   PROVISIONS"   is  defined  in  Section  4.1  of  the  Collateral
Maintenance Agreement.

     "TRUSTEE REPRESENTATIVES" is defined in Section 3.7(a) of the Indenture.

     "UCC"  means the  Uniform  Commercial  Code as in effect in any  applicable
jurisdiction.

     "UNAPPLIED   PROVIDER  ADVANCE"  is  defined  in  the  Liquidity  Facility.

     "UNSERVICEABLE  PARTS" means Pledged  Spare Parts that are not  Serviceable
Parts.

     "U.S." or "UNITED STATES" means the United States of America.

     "U.S. AIR CARRIER" means any United States air carrier that is a Citizen of
the United States holding an air carrier operating  certificate  issued pursuant
to chapter  447 of title 49 of the United  States Code for  aircraft  capable of
carrying 10 or more individuals or 6000 pounds or more of cargo.

     "U.S. GOVERNMENT" means the federal government of the United States, or any
instrumentality or agency thereof the obligations of which are guaranteed by the
full faith and credit of the federal government of the United States.

     "U.S.  GOVERNMENT  OBLIGATIONS"  means direct  obligations (or certificates
representing an ownership  interest in such obligations) of the United States of
America  (including  any agency or  instrumentality  thereof) for the payment of
which the full faith and credit of the United  States of America is pledged  and
which are not callable at the option of the issuer thereof.

     "U.S.  PERSON"  means any Person  described in Section  7701(a)(30)  of the
Code.

     "VALUATION  DATES" is defined in Section 2.4 of the Collateral  Maintenance
Agreement.

     "WARRANTIES"  is  defined in clause  (2) of  Section  2.01 of the  Security
Agreement.

     "WRITTEN  NOTICE" means,  from the Trustee,  the Liquidity  Provider or the
Policy Provider, a written instrument executed by the Designated  Representative

<PAGE>

of such Person.  An invoice  delivered  by the  Liquidity  Provider  pursuant to
Section 3.1 of the Indenture in accordance with its normal invoicing  procedures
shall constitute Written Notice under such Section.

     "WTC" has the meaning specified in the first paragraph of the Indenture.

SECTION 2. RULES OF CONSTRUCTION.  Unless the context  otherwise  requires,  the
following  rules of  construction  shall apply for all purposes of the Operative
Documents  (including  this appendix) and of such  agreements as may incorporate
this appendix by reference.

          (a) In each Operative Document, unless otherwise expressly provided, a
reference to:

     (i)   each of the Company,  the Trustee, the Collateral Agent, the Security
           Agent  or  any  other  person  includes,  without  prejudice  to  the
           provisions of any Operative Document, any successor in interest to it
           and  any  permitted  transferee,  permitted  purchaser  or  permitted
           assignee of it;

     (ii)  words  importing the plural include the singular and words  importing
           the singular include the plural;

     (iii) any  agreement,  instrument  or document,  or any annex,  schedule or
           exhibit  thereto,  or  any  other  part  thereof,  includes,  without
           prejudice  to  the  provisions  of  any  Operative   Document,   that
           agreement,  instrument or document, or annex, schedule or exhibit, or
           part, respectively, as amended, modified or supplemented from time to
           time  in  accordance  with  its  terms  and in  accordance  with  the
           Operative  Documents,  and  any  agreement,  instrument  or  document
           entered into in substitution or replacement therefor;

     (iv)  any  provision  of any Law  includes  any such  provision as amended,
           modified, supplemented,  substituted,  reissued or reenacted prior to
           the Closing Date, and thereafter from time to time;

     (v)   the  words  "Agreement",   "this  Agreement",   "hereby",   "herein",
           "hereto",  "hereof" and  "hereunder" and words of similar import when
           used in any Operative  Document refer to such Operative Document as a
           whole and not to any particular provision of such Operative Document;

     (vi)  the words "including",  "including, without limitation",  "including,
           but not limited to", and terms or phrases of similar import when used
           in any Operative Document,  with respect to any matter or thing, mean
           including, without limitation, such matter or thing; and

     (vii) a "Section",  an "Exhibit", an "Annex", an "Appendix" or a "Schedule"
           in any Operative Document, or in any annex thereto, is a reference to
           a section of, or an exhibit,  an annex, an appendix or a schedule to,
           such Operative Document or such annex, respectively.

<PAGE>

          (b) Each  exhibit,  annex,  appendix  and  schedule to each  Operative
Document is incorporated in, and shall be deemed to be a part of, such Operative
Document.

          (c) Unless otherwise  defined or specified in any Operative  Document,
all   accounting   terms  therein   shall  be  construed   and  all   accounting
determinations thereunder shall be made in accordance with GAAP.

          (d) Headings used in any Operative  Document are for convenience  only
and  shall  not  in any  way  affect  the  construction  of,  or be  taken  into
consideration in interpreting, such Operative Document.

          (e) For  purposes  of each  Operative  Document,  the  occurrence  and
continuance of a Default or Event of Default referred to in Section 7.1(d),  (e)
or (f) of the Indenture  shall not be deemed to prohibit the Company from taking
any action or exercising any right that is  conditioned  on no Special  Default,
Default or Event of Default  having  occurred and be  continuing if such Special
Default,   Default  or  Event  of  Default   consists  of  the   institution  of
reorganization  proceedings  with respect to the Company under Chapter 11 of the
Bankruptcy  Code and the  trustee or  debtor-in-possession  in such  proceedings
shall have agreed to perform its obligations under the Operative  Documents with
the approval of the  applicable  court and  thereafter  shall have  continued to
perform such obligations in accordance with Section 1110.

<PAGE>

                                    EXHIBIT A

                     FORM OF SUPPLEMENTAL SECURITY AGREEMENT
                          (To Add Designated Locations)
                    SUPPLEMENTAL SECURITY AGREEMENT No. _____

     SUPPLEMENTAL SECURITY AGREEMENT NO. _______, dated as of __________ of
CONTINENTAL AIRLINES, INC., a Delaware corporation (together with its successors
and assigns, the "COMPANY").

     WHEREAS, the Company, which is a certificated air carrier under Section
44705 of title 49 of the U.S. Code, and Wilmington Trust Company, as Security
Agent (the "SECURITY AGENT"), have heretofore executed and delivered a Spare
Parts Security Agreement, dated as of [ ], 2002 (the "SECURITY AGREEMENT"), and
terms defined in the Security Agreement and used herein have such defined
meanings unless otherwise defined herein;

     WHEREAS, the Security Agreement grants a Lien on, among other things,
certain Spare Parts and Appliances to secure (subject to the provisions of the
Security Agreement) the payment of the Securities and the other Obligations;

     WHEREAS, the Company has previously designated the locations at which the
Pledged Spare Parts may be maintained by or on behalf of the Company in the
Security Agreement [and in Supplemental Security Agreement No. __];

     WHEREAS, the Security Agreement [and the Supplemental Security Agreements]
has [have] been duly recorded with the Federal Aviation Administration at
Oklahoma City, Oklahoma, pursuant to the Federal Aviation Act on the following
date as a document or conveyance bearing the following number:

                                   DATE OF                       DOCUMENT OR
                                  RECORDING                     CONVEYANCE NO.

Security Agreement......

     WHEREAS, the Company, as provided in the Security Agreement, is hereby
executing and delivering to the Security Agent this Supplemental Security
Agreement for the purposes of adding locations at which the Pledged Spare Parts
may be maintained by or on behalf of the Company; and

     WHEREAS, all things necessary to make this Supplemental Security Agreement
the valid, binding and legal obligation of the Company, including all proper
corporate action on the part of the Company, have been done and performed and
have happened;

     NOW, THEREFORE, THIS SUPPLEMENTAL SECURITY AGREEMENT WITNESSETH, that the
locations listed on Schedule 1 hereto shall be Designated Locations for purposes

<PAGE>

of the Security Agreement at which Pledged Spare Parts may be maintained by or
on behalf of the Company.

     This Supplemental Security Agreement shall be construed as supplemental to
the Security Agreement and shall form a part thereof, and the Security Agreement
is hereby incorporated by reference herein and is hereby ratified, approved and
confirmed.

     THIS SUPPLEMENTAL SECURITY AGREEMENT IS DELIVERED IN THE STATE OF NEW YORK.
THIS SECURITY AGREEMENT SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     Delivery of an executed counterpart of a signature page to this
Supplemental Security Agreement by telecopier shall be effective as delivery of
an original executed counterpart of this Supplemental Security Agreement.

<PAGE>

          IN WITNESS WHEREOF, this Supplemental Security Agreement has been duly
executed and delivered all as of the date first above written.

                                      CONTINENTAL AIRLINES, INC.


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

<PAGE>

                            SCHEDULE I to EXHIBIT A


<PAGE>

<TABLE>
<CAPTION>
                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS



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

                                                        WAREHOUSING

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                     <C>
Continental Airlines, Inc., Stores / Receiving          5840 S. Carge Road, Cleveland, OH 44135
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Off-Site Warehouse          640 Frelinghuysen Ave., Newark, NJ  07114
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          Brewster Road, Hangar 55C, Newark, NJ  07114
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          17-3120 Mariner Avenue, Tiyan Barrigada, Guam  96913
------------------------------------------------------------------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          Material Services - EWA Service Road. Gate 30, Honolulu International
                                                        Airport, Honolulu, HI  96819
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          110 Lauhoe Place, Honolulu, HI  96819
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          8401 Travelair Hangar #7, Houston, TX  77061
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          Houston Intercontinental Airport, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          7300 World Way West, Los Angeles, CA  90045
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          5410 Bear Road, Orlando, FL 32827
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Morales Warehouse Kitting   4849 Wright Road, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Parts Control               15851 Vickery Drive, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc., Stores / Receiving          4849 Wright Road / Bldg B, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

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

                                                        MAINTENANCE

------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Atlanta Hartsfield Intl. Airport Concourse D - 8, Atlanta, GA 30320
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Logan Intl. Airport Terminal C - A/C Dept., E. Boston, MA  02128
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              5300 Riverside Drive, Cleveland, OH  44135
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Ronald Reagan Washington National Airport, Washington, DC  20001
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              26360 East 103rd Avenue, Denver, CO  80249
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              910 W. Airfield Drive, Ste. 500, Dallas, TX  75261
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Detroit Metro Airport, Detroit, MI  48242
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Hangar 54, Brewster Road, Newark, NJ  07114
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              50 Terminal Drive, Ft. Lauderdale, FL  33315
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Honolulu Intl. Airport, 110 Lauhoe Drive, Honolulu, HI  96819
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              8437 Lockheed, Bldg. 3 Upstairs, Houston, TX  77061
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              4849 Wright Road, 141-B, Hangar E, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              15555 Vickery Drive, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              5757 Wayne Newton Blvd.- Ticket Counter, Las Vegas, NV  89111
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              7300 World Way West, Los Angeles, CA 90045
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              LaGuardia Airport, Main Terminal, Flushing, NY  11371
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              8855 Tradeport Drive, Orlando, FL  32827
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Miami Int'l Airport - Concourse G, Miami, FL  33122
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              New Orleans Intl. Airport Bldg 1, East Access Road, Kenner, LA  70062
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              O'Hare Intl. Airport, Chicago, IL  60666
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              3400 Sky Harbor Blvd., Phoenix, AZ  85034
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Raleigh - Durham Intl. Airport, Raleigh, NC  27613
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              9700 Airport Blvd. Room 222, San Antonio, TX  78216
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              SEA-TAC Intl. Airport- A/C MX Dept., Seattle, WA  98158
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              San Francisco Intl. Airport-S. Terminal Bldg, San Francisco, CA  94128
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              18601 N. Airport Way, Ste. 207,  Santa Ana, CA  92707
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Tampa Intl. Airport - Airside A, Tampa, FL  33607
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

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

                                                        REPAIR SUPPLIES

------------------------------------------------------------------------------------------------------------------------------------
4 Flight Industries                                     2057 S Grove Avenue, Ontario, CA  91761
------------------------------------------------------- ----------------------------------------------------------------------------
AAR Hermetic                                            100 Corporate Drive, Holtsville, NY  11742
------------------------------------------------------- ----------------------------------------------------------------------------
ACME Electric Corporation                               528 West 21st Street, Tempe, AZ  85282
------------------------------------------------------- ----------------------------------------------------------------------------
Adams Rite Aerospace Inc                                4141 N Palm St, Fullerton, CA  92835
------------------------------------------------------- ----------------------------------------------------------------------------
Air Cruisers Company                                    1740 Highway 34 North, Wall Township, NJ  07719
------------------------------------------------------- ----------------------------------------------------------------------------
Air Cruisers Company                                    15556 Dupont Avenue Building B, Chino, CA  91710
------------------------------------------------------- ----------------------------------------------------------------------------
Air Show Inc                                            15222 Del Amo, Tustin, CA  92780
------------------------------------------------------- ----------------------------------------------------------------------------
Air Spares                                              2617 East "L" Street, Tacoma, WA  98421-2201
------------------------------------------------------- ----------------------------------------------------------------------------
Aircraft Interiors Resources                            283 Lockhaven, Suite 122, Houston, TX  77073
------------------------------------------------------- ----------------------------------------------------------------------------
Allen Aircraft Products Inc                             6168 Woodbine Avenue, Ravenna, OH  44266
------------------------------------------------------- ----------------------------------------------------------------------------
Ameron Global Product Support                           1350-2 Lincoln Avenue, Holbrook, NY  11741
------------------------------------------------------- ----------------------------------------------------------------------------
Ametek Aerospace                                        Aerospace & Power Inst., 50 Fordham Road, Wilmington, MA  01887
------------------------------------------------------- ----------------------------------------------------------------------------
Ametek Aerospace                                        1644 Whittier Ave., Costa Mesa, CA  92627
------------------------------------------------------- ----------------------------------------------------------------------------
Applied Aerodynamics Inc                                2265 Valley Branch Ln, Dallas, TX  75234
------------------------------------------------------- ----------------------------------------------------------------------------
Argo-Tech Corporation                                   671 West 17th Street, Costa Mesa, CA  92627
------------------------------------------------------- ----------------------------------------------------------------------------
Arkwin Industries, Inc                                  686 Main Street, Westbury, NY  11590
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Battery Shop                                     2139 Airport Rd, Waterford, MI  48327
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc                                     8210 Haskell Avenue, Van Nuys, CA  91406
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc                                     8305 B Telephone Rd, Houston, TX  77061
------------------------------------------------------- ----------------------------------------------------------------------------
Aviall Services Inc                                     140 Grand St., Teterboro Airport, Carlstadt, NJ  07072
------------------------------------------------------- ----------------------------------------------------------------------------
Aviation Product Support Inc                            7600 Tyler Blvd, Mentor, OH  44060
------------------------------------------------------- ----------------------------------------------------------------------------
Av-Ox, Inc                                              6734 Valjean Avenue, Van Nuys, CA  91406
------------------------------------------------------- ----------------------------------------------------------------------------
Av-Ox, Inc                                              1812 Production Court, Louisville, KY  40299
------------------------------------------------------- ----------------------------------------------------------------------------
Avtech Corp                                             3400 Wallingford Avenue N, Seattle, WA  98103
------------------------------------------------------- ----------------------------------------------------------------------------
BAE Systems Controls Inc                                2000 Taylor St, Dock #1, Fort Wayne, IN  46802
------------------------------------------------------- ----------------------------------------------------------------------------
Barry Controls Aerospace                                4510 Van Owen Street, Burbank, CA  91505
------------------------------------------------------- ----------------------------------------------------------------------------
BE Aerospace                                            10800 Pflumm Road, Lenexa, KS  66215
------------------------------------------------------- ----------------------------------------------------------------------------
BE Aerospace ISG                                        3355 E. Lapalma Avenue, Repair Division, Anaheim, CA  92806
------------------------------------------------------- ----------------------------------------------------------------------------
BFGoodrich Aircraft                                     Repairs/Cust Service, 100 Panton Road, Vergennes, VT  05491
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div                             Cust Repair Services, M/S 34-02/Col d4, 2201 S. 142 St. Door W10,
                                                        Seatac, WA  98168
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div                             3131 Storey Road West, Irving, TX  75038
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div                             2201 S 142nd Street, Bldg 2201 Door W-10, SSA111, Seatac, WA  98168
------------------------------------------------------- ----------------------------------------------------------------------------
Boeing Company Airplane Div                             The Boeing Co Wichita Div, Attn:  T Spear 316-526-7268, 3801 S. Oliver,
                                                        Building 1-198D, Wichita, KS 67277-2207
------------------------------------------------------- ----------------------------------------------------------------------------
Britax Aircraft Interior                                Kent North Corporate Park, 8011 South 187th Street, Building G,
                                                        Kent, WA  98032
------------------------------------------------------- ----------------------------------------------------------------------------
Carleton Technologies Inc                               10 Cobham Drive, Orchard Park, NY  14127
------------------------------------------------------- ----------------------------------------------------------------------------
Circle Seal Corporation                                 Return Materials, 2301 Wardlow Circle, Corona, CA  91720
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines                                    Battery Shop, Orlando Intl Airport, 5410 Bear Rd, Suite 300,
                                                        Orlando, FL  32827
------------------------------------------------------- ----------------------------------------------------------------------------
Continental Airlines, Inc.                              Sheetmetal Sh, E250, MX10, Los Angeles Intl Airport, 7300 World Way West,
                                                        Los Angeles, CA  90045
------------------------------------------------------- ----------------------------------------------------------------------------
Crane Co Hydro-Aire Division                            3000 Winona Avenue, Burbank, CA  91503
------------------------------------------------------- ----------------------------------------------------------------------------
Crissair Inc                                            38905 10th Street East, Palmdale, CA  93590
------------------------------------------------------- ----------------------------------------------------------------------------
Curtiss-Wright Flight Sys                               3120 Northwest Blvd., Gastonia, NC  28052-1167
------------------------------------------------------- ----------------------------------------------------------------------------
Delta Airlines Inc                                      Hartsfield Int'l Airport, TOC2 & TOC3 Breezeway, Department 380,
                                                        1775 Aviation Blvd, Atlanta, GA  30320-6001
------------------------------------------------------- ----------------------------------------------------------------------------
Eaton Aeroquip Inc                                      Meadowbrook Road, Toccoa, GA  30577
------------------------------------------------------- ----------------------------------------------------------------------------
Eaton Aerospace LLC                                     3675 Patterson Avenue S.E., Grand Rapids, MI  49512
------------------------------------------------------- ----------------------------------------------------------------------------
EFS Aerospace Inc 643247                                24910 Avenue Tibbetts, Valencia, CA  91355
------------------------------------------------------- ----------------------------------------------------------------------------
Eldec Corporation                                       1522 217th Pl. Southeast, Bothell, WA  98021
------------------------------------------------------- ----------------------------------------------------------------------------
Envirovac Inc                                           1260 Turret Drive, Rockford, IL  61115
------------------------------------------------------- ----------------------------------------------------------------------------
Fortner Engineering &                                   918 Thompson Avenue, Glendale, CA  91201-2079
------------------------------------------------------- ----------------------------------------------------------------------------
Frisby Aerospace, Inc                                   4520 Hampton Rd, Clemmons, NC  27012
------------------------------------------------------- ----------------------------------------------------------------------------
Gables Engineering Inc                                  247 Greco Avenue, Coral Gables, FL  33146
------------------------------------------------------- ----------------------------------------------------------------------------
GE Aircraft Engines                                     1200 Jaybird Road, Peebles, OH  45660
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc                                 Aviation Service Dept, ACSC Central Rcv'g Dock 1, 199 Container Place,
                                                        Cincinnati, OH  45246
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc                                 Strother Field Industrial Park, Arkansas City, KS  67005
------------------------------------------------------- ----------------------------------------------------------------------------
GE Engine Services, Inc                                 c/o Honeywell Intl Inc, 1 Cliff Garrett Dr, Anniston, AL  36201
------------------------------------------------------- ----------------------------------------------------------------------------
General Dynamics OTS, Inc.                              Attn:  CRR, 9845 Willows Rd. NE, Building 97A, Redmond, WA  98052
------------------------------------------------------- ----------------------------------------------------------------------------
GKN Aerospace Chem-Tronics Inc                          1550 N. 105th East Avenue, Tulsa, OK  74116
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    2403 Walnut Ridge, Dallas, TX  75229
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    9151 King Arthur Drive, Dallas, TX  75247
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    Landing Gear Division, 3201 N W. 167th St, Opa Lacka, FL  33056-4253
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    Stringtown Rd., HC75, Union, WV  24983
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    30 Van Nostrand Avenue, Englewood, NJ  07631-4396
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    Aerostructures Group, Foley Service Center, 1300 West Fern Avenue,
                                                        Foley, AL  36536
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    3405 So 5th Street, Phoenix, AZ  85040
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation                                    Everett Service Center, Everett, WA  98204-3500
------------------------------------------------------- ----------------------------------------------------------------------------
Goodrich Corporation AIS                                817 W. Howard Lane, Austin, TX  78753-9710
------------------------------------------------------- ----------------------------------------------------------------------------
H&L Accessory Inc                                       T824 Old Woodruff Rd, Greer, SC  29651
------------------------------------------------------- ----------------------------------------------------------------------------
Hamilton Sundstrand                                     4747 Harrison Road, Plant 6, RATN. Repair Center, Rockford, IL  61108
------------------------------------------------------- ----------------------------------------------------------------------------
Hamilton Sundstrand                                     18008B N. Black Canyon Highway, Phoenix, AZ  85023
------------------------------------------------------- ----------------------------------------------------------------------------
Hamilton Sundstrand Corp                                1 Hamilton Rd., Doc W, Windsor Locks, CT  06096
------------------------------------------------------- ----------------------------------------------------------------------------
Hamilton Sundstrand Corp                                4401 Donald Douglas Drive, Long Beach, CA  90808
------------------------------------------------------- ----------------------------------------------------------------------------
Hartman Electrical Mfg.                                 Div.-CII Technologies, 175 North Diamond Street, Mansfield, OH  44902
------------------------------------------------------- ----------------------------------------------------------------------------
Hawker Pacific Inc                                      11310 Sherman Way, Sun Valley, CA  91352
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc                                           1830 Industrial Avenue, Wichita, KS  67216
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc                                           4150 Lind Ave S W, Renton, WA  98055
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell Inc                                           8840 Evergreen Blvd., Coon Rapids, MN  55433-6040
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International                                 16580 Air Center Blvd., Suite #400, Houston, TX  77032
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             1944 E. Sky Harbor Circle, Phoenix, AZ  85034
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             1 Cliff Garrett Dr., Anniston, AL  36201
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             1300 West Warner Road, R & O Receiving, Tempe, AZ  85284
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             11100 N Oracle Rd, Tucson, AZ  85740-8001
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             117 E. Providencia St., Burbank, CA  91502
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell International Inc                             6930 N. Lakewood, Tulsa, OK  74117
------------------------------------------------------- ----------------------------------------------------------------------------
Honeywell/Grimes                                        Product Support Group, 240 Twain Ave, Urbana, OH  43078
------------------------------------------------------- ----------------------------------------------------------------------------
HR Textron Inc                                          25200 West Rye Can Rd, Valencia, CA  91355
------------------------------------------------------- ----------------------------------------------------------------------------
I T T Aerospace Controls                                Repair and Overhaul, 28150 Industry Drive, Valencia, CA  91355
------------------------------------------------------- ----------------------------------------------------------------------------
Iacobucci U.S.A.                                        200 Industrial Way West, Eatontown, NJ  07724
------------------------------------------------------- ----------------------------------------------------------------------------
IDC Aerospace, LLC                                      8050 W. Fairlane Avenue, Milwaukee, WI  53223
------------------------------------------------------- ----------------------------------------------------------------------------
IPECO Inc                                               2275 Jefferson Street, Torrance, CA  90501
------------------------------------------------------- ----------------------------------------------------------------------------
JAMCO America                                           1018 80th St SW, Everett, WA  98203
------------------------------------------------------- ----------------------------------------------------------------------------
Kidde Aerospace                                         4200 Airport Dr, NW Bldg. B, Wilson, NC  27896-9643
------------------------------------------------------- ----------------------------------------------------------------------------
KPS N.A. Inc                                            500-D Radar Road, Greensboro, NC  27410
------------------------------------------------------- ----------------------------------------------------------------------------
Kulite Semiconductor Prod.                              One Willow Tree Road, Leonia, NJ  07605
------------------------------------------------------- ----------------------------------------------------------------------------
L3 Communications Aviation                              6000 Fruitville Road, Sarasota, FL  34232-6414
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
Labinal Aero Defense Sys Inc                            7505 Hardeson Road, Suite 100, Everett, WA  98203
------------------------------------------------------- ----------------------------------------------------------------------------
Matsushita Avionics Systems                             22333 29th Drive S.E., Bothell, WA  98021
------------------------------------------------------- ----------------------------------------------------------------------------
Matsushita Avionics Systems                             1405 South Beltline Rd #300, Coppell, TX  75019
------------------------------------------------------- ----------------------------------------------------------------------------
Med-Air                                                 23015 N. 15 Ave., Suite 105, Phoenix, AZ  85027
------------------------------------------------------- ----------------------------------------------------------------------------
Meggitt Safety Systems, Inc                             1915 Voyager Avenue, Simi Valley, CA  93063-3349
------------------------------------------------------- ----------------------------------------------------------------------------
Messier Services                                        America, Inc., 45360 Severn Way, Sterling, VA  20166-8914
------------------------------------------------------- ----------------------------------------------------------------------------
Midway Aircraft Instrument                              100 Riser Rd., Little Ferry, NJ  07643
------------------------------------------------------- ----------------------------------------------------------------------------
Miltope Corp                                            Attn: Product Support, 500 Richardson Road South, Hope Hull, AL  36043
------------------------------------------------------- ----------------------------------------------------------------------------
Monogram Sanitation                                     800 West Artesia Blvd., Compton, CA  90224
------------------------------------------------------- ----------------------------------------------------------------------------
Moog Inc                                                2268 South 3270 West, Salt Lake City, UT  84119
------------------------------------------------------- ----------------------------------------------------------------------------
Norco Inc                                               139 Ethan Allen Highway, Ridgefield, CT  06877-6294
------------------------------------------------------- ----------------------------------------------------------------------------
Nordam Group Inc                                        11200 E. Pine Street, Tulsa, OK  74116
------------------------------------------------------- ----------------------------------------------------------------------------
Nordam-Texas                                            5101 Blue Mound Rd, Ft. Worth, TX  76106
------------------------------------------------------- ----------------------------------------------------------------------------
P L Porter Controls, Inc                                6355 Desoto, Woodland Hills, CA  91367
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin                                         2220 Palmer Ave., Kalamazoo, MI  49001-4165
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp                                    14300 Alton Parkway, Irvine, CA  92618
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp                                    Gull Electronics Sys. Div, 300 Marcus Boulevard, Smithtown, NY  11787
------------------------------------------------------- ----------------------------------------------------------------------------
Parker Hannifin Corp                                    200 Railroad Street, Forest, OH  45843
------------------------------------------------------- ----------------------------------------------------------------------------
PPG Industries Inc                                      1719 Highway 72 East, Huntsville, AL  35811
------------------------------------------------------- ----------------------------------------------------------------------------
Radiant Power Corp                                      6416 Parkland Drive, Ste B, Sarasota, FL  34243
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins                                        7235 Corporate Center Dr., #E, Miami, FL  33126
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins Avionics                               400 Collins Road N.E., Cedar Rapids, IA  52498
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins Avionics                               5159 Southridge Parkway, Atlanta, GA  30349
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins Avionics                               2051 Airport Road, Wichita, KS  67209-1949
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins Avionics                               8304 Esters Blvd, Suite 890, Irving, TX  75062-2209
------------------------------------------------------- ----------------------------------------------------------------------------
Rockwell Collins Avionics                               620 Naches Ave SW, Renton, WA  98055
------------------------------------------------------- ----------------------------------------------------------------------------
Rogerson Kratos                                         16940 Von Karman, Irvine, CA  92606
------------------------------------------------------- ----------------------------------------------------------------------------
Rosemount Aerospace Inc                                 14300 Judicial Road, Burnsville, MN  55306
------------------------------------------------------- ----------------------------------------------------------------------------
Sicma Aero Seat Services, Inc                           22030 20th Ave. SE Ste 102, Bothell, WA  98021
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Aerospace Acuation                               2720 W Washington Ave, Yakima, WA  98909
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries                                       14100 Roosevelt Blvd. Dock B, Clearwater, FL  33762
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries                                       3290 Patterson Ave., Grand Rapids, MI  49512-1991
------------------------------------------------------- ----------------------------------------------------------------------------
Smiths Industries Acuation Sys                          110 Algonquin Parkway, Whippany, NJ  07981
------------------------------------------------------- ----------------------------------------------------------------------------
Soundair                                                15510 Wood-Red Rd., Woodinville, WA  98072
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
Spirent Systems Wichita Inc                             8710 E. 32nd North, Wichita, KS  67226
------------------------------------------------------- ----------------------------------------------------------------------------
Tactair Fluids Control                                  4806 West Taft Road, Liverpool, NY  13088
------------------------------------------------------- ----------------------------------------------------------------------------
Teledyne Controls                                       12333 West Olympic Boulevard, Los Angeles, CA  90064
------------------------------------------------------- ----------------------------------------------------------------------------
Thales Avionics, Inc.                                   641 Industry Drive, Seattle, WA  98188
------------------------------------------------------- ----------------------------------------------------------------------------
Transaero Inc                                           80 Crossways Park Drive, Woodbury, NY  11797
------------------------------------------------------- ----------------------------------------------------------------------------
Transdigital Comm Corporation                           1800 E Lambert Road, Suite 230, Brea, CA  92821
------------------------------------------------------- ----------------------------------------------------------------------------
Unison Industries                                       7575 Bay Meadows Way, Jacksonville, FL  32256
------------------------------------------------------- ----------------------------------------------------------------------------
Verizon Airfone Inc                                     3600 Thayer Ct, Aurora, IL  60504
------------------------------------------------------- ----------------------------------------------------------------------------
Vibro-Metr Inc                                          10 Ammon Drve, Manchester, NH  03103
------------------------------------------------------- ----------------------------------------------------------------------------
Vickers Inc                                             5353 Highland Drive, Jackson, MS  39206
------------------------------------------------------- ----------------------------------------------------------------------------
Volvo Aero Services LP                                  23206 66th Ave South, Kent, WA  98032
------------------------------------------------------- ----------------------------------------------------------------------------
West Coast Specialties Inc                              8158 304th Ave. S.E., Preston, WA  98050
------------------------------------------------------- ----------------------------------------------------------------------------
Whittaker Controls Inc                                  12838 Saticoy St, North Hollywood, CA  91605
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

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

                                                                        MAINLINE STATIONS

------------------------------------------------------------------------------------------------------------------------------------
Albuquerque Int'l Airport                               2200 Sunport Blvd South East, Albuquerque, NM  87106
------------------------------------------------------- ----------------------------------------------------------------------------
Anchorage Int'l Airport                                 5000 W. International Airport, Anchorage, AK  99502
------------------------------------------------------- ----------------------------------------------------------------------------
Atlanta Int'l Airport                                   6000 North Terminal Drive, Atlanta, GA  30320
------------------------------------------------------- ----------------------------------------------------------------------------
Austin-Bergstrom Int'l Airport                          3600 Presidential Blvd, Suite 103, Austin, TX  78719
------------------------------------------------------- ----------------------------------------------------------------------------
Bradley Int'l Airport                                   Bradley International Airport, Windsor Locks, CT  06096
------------------------------------------------------- ----------------------------------------------------------------------------
Birmingham Int'l Airport                                5900 Airport Hwy., Birmingham, AL  35212
------------------------------------------------------- ----------------------------------------------------------------------------
Nashville Metropolitan Airport                          1 Terminal Dr, Suite 329, Nashville, TN  37214
------------------------------------------------------- ----------------------------------------------------------------------------
Logan Int'l Airport                                     Logan International Airport, 300 Terminal C, East Boston, MA  02128
------------------------------------------------------- ----------------------------------------------------------------------------
Baton Rouge Metropolitan Airport                        Terminal Building, Baton Rouge, LA  70807
------------------------------------------------------- ----------------------------------------------------------------------------
Buffalo Niagara Int'l Airport                           Buffalo Niagara International Airport, East Terminal, Attn: Ticket Counter,
                                                        Buffalo, NY  14225
------------------------------------------------------- ----------------------------------------------------------------------------
Baltimore/Washington Int'l Airport                      Baltimore/Washington International Airport, Baltimore, MD  21240
------------------------------------------------------- ----------------------------------------------------------------------------
Charleston Int'l Airport                                5500 International Blvd, Ticket Counter, Charleston, SC  29418
------------------------------------------------------- ----------------------------------------------------------------------------
Charlotte Douglas Int'l Airport                         5501 Josh Birmingham Pkwy, Charlotte, NC  28219
------------------------------------------------------- ----------------------------------------------------------------------------
Port Columbus Int'l Airport                             4600 International Gateway, Columbus, OH  43219
------------------------------------------------------- ----------------------------------------------------------------------------
Colorado Springs Int'l Airport                          Peterson Field, 7770 Drennan Rd., Colorado Springs, CO   80916
------------------------------------------------------- ----------------------------------------------------------------------------
Corpus Christi Int'l Airport                            606 International Dr., Corpus Christi, TX  78406
------------------------------------------------------- ----------------------------------------------------------------------------
Washington National Airport                             Ronald Reagan Washington National Airport, Terminal B, Washington, DC  20001
------------------------------------------------------- ----------------------------------------------------------------------------
Denver Int'l Airport                                    8700 Pena Blvd., Room 3260, Denver, CO  80249
------------------------------------------------------- ----------------------------------------------------------------------------
Dallas/Ft.Worth Int'l Airport                           Terminal B, Dallas/Ft. Worth, TX  75261
------------------------------------------------------- ----------------------------------------------------------------------------
Detroit MetroAirport                                    Edward H. McNamara Terminal, Building 830, Detroit, MI  48242
------------------------------------------------------- ----------------------------------------------------------------------------
Eagle/Vail Int'l Airport                                0215 Eldon Wilson Rd., Gypsum, CO  81637
------------------------------------------------------- ----------------------------------------------------------------------------
El Paso Int'l Airport                                   6701 Convair, El Paso, TX  79925
------------------------------------------------------- ----------------------------------------------------------------------------
Ft. Lauderdale Int'l Airport                            50 Terminal Drive, Terminal 1, Ft. Lauderdale, FL  33315
------------------------------------------------------- ----------------------------------------------------------------------------
Piedmont Triad Int'lAirport                             6415 Airport Parkway, Greensboro, NC  27409
------------------------------------------------------- ----------------------------------------------------------------------------
Yampa Valley Regional Airport                           11005 Routt County Rd. 51A, Hayden, CO  81639
------------------------------------------------------- ----------------------------------------------------------------------------
Honolulu Int'l Airport                                  300 Rogers Blvd. #11, Honolulu, HI  96819
------------------------------------------------------- ----------------------------------------------------------------------------
Washington Dulles Int'l Airport                         Main Ticket Counter, Washington, DC  20041
------------------------------------------------------- ----------------------------------------------------------------------------
Indianapolis Int'l Airport                              2500 South High School Rd. Suite 33, Indianapolis, IN  46241
------------------------------------------------------- ----------------------------------------------------------------------------
Jacksonville Int'l Airport                              2400 Yankee Clipper Drive, Suite 108, Jacksonville, FL  32218
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
JFK Int'l Airport                                       Terminal One Ticket Office, Jamaica, NY  11430
------------------------------------------------------- ----------------------------------------------------------------------------
McCarran Int'l Airport                                  5757 Wayne Newton Blvd., Las Vegas, NV  89111
------------------------------------------------------- ----------------------------------------------------------------------------
Los Angeles Int'l Airport                               600 World Way, Los Angeles, CA  90045
------------------------------------------------------- ----------------------------------------------------------------------------
La Guardia Int'l Airport                                Central Terminal Building, Flushing, NY  11371
------------------------------------------------------- ----------------------------------------------------------------------------
Kansas City Int'l Airport                               52 Beirut Circle, Kansas City, MO  64153
------------------------------------------------------- ----------------------------------------------------------------------------
Orlando Int'l Airport                                   9247 Airport Blvd, Orlando, FL  32827
------------------------------------------------------- ----------------------------------------------------------------------------
Midway Airport                                          5757 S. Cicero, Chicago, IL  60638
------------------------------------------------------- ----------------------------------------------------------------------------
Memphis Int'l Airport                                   2491 Winchester, Memphis, TN  38116
------------------------------------------------------- ----------------------------------------------------------------------------
Miller Int'l Airport                                    2500 South Bicentennial Blvd, Suite 101, McAllen, TX  78503
------------------------------------------------------- ----------------------------------------------------------------------------
Manchester Airport                                      Manchester Airport, Airport Road, Manchester, NH  03103
------------------------------------------------------- ----------------------------------------------------------------------------
Miami Int'l Airport                                     Miami International Airport, Concourse G - 3rd Fl., Miami, FL  33159
------------------------------------------------------- ----------------------------------------------------------------------------
General Mitchell Int'l Airport                          S. Howell Avenue, Milwaukee, WI  53207
------------------------------------------------------- ----------------------------------------------------------------------------
Minneapolis/St.Paul Int'l Airport                       4300 Glumack Drive, Blue Concourse, St. Paul, MN  55111
------------------------------------------------------- ----------------------------------------------------------------------------
New Orleans Int'l Airport                               900 Airline Hwy., Kenner, LA  70061
------------------------------------------------------- ----------------------------------------------------------------------------
Montrose County Airport                                 2100 Airport Road, Suite 104, Montrose, CO  81401
------------------------------------------------------- ----------------------------------------------------------------------------
Myrtle Beach Int'l Airport                              1100 Jetport Rd., Myrtle Beach, SC  29577
------------------------------------------------------- ----------------------------------------------------------------------------
Oakland Int'l Airport                                   1 Airport Drive, Oakland, CA  94621
------------------------------------------------------- ----------------------------------------------------------------------------
Will Rogers World Airport                               7100 Terminal Dr., Oklahoma City, OK  73159
------------------------------------------------------- ----------------------------------------------------------------------------
Eppley Airfield                                         4501 Abbot Drive, Omaha, NE  68119
------------------------------------------------------- ----------------------------------------------------------------------------
Ontario Int'l Airport                                   2900 E. Airport Dr., Room 1464, Ontario, CA  91761
------------------------------------------------------- ----------------------------------------------------------------------------
O'Hare Int'l Airport                                    O'Hare International Airport, Chicago, IL  60666
------------------------------------------------------- ----------------------------------------------------------------------------
Norfolk Int'l Airport                                   2200 Norview Avenue, Norfolk, VA  23518
------------------------------------------------------- ----------------------------------------------------------------------------
Palm Beach Int'l Airport                                1000 PBIA, Box #114, West Palm Beach, FL  33406
------------------------------------------------------- ----------------------------------------------------------------------------
Portland Int'l Airport                                  7000 NE Airport Way, Portland, OR  97218
------------------------------------------------------- ----------------------------------------------------------------------------
Philadelphia Int'l Airport                              Philadelphia International Airport, Concourse D, Philadelphia, PA  19153
------------------------------------------------------- ----------------------------------------------------------------------------
Sky Harbor Int'l Airport                                3800 Sky Harbor Blvd., Phoenix, AZ  85034
------------------------------------------------------- ----------------------------------------------------------------------------
Pittsburgh Int'l Airport                                Pittsburgh International Airport, Main Terminal, Pittsburgh, PA  15231
------------------------------------------------------- ----------------------------------------------------------------------------
Pensacola Int'l Airport                                 2430 Airport Blvd., Pensacola, FL  32504
------------------------------------------------------- ----------------------------------------------------------------------------
Palm Springs Int'l Airport                              3400 E. Tahquitz Canyon Way Suite 2, Palm Springs, CA  92262
------------------------------------------------------- ----------------------------------------------------------------------------
Theodore Francis Green Airport                          T. F. Green State Airport, Post Road, Warwick, RI  02886
------------------------------------------------------- ----------------------------------------------------------------------------
Raleigh Durham Int'l. Airport.                          1035 Cargo Rd, Raleigh NC  27623
------------------------------------------------------- ----------------------------------------------------------------------------
Richmond Int'l Airport                                  1 Richard E. Byrd Drive, Suite 105, Richmond, VA  23231
------------------------------------------------------- ----------------------------------------------------------------------------
Reno Tahoe Int'l Airport                                2001 East Plumb Lane, Reno, NV  89502
------------------------------------------------------- ----------------------------------------------------------------------------
Southwest Florida Int'l Airport                         16000 Chamberlin Parkway, Ft. Myers, FL  33913
------------------------------------------------------- ----------------------------------------------------------------------------

<PAGE>

                                                                                                                          SCHEDULE 1
                                                                                                                DESIGNATED LOCATIONS

------------------------------------------------------- ----------------------------------------------------------------------------
San Diego Int'l Airport                                 3707 North Harbor Drive, Suite 115, San Diego, CA  92101
------------------------------------------------------- ----------------------------------------------------------------------------
San Antonio Int'l Airport                               9700 Airport Blvd., San Antonio, TX  78216
------------------------------------------------------- ----------------------------------------------------------------------------
Savannah Int'l Aiport                                   424 Airways Ave., Savannah, GA  31408
------------------------------------------------------- ----------------------------------------------------------------------------
Louisville Int'l Airport                                600 Terminal Drive, Box 6, Louisville, KY  40209
------------------------------------------------------- ----------------------------------------------------------------------------
Seattle-Tacoma Int'l Airport                            17801 Pacific Highway South, Seattle, WA  98158
------------------------------------------------------- ----------------------------------------------------------------------------
San Francisco Int'l Airport                             South Terminal Building Tkt Counter Level, San Francisco, CA  94128
------------------------------------------------------- ----------------------------------------------------------------------------
San Jose Int'l Airport                                  1661 Airport Blvd, Terminal C, San Jose, CA  95110
------------------------------------------------------- ----------------------------------------------------------------------------
Salt Lake Int'l Airport                                 776 Terminal Rd., Salt Lake City, UT  84122
------------------------------------------------------- ----------------------------------------------------------------------------
Sacramento Metropolitan Airport                         6850 Airport Boulevard, Sacramento, CA  95837
------------------------------------------------------- ----------------------------------------------------------------------------
John Wayne Airport                                      18601 N. Airport Way, Suite 207, Santa Ana, CA  92707
------------------------------------------------------- ----------------------------------------------------------------------------
Sarasota/Bradenten Airport                              6008 Airport Circle, Sarasota, FL  34243
------------------------------------------------------- ----------------------------------------------------------------------------
Lambert Field                                           10701 Lambert Int'l Blvd., St. Louis, MO  63145
------------------------------------------------------- ----------------------------------------------------------------------------
Tampa Int'l Airport                                     5500 West Spruce St., Tampa, FL  33607
------------------------------------------------------- ----------------------------------------------------------------------------
Tulsa Int'l Airport                                     7777 East Apache, Tulsa, OK  74115
------------------------------------------------------- ----------------------------------------------------------------------------
Tucson Int'l Airport                                    7005 South Plumer Ave., Tucson, AZ  85706
------------------------------------------------------- ----------------------------------------------------------------------------


</TABLE>