-----------------------------------------------------------------------
           CONFIDENTIAL: ANNEXES B, C AND D AND SCHEDULES 1, 2, 3 AND
            4 OF THIS LEASE AGREEMENT ARE SUBJECT TO RESTRICTIONS ON
            DISSEMINATION SET FORTH IN SECTION 8 OF THE PARTICIPATION
                          AGREEMENT (AS DEFINED HEREIN)
     -----------------------------------------------------------------------



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


                              LEASE AGREEMENT [TN]

                                Dated as of [DD]

                                     Between

              WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

                         Not in its Individual Capacity,
                      except as expressly provided herein,
                          but solely as Owner Trustee,

                                     Lessor

                                       and

                           CONTINENTAL AIRLINES, INC.,

                                     Lessee

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

                    One Embraer Model EMB-145 XR Aircraft
              Bearing United States Registration No. N[REG] and
               Bearing Manufacturer's Serial No. [MSN] with two
                            Allison AE3007A1E Engines
          Bearing Engine Manufacturer's Serial Nos. CAE[E1] and CAE[E2]

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



The right, title and interest of Lessor in and to, among other things, this
Lease Agreement has been assigned to and is subject to a security interest in
favor of Wilmington Trust Company, a Delaware banking corporation, as Mortgagee,
under the Trust Indenture and Mortgage [TN], dated as of [DD], for the benefit
of the holders of the Equipment Notes referred to in such Trust Indenture, all
to the extent provided in such Trust Indenture. This Lease Agreement has been
executed in multiple counterparts; to the extent, if any, that this Lease
Agreement constitutes chattel paper (as defined in the Uniform Commercial Code
as in effect in any applicable jurisdiction), no security interest in Lessor's
right, title and interest in and to this Lease Agreement may be perfected
through the delivery or possession of any counterpart of this Lease Agreement
other than the counterpart of this Lease Agreement that contains the original
receipt executed by Wilmington Trust Company, as Mortgagee.


<PAGE>


                                    CONTENTS


SECTION 1.  DEFINITIONS AND CONSTRUCTION...............................1

SECTION 2.  DELIVERY AND ACCEPTANCE....................................1
            2.1  Delivery and Lease of Aircraft........................1
            2.2  Acceptance by Lessee..................................1

SECTION 3.  TERM AND RENT..............................................2
            3.1  Term..................................................2
            3.2  Rent..................................................2
            3.3  Payments..............................................4

SECTION 4.  DISCLAIMER; CERTAIN AGREEMENTS OF LESSOR;
            SECTION 1110 MATTERS.......................................4
            4.1  Disclaimer............................................4
            4.2  Certain Agreements of Lessor..........................5
            4.3  Quiet Enjoyment.......................................5
            4.4  Investment of Funds Held as Security..................5
            4.5  Title Transfers by Lessor.............................6
            4.6  Lessor's Interest in Certain Engines..................6
            4.7  Lease For U.S. Federal Income Tax Law
                 Purposes; Section 1110 of Bankruptcy Code.............7

SECTION 5.  RETURN OF AIRCRAFT.........................................7
            5.1  Compliance with Annex B...............................7
            5.2  Storage and Related Matters...........................7
            5.3  Return of Other Engines...............................7

SECTION 6.  LIENS......................................................8

SECTION 7.  REGISTRATION, OPERATION, POSSESSION, SUBLEASING
            AND RECORDS................................................8
            7.1  Registration and Operation............................8
            7.2  Possession...........................................10
            7.3  Certain Limitations on Subleasing or Other
                 Relinquishment of Possession.........................13

SECTION 8.  MAINTENANCE; REPLACEMENT AND POOLING OF PARTS;
            ALTERATIONS, MODIFICATIONS AND ADDITIONS; OTHER
            LESSEE COVENANTS..........................................14
            8.1  Maintenance; Replacement and Pooling of Parts;
                 Alterations, Modifications and Additions.............14
            8.2  Information, Certificates, Notices and Reports.......14

SECTION 9.  VOLUNTARY TERMINATION UPON OBSOLESCENCE...................15
            9.1  Right of Termination.................................15
            9.2  Election by Lessor to Sell...........................16
            9.3  Retention of Aircraft by Lessor......................18


<PAGE>


SECTION 10. LOSS, DESTRUCTION, REQUISITION, ETC.......................19
            10.1  Event of Loss With Respect to Aircraft..............19
            10.2  Event of Loss With Respect to an Engine.............20
            10.3  Conditions to any Replacement.......................21
            10.4  Conveyance to Lessee................................23
            10.5  Application of Payments.............................23
            10.6  Requisition of Aircraft for Use.....................24
            10.7  Requisition of an Engine for Use....................24
            10.8  Application of Payments.............................24
            10.9  Application of Payments During Existence
                  of a Lease Event of Default.........................24

SECTION 11. INSURANCE.................................................25
            11.1  Lessee's Obligation to Insure.......................25
            11.2  Insurance for Own Account...........................25
            11.3  Indemnification by Government in Lieu of
                  Insurance...........................................25
            11.4  Application of Insurance Proceeds...................25
            11.5  Application of Payments During Existence
                  of Default..........................................26

SECTION 12. INSPECTION................................................26

SECTION 13. ASSIGNMENT; MERGER; SUCCESSOR OWNER TRUSTEE...............27
            13.1  In General..........................................27
            13.2  Merger of Lessee....................................27
            13.3  Assignment Security for Lessor's Obligations........28
            13.4  Successor Owner Trustee.............................28

SECTION 14. LEASE EVENTS OF DEFAULT...................................28
            14.1  Payments............................................29
            14.2  Insurance...........................................29
            14.3  Other Covenants.....................................29
            14.4  Representations and Warranties......................29
            14.5  Bankruptcy and Insolvency...........................29

SECTION 15. REMEDIES AND WAIVERS......................................30
            15.1  Remedies............................................30
            15.2  Limitations Under CRAF..............................32
            15.3  Right to Perform for Lessee.........................33
            15.4  Determination of Fair Market Sales Value............33
            15.5  Remedies Cumulative.................................33


<PAGE>


SECTION 16. LESSEE'S OBLIGATIONS; NO SETOFF, COUNTERCLAIM, ETC........34

SECTION 17. RENEWAL AND PURCHASE OPTIONS..............................34
            17.1  Notices Generally...................................34
            17.2  Renewal Options.....................................35
            17.3  Purchase Option.....................................36
            17.4  Appraisals..........................................37

SECTION 18. MISCELLANEOUS.............................................38
            18.1  Amendments..........................................38
            18.2  Severability........................................38
            18.3  Third-Party Beneficiary.............................38
            18.4  Reproduction of Documents...........................38
            18.5  Counterparts........................................39
            18.6  Notices.............................................39
            18.7  GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE....39
            18.8  No Waiver...........................................40
            18.9  Entire Agreement....................................40



ANNEXES, EXHIBITS AND SCHEDULES

ANNEX A        Definitions
ANNEX B        Return Conditions
ANNEX C        Maintenance
ANNEX D        Insurance
EXHIBIT A      Form of Lease Supplement
EXHIBIT B      Form of Return Acceptance Supplement
SCHEDULE 1     Certain Terms
SCHEDULE 2     Basic Rent
SCHEDULE 3     Stipulated Loss Value
SCHEDULE 4     Termination Value
SCHEDULE 5     Permitted Countries
SCHEDULE 6     Placards


<PAGE>


                              LEASE AGREEMENT [TN]

            LEASE AGREEMENT [TN], dated as of [DD] (this "Agreement" or
"Lease"), between (a) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a
national banking association, not in its individual capacity, except as
expressly provided herein, but solely as Owner Trustee (this and all other
capitalized terms used but not defined herein shall have the respective meanings
ascribed thereto in Section 1 below) ("Lessor" or "Owner Trustee"), and (b)
CONTINENTAL AIRLINES, INC., a Delaware corporation ("Lessee").

                                    RECITALS

            A. Lessor and Lessee are parties to the Participation Agreement,
pursuant to which, among other things, Lessor and Lessee have agreed to enter
into this Agreement.

            B. Pursuant to the Trust Agreement, Owner Participant has authorized
Lessor to enter into this Agreement.

            NOW, THEREFORE, for and in consideration of the premises and the
mutual agreements contained herein and for other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, the
parties hereto agree as follows:

SECTION 1.      DEFINITIONS AND CONSTRUCTION

            Capitalized terms used but not defined herein shall have the
respective meanings set forth or incorporated by reference, and shall be
construed and interpreted in the manner described, in Annex A.

SECTION 2.      DELIVERY AND ACCEPTANCE

      2.1      DELIVERY AND LEASE OF AIRCRAFT

            Lessor hereby agrees (subject to the satisfaction or waiver of the
conditions set forth in Section 5 of the Participation Agreement) to lease to
Lessee for the Term and Lessee hereby agrees (subject to the satisfaction or
waiver of the conditions set forth in Section 5 of the Participation Agreement)
to lease from Lessor for the Term, the Aircraft, commencing immediately upon
acquisition of the Aircraft by Lessor pursuant to the Participation Agreement.

      2.2      ACCEPTANCE BY LESSEE

            By executing and delivering Lease Supplement No. 1, Lessee confirms
to Lessor that Lessee has duly and irrevocably accepted delivery of the Aircraft
for all purposes of this Agreement.


<PAGE>


SECTION 3.      TERM AND RENT

      3.1      TERM

            The Aircraft shall be leased hereunder for the Term, unless this
Agreement or the leasing of the Aircraft is earlier terminated in accordance
with any provision of this Agreement. Lessee shall have the option to renew the
leasing of the Aircraft hereunder pursuant to, and subject to the terms and
conditions of, Section 17, for the Renewal Lease Term.

      3.2      RENT

               3.2.1       BASIC RENT

            (a) During the Base Lease Term, Lessee shall pay to Lessor, on each
Payment Date, in the manner and in the funds of the type specified in Section
3.3, Basic Rent in the amount specified in the column with the heading "Total
Basic Rent" in Schedule 2 for such Payment Date, which shall be rent paid in
advance for the Payment Period ending on the next Payment Date (except that the
first payment shall include rent in arrears since the Closing Date).

            (b) Notwithstanding anything to the contrary in any Operative
Agreement, the amount of the payment of Basic Rent due and payable on each
Payment Date shall be at least sufficient to pay in full, as of such Payment
Date (assuming timely payment of the Equipment Notes prior to such Date), the
aggregate principal amount of scheduled installments due on the Equipment Notes
outstanding on such Payment Date, together with the accrued and unpaid interest
thereon, due on such Payment Date in respect of the Equipment Notes; provided,
however, that no installment of Basic Rent shall be increased to the extent such
increase would be based upon (i) any attachment or diversion of Basic Rent on
account of Lessor Liens attributable to Lessor or Owner Participant, (ii) any
modification of the payment terms of the Equipment Notes, or (iii) the
acceleration of any Equipment Note or Equipment Notes due solely to the
occurrence of an Indenture Event of Default that does not constitute a Lease
Event of Default.

               3.2.2       SUPPLEMENTAL RENT

            Lessee shall pay to Lessor, or to whomever shall be entitled
thereto, any and all Supplemental Rent when and as the same shall become due and
owing. Lessee will also pay to Lessor, or to whomever shall be entitled thereto
as Supplemental Rent, to the extent permitted by applicable Law, interest at the
Payment Due Rate on any part of any amount of Rent (including, without
limitation, Supplemental Rent) not paid by 12:30 p.m., New York time, on the
date when due (so long as, in the case of any Person not a party to the
Participation Agreement, Lessee had received timely notice of the account to
which such payment was required to be made), for the period from and including
the date on which the same was due to, but excluding, the date of payment in
full.


<PAGE>


               3.2.3       ADJUSTMENTS TO STIPULATED LOSS VALUES AND
                               TERMINATION VALUES

            (a) In the event that Lessee is required to indemnify the Owner
Participant under the Tax Indemnity Agreement, the Stipulated Loss Value
percentages set forth in Schedule 3 and the Termination Value percentages set
forth in Schedule 4 shall be recalculated (upwards or downwards) by Owner
Participant, using the same methods and assumptions (except to the extent such
assumptions shall be varied to take into account the Loss or Foreign Tax Credit
Loss (as each such term is defined in the Tax Indemnity Agreement) that is the
subject of such indemnification and any prior or contemporaneous Loss or Foreign
Tax Credit Loss) used to calculate the Stipulated Loss Value percentages and the
Termination Value percentages on the Closing Date, in order to maintain the
Owner Participant's Net Economic Return.

            (b) All adjustments pursuant to Section 3.2.3(a) shall be made as
promptly as practicable after either Owner Participant or Lessee gives notice to
the other that an event has occurred that requires an adjustment. Owner
Participant and Lessee shall give prompt notice to the other of any event
requiring an adjustment. Any recalculation of the percentages of Stipulated Loss
Value and Termination Value shall be prepared by Owner Participant, subject to
verification at the request of Lessee in accordance with Section 3.2.3(c), on
the basis of the same methodology and assumptions used by Owner Participant in
determining the percentages of Stipulated Loss Value and Termination Value as of
the Closing Date, except as such assumptions have been modified to reflect the
events giving rise to adjustments hereunder. Promptly after an adjustment is
made hereunder, Owner Participant shall deliver to Lessee a description of such
adjustment, setting forth in reasonable detail the calculation thereof. All
adjustments required pursuant to Section 3.2.3(a) shall be set forth in a Lease
Supplement or in an amendment to this Lease, and, promptly after execution
thereof by Lessor and Lessee, Lessee shall give a copy thereof to Mortgagee.

            (c) If Lessee believes that any calculations by Owner Participant
pursuant to Section 3.2.3(b) are in error, and if, after consultation, Lessee
and Owner Participant are unable to agree on an adjustment, then a nationally
recognized firm of accountants selected by Lessee and reasonably satisfactory to
Owner Participant shall verify such calculations. Owner Participant will make
available to such firm, but not, in any circumstances, to Lessee or any
representative of Lessee, the methodology and assumptions referred to in Section
3.2.3(b) and any modifications thereto made to reflect the events giving rise to
adjustments hereunder (subject to the execution by such firm of a
confidentiality agreement, reasonably acceptable to Owner Participant,
prohibiting disclosure of such methodology and assumptions to any third party).
The determination by such firm of accountants shall be final absent manifest
error. Lessee will pay the reasonable costs and expenses of such further
verification by such accountants, provided that if it results in a decrease in
the present value (discounted at the Debt Rate) of any Stipulated Loss Value or
Termination Value by ten or more basis points from such Stipulated Loss Value or
Termination Value as recalculated by the Owner Participant, then the Owner
Participant will pay such costs and expenses.


<PAGE>


      3.3      PAYMENTS

            (a) Payments of Rent by Lessee shall be paid by wire transfer of
immediately available Dollars, not later than 12:30 p.m., New York time, on the
date when due, to the account of Lessor specified in Schedule 1 to the
Participation Agreement or to such other account in the United States as
directed by Lessor to Lessee in writing at least 10 Business Days prior to the
date such payment of Rent is due or, in the case of any payment of Supplemental
Rent expressly payable to a person other than Lessor, to the person that shall
be entitled thereto to such account in the United States as such person may
specify from time to time to Lessee at least 10 Business Days prior to the date
such payment of Rent is due.

            (b) Except as otherwise expressly provided herein, whenever any
payment of Rent shall be due on a day that is not a Business Day, such payment
shall be made on the next day that is a Business Day, and, if such payment is
made on such next Business Day, no interest shall accrue on the amount of such
payment during such extension.

            (c) So long as Lessee has not received written notice from the
Mortgagee that the Trust Indenture has been discharged, and notwithstanding
Section 3.3(a), Lessor hereby irrevocably directs, and Lessee agrees, that all
payments of Rent and all other amounts payable by Lessee hereunder, other than
Excluded Payments, shall be paid directly to Mortgagee on behalf of Lessor by
wire transfer of immediately available Dollars to the account of Mortgagee
specified in Schedule 1 to the Participation Agreement, or to such other account
in the United States as Mortgagee may specify by written notice to Lessor and
Lessee at least 10 Business Days prior to the date such payment of Rent is due.

            (d) Excluded Payments shall be paid by wire transfer of immediately
available Dollars to the account of the person specified in the Participation
Agreement or, if not so specified, to such account in the United States as may
be specified by such person by written notice to Lessor and Lessee from time to
time at least 10 Business Days prior to the date such payment is required to be
made.

            (e) All computations of interest under this Agreement shall be made
on the basis of a year of 360 days comprised of twelve 30-day months.

SECTION 4.      DISCLAIMER; CERTAIN AGREEMENTS OF LESSOR; SECTION 1110 MATTERS

      4.1      DISCLAIMER

            LESSOR LEASES AND LESSEE TAKES THE AIRCRAFT "AS-IS, WHERE-IS."
LESSEE ACKNOWLEDGES AND AGREES THAT AS BETWEEN LESSEE AND EACH OF LESSOR,
MORTGAGEE AND ANY PARTICIPANT (i) LESSEE HAS SELECTED THE AIRCRAFT AND
MANUFACTURER THEREOF AND (ii) NONE OF LESSOR, MORTGAGEE AND ANY PARTICIPANT
MAKES, HAS MADE OR SHALL BE DEEMED TO HAVE MADE, AND EACH WILL BE DEEMED TO HAVE
EXPRESSLY DISCLAIMED, ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO:


<PAGE>


      (v)   THE AIRWORTHINESS, VALUE, CONDITION, DESIGN, OPERATION, ANY IMPLIED
            WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE OR FOR ANY PARTICULAR
            PURPOSE OF THE AIRFRAME, ANY ENGINE OR ANY PART THEREOF;

      (w)   THE QUALITY OF THE MATERIAL OR WORKMANSHIP WITH RESPECT TO THE
            AIRFRAME, ANY ENGINE OR ANY PART THEREOF;

      (x)   THE ABSENCE OF LATENT OR ANY OTHER DEFECT IN THE AIRFRAME, ANY
            ENGINE OR ANY PART THEREOF, WHETHER OR NOT DISCOVERABLE;

      (y)   THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR
            COPYRIGHT OR THE LIKE; OR

      (z)   THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT, OR ANY
            OTHER REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED,
            WITH RESPECT TO THE AIRFRAME, ANY ENGINE OR ANY PART THEREOF.

      4.2      CERTAIN AGREEMENTS OF LESSOR

            Unless a Lease Event of Default shall have occurred and be
continuing, Lessor agrees to make available to Lessee such rights as Lessor may
have under any warranty with respect to the Aircraft made, or made available, by
Airframe Manufacturer or any of its subcontractors or suppliers, as the case may
be, pursuant to and in accordance with the terms of the Purchase Agreement
Assignment.

      4.3      QUIET ENJOYMENT

            So long as no Lease Event of Default shall have occurred and be
continuing, Lessor shall not interfere with Lessee's rights hereunder to
continued possession, use and operation of, and quiet enjoyment of, the Aircraft
during the Term. The foregoing, however, shall not be construed or deemed to
modify or condition in any respect the obligations of the Lessee pursuant to
Section 16, which obligations are absolute and unconditional.

      4.4      INVESTMENT OF FUNDS HELD AS SECURITY

               4.4.1       INVESTMENT

            Any moneys required to be paid to or retained by Lessor that are
required to be paid to Lessee or applied as provided herein shall, until paid to
Lessee as provided herein or applied as provided herein, be invested by Lessor
from time to time as directed in writing by Lessee (or, if Lessee fails to so
direct, by or as directed by Lessor in its sole discretion) and at the expense
and risk of Lessee in Cash Equivalents so long as such Cash Equivalents
specified by Lessee or Lessor, as the case may be, can be acquired by Lessor
using its best efforts; provided, that so long as the Lien of the Trust
Indenture shall not have been discharged, such moneys shall be invested and held
by Mortgagee, as assignee of Lessor, in accordance with this Lease and upon


<PAGE>


discharge of such Lien, Mortgagee shall pay any such money held by it to Lessor
to be held and invested in accordance with this Section.

               4.4.2       PAYMENT OF GAIN OR LOSS

            Any net gain (including interest received) realized as the result of
investments pursuant to Section 4.4.1 (net of any fees, commissions and other
reasonable expenses, if any, incurred in connection with such investment) shall
be held and applied in the same manner as the principal amount is to be held and
applied hereunder. Lessee will promptly pay to Lessor, on demand, the amount of
any loss realized as the result of any such investment (together with any fees,
commissions and other reasonable expenses, if any, incurred in connection with
such investment), such amount so paid to be held and applied by Lessor as
contemplated in Section 4.4.1 above.

               4.4.3       LIMITATION OF LIABILITY

            All investments under this Section 4.4 shall be at the expense and
risk of Lessee, and Lessor and Mortgagee shall not be liable for any loss
resulting from any investment made under this Section 4.4 other than by reason
of its willful misconduct or gross negligence. Any such investment may be sold
(without regard to its maturity) by Lessor without instructions whenever such
sale is necessary to make a distribution required by this Lease.

      4.5      TITLE TRANSFERS BY LESSOR

            If Lessor shall be required to transfer title to the Aircraft,
Airframe or any Engine to Lessee or any other person pursuant to this Lease,
then (a) Lessor shall (1) transfer to Lessee or such other person, as the case
may be, all of Lessor's right, title and interest in and to the Aircraft,
Airframe or such Engine, as the case may be, free and clear of all Lessor Liens
but otherwise on an "as-is", "where is" basis, (2) so long as the Lien of the
Trust Indenture has not been discharged, comply with the Trust Indenture
relating to the release of the Aircraft, Airframe or such Engine, (3) assign to
Lessee or such other person, as the case may be, if and to the extent permitted
under the Purchase Agreement, all warranties of Airframe Manufacturer with
respect to the Aircraft, Airframe or such Engine, and (4) assign to Lessee or
such other person, as the case may be, if and to the extent permitted, all
claims, if any, for damage to the Aircraft, Airframe or such Engine, in each
case free of Lessor Liens, and without recourse or warranty of any kind
whatsoever (except as to the transfer described in clause (1) above and as to
the absence of such Lessor Liens, as aforesaid), and (b) Lessor shall promptly
deliver to Lessee or such other person, as the case may be, a bill of sale and
agreements of assignment, evidencing such transfer and assignment, and such
other instruments of transfer, all in form and substance reasonably satisfactory
to Lessee (or such other person, as the case may be), as Lessee (or such other
person, as the case may be) may reasonably request.

      4.6      LESSOR'S INTEREST IN CERTAIN ENGINES

            Lessor hereby agrees for the benefit of each lessor, conditional
seller, indenture trustee or secured party of any engine leased to, or purchased
by, Lessee or any Permitted Sublessee subject to a lease, conditional sale,
trust indenture or other security agreement that Lessor, its successors and
assigns will not acquire or claim, as against such lessor, conditional seller,


<PAGE>


indenture trustee or secured party, any right, title or interest in any engine
as the result of such engine being installed on the Airframe at any time while
such engine is subject to such lease, conditional sale, trust indenture or other
security agreement and owned by such lessor or conditional seller or subject to
a trust indenture or security interest in favor of such indenture trustee or
secured party.

      4.7      LEASE FOR U.S. FEDERAL INCOME TAX LAW PURPOSES; SECTION 1110
               OF BANKRUPTCY CODE

            (a) Lessee and Lessor agree that this Lease is, and shall be treated
as, a lease for U.S. federal income tax purposes of the Aircraft, Airframe,
Engines and Parts.

            (b) It is the intention of each of Lessee and Lessor that Lessor
(and Mortgagee as assignee of Lessor under the Trust Indenture) shall be
entitled to the benefits of Section 1110 with respect to the right to take
possession of the Aircraft, Airframe, Engines and Parts and to enforce any of
its other rights or remedies as provided in this Lease.

SECTION 5.      RETURN OF AIRCRAFT

      5.1      COMPLIANCE WITH ANNEX B

            Lessee shall comply with each of the provisions of Annex B hereto,
which provisions are hereby incorporated by this reference as if set forth in
full herein.

      5.2      STORAGE AND RELATED MATTERS

            If Lessor gives written notice to Lessee not less than 60 days nor
more than 120 days prior to the end of the Term requesting storage of the
Aircraft upon its return hereunder, Lessee will provide Lessor, or cause Lessor
to be provided, with outdoor parking facilities for the Aircraft for a period up
to 30 days, commencing on the date of such return, and upon request of Lessor to
Lessee made at least 10 days prior to the end of such initial 30 day period, for
an additional 120 day period commencing upon expiration of such initial period,
at such storage facility in the 48 contiguous states of the United States on
Lessee's route system for Similar Aircraft as Lessor may select as the site for
such return of the Aircraft. Such storage shall be at Lessor's risk, and Lessor
shall pay all applicable storage fees, except that Lessee shall pay the parking
fees for the initial 30 day storage period; PROVIDED that Lessee's obligation to
provide parking shall be subject to Lessor entering into an agreement prior to
the commencement of the storage period with the storage facility providing,
among other things, that Lessor shall bear all maintenance charges and other
costs (other than parking fees for the initial 30 day period) incurred.

      5.3      RETURN OF OTHER ENGINES

            In the event that any Engine owned by Lessor shall not be installed
on the Airframe at the time of return hereunder, Lessee shall be required to
return the Airframe hereunder with a Replacement Engine meeting the requirements
of, and in accordance with, Section 10 hereof and Annex B hereto. Thereupon,


<PAGE>


Lessor will transfer to Lessee the Engine constituting part of such Aircraft but
not installed on such Airframe at the time of the return of the Airframe.

SECTION 6.      LIENS

            Lessee shall not, directly or indirectly, create, incur, assume or
suffer to exist any Lien on or with respect to the Aircraft, the Airframe, any
Engine or any Part, title to any of the foregoing or any interest of Lessee
therein, or the Lessee's rights in and to this Lease or any Permitted Sublease,
except (a) the respective rights of Lessor, Mortgagee, the Participants or
Lessee under the Operative Agreements, or of any Permitted Sublessee under any
Permitted Sublease; (b) Lessor Liens with respect to any Participant, Lessor or
Mortgagee; (c) the rights of others under agreements or arrangements to the
extent permitted by the terms of Sections 7.2 and 7.3 or Annex C; (d) Liens for
Taxes of Lessee (and its U.S. federal tax law consolidated group), or Liens for
Taxes of any Tax Indemnitee (and its U.S. federal tax law consolidated group)
for which Lessee is obligated to indemnify such Tax Indemnitee under any of the
Lessee Operative Agreements, in any such case 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 danger of the sale, forfeiture or
loss of the Aircraft, the Airframe, any Engine or any Part thereof; (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 35 days or is being contested in good
faith by appropriate proceedings, so long as such Liens and such proceedings do
not involve any material danger of the sale, forfeiture or loss of the Aircraft,
the Airframe, any Engine or any Part thereof; and (f) Liens arising out of any
judgment or award against Lessee (or against any Permitted Sublessee), so long
as such judgment shall, within 30 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 30 days after the expiration of such
stay, and so long as during any such 30-day period there is not, or any such
judgment or award does not involve, any material risk of the sale, forfeiture or
loss of the Aircraft, the Airframe or any Engine. Lessee shall promptly (and in
any case, by the end of the Term), at its own expense, take (or cause to be
taken) such action as may be necessary to duly discharge (by bonding or
otherwise) any Lien not excepted above if the same shall at any time arise in
respect of the Aircraft, the Airframe, any Engine or any Part during the Term.

SECTION 7.      REGISTRATION, OPERATION, POSSESSION, SUBLEASING AND RECORDS

      7.1      REGISTRATION AND OPERATION

               7.1.1       REGISTRATION AND RECORDATION

            Subject to the compliance by Lessor and Owner Participant with their
respective obligations under Section 13 of the Participation Agreement, Lessee
shall cause the Aircraft to be, and at all times during the Term to remain, duly
registered with the FAA under the Act or with such other country of registry as
shall be permitted under Section 7.1.2 below, in the name of Lessor as owner and
lessor (except to the extent that such registration under the Act cannot be
effected with the FAA because of Lessor's or Owner Participant's failure to


<PAGE>


comply with the citizenship requirements for registration of the Aircraft under
the Act). Lessor shall execute any and all such documents as Lessee (or any
Permitted Sublessee) may reasonably request for the purpose of effecting and
continuing such registration. Unless Mortgagee has given Lessee notice that the
Trust Indenture has been discharged, Lessee shall also cause the Trust Indenture
to be duly recorded and at all times maintained of record as a first-priority
perfected mortgage (subject to Permitted Liens) on the Aircraft, the Airframe
and each of the Engines (except to the extent that such perfection or priority
cannot be maintained as a result of the failure by Lessor or Mortgagee to
execute and deliver any necessary documents).

               7.1.2       REREGISTRATION

            So long as no Lease Event of Default shall have occurred and be
continuing, Lessee may, by written notice to Lessor, request to change the
country of registration of the Aircraft. Any such change in registration shall
be effected only in compliance with, and subject to all of the conditions set
forth in, Section 7.6.11 of the Participation Agreement.

               7.1.3       MARKINGS

            If permitted by applicable Law, on or reasonably promptly after the
Closing, Lessee will cause to be affixed to, and maintained in, the cockpit of
the Airframe and on each Engine, in each case, in a clearly visible location (it
being understood that the location of such placards, as identified to the Owner
Participant prior to the Closing, shall be deemed to be in compliance with this
requirement), a placard of a reasonable size and shape bearing the legend, in
English, set forth in Schedule 6. Such placards may be removed temporarily, if
necessary, in the course of maintenance of the Airframe or Engines. If any such
placard is damaged or becomes illegible, Lessee shall promptly replace it with a
placard complying with the requirements of this Section 7.1.3.

               7.1.4       COMPLIANCE WITH LAWS

            Lessee shall not, and shall not allow any other person to, operate,
use, maintain, service, repair or overhaul the Aircraft (a) in violation of any
Law binding on or applicable to the Aircraft, the Airframe or any Engine, or (b)
in violation of any airworthiness certificate, license or registration of any
Government Entity relating to Lessee or the Aircraft, the Airframe or any
Engine, except (1) immaterial or non-recurring violations with respect to which
corrective measures are taken promptly by Lessee or a Permitted Sublessee, as
the case may be, upon discovery thereof, and (2) to the extent Lessee or any
Permitted Sublessee is contesting the validity or application of any such Law or
requirement relating to any such certificate, license or registration in good
faith in any reasonable manner that does not involve a material danger of the
sale, forfeiture or loss of the Aircraft, the Airframe, or any Engine, any risk
of criminal liability or a greater than de minimis risk of material civil
penalties being imposed against Lessor, Mortgagee or any Participant or impair
the Lien of the Trust Indenture.

               7.1.5       OPERATION

            Lessee agrees not to operate, use or locate the Aircraft, the
Airframe or any Engine, or allow the Aircraft, the Airframe or any Engine to be
operated, used or located (a) in any area excluded from coverage by any
insurance required by the terms of Section 11, except in the case of a


<PAGE>


requisition by the U.S. Government where Lessee obtains an indemnity in lieu of
such insurance from the U.S. Government, or insurance from the U.S. Government,
covering such area, in accordance with Section 11.3 or (b) in any recognized
area of hostilities unless fully covered in accordance with Annex D by war-risk
insurance as required by the terms of Section 11 (including, without limitation,
Section 11.3), unless in any case referred to in this Section 7.1.5 the Aircraft
is only temporarily operated, used or located in such area as a result of an
emergency, equipment malfunction, navigational error, hijacking, weather
condition or other similar unforeseen circumstances, so long as Lessee
diligently and in good faith proceeds to remove the Aircraft from such area.

      7.2      POSSESSION

            Lessee will not, without the prior written consent of Lessor and
Owner Participant (which consent shall not be unreasonably withheld), sublease
or otherwise in any manner deliver, transfer or relinquish possession of the
Aircraft, the Airframe or any Engine or install any Engine, or permit any Engine
to be installed, on any airframe other than the Airframe; PROVIDED, HOWEVER,
subject to the provisions of Section 7.3, Lessee may, without such prior written
consent:

               7.2.1       INTERCHANGE AND POOLING

            Subject or permit any Permitted Sublessee to subject any Engine to
normal interchange agreements or pooling agreements or arrangements, in each
case customary in the commercial airline industry and entered into by Lessee or
such Permitted Sublessee, as the case may be, in the ordinary course of
business; PROVIDED, HOWEVER, that if Lessor's title to any such Engine is
divested under any such agreement or arrangement, then such Engine shall be
deemed to have suffered an Event of Loss as of the date of such divestiture,
with the effect that Lessee shall be required to replace such Engine with a
Replacement Engine meeting the requirements of, and in accordance with, Section
10.

               7.2.2       TESTING AND SERVICE

            Deliver or permit any Permitted Sublessee to deliver possession of
the Aircraft, Airframe, any Engine or any Part (i) to the manufacturer thereof
or to any third-party maintenance provider, for testing, service, repair,
maintenance or overhaul work on the Aircraft, Airframe, any Engine or any Part,
or, to the extent required or permitted by the terms of Annex C, for alterations
or modifications in or additions to the Aircraft, Airframe or any Engine or (ii)
to any Person for the purpose of transport to a Person referred to in the
preceding clause (i).

               7.2.3       TRANSFER TO U.S. GOVERNMENT

            Transfer or permit any Permitted Sublessee to transfer possession of
the Aircraft, Airframe or any Engine to the U.S. Government, in which event
Lessee shall promptly notify Lessor and Mortgagee in writing of any such
transfer of possession and, in the case of any transfer pursuant to CRAF, in
such notification shall identify by name, address and telephone numbers the
Contracting Office Representative or Representatives for the Military Airlift


<PAGE>


Command of the United States Air Force to whom notices must be given and to whom
requests or claims must be made to the extent applicable under CRAF.

               7.2.4       INSTALLATION OF ENGINES ON OWNED AIRCRAFT

            Install or permit any Permitted Sublessee to install an Engine on an
airframe owned by Lessee or such Permitted Sublessee, as the case may be, free
and clear of all Liens, except (a) Permitted Liens and those that do not apply
to the Engines and (b) the rights of third parties under normal interchange or
pooling agreements and arrangements of the type that would be permitted under
Section 7.2.1.

               7.2.5       INSTALLATION OF ENGINES ON OTHER AIRFRAMES

            Install or permit any Permitted Sublessee to install an Engine on an
airframe leased to Lessee or such Permitted Sublessee, or purchased by Lessee or
such Permitted Sublessee subject to a mortgage, security agreement, conditional
sale or other secured financing arrangement, but only if (a) such airframe is
free and clear of all Liens, except (i) the rights of the parties to such lease,
or any such secured financing arrangement, covering such airframe and (ii) Liens
of the type permitted by clauses (a) and (b) of Section 7.2.4 and (b) Lessee or
Permitted Sublessee, as the case may be, shall have received from the lessor,
mortgagee, secured party or conditional seller, in respect of such airframe, a
written agreement (which may be a copy of the lease, mortgage, security
agreement, conditional sale or other agreement covering such airframe), whereby
such Person agrees that it will not acquire or claim any right, title or
interest in, or Lien on, such Engine by reason of such Engine being installed on
such airframe at any time while such Engine is subject to this Lease or is owned
by Lessor.

               7.2.6       INSTALLATIONS OF ENGINES ON FINANCED AIRCRAFT

            So long as no Payment Default, Bankruptcy Default or Lease Event of
Default shall have occurred and be continuing, install or permit any Permitted
Sublessee to install an Engine on an airframe owned by Lessee or such Permitted
Sublessee, leased to Lessee or such Permitted Sublessee, or purchased by Lessee
or such Permitted Sublessee subject to a conditional sale or other security
agreement under circumstances where neither Section 7.2.4 or 7.2.5 is
applicable; PROVIDED, HOWEVER, that any such installation shall be deemed an
Event of Loss with respect to such Engine, and Lessee shall comply with Section
10.2 hereof in respect thereof.

               7.2.7       SUBLEASING

            With respect to the Aircraft, Airframe or any Engine, so long as no
Payment Default, Bankruptcy Default or Lease Event of Default has occurred and
is continuing, enter into a sublease with any Permitted Air Carrier, but only
if:

            (a) Lessee shall provide written notice to Lessor of Lessee's intent
to enter into a Permitted Sublease (except if the Permitted Sublessee is
Express) and of any permitted sub-sublease, such notice in the event of a
sublease to a U.S. Air Carrier to be given promptly after entering into any such
sublease or, in the case of a sublease to any other Permitted Air Carrier, 20
days in advance of entering into such sublease;


<PAGE>


            (b) At the time that Lessee enters into such Permitted Sublease or a
sublessee enters into a permitted sub-sublease, such Permitted Sublessee shall
not be subject to any bankruptcy, insolvency, liquidation, reorganization,
dissolution or similar proceeding, shall not be seeking any reorganization or
any readjustment of its debts and shall not be, or shall not have substantially
all of its property, in the possession of any liquidator, trustee, receiver or
similar person and, if such Permitted Sublessee is a Permitted Foreign Air
Carrier, the United States then maintains normal diplomatic relations with the
country in which such Permitted Sublessee has its principal executive offices;

            (c) Any such Permitted Sublease (including any permitted
sub-sublease) (i) shall include provisions for the maintenance, operation,
possession, inspection and insurance of the Aircraft that are the same in all
material respects as the applicable provisions of this Lease, (ii) shall provide
that, except if Express or any subsidiary of Lessee is the Permitted Sublessee,
such Permitted Sublessee may not further sublease or transfer its interests
(except transfers of the type permitted in Sections 7.2.1 through 7.2.6,
inclusive) in the Aircraft, Airframe or Engines, (iii) shall not extend beyond
the end of the Term and (iv) shall be expressly subject and subordinate to all
the terms of this Agreement and to the rights, powers and remedies of Lessor
hereunder;

            (d) In connection with a sublease (including any permitted
sub-sublease) to a Permitted Foreign Air Carrier, Lessee shall have furnished
Lessor and Mortgagee an opinion of counsel, reasonably satisfactory to Lessor
and Mortgagee, in the country of domicile of such Permitted Foreign Air Carrier,
that (i) the terms of such sublease are the legal, valid and binding obligations
of the parties thereto enforceable under the Laws of such jurisdiction, (ii) it
is not necessary for Owner Participant, Lessor or Mortgagee to register or
qualify to do business in such jurisdiction, if not already so registered or
qualified, as a result, in whole or in part, of the proposed sublease, (iii)
Lessor's title to, and Mortgagee's Lien in respect of, the Aircraft, Airframe
and Engines will be recognized in such jurisdiction, (iv) the Laws of such
jurisdiction of domicile require fair compensation by the government of such
jurisdiction, payable in a currency freely convertible into Dollars, for the
loss of title to the Aircraft, Airframe or Engines in the event of the
requisition by such government of such title (unless Lessee shall provide
insurance in the amounts required with respect to hull insurance under Section
11 covering the requisition of title to the Aircraft, Airframe or Engines by the
government of such jurisdiction so long as the Aircraft, Airframe or Engines are
subject to such sublease), (v) the agreement of such Permitted Foreign Air
Carrier that its rights under the sublease are subject and subordinate to all
the terms of this Lease is enforceable against such Permitted Foreign Air
Carrier under applicable Law, and (vi) there is no tort liability of the owner
or Lessor of an aircraft not in possession thereof under the Laws of such
country (it being agreed that, in the event such latter opinion cannot be given
in a form satisfactory to the Owner Participant and Mortgagee, such opinion
shall be waived if insurance reasonably satisfactory to the Owner Participant
and Mortgagee is provided to cover such risk);

            (e) No such sublease shall be made to a "tax exempt entity" as
defined in Section 168(h)(2) of the Code (including any Permitted Foreign Air
Carrier) prior to the close of the Tax Attribute Period, unless Lessee prepays
on a lump-sum basis any liability due under the Tax Indemnity Agreement as a
result of such sublease based upon the assumption that such sublease were to
continue for the remainder of the term of such sublease, PROVIDED, that


<PAGE>


notwithstanding the foregoing, such sublease may be made without requiring such
prepayment during the taxable year in which the seventh anniversary of the
Closing Date occurs so long as the Aircraft is not "used predominantly outside
the United States" within the meaning of Section 168(g) of the Code during such
taxable year;

            (f) Lessee shall furnish to Lessor and Mortgagee evidence reasonably
satisfactory to Lessor and Mortgagee that the insurance required by Section 11
remains in effect at the time such sublease (including any permitted
sub-sublease) is entered into;

            (g) All necessary documents shall have been duly filed, registered
or recorded in such public offices as may be required fully to preserve the
title of Lessor, and the first priority perfected security interest (subject to
Permitted Liens) of Mortgagee, in the Aircraft, Airframe and Engines;

            (h) Except for the initial sublease to Express, Lessee shall
reimburse Lessor and Mortgagee for all of its reasonable out-of-pocket fees and
expenses, including, without limitation, reasonable fees and disbursements of
counsel, incurred by Lessor and Mortgagee in connection with any such sublease;
and

            (i) For all purposes of this Section 7.2.7, the term "sublease"
shall be deemed to include interchange agreements with respect to the Aircraft
or Airframe.

      7.3      CERTAIN LIMITATIONS ON SUBLEASING OR OTHER RELINQUISHMENT OF
               POSSESSION

            Notwithstanding anything to the contrary in Section 7.2:

            (a) The rights of any person that receives possession of the
Aircraft in accordance with Section 7.2 shall be subject and subordinate to all
the terms of this Lease, and to Lessor's rights, powers and remedies hereunder,
including, without limitation (i) Lessor's right to repossess the Aircraft
pursuant to Section 15, (ii) Lessor's right to terminate and avoid such
sublease, delivery, transfer or relinquishment of possession upon the occurrence
of a Lease Event of Default and (iii) the right to require such person to
forthwith deliver the Aircraft, the Airframe and Engines subject to such
transfer upon the occurrence of a Lease Event of Default;

            (b) Lessee shall remain primarily liable hereunder for the
performance of all the terms of this Lease to the same extent as if such
transfer had not occurred, and no transfer of possession of the Aircraft, the
Airframe, any Engine or any Part shall in any way discharge or diminish any of
Lessee's obligations to Lessor hereunder or under any Operative Agreement;

            (c) Lessee shall ensure that no sublease, delivery, transfer or
relinquishment permitted under Section 7.2 shall affect the United States
registration of the Aircraft, unless also made in accordance with the provisions
of Section 7.1.2;

            (d) Any event that constitutes or would, with the passage of time,
constitute an Event of Loss under paragraph (c), (d), or (e) of the definition
of such term (as set forth in Annex A) shall not be deemed to violate the
provisions of Section 7.2; and


<PAGE>


            (e) Any Wet Lease shall not constitute a delivery, transfer or
relinquishment of possession for purposes of Section 7.2 and shall not be
prohibited by the terms hereof.

SECTION 8.      MAINTENANCE; REPLACEMENT AND POOLING OF PARTS; ALTERATIONS,
                MODIFICATIONS AND ADDITIONS; OTHER LESSEE COVENANTS

      8.1      MAINTENANCE; REPLACEMENT AND POOLING OF PARTS; ALTERATIONS,
               MODIFICATIONS AND ADDITIONS

            At all times during the Term, Lessee shall comply with, or cause to
be complied with, each of the provisions of Annex C, which provisions are hereby
incorporated by this reference as if set forth in full herein.

      8.2      INFORMATION, CERTIFICATES, NOTICES AND REPORTS

               8.2.1       FINANCIAL INFORMATION

            Lessee will furnish to Lessor and Mortgagee:

            (a) Within 90 days after the end of each of the first three fiscal
quarters in each fiscal year of Lessee, a consolidated balance sheet of Lessee
as of the end of such quarter and related statements of income and cash flows
for the period commencing at the end of the previous fiscal year and ending with
the end of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding period in the preceding fiscal year,
prepared in accordance with GAAP; PROVIDED THAT so long as Lessee is subject to
the reporting requirements of the Securities Exchange Act of 1934, a copy of
Lessee's report on Form 10-Q for such fiscal quarter (excluding exhibits) or an
e-mail notice that such report has been filed with the SEC and providing a
website address at which such report may be accessed will satisfy this paragraph
(a).

            (b) Within 120 days after the end of each fiscal year of Lessee, a
consolidated balance sheet of Lessee as of the end of such fiscal year and
related statements of income and cash flows of Lessee for such fiscal year, in
comparative form with the preceding fiscal year, prepared in accordance with
GAAP, together with a report of Lessee's independent certified public
accountants with respect to their audit of such financial statements; PROVIDED
THAT so long as Lessee is subject to the reporting requirements of the
Securities Exchange Act of 1934, a copy of Lessee's report on Form 10-K for such
fiscal year (excluding exhibits) or an e-mail notice that such report has been
filed with the SEC and providing a website address at which such report may be
accessed will satisfy this paragraph (b).

               8.2.2       ANNUAL CERTIFICATE

            Within 120 days after the close of each fiscal year of Lessee,
Lessee shall deliver to Lessor and Mortgagee an Officer's Certificate of Lessee
(which, in lieu of delivery pursuant to Section 18.6, may be delivered by e-mail
and, in such case, need not include a manual signature of a required officer but
instead shall set forth a typed signature of such officer) to the effect that
such officer is familiar with or has reviewed or caused to be reviewed the


<PAGE>


relevant terms of this Lease and the other Lessee Operative Agreements and that
such officer does not have knowledge of the existence as at the date of such
certificate of any Lease Event of Default or if there is knowledge of a Lease
Event of Default, the steps that are being taken with respect thereto.

               8.2.3       INFORMATION FOR FILINGS

            Lessee shall promptly furnish to Owner Participant, Mortgagee or
Lessor such information (other than with respect to the citizenship of Owner
Participant and Lessor) within Lessee's or any Permitted Sublessee's possession,
or reasonably available to or obtainable by Lessee or such Permitted Sublessee,
as may be required to enable Lessor timely to file any reports required to be
filed by it as lessor under the Lease, to enable Mortgagee timely to file any
reports required to be filed by it as Mortgagee under the Trust Indenture or to
enable Owner Participant to timely file any reports required to be filed by it,
as the beneficiary of the Trust Estate, in any such case, with any Government
Entity because of, or in connection with, the interest of Owner Participant,
Mortgagee or Lessor in the Aircraft, Airframe or Engines, this Lease or any
other part of the Trust Estate; provided, however, that with respect to any such
information which Lessee reasonably deems commercially sensitive or
confidential, Owner Participant, Mortgagee or Lessor, as the case may be, shall
afford Lessee a reasonable opportunity to seek from any such Government Entity a
waiver of the obligation of Owner Participant, Mortgagee or Lessor to file any
such information, or shall consent to the filing of such information directly by
Lessee in lieu of filing by Owner Participant, Mortgagee or Lessor, and if any
such waiver or consent is evidenced to the reasonable satisfaction of Owner
Participant, Mortgagee or Lessor, as the case may be, then Lessee shall not be
required to furnish such information to Owner Participant, Mortgagee or Lessor.

SECTION 9.      VOLUNTARY TERMINATION UPON OBSOLESCENCE

      9.1      RIGHT OF TERMINATION

            (a) Unless a Lease Event of Default, Payment Default or Bankruptcy
      Default shall have occurred and be continuing, Lessee shall have the right
      at its option to terminate this Lease during the Base Lease Term,
      effective only on a Termination Date occurring after the end of the Tax
      Attribute Period, if:

            (i) Lessee makes a good faith determination that the Aircraft either
      has become economically obsolete or is surplus to Lessee's requirements
      and the Chief Financial Officer or Treasurer of Lessee so certifies in
      writing to Lessor; and

            (ii) written notice of Lessee's exercise of its option to terminate
      this Agreement shall be given to Lessor not less than 90 days prior to the
      proposed Termination Date specified in such notice.

            (b) Lessor shall notify Lessee and Mortgagee of Lessor's intention
      to sell or retain the Aircraft, as provided in this Section 9, no later
      than 45 days after Lessee gives Lessor written notice pursuant to Section
      9.1(a)(ii). Any failure by Lessor to give such notice of its election
      shall be deemed to be an election to sell the Aircraft, as provided in
      this Section 9.


<PAGE>


            (c) Any termination pursuant to this Section 9 shall become
      effective on the date of the sale, if any, pursuant to Section 9.2 or upon
      the date of termination and payment by Lessee and Lessor in accordance
      with Section 9.3 if Lessor elects to retain the Aircraft.

      9.2      ELECTION BY LESSOR TO SELL

               9.2.1       BIDS; CLOSING OF SALE

            Unless Lessor has given Lessee notice of Lessor's election to retain
the Aircraft, Lessee, as agent for Lessor, shall, until the date ten Business
Days prior to the proposed Termination Date, use commercially reasonable efforts
to obtain bids for a cash purchase of the Aircraft and Lessor may, if it desires
to do so, also seek to obtain such bids. In the event Lessee receives any bid,
Lessee shall promptly, and in any event at least ten Business Days prior to the
proposed date of sale, certify to Lessor in writing the amount and terms of such
bid, the proposed date of such sale and the name and address of the person (who
shall not be Lessee or any Affiliate of Lessee or any person with whom Lessee or
any such Affiliate has an arrangement for the future use of the Aircraft by
Lessee or any such Affiliate) submitting such bid. In the event Lessor receives
any bid on or prior to the date ten Business Days prior to the proposed
Termination Date, Lessor shall, at least ten Business Days prior to the proposed
date of sale, certify to Lessee in writing the amount and terms of such bid, the
proposed date of such sale and the name and address of the person submitting
such bid.

               9.2.2       CLOSING OF SALE

            (a) On the proposed Termination Date (i) Lessee shall deliver the
      Airframe and Engines or engines constituting part of the Aircraft to the
      bidder, if any, which shall have submitted the highest cash bid (net of
      applicable brokerage commissions) on or before the date ten Business Days
      prior to such Termination Date, in the same manner as if delivery were
      made to Lessor pursuant to Section 5 and Annex B and in full compliance
      with the terms thereof, and shall duly transfer to Lessor title to any
      such engines not owned by Lessor, all in accordance with the terms of
      Section 5 and Annex B, and (ii) Lessor shall simultaneously therewith
      transfer the Airframe and Engines or engines to such bidder, in the manner
      described in Section 4.5, against cash paid to Lessor in the amount of
      such highest bid (net of applicable brokerage commissions and all
      reasonable out-of-pocket fees and expenses incurred by Lessor, Mortgagee
      and Owner Participant in connection with such sale and the related
      termination of this Lease (collectively, the "Expenses of Sale") and in
      the manner and in funds of the type specified in Section 3.3.

            (b) All proceeds of any sale described in Section 9.2.2(a), net of
      Expenses of Sale, shall be paid to and retained by Lessor and, on such
      Termination Date, and as a condition precedent to such sale and the
      delivery of the Aircraft and Engines or engines to such bidder, Lessee
      shall pay to Lessor, in the manner and in funds of the type specified in
      Section 3.3:

            (i) all unpaid Basic Rent due at any time prior to such Termination
      Date, but excluding Basic Rent due on such Termination Date; plus

            (ii) an amount equal to the excess, if any, of the Termination Value
      for the Aircraft, computed as of such Termination Date, over the proceeds
      of such sale, net of Expenses of Sale; plus


<PAGE>


            (iii) as provided in Section 3.2.2, interest on the amounts
      specified in the foregoing clause (i) at the Payment Due Rate from and
      including the date on which any such amount was due to the date of payment
      of such amount in full.

            As a further condition precedent to such sale and delivery, Lessee
shall pay all Supplemental Rent due by Lessee to Lessor, Mortgagee or the
Participants under this Lease (including, without limitation, (A) Supplemental
Rent in respect of Make-Whole Amount, if any, payable pursuant to Section
2.10(b) of the Trust Indenture in connection with a prepayment of the Equipment
Notes upon such sale, (B) all interest charges provided for hereunder or under
any other Lessee Operative Agreement with respect to the late payment of any
amounts so payable, (C) the Expenses of Sale).

            (c) Upon and subject to any such sale and receipt of proceeds by
      Lessor, and full and final payment of all amounts described in Section
      9.2.2(b), and compliance by Lessee with all the other provisions of this
      Section 9.2,

            (i) Lessor will transfer to Lessee, in accordance with Section 4.5,
      any Engines constituting part of the Aircraft but which were not then
      installed on the Airframe and sold therewith; and

            (ii) the obligation of Lessee to pay Basic Rent, on or after the
      Payment Date with reference to which Termination Value is computed, shall
      cease, and the Term for the Aircraft shall end effective as of the date of
      such sale.

            (d) A sale of the Aircraft pursuant to this Section 9.2.2 shall take
      place only on a Termination Date. Subject to Section 9.3, if no sale shall
      have occurred on or as of the proposed Termination Date, this Agreement
      shall continue in full force and effect, and all of Lessee's obligations
      shall continue, including, without limitation, its obligation to pay Rent,
      in each case, as if the notice under Section 9.1 shall not have been given
      and, subject to Section 9.2.3, Lessee may give another notice pursuant to
      Section 9.1.

               9.2.3       WITHDRAWAL OF NOTICE OF TERMINATION

            (a) Lessee may withdraw any notice given pursuant to Section 9.1 at
any time on or before the date 20 days prior to the proposed Termination Date,
whereupon this Agreement shall continue in full force and effect and all of
Lessee's obligations shall continue, including, without limitation, its
obligation to pay Rent, in each case, as if the notice under Section 9.1 shall
not have been given and Lessee may give another notice pursuant to Section 9.1;
PROVIDED that Lessee shall not be entitled to give more than three notices
pursuant to Section 9.1.

            (b) Lessee shall pay all reasonable out-of-pocket fees and expenses
of Lessor, Mortgagee and Owner Participant in connection with any notice of
termination withdrawn by Lessee or in connection with any notice of termination
pursuant to which a sale of the Aircraft fails to occur.


<PAGE>


      9.3      RETENTION OF AIRCRAFT BY LESSOR

            (a) If Lessor shall elect to retain the Aircraft in accordance with
      Section 9.1, on the proposed Termination Date:

            (i) Lessor shall pay, or cause to be paid, in the manner and in
      funds of the type specified in Section 3.3, to the Mortgagee an amount
      sufficient to prepay all outstanding Equipment Notes pursuant to Section
      2.10(b) of the Trust Indenture;

            (ii) subject to receipt by Mortgagee of the funds described in
      paragraph (i) above, Lessee shall deliver the Airframe and Engines or
      engines constituting part of the Aircraft to Lessor pursuant to Section 5
      and Annex B and in full compliance with the terms thereof, and shall duly
      transfer to Lessor title to any such engines not owned by Lessor, all in
      accordance with the terms of Section 5 and Annex B;

            (iii) Lessee shall pay to Lessor, in the manner and in funds of the
      type specified in Section 3.3:

            (1) all unpaid Basic Rent due at any time prior to such Termination
      Date, but excluding Basic Rent due on such Termination Date; plus

            (2) as provided in Section 3.2.2, interest on the amounts specified
      in the foregoing clause (1) at the Payment Due Rate from and including the
      date on which any such amount was due to the date of payment of such
      amount in full; and

            (iv) Lessee shall also pay all Supplemental Rent due and payable by
      Lessee to Lessor, Mortgagee or the Participants under this Lease
      (including without limitation (A) Supplemental Rent in respect of
      Make-Whole Amount, if any, payable pursuant to Section 2.10(b) of the
      Trust Indenture in connection with a prepayment of the Equipment Notes,
      (B) all interest charges provided for hereunder or under any other Lessee
      Operative Agreement with respect to the late payment of any amounts so
      payable, and (C) the reasonable out-of-pocket fees and expenses incurred
      by Lessor and Owner Participant in connection with such termination and
      sale).

            (b) Upon full and final payment to Lessor, Mortgagee and the
      Participants of the amounts described in Section 9.3(a), and compliance by
      Lessee with all the other applicable provisions of this Section 9.3,

            (i) Lessor will transfer to Lessee, in accordance with Section 4.5,
      any Engines constituting part of the Aircraft but which were not then
      installed on the Airframe and returned therewith; and

            (ii) The obligation of Lessee to pay Basic Rent otherwise due on or
      after the Termination Date shall cease, and the Term for the Aircraft
      shall end effective as of such Termination Date.


<PAGE>


SECTION 10.     LOSS, DESTRUCTION, REQUISITION, ETC.

      10.1     EVENT OF LOSS WITH RESPECT TO AIRCRAFT

               10.1.1      NOTICE AND ELECTION

            (a) Upon the occurrence of an Event of Loss with respect to the
Airframe, and any Engine or Engines installed thereon at the time of such Event
of Loss, Lessee shall promptly (and in any event within 10 Business Days after
such occurrence) give Lessor and Mortgagee written notice of such Event of Loss.
Within 45 days after such occurrence, Lessee shall give Lessor and Mortgagee
written notice of Lessee's election to make payment in respect of such Event of
Loss, as provided in Section 10.1.2, or to replace the Airframe, and any such
Engines, as provided in Section 10.1.3.

            (b) Any failure by Lessee to give such notice of its election shall
be deemed to be an election of the option set forth in Section 10.1.2. In
addition, Lessee shall not be entitled to elect the option set forth in Section
10.1.3 if, at the time Lessor receives such notice from Lessee, there shall have
occurred and be continuing a Payment Default, a Bankruptcy Default or a Lease
Event of Default.

            (c) For purposes of Section 10.1.2, an Event of Loss with respect to
the Airframe shall be deemed to constitute an Event of Loss with respect to the
Aircraft. For purposes of Section 10.1.3, any Engine not actually suffering an
Event of Loss shall not be required to be replaced.

               10.1.2      PAYMENT OF LOSS AND TERMINATION OF LEASE

            (a)  If Lessee elects, in accordance with Section 10.1.1, to make
payment in respect of any such Event of Loss, then Lessee shall pay, in the
manner and in funds of the type specified in Section 3.3, the following amounts:

            (i)  on the Stipulated Loss Value Date next following the earlier of
     (x) the 120th day following the date of the occurrence of such Event of
     Loss, and (y) the twentieth day following the receipt of insurance proceeds
     with respect to such occurrence (but in any event not earlier than the date
     of Lessee's election under Section 10.1.1 to make payment under this
     Section 10.1.2), Lessee shall pay to Lessor:

            (1)   all unpaid Basic Rent or Renewal Rent, as the case may be, due
                  at any time prior to such Stipulated Loss Value Date; plus

            (2)   the Stipulated Loss Value of the Aircraft computed as of such
                  Stipulated Loss Value Date; plus

            (3)   as provided in Section 3.2.2, interest on the amount specified
                  in the foregoing clause (1) at the Payment Due Rate from and
                  including the date on which any such amount was due to the
                  date of payment of such amount in full;


<PAGE>


      PROVIDED, that if such Stipulated Loss Value Date is a Payment Date,
      Lessee shall not be obligated to pay the Basic Rent or Renewal Rent
      otherwise required to be paid on such date; and

            (ii) on or before the date required for payment of the amounts
      specified in paragraph (i) above, Lessee shall also pay to Lessor,
      Mortgagee and the Participants all other amounts due and payable by Lessee
      to Lessor, Mortgagee and the Participants under this Lease, the
      Participation Agreement or any other Lessee Operative Agreement.

            (b) Upon payment in full of all amounts described in the foregoing
      paragraph (a),(i) the obligation of Lessee to pay Basic Rent or Renewal
      Rent hereunder with respect to the Aircraft shall terminate, (ii) the Term
      for the Aircraft shall end and (iii) Lessor will transfer the Aircraft to
      Lessee, as-is and where-is, and subject to any insurer's salvage rights,
      but otherwise in the manner described in Section 4.5.

               10.1.3      REPLACEMENT OF AIRFRAME AND ENGINES

            (a) If Lessee elects, in accordance with Section 10.1.1, to replace
the Airframe, and any Engine actually suffering the Event of Loss, then Lessee
shall, as promptly as possible and in any event within 120 days after the
occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in
compliance with Section 10.3 and as replacement for the Airframe, and any such
Engine, title to a Replacement Airframe (which shall comply with paragraph (b)
below), and for each such Engine a Replacement Engine, in each case free and
clear of all Liens other than Permitted Liens. If Lessee makes such election,
but for any reason fails or is unable to effect such replacement within such
time period and in compliance with the requirements set forth in Section 10.3,
then Lessee shall be deemed to have initially made the election set forth in
Section 10.1.2 with the effect that Lessee shall immediately pay, in the manner
and in funds of the type specified in Section 3.3, the amounts required under,
and in accordance with, Section 10.1.2.

            (b) Any such Replacement Airframe shall be an airframe that is the
same model as the Airframe to be replaced thereby, or an improved model, and
that has a value, utility and remaining useful life (without regard to hours or
cycles remaining until the next regular maintenance check), at least equal to
the Airframe to be replaced thereby (assuming that such Airframe had been
maintained in accordance with the Lease). Any such Replacement Engine shall meet
the requirements of, and be conveyed by Lessee to Lessor in accordance with,
Section 10.2 (other than the notice requirement set forth in Section 10.2.1).

      10.2     EVENT OF LOSS WITH RESPECT TO AN ENGINE

               10.2.1      NOTICE

            Upon the occurrence of an Event of Loss with respect to an Engine
under circumstances in which an Event of Loss with respect to the Airframe has
not occurred, Lessee shall promptly (and in any event within 10 Business Days
after such occurrence) give Lessor written notice of such Event of Loss.


<PAGE>


               10.2.2      REPLACEMENT OF ENGINE

            Lessee shall, promptly and in any event within 90 days after the
occurrence of such Event of Loss, convey or cause to be conveyed to Lessor, in
compliance with Section 10.3 and as replacement for the Engine with respect to
which any Event of Loss occurred, title to a Replacement Engine free and clear
of all Liens other than Permitted Liens. Such Replacement Engine shall be an
engine manufactured by Engine Manufacturer that is the same model as the Engine
to be replaced thereby, or an improved model, and that is suitable for
installation and use on the Airframe, and that has a value, utility and
remaining useful life (without regard to hours and cycles remaining until
overhaul) at least equal to the Engine to be replaced thereby (assuming that
such Engine had been maintained in accordance with the Lease).

               10.2.3      ENGINE EXCHANGE

            Unless a Payment Default, Bankruptcy Default or Lease Event of
Default shall have occurred and be continuing, upon not less than five (5)
Business Days' prior written notice to Lessor, Lessee may replace any Engine
leased hereunder with another engine (the "Exchanged Engine") meeting the
requirements of Section 10.2.2. Such Exchanged Engine shall be deemed to be a
"Replacement Engine" and Lessor and Lessee shall comply with the provisions of
Section 10.3 with regard to the Exchanged Engine and the Engine so replaced.

      10.3     CONDITIONS TO ANY REPLACEMENT

               10.3.1      DOCUMENTS

            Prior to or at the time of conveyance of title to any Replacement
Airframe or Replacement Engine to Lessor, Lessee shall take each of the
following actions:

            (a) furnish Lessor with a full warranty bill of sale duly conveying
to Lessor such Replacement Airframe or Replacement Engine, in form and substance
reasonably satisfactory to Lessor and cause such Replacement Airframe to be duly
registered in the name of Lessor pursuant to the Act;

            (b) cause (i) a Lease Supplement subjecting such Replacement
Airframe or Replacement Engine to this Lease, duly executed by Lessee, to be
delivered to Lessor for execution and, upon such execution, to be filed for
recordation with the FAA pursuant to the Act, (ii) a Trust Indenture Supplement,
subjecting such Replacement Airframe or Replacement Engine to the Trust
Indenture, to be delivered to Lessor for execution and, upon execution, to be
filed for recordation with the FAA pursuant to the Act and (iii) such Financing
Statements and other filings, as Lessor or Mortgagee may reasonably request,
duly executed by Lessee and, to the extent applicable, Lessor and Mortgagee (and
Lessor and Mortgagee shall execute and deliver the same), to be filed in such
locations as any such party may reasonably request;

            (c) furnish such evidence of compliance with the insurance
provisions of Section 11 with respect to such Replacement Airframe or
Replacement Engine as Lessor may reasonably request;


<PAGE>


            (d) furnish an opinion or opinions of Lessee's counsel (which may be
Lessee's legal department) reasonably satisfactory to Lessor and Mortgagee and
addressed to Lessor and Mortgagee to the effect that (i) such full warranty bill
of sale referred to in Section 10.3.1(a) constitutes an effective instrument for
the conveyance of title to the Replacement Airframe or Replacement Engine and
(ii) in the case of a Replacement Airframe, Lessor and Mortgagee, as assignee of
Lessor, will be entitled to the benefits of Section 1110 with respect to the
Replacement Airframe, provided that such opinion referred to in this clause (ii)
need not be delivered to the extent that immediately prior to such replacement
the benefits of Section 1110 were not, solely by reason of a change in law or
court interpretation thereof, available to Lessor or Mortgagee, as assignee of
Lessor;

            (e) furnish an opinion of Lessee's aviation law counsel reasonably
satisfactory to Lessor and Mortgagee and addressed to Lessor and Mortgagee as to
the due registration of any such Replacement Airframe, the ownership of title to
such Replacement Airframe by Owner Trustee and the absence of Liens of record
with respect to such Replacement Airframe (other than Permitted Liens) and the
due filing for recordation of each Lease Supplement and Trust Indenture
Supplement with respect to such Replacement Airframe or Replacement Engine under
the Act;

            (f) with respect to the replacement of the Airframe, and any Engine
installed thereon at the time of the subject Event of Loss, if requested by
Lessor and at Lessee's expense, furnish a certified report of a qualified
independent aircraft appraiser, reasonably satisfactory to Lessor, certifying
that such Replacement Airframe and any such Replacement Engine complies with the
value, utility and remaining useful life requirements set forth in Section
10.1.3(b); and

            (g) furnish a certificate of a qualified aircraft engineer (who may
be an employee of Lessee) certifying that such Replacement Engine complies with
the value, utility and remaining useful life requirements set forth in Section
10.2.2.

            Lessor and Lessee understand and agree that if at the time of any
replacement of the Airframe or any Engine, as contemplated in this Section 10,
the Airframe was registered in a jurisdiction other than the United States, then
the requirements set forth above in this Section 10.3.1 relating to compliance
with the requirements of the Act or the FAA, shall be deemed to refer to the
comparable applicable Law of, and the Aviation Authority of, such other
jurisdiction.

               10.3.2      OTHER OBLIGATIONS

            (a) Lessor and Lessee agree that, upon any Replacement Airframe
becoming the Airframe hereunder, and upon any Replacement Engine becoming an
Engine hereunder, this Lease shall continue to be, and shall be treated as, a
lease for U.S. federal income tax purposes of, among other things, such
Replacement Airframe and such Replacement Engine. Without limiting the
foregoing, Lessee and Lessor intend that Lessor shall, in all events, be
entitled to the benefits of Section 1110 with respect to any Replacement
Airframe or Replacement Engine and Lessee and Lessor shall cooperate and take
such action as the other may reasonably request so as to ensure that Lessor
shall be entitled to such benefits.


<PAGE>


            (b) No Event of Loss with respect to an Engine, or with respect to
an Airframe, shall result in, or otherwise allow or permit (other than as
provided in Section 10.1.2(b)), any reduction, deferral, discharge or other
change in the timing or amount of any Rent payable by Lessee hereunder, and
(subject to such Section 10.1.2(b)) Lessee shall pay all such Rent and other
amounts as though such Event of Loss had not occurred.

      10.4     CONVEYANCE TO LESSEE

            Upon compliance by Lessee with the applicable terms of Sections
10.1.3, 10.2 and 10.3.1, Lessor will transfer to Lessee the Airframe or Engine,
as the case may be, with respect to which such Event of Loss occurred, in
accordance with Section 4.5.

      10.5     APPLICATION OF PAYMENTS

            Any amounts, other than insurance proceeds in respect of damage or
loss not constituting an Event of Loss (the application of which is provided for
in Section 11), received at any time by Lessor, Lessee or any Permitted
Sublessee from any Government Entity or any other Person in respect of any Event
of Loss will be applied as follows:

               10.5.1      REPLACEMENT OF AIRFRAME AND ENGINES

            If such amounts are received with respect to the Airframe, and any
Engine installed thereon at the time of such Event of Loss, upon compliance by
Lessee with the applicable terms of Section 10.1.3 with respect to the Event of
Loss for which such amounts are received, such amounts shall be paid over to, or
retained by, Lessee.

               10.5.2      LOSS OF ENGINE

            If such amounts are received with respect to an Engine (other than
an Engine installed on the Airframe at the time such Airframe suffers an Event
of Loss), upon compliance by Lessee with the applicable terms of Section 10.2.2
with respect to the Event of Loss for which such amounts are received, such
amounts shall be paid over to, or retained by, Lessee.

               10.5.3      PAYMENT OF LOSS

            If such amounts are received, in whole or in part, with respect to
the Airframe, and Lessee makes, has made or is deemed to have made the election
set forth in Section 10.1.2, such amounts shall be applied as follows:

            (a) FIRST, if the sum described in Section 10.1.2 has not then been
paid in full by Lessee, such amounts shall be paid to Lessor (or to Mortgagee so
long as Mortgagee has not given notice to Lessee that the Lien of the Trust
Indenture has been duly discharged, except with respect to Excluded Payments) to
the extent necessary to pay in full such sum;

            (b) SECOND, the remainder, if any, shall be paid to Lessee.


<PAGE>


      10.6     REQUISITION OF AIRCRAFT FOR USE

            If any Government Entity shall requisition for use the Airframe and
the Engines or engines installed thereon, and if the same does not constitute an
Event of Loss, Lessee shall promptly notify Lessor and Mortgagee of such
requisition and all of Lessee's obligations under this Agreement shall continue
to the same extent as if such requisition had not occurred; PROVIDED, HOWEVER,
that if the Airframe and Engines or engines installed thereon are not returned
to Lessor by Lessee at the end of the Term, unless Lessor shall have elected,
upon notice given not less than 30 days nor more than 120 days before the end of
the Term, not to treat such event as constituting an Event of Loss with respect
to the Aircraft, Lessee shall be obligated to pay the Stipulated Loss Value and
all other amounts payable pursuant to Section 10.1.2 with respect to the
Aircraft. If Lessor shall have elected not to treat such event as an Event of
Loss, Lessee shall be obligated to return the Airframe and Engines or engines to
Lessor pursuant to, and in all other respects to comply with the provisions of,
Section 5 promptly upon their return by such Government Entity, and Lessee shall
pay to Lessor upon such return an amount equal to the average daily Basic Rent
payable by Lessee during the Term for each day after the end of the Term to but
excluding the day of such return, up to a maximum of 30 days.

      10.7     REQUISITION OF AN ENGINE FOR USE

            If any Government Entity shall requisition for use any Engine but
not the Airframe, Lessee will replace such Engine by complying with the
applicable terms of Sections 10.2 and 10.3 to the same extent as if an Event of
Loss had occurred with respect to such Engine, and any payments received by
Lessor or Lessee from such Government Entity with respect to such requisition
shall be paid or retained in accordance with Section 10.5.2.

      10.8     APPLICATION OF PAYMENTS

            All payments received by Lessor or Lessee, or any Permitted
Sublessee, from any Government Entity for the use of the Airframe and Engines or
engines installed thereon during the Term shall be paid over to, or retained by,
Lessee and all payments received by Lessor or Lessee from any Government Entity
for the use of the Airframe and Engines or engines installed thereon after the
Term shall be paid over to, or retained by, Lessor; provided that, if such
requisition constitutes an Event of Loss, then all such payments shall be paid
over to Lessor (or to Mortgagee so long as Mortgagee has not given notice to
Lessee that the Trust Indenture has been duly discharged), and held as provided
in Section 10.5.

      10.9     APPLICATION OF PAYMENTS DURING EXISTENCE OF A LEASE EVENT OF
               DEFAULT

            Any amount described in this Section 10 that is payable or
creditable to, or retainable by, Lessee shall not be paid or credited to, or
retained by, Lessee if at the time such payment, credit or retention would
otherwise occur a Lease Event of Default, Payment Default or Bankruptcy Default
shall have occurred and be continuing, but shall instead be held by or paid over
to Lessor (or to Mortgagee so long as Mortgagee has not given notice to Lessee
that the Trust Indenture has been duly discharged) as security for the
obligations of Lessee under this Lease and the other Lessee Operative Agreements
and shall be invested pursuant to Section 4.4 hereof unless and until Lessor
shall have demanded liquidated damages pursuant to Section 15.1.3 or 15.1.4 and


<PAGE>


such amount is applied, at the option of Lessor, or upon the written request of
Lessee to Lessor, from time to time during the continuance of a Lease Event of
Default, to Lessee's obligations under this Lease as and when due, it being
understood that any such application shall be made to such obligations of Lessee
as Lessor may determine in its sole discretion. At such time as there shall not
be continuing any Lease Event of Default, Payment Default or Bankruptcy Default,
such amount shall be paid to Lessee to the extent not previously applied in
accordance with this Section 10.9.

SECTION 11.     INSURANCE

      11.1     LESSEE'S OBLIGATION TO INSURE

            Lessee shall comply with, or cause to be complied with, each of the
provisions of Annex D, which provisions are hereby incorporated by this
reference as if set forth in full herein.

      11.2     INSURANCE FOR OWN ACCOUNT

            Nothing in Section 11 shall limit or prohibit (a) Lessee from
maintaining the policies of insurance required under Annex D with higher limits
than those specified in Annex D, or (b) Lessor, Mortgagee or Owner Participant
from obtaining insurance for its own account (and any proceeds payable under
such separate insurance shall be payable as provided in the policy relating
thereto); PROVIDED, HOWEVER, that no insurance may be obtained or maintained
that would limit or otherwise adversely affect the coverage of any insurance
required to be obtained or maintained by Lessee pursuant to this Section 11 and
Annex D.

      11.3     INDEMNIFICATION BY GOVERNMENT IN LIEU OF INSURANCE

            Lessor agrees to accept, in lieu of insurance against any risk with
respect to the Aircraft described in Annex D, indemnification from, or insurance
provided by, the U.S. Government, or upon the written consent of Lessor and
Mortgagee, other Government Entity, against such risk in an amount that, when
added to the amount of insurance (including permitted self-insurance), if any,
against such risk that Lessee (or any Permitted Sublessee) may continue to
maintain, in accordance with this Section 11, during the period of such
requisition or transfer, shall be at least equal to the amount of insurance
against such risk otherwise required by this Section 11.

      11.4     APPLICATION OF INSURANCE PROCEEDS

            As between Lessor and Lessee, all insurance proceeds received as a
result of the occurrence of an Event of Loss with respect to the Aircraft or any
Engine under policies required to be maintained by Lessee pursuant to this
Section 11 will be applied in accordance with Section 10.5. All proceeds of
insurance required to be maintained by Lessee, in accordance with Section 11 and
Section B of Annex D, in respect of any property damage or loss not constituting
an Event of Loss with respect to the Aircraft, Airframe or any Engine will be
applied in payment (or to reimburse Lessee) for repairs or for replacement
property, and any balance remaining after such repairs or replacement with
respect to such damage or loss shall be paid over to, or retained by, Lessee.


<PAGE>


      11.5     APPLICATION OF PAYMENTS DURING EXISTENCE OF DEFAULT

            Any amount described in this Section 11 that is payable or
creditable to, or retainable by, Lessee shall not be paid or credited to, or
retained by, Lessee if at the time such payment, credit or retention would
otherwise occur a Lease Event of Default shall have occurred and be continuing,
but shall instead be held by or paid over to Lessor (or to Mortgagee so long as
Mortgagee has not given notice to Lessee that the Trust Indenture has been duly
discharged) as security for the obligations of Lessee under this Lease and shall
be invested pursuant to Section 4.4 hereof unless and until Lessor shall have
demanded liquidated damages pursuant to Section 15.1.3 or 15.1.4 and such amount
is applied, at the option of Lessor, or upon the written request of Lessee to
Lessor, from time to time during the continuance of a Lease Event of Default, to
Lessee's obligations under this Lease and the other Lessee Operative Agreements
as and when due, it being understood that any such application shall be made to
such obligations of Lessee as Lessor may determine in its sole discretion. At
such time as there shall not be continuing any Lease Event of Default, such
amount shall be paid to Lessee to the extent not previously applied in
accordance with this Section 11.5.

SECTION 12.     INSPECTION

            (a) Lessor, Mortgagee or their respective authorized representatives
(the "Inspecting Parties") may, upon reasonable notice to Lessee, inspect the
Aircraft, Airframe and Engines (including, without limitation, the Aircraft
Documents) and Lessee shall cooperate, and shall cause any Permitted Sublessee
to cooperate, with the Inspecting Parties in connection with any such inspection
(including, without limitation, permitting any such Inspecting Party to make
copies of such Aircraft Documents not reasonably deemed confidential by Lessee
or such Permitted Sublessee).

            (b) Except during the continuance of any Lease Event of Default
while the Section 1110 Period shall not be in effect, any inspection of the
Aircraft hereunder shall be limited to a visual, walk-around inspection and
shall not include the opening of any panels, bays or other components of the
Aircraft, Airframe or Engines. Any inspection permitted hereunder, including any
inspection conducted during the continuance of a Lease Event of Default, shall
be conducted in a manner which does not interfere with Lessee's or a Permitted
Sublessee's operation, use and maintenance of such Aircraft, which determination
of interference shall be made by Lessee in its reasonable sole discretion.

            (c) With respect to such rights of inspection, neither Lessor nor
Mortgagee shall have any duty or liability to make, or any duty or liability by
reason of not making, any such visit, inspection or survey.

            (d) Each Inspecting Party shall bear its own expenses in connection
with any such inspection (including the cost of any copies made in accordance
with Section 12(a)); PROVIDED, that if a Lease Event of Default shall have
occurred and be continuing, Lessee shall bear all such reasonable expenses,
except, in the case of a Chapter 11 reorganization, during the Section 1110
Period.


<PAGE>


            (e) If requested by Lessor or Mortgagee, Lessee shall promptly
advise, or shall cause any Permitted Sublessee to advise, Lessor of the date
upon which the Aircraft, Airframe or any Engine undergoes its next scheduled
maintenance visit or next major check, and with respect to any Engine, the next
off-the-wing maintenance, and shall advise Lessor of the name and location of
the relevant maintenance performer. An Inspecting Party shall have the
opportunity to attend such scheduled maintenance visit or major check, subject
to the other provisions of this Section 12.

SECTION 13.     ASSIGNMENT; MERGER; SUCCESSOR OWNER TRUSTEE

      13.1     IN GENERAL

            This Lease and the other Lessee Operative Agreements shall be
binding upon and inure to the benefit of Lessor and Lessee and their respective
successors and permitted assigns. Except as otherwise expressly permitted by the
terms of the Lease or any other Lessee Operative Agreement, Lessee will not,
without the prior written consent of Lessor and Mortgagee, assign any of its
rights under this Lease. Except as otherwise provided herein (including, without
limitation, under the provisions of Section 15 hereof) or in the Trust
Indenture, Lessor and Mortgagee may not assign or convey any of its right, title
and interest in and to this Lease or the Aircraft without the prior written
consent of Lessee, such consent not to be unreasonably withheld.

      13.2     MERGER OF LESSEE

               13.2.1      IN GENERAL

            Lessee shall not consolidate with or merge into any other person
under circumstances in which Lessee is not the surviving corporation, or convey,
transfer or lease in one or more transactions all or substantially all of its
assets to any other person, unless:

            (a) such person is organized, existing and in good standing under
the Laws of the United States, any State of the United States or the District
Columbia and, upon consummation of such transaction, such person will be a U.S.
Air Carrier;

            (b) such person executes and delivers to Lessor and Mortgagee a duly
authorized, legal, valid, binding and enforceable agreement, reasonably
satisfactory in form and substance to Lessor and Mortgagee, containing an
effective assumption by such person of the due and punctual performance and
observance of each covenant, agreement and condition in the Lessee Operative
Agreements to be performed or observed by Lessee;

            (c) such person makes such filings and recordings with the FAA
pursuant to the Act as shall be necessary to evidence such consolidation or
merger; and

            (d) immediately after giving effect to such consolidation or merger
no Lease Event of Default shall have occurred and be continuing.


<PAGE>


               13.2.2      EFFECT OF MERGER

            Upon any such consolidation or merger of Lessee with or into, or the
conveyance, transfer or lease by Lessee of all or substantially all of its
assets to, any Person in accordance with this Section 13.2, such Person will
succeed to, and be substituted for, and may exercise every right and power of,
Lessee under the Lessee Operative Agreements with the same effect as if such
person had been named as "Lessee" therein. No such consolidation or merger, or
conveyance, transfer or lease, shall have the effect of releasing Lessee or such
Person from any of the obligations, liabilities, covenants or undertakings of
Lessee under the Lease.

      13.3     ASSIGNMENT SECURITY FOR LESSOR'S OBLIGATIONS

            In order to secure the indebtedness evidenced by the Equipment
Notes, Lessor has agreed in the Trust Indenture, among other things, to assign
to Mortgagee this Lease and to mortgage the Aircraft, Airframe and Engines in
favor of Mortgagee, subject to the reservations and conditions therein set
forth. Lessee hereby accepts and consents to the assignment of all Lessor's
right, title and interest in and to this Lease pursuant to the terms of the
Trust Indenture. In accordance with Section 3.3(c), Lessee agrees to pay
directly to Mortgagee (or, after receipt by Lessee of notice from Mortgagee of
the discharge of the Trust Indenture, to Lessor), all amounts of Rent (other
than Excluded Payments) due or to become due hereunder and assigned to Mortgagee
and Lessee agrees that Mortgagee's right to such payments hereunder shall be
absolute and unconditional and shall not be affected by any circumstance,
including, without limitation, the circumstances set forth in Section 16 hereof.
Notwithstanding the foregoing assignment of this Lease, the obligations of
Lessee to Lessor to perform the terms and conditions of this Lease shall remain
in full force and effect.

      13.4     SUCCESSOR OWNER TRUSTEE

            Lessee agrees that in the case of the appointment of any successor
Owner Trustee pursuant to the terms of the Participation Agreement and the Trust
Agreement, such successor Owner Trustee shall, upon written notice by such
successor Owner Trustee to Lessee, succeed to all the rights, powers and title
of Lessor hereunder and shall be deemed to be Lessor and the owner of the
Aircraft and the other assets of the Trust Estate for all purposes hereof
without the necessity of any consent or approval by Lessee and without in any
way altering the terms of this Lease or Lessee's obligations hereunder. An
appointment and designation of a successor Owner Trustee shall not exhaust the
right to appoint and designate further successor or additional Owner Trustees
pursuant to the Participation Agreement and the Trust Agreement, and such right
may be exercised repeatedly as long as this Lease shall be in effect.

SECTION 14.     LEASE EVENTS OF DEFAULT

            The occurrence of any one or more of the following circumstances,
conditions, acts or events, for any reason whatsoever and whether any such
circumstance, condition, act or event shall be voluntary or involuntary or come
about or be effected by operation of Law or pursuant to or in compliance with
any judgment, decree, order, rule or regulation of any Government Entity, shall
constitute a Lease Event of Default so long as it shall not have been remedied:


<PAGE>


      14.1     PAYMENTS

            Lessee shall fail to pay any amount of Basic Rent, Renewal Rent,
Stipulated Loss Value or Termination Value within five (5) Business Days after
the same shall have become due; or Lessee shall fail to pay any Supplemental
Rent (other than Stipulated Loss Value or Termination Value) when due and such
failure shall continue for a period in excess of ten (10) Business Days from and
after the date of any written notice to Lessee from Lessor, Mortgagee or Owner
Participant of the failure to make such payment when due; provided that any such
failure to pay any Excluded Payment shall not constitute a Lease Event of
Default until written notice is given by the Owner Participant to Lessee and
Mortgagee that such failure constitutes a Lease Event of Default and such
failure shall have continued for a period in excess of ten (10) Business Days
after such notice.

      14.2     INSURANCE

            Lessee shall fail to carry and maintain, or cause to be carried and
maintained, insurance on and in respect of the Aircraft, Airframe and Engines in
accordance with the provisions of Section 11.

      14.3     OTHER COVENANTS

            Lessee shall fail to observe or perform (or cause to be observed and
performed) in any material respect any other covenant, agreement or obligation
set forth herein or in any other Lessee Operative Agreement (other than the
covenants, agreements and obligations set forth in the Tax Indemnity Agreement),
and such failure shall continue unremedied for a period of 30 days from and
after the date of written notice thereof to Lessee from Lessor, Owner
Participant or Mortgagee, unless such failure is capable of being corrected and
Lessee shall be diligently proceeding to correct such failure, in which case
there shall be no Lease Event of Default unless and until such failure shall
continue unremedied for a period of 90 days after receipt of such notice.

      14.4     REPRESENTATIONS AND WARRANTIES

            Any representation or warranty made by Lessee herein, in the
Participation Agreement or in any other Lessee Operative Agreement (other than
the representations and warranties of Lessee in the Tax Indemnity Agreement) (a)
shall prove to have been untrue or inaccurate in any material respect as of the
date made, (b) such untrue or inaccurate representation or warranty is material
at the time in question, (c) and the same shall remain uncured (to the extent of
the adverse impact of such incorrectness on the interest of the Participants or
Lessor) for a period in excess of 30 days from and after the date of written
notice thereof from Lessor, Owner Participant or Mortgagee to Lessee (except
that this clause (c) shall be inapplicable in the case of Section 6.1.7 of the
Participation Agreement).

      14.5     BANKRUPTCY AND INSOLVENCY

            (a) Lessee shall consent to the appointment of or the taking of
possession by a receiver, trustee or liquidator of itself or of substantially
all of its property, or Lessee shall admit in writing its inability to pay its
debts generally as they come due, or does not pay its debts generally as they


<PAGE>


become due or shall make a general assignment for the benefit of creditors, or
Lessee shall file a voluntary petition in bankruptcy or a voluntary petition or
an answer seeking reorganization, liquidation or other relief in a case under
any bankruptcy Laws or other insolvency Laws (as in effect at such time), or
Lessee shall seek relief by voluntary petition, answer or consent, under the
provisions of any other bankruptcy or other similar Law providing for the
reorganization or winding-up of corporations (as in effect at such time) or
Lessee's board of directors shall adopt a resolution authorizing any of the
foregoing; or

            (b) an order, judgment or decree shall be entered by any court of
competent jurisdiction appointing, without the consent of Lessee, a receiver,
trustee or liquidator of Lessee or of substantially all of its property, or
substantially all of the property of Lessee shall be sequestered, and any such
order, judgment or decree of appointment or sequestration shall remain in force
undismissed, unstayed and unvacated for a period of 90 days after the date of
entry thereof; or

            (c) a petition against Lessee in a case under any bankruptcy Laws or
other insolvency Laws (as in effect at such time) is filed and not withdrawn or
dismissed within 90 days thereafter, or if, under the provisions of any Law
providing for reorganization or winding-up of corporations which may apply to
Lessee, any court of competent jurisdiction assumes jurisdiction, custody or
control of Lessee or of substantially all of its property and such jurisdiction,
custody or control remains in force unrelinquished, unstayed and unterminated
for a period of 90 days.

SECTION 15.     REMEDIES AND WAIVERS

      15.1     REMEDIES

            If any Lease Event of Default shall occur and be continuing, Lessor
may, at its option and at any time and from time to time, exercise any one or
more of the following remedies as Lessor in its sole discretion shall elect:

               15.1.1      RETURN AND REPOSSESSION

            Lessor may cause Lessee, upon giving written notice to Lessee, to
return promptly, and Lessee shall return promptly, the Airframe and Engines as
Lessor may so demand, to Lessor or its order in the manner and condition
required by, and otherwise in accordance with, all the provisions of Section 5
as if the Airframe or Engine were being returned at the end of the Base Lease
Term or any Renewal Lease Term or Lessor, at its option, may enter upon the
premises where the Airframe or any Engine, or any Part thereof, are located and
take immediate possession of and remove the same by summary proceedings or
otherwise, all without liability accruing to Lessor for or by reason of such
entry or taking of possession, whether for the restoration of damage to property
caused by such taking or otherwise, and Lessee expressly waives any right it may
have to a hearing prior to repossession of the Aircraft.

               15.1.2      SALE AND USE

            Lessor may sell the Airframe and/or any Engine at public or private
sale, at such times and places, and to such Persons (including Lessor, Mortgagee


<PAGE>


or any Participant), as Lessor may determine; or Lessor may otherwise dispose
of, hold, use, operate, lease to others or keep idle the Airframe and/or any
Engine, as Lessor, in its sole discretion, may determine, all free and clear of
any rights of Lessee and without any duty to account to Lessee with respect to
such action or inaction or for any proceeds with respect thereto, except as
hereinafter set forth in this Section 15, and except to the extent that such
proceeds would constitute, under applicable Law, a mitigation of Lessor's
damages suffered or incurred as a result of the subject Lease Event of Default.
Lessor shall give Lessee at least 15 days prior written notice of the date fixed
for any public sale of the Airframe and/or any Engine or of the date on or after
which will occur the execution of any contract providing for any private sale.

               15.1.3      CERTAIN LIQUIDATED DAMAGES

            Whether or not Lessor shall have exercised, or shall thereafter at
any time exercise, any of its rights under Section 15.1.1 or 15.1.2 with respect
to the Airframe and/or any Engine, or any Part thereof, Lessor, by written
notice to Lessee specifying a payment date (which shall be the Stipulated Loss
Value Date next occurring not less than 10 days after the date of such notice),
may demand Lessee to pay to Lessor, and Lessee shall pay to Lessor, on the
payment date so specified and in the manner and in funds of the type specified
in Section 3.3, as liquidated damages for loss of a bargain and not as a penalty
(in lieu of the Basic Rent or Renewal Rent, as the case may be, for the Aircraft
in respect of all periods commencing on or after the date specified for payment
in such notice), the following amounts:

            (a) all unpaid Basic Rent or Renewal Rent, as the case may be, due
at any time prior to the Stipulated Loss Value Date specified in such notice,
but excluding Basic Rent or Renewal Rent due on such Stipulated Loss Value Date;
plus

            (b) an amount equal to the excess, if any, of the Stipulated Loss
Value for the Aircraft, computed as of the Stipulated Loss Value Date specified
in such notice, over the Fair Market Sales Value of the Aircraft, as of the
Stipulated Loss Value Date specified in such notice; plus

            (c) interest on the amounts specified in the foregoing clause (a) at
the Payment Due Rate from and including the date on which any such amount was
due to the date of payment of such amount; plus

            (d) interest on the amount specified in the foregoing clause (b) at
the Payment Due Rate from and including the Stipulated Loss Value Date specified
in such notice to the date of payment of such amount.

               15.1.4      LIQUIDATED DAMAGES UPON SALE

            If Lessor, pursuant to Section 15.1.2 or applicable Law, shall have
sold the Aircraft, Lessor, in lieu of exercising its rights under Section 15.1.3
with respect to the Aircraft, may, if Lessor shall so elect, upon giving written
notice to Lessee, demand Lessee to pay Lessor, and Lessee shall pay to Lessor,
on the date of such sale and in the manner and in funds of the type specified in
Section 3.3, as liquidated damages for loss of a bargain and not as a penalty
(in lieu of the Basic Rent or Renewal Rent, as the case may be, for the Aircraft
in respect of all periods commencing on or after the date of such sale), the
following amounts:


<PAGE>


            (a) all unpaid Basic Rent or Renewal Rent, as the case may be, due
at any time prior to the Stipulated Loss Value Date on or immediately preceding
the date of such sale, but excluding Basic Rent or Renewal Rent due on such
Stipulated Loss Value Date; plus

            (b) an amount equal to the excess, if any, of (i) the Stipulated
Loss Value of the Aircraft, computed as of the Stipulated Loss Value Date used
in the foregoing clause (a) for the computation of unpaid Rent, over (ii) the
proceeds of such sale, minus all reasonable costs of Lessor in connection with
the sale; plus

            (c) if the date of such sale is not a Stipulated Loss Value Date, an
amount equal to interest on the outstanding principal amount of the Equipment
Notes at the rate per annum borne thereby from and including the Stipulated Loss
Value Date used in the foregoing clause (a) for the computation of unpaid Rent
to the date of such sale; plus

            (d) interest on the amounts specified in the foregoing clause (a) at
the Payment Due Rate from and including the date on which any such amount was
due to the date of payment of such amount; plus

            (e) interest on the sum of the amounts specified in the foregoing
clause (b) at the Payment Due Rate from and including the date of such sale to
the date of payment of such amounts.

               15.1.5      RESCISSION

            Lessor may (i) at its option, rescind or terminate this Lease as to
the Aircraft, Airframe or any Engine, or any Part thereof, or (ii) exercise any
other right or remedy that may be available to it under applicable Law or
proceed by appropriate court action to enforce the terms hereof or to recover
damages for the breach hereof, including without limitation Lessee's agreement
to lease the Aircraft for the Term and to pay Rent.

               15.1.6      OTHER REMEDIES

            In addition to the foregoing remedies (but without duplication of
amounts otherwise paid under this Section 15), Lessee shall be liable for any
and all unpaid Rent due hereunder before, during or after (except as otherwise
provided herein) the exercise of any of the foregoing remedies and for all
reasonable attorneys' fees and other costs and expenses of Lessor, including,
without limitation, interest on overdue Rent at the rate as herein provided,
incurred by reason of the occurrence of any Lease Event of Default or the
exercise of Lessor's remedies with respect thereto, including all reasonable
costs and expenses of Lessor incurred in connection with the return of the
Airframe or any Engine, in accordance with the terms of Section 5 or in placing
the Airframe or any Engine, in the condition and airworthiness required by
Section 5.

      15.2     LIMITATIONS UNDER CRAF

            Notwithstanding the provisions of Section 15.1, during any period
that the Aircraft, Airframe or any Engine is subject to CRAF in accordance with
the provisions of Section 7.2.3 and in the possession of the U.S. Government,
Lessor shall not, as a result of any Lease Event of Default, exercise its
remedies hereunder in such manner as to limit Lessee's control under this Lease


<PAGE>


(or any Permitted Sublessee's control under any Permitted Sublease) of the
Aircraft, Airframe or such Engine, unless at least 30 days' (or such other
period as may then be applicable under CRAF) written notice of default hereunder
shall have been given by Lessor or Mortgagee by registered or certified mail to
Lessee (and any Permitted Sublessee) with a copy to the Contracting Officer
Representative or Representatives for the Military Airlift Command of the United
States Air Force to whom notices must be given under the contract governing
Lessee's (or any Permitted Sublessee's) participation in CRAF with respect to
the Aircraft, Airframe or any Engine.

      15.3     RIGHT TO PERFORM FOR LESSEE

            If Lessee (i) fails to make any payment of Rent required to be made
by it hereunder or (ii) fails to perform or comply with any of its agreements
contained herein and such failure continues for a period of thirty days after
written notice thereof is given by Lessor, Mortgagee or Owner Participant to
Lessee, Lessor may (but shall not be obligated to) make such payment or perform
or comply with such agreement, and the amount of such payment and the amount of
the expenses of Lessor or Mortgagee incurred in connection with such payment or
the performance of or compliance with such agreement, as the case may be,
together with interest thereon at the Payment Due Rate, shall be deemed
Supplemental Rent, payable by Lessee upon demand by Lessor or Mortgagee,
whichever is entitled thereto. No such payment, performance or compliance shall
be deemed to cure any Lease Default or Lease Event of Default or otherwise
relieve Lessee of its obligations with respect thereto.

      15.4     DETERMINATION OF FAIR MARKET SALES VALUE

            For the purpose of this Section 15, the "Fair Market Sales Value" of
the Aircraft shall be determined on an "as is, where is" basis and shall take
into account customary brokerage and other out-of-pocket fees and expenses which
typically would be incurred in connection with a sale of the Aircraft. Any such
determination shall be made by an Appraiser selected by Lessor and the costs and
expenses associated therewith shall be borne by Lessee, unless Lessor does not
obtain possession of the Aircraft, Airframe and Engines pursuant to this Section
15, in which case an Appraiser shall not be appointed and Fair Market Sales
Value for purposes of this Section 15 shall be zero.

      15.5     REMEDIES CUMULATIVE

            Nothing contained in this Lease shall be construed to limit in any
way any right, power, remedy or privilege of Lessor hereunder or under any other
Operative Agreement or now or hereafter existing at law or in equity. Each and
every right, power, remedy and privilege hereby given to, or retained by, Lessor
in this Lease shall be in addition to and not in limitation of every other
right, power, remedy and privilege given under the Operative Agreements or now
or hereafter existing at law or in equity. Each and every right, power, remedy
and privilege of Lessor under this Lease and any other Operative Agreement may
be exercised from time to time or simultaneously and as often and in such order
as may be deemed expedient by Lessor. All such rights, powers, remedies and
privileges shall be cumulative and not mutually exclusive, and the exercise of
one shall not be deemed a waiver of the right to exercise any other. Lessee


<PAGE>


hereby waives to the extent permitted by applicable Law any right which it may
have to require Lessor to choose or elect remedies.

SECTION 16.     LESSEE'S OBLIGATIONS; NO SETOFF, COUNTERCLAIM, ETC.

            (a) Lessee's obligation to pay Rent hereunder shall be absolute and
unconditional, and shall not be affected by any event or circumstance,
including, without limitation: (i) any setoff, counterclaim, recoupment, defense
or other right that Lessee may have against Lessor, Mortgagee, any Participant,
any Note Holder, or any other Person for any reason whatsoever; (ii) any defect
in the title, airworthiness, condition, design, operation or fitness for use of,
or any damage to or loss or destruction of, the Aircraft, Airframe or any
Engine, or any interruption or cessation in the use or possession thereof by
Lessee for any reason whatsoever; (iii) any insolvency, bankruptcy,
reorganization or similar proceedings by or against Lessee or any other Person;
or (iv) any other circumstance, happening or event whatsoever, whether or not
similar to any of the foregoing.

            (b) If for any reason whatsoever this Lease shall be terminated in
whole or in part by operation of Law or otherwise except as specifically
provided herein, Lessee nonetheless agrees to pay an amount equal to each Rent
payment at the time such payment would have become due and payable in accordance
with the terms hereof had this Agreement not been terminated in whole or in
part. Lessee hereby waives, to the extent permitted by applicable Law, any and
all rights that it may now have or that at any time hereafter may be conferred
upon it, by statute or otherwise, to terminate, cancel, quit or surrender this
Agreement, except in accordance with the express terms hereof.

            (c) Nothing set forth in this Section 16 shall be construed to
prohibit Lessee from separately pursuing any claim that it may have from time to
time against Lessor or any other Person with respect to any matter (other than
the absolute and unconditional nature of Lessee's obligations hereunder to pay
Rent, and other than the matters specified in paragraphs (a) and (b) above).
Without limiting the foregoing, nothing in this Section 16 shall be construed as
a waiver by Lessee, or otherwise limit Lessee in pursuing any claim by Lessee,
of any breach by Lessor, Owner Participant or any other Person of any covenant
or obligation contained in any Operative Agreement.

SECTION 17.     RENEWAL AND PURCHASE OPTIONS

      17.1     NOTICES GENERALLY

            (a) At least 225 days but not more than 375 days prior to the
Scheduled Expiration Date or, if a Renewal Lease Term is then in effect, prior
to the Scheduled Renewal Term Expiration Date of such Renewal Lease Term, Lessee
may provide notice to Lessor that Lessee may exercise either the option to
extend the leasing of the Aircraft for a Renewal Lease Term pursuant to Section
17.2 or the option to purchase the Aircraft on the Scheduled Expiration Date or
Scheduled Renewal Term Expiration Date of such Renewal Lease Term, as the case
may be, pursuant to Section 17.3 (a "Preliminary Notice").


<PAGE>


            (b) If any such Preliminary Notice is given by Lessee, then Lessee
may provide a further notice specifying which option it intends to elect, with
respect to the relevant period, pursuant to Section 17.2.1 or 17.3.1, as the
case may be.

      17.2     RENEWAL OPTIONS

               17.2.1      RENEWAL NOTICE

            (a) If Lessee has given a Preliminary Notice, as specified in
      Section 17.1, and subject to the terms and conditions of this Section
      17.2, Lessee may exercise its option to extend the leasing of the Aircraft
      hereunder on two occasions, in each case until the next Scheduled Renewal
      Term Expiration Date, on the same terms, provisions and conditions (except
      as contemplated by this Section 17) set forth herein and in the other
      Lessee Operative Agreements with respect to the Base Lease Term, by
      delivery of a notice (a "Renewal Notice") to Lessor not less than 180 days
      but not more than 375 days prior to (i) if the Base Lease Term is then in
      effect, the Scheduled Expiration Date, or (ii) if a Renewal Lease Term is
      then in effect, the Scheduled Renewal Term Expiration Date for such
      Renewal Lease Term.

            (b) Notwithstanding anything to the contrary in this Agreement or
      any other Operative Agreement:

            (i) No Preliminary Notice or Renewal Notice shall be binding on
      Lessor or oblige Lessor to extend the leasing of the Aircraft hereunder
      for a Renewal Lease Term if any Payment Default, Bankruptcy Default or
      Lease Event of Default shall have occurred and be continuing on and as of
      the date that such Renewal Lease Term would otherwise commence.

            (ii) Any Renewal Notice shall be revocable by Lessee until 10
      Business Days after the Renewal Rent is determined in accordance with
      Sections 17.2.2 and unless revoked by written notice by Lessee to Lessor
      shall thereafter become irrevocable and shall constitute an unconditional
      obligation of Lessee to extend the leasing of the Aircraft hereunder for
      the Renewal Lease Term to which such Renewal Notice relates.

            (iii) Lessee shall not be entitled to give any Renewal Notice if it
      has (x) not delivered a Preliminary Notice or (y) delivered a Purchase
      Notice to Lessor.

               17.2.2      RENEWAL RENT

            (a) During the Renewal Lease Term, Lessee shall pay to Lessor on
each Payment Date, in the manner and in the funds of the type specified in
Section 3.3, Renewal Rent in advance.

            (b) The Renewal Rent payable by Lessee on each Payment Date during
any Renewal Lease Term shall be the Fair Market Rental Value of the Aircraft for
such Renewal Lease Term. Any such Fair Market Rental Value shall be determined
not more than 10 Business Days after Lessee gives a Preliminary Notice by mutual
agreement of Lessor and Lessee or, if they shall be unable to agree, by an
appraisal in accordance with Section 17.4.


<PAGE>


               17.2.3      STIPULATED LOSS AND TERMINATION VALUES

            (a) For any Renewal Lease Term, Stipulated Loss Value dates and
Termination Value dates shall be extended throughout such Renewal Lease Term on
the same days and for the same months as during the Base Lease Term.

            (b) Stipulated Loss Value and Termination Value amounts that are
payable during any such Renewal Lease Term shall be determined at the same time
that the Renewal Rent for such Renewal Lease Term is determined under Section
17.2.2. Stipulated Loss Values and Termination Values for any such Renewal Lease
Term shall, commencing on the first day of such Renewal Lease Term, be equal to
the Fair Market Sales Value of the Aircraft, computed as of the first day of
such Renewal Lease Term, and shall decline ratably on a monthly basis to the
Fair Market Sales Value of the Aircraft as of the last day of such Renewal Lease
Term, but shall be adjusted to credit Lessee for any Renewal Rent paid in
advance attributable to any subsequent period.

            (c) Any Fair Market Sales Value of the Aircraft, for purposes of
calculating Stipulated Loss Value and Termination Value amounts applicable
during any such Renewal Lease Term, shall be determined by mutual agreement of
Lessor and Lessee or, if they shall be unable to agree, by an appraisal in
accordance with Section 17.4.

      17.3     PURCHASE OPTION

               17.3.1      PURCHASE NOTICE

            (a) Subject to Section 17.1 and the terms and conditions of this
      Section 17.3, Lessee may elect to purchase the Aircraft, on any Purchase
      Date, at a purchase price equal to the lesser of (i) the Purchase Price
      Cap (as defined in Schedule 1 to the Lease) and (ii) the Fair Market Sales
      Value of the Aircraft computed as of the Purchase Date.

            (b) Lessee may exercise such option to purchase the Aircraft, by
      delivery of a notice (a "Purchase Notice") to Lessor not less than 180 and
      not more than 375 days prior to the Purchase Date specified in such
      Purchase Notice.

            (c) Notwithstanding anything to the contrary in this Agreement or
      any other Operative Agreement:

            (i) Any Purchase Notice (whether delivered or deemed to have been
      delivered) shall be revocable until 10 Business Days after the
      determination of the Fair Market Sales Value in accordance with Section
      17.3.2 and unless revoked by written notice by Lessee to Lessor shall
      thereafter become irrevocable and shall constitute an unconditional
      obligation of Lessee to purchase the Aircraft under this Section 17.3.

            (ii) No Preliminary Notice or Purchase Notice shall be binding on
      Lessor or oblige Lessor to sell the Aircraft hereunder if any Payment
      Default, Bankruptcy Default or Lease Event of Default shall have occurred
      and be continuing on and as of such Purchase Date.


<PAGE>


            (iii) Lessee shall not be entitled to give any Purchase Notice in
      respect of any Purchase Date if it has (x) not delivered a Preliminary
      Notice or (y) delivered a Renewal Notice for a Renewal Lease Term that
      would commence immediately following such Purchase Date.

               17.3.2      DETERMINATION OF FAIR MARKET SALES VALUE

            The Fair Market Sales Value of the Aircraft shall be determined not
more than 10 Business Days after Lessee gives a Preliminary Notice by mutual
agreement of Lessor and Lessee or, if they shall be unable to agree, by an
appraisal in accordance with Section 17.4.

               17.3.3      TITLE

            Upon full and final payment by Lessee of (a) the applicable purchase
price of the Aircraft, (b) all unpaid Rent due and payable through and including
the Purchase Date and (c) all other amounts due and payable by Lessee under this
Agreement, Lessor will transfer to Lessee title to the Aircraft in accordance
with Section 4.5.

      17.4     APPRAISALS

            Whenever Fair Market Rental Value or Fair Market Sales Value of the
Aircraft is required to be determined by an appraisal under this Section 17,
Lessee and Lessor shall appoint a mutually satisfactory Appraiser to conduct
such appraisal. If Lessee and Lessor fail to agree upon a satisfactory Appraiser
then each shall promptly appoint a separate Appraiser and such Appraisers shall
jointly determine such amount. If either Lessee or Lessor fails to so appoint an
Appraiser, the determination of the single Appraiser appointed shall be final.
If two Appraisers are appointed and within 7 days after the appointment of the
latter of such two Appraisers, they cannot agree upon such amount, such two
Appraisers shall, within 8 days after such latter appointment, appoint a third
Appraiser and such amount shall be determined by such three Appraisers, who
shall make their separate appraisals within 7 days following the appointment of
the third Appraiser, and any determination so made shall be conclusive and
binding upon Lessor and Lessee. If no such third Appraiser is appointed within
such 8-day period, either Lessor or Lessee may apply to the American Arbitration
Association to make such appointment, and both parties shall be bound by such
appointment. The foregoing appraisal procedure shall in any event be completed
no less than 190 days before the end of the Base Lease Term or the current
Renewal Lease Term, as the case may be. If three Appraisers are appointed and
the difference between the determination which is farther from the middle
determination and the middle determination is more than 125% of the difference
between the middle determination and the third determination, then such farther
determination shall be excluded, the remaining two determinations shall be
averaged and such average shall be final and binding upon Lessor and Lessee.
Otherwise, the average of all three determinations shall be final and binding
upon Lessor and Lessee. The fees and expenses of all such Appraisers and such
appraisal procedure shall be borne equally by Lessee and Lessor, PROVIDED that
if Lessee elects not to renew this Lease or purchase the Aircraft following the
conclusion of such appraisal, Lessee shall pay all expenses of such appraisal.


<PAGE>


SECTION 18.     MISCELLANEOUS

      18.1     AMENDMENTS

            No provision of this Agreement may be amended, supplemented, waived,
modified, discharged, terminated or otherwise varied orally, but only by an
instrument in writing that specifically identifies the provision of this
Agreement that it purports to amend, supplement, waive, modify, discharge,
terminate or otherwise vary and is signed by Lessor and Lessee with the written
consent of the Mortgagee if required by the Trust Indenture. Each such
amendment, supplement, waiver, modification, discharge, termination or variance
shall be effective only in the specific instance and for the specific purpose
for which it is given. No provision of this Agreement shall be varied or
contradicted by oral communication, course of dealing or performance or other
manner not set forth in an agreement, document or instrument in writing and
signed by Lessor and Lessee.

      18.2     SEVERABILITY

            If any provision hereof shall be held invalid, illegal or
unenforceable in any respect in any jurisdiction, then, to the extent permitted
by Law (a) all other provisions hereof shall remain in full force and effect in
such jurisdiction and (b) such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of such provision in any
other jurisdiction. If, however, any Law pursuant to which such provisions are
held invalid, illegal or unenforceable may be waived, such Law is hereby waived
by the parties hereto to the full extent permitted, to the end that this
Agreement shall be deemed to be a valid and binding agreement in all respects,
enforceable in accordance with its terms.

      18.3     THIRD-PARTY BENEFICIARY

            This Agreement is not intended to, and shall not, provide any person
not a party hereto (other than Mortgagee, the Participants, the Indenture
Indemnitees and the Persons referred to in Section 4.6, with respect to matters
expressly for their benefit in this Lease) with any rights of any nature
whatsoever against either of the parties hereto, and no person not a party
hereto (other than Mortgagee, the Participants, the Indenture Indemnitees and
the Persons referred to in Section 4.6, with respect to matters expressly for
their benefit in this Lease) shall have any right, power or privilege in respect
of, or have any benefit or interest arising out of, this Agreement.

      18.4     REPRODUCTION OF DOCUMENTS

            This Agreement, all annexes, schedules and exhibits hereto and all
agreements, instruments and documents relating hereto, including, without
limitation (a) consents, waivers and modifications that may hereafter be
executed and (b) financial statements, certificates and other information
previously or hereafter furnished to any party hereto, may be reproduced by such
party by any photographic, photostatic, microfilm, micro-card, miniature
photographic or other similar process, and such party may destroy any original
documents so reproduced. Any such reproduction shall be admissible in evidence
as the original itself in any judicial or administrative proceeding (whether or
not the original is in existence and whether or not such reproduction was made


<PAGE>


by such party in the regular course of business) and any enlargement, facsimile
or further reproduction of such reproduction likewise is admissible in evidence.

      18.5     COUNTERPARTS

            This Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts (or upon separate signature
pages bound together into one or more counterparts), each of which when so
executed shall be deemed to be an original, and all of which counterparts, taken
together, shall constitute one and the same instrument.

      18.6     NOTICES

            Unless otherwise expressly permitted by the terms hereof, all
notices, requests, demands, authorizations, directions, consents, waivers and
other communications required or permitted to be made, given, furnished or filed
hereunder shall be in writing (it being understood that the specification of a
writing in certain instances and not in others does not imply an intention that
a writing is not required as to the latter), shall refer specifically to this
Agreement and shall be personally delivered, sent by facsimile or
telecommunication transmission (which in either case provides written
confirmation to the sender of its delivery), sent by registered mail or
certified mail, return receipt requested, postage prepaid, or sent by overnight
courier service, in each case to the respective address or facsimile number set
forth for such party in Schedule 1 to the Participation Agreement, or to such
other address or number as either party hereto may hereafter specify by notice
to the other party hereto. Each such notice, request, demand, authorization,
direction, consent, waiver or other communication shall be effective when
received or, if made, given, furnished or filed (a) by facsimile or
telecommunication transmission, when confirmed, or (b) by registered or
certified mail, three Business Days after being deposited, properly addressed,
with the U.S. Postal Service.

      18.7     GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

            (A) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF
THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

            (B) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT.

            (C) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY


<PAGE>

MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE
ADDRESS SET FORTH PURSUANT TO SECTION 18.6. EACH PARTY HERETO HEREBY AGREES THAT
SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS
SECTION 18.7(C), SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH
PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE FAILURE OF ANY OF ITS AGENTS
TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT
IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED
IN ANY ACTION OR PROCEEDING BASED THEREON.

            (D) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A
DEFENSE, OR OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN
ANY OF THE ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT
THIS AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY
SUCH COURTS.

            (E) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED
UPON OR ARISING OUT OF OR RELATING TO THIS AGREEMENT.

      18.8     NO WAIVER

            No failure on the part of Lessor to exercise, and no delay by Lessor
in exercising, any of its rights, powers, remedies or privileges under this
Agreement or provided at Law, in equity or otherwise shall impair, prejudice or
constitute a waiver of any such right, power, remedy or privilege or be
construed as a waiver of any breach hereof or default hereunder or as an
acquiescence therein, nor shall any single or partial exercise of any such
right, power, remedy or privilege preclude any other or further exercise thereof
by Lessor or the exercise of any other right, power, remedy or privilege by
Lessor. No notice to or demand on Lessee in any case shall, unless otherwise
required under this Agreement, entitle Lessee to any other or further notice or
demand in similar or other circumstances or constitute a waiver of the rights of
Lessor to any other further action in any circumstances without notice or
demand.

      18.9     ENTIRE AGREEMENT

            This Agreement, together with the other Operative Agreements, on and
as of the date hereof constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and all prior or contemporaneous
understandings or agreements, whether written or oral, between the parties
hereto with respect to such subject matter are hereby superseded in their
entireties.

                    [This space intentionally left blank.]


<PAGE>


            IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease
Agreement to be duly executed as of the day and year first above written.


                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity, except as expressly provided
                                       herein, but solely as Owner Trustee under
                                       the Trust Agreement, as Lessor



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

                                       CONTINENTAL AIRLINES, INC.,
                                       as Lessee



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

            Receipt of this original counterpart of the foregoing Lease
Agreement is hereby acknowledged on this ____ day of _________, _______.


                                       WILMINGTON TRUST COMPANY,
                                       as Mortgagee



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


<PAGE>


            IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease
Agreement to be duly executed as of the day and year first above written.


                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity, except as expressly provided
                                       herein, but solely as Owner Trustee under
                                       the Trust Agreement, as Lessor


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

                                       CONTINENTAL AIRLINES, INC.,
                                       as Lessee



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


<PAGE>


                                     ANNEX A
                                   DEFINITIONS

                      [SEE PARTICIPATION AGREEMENT ANNEX A]


<PAGE>


                                     ANNEX B
                                RETURN CONDITIONS

           [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]


<PAGE>


                                     ANNEX C
                                   MAINTENANCE

           [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]


<PAGE>


                                     ANNEX D
                                    INSURANCE

           [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]


<PAGE>


                                           ------------------------------------
                                          |    EXHIBIT A - LEASE SUPPLEMENT    |
                                          |        LEASE AGREEMENT [TN]        |
                                           ------------------------------------

                             LEASE SUPPLEMENT NO.__

            LEASE SUPPLEMENT No. __, dated ________, 200_, between WELLS FARGO
BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Owner Trustee under the [Amended and
Restated]1 Trust Agreement [TN], dated as of [DD], with the Owner Participant
named therein (such Owner Trustee, in its capacity as such Owner Trustee being
herein called "Lessor"), and CONTINENTAL AIRLINES, INC., a Delaware corporation,
as Lessee ("Lessee").

            Lessor and Lessee have heretofore entered into that certain Lease
Agreement [TN], dated as of [DD], relating to one Embraer Model EMB-145 XR
aircraft (herein called the "Lease" and the defined terms therein being
hereinafter used with the same meanings). The Lease provides for the execution
and delivery of this Lease Supplement for the purpose of leasing the Airframe
and Engines under the Lease as and when delivered by Lessor to Lessee in
accordance with the terms thereof.

            The Lease relates to the Airframe and Engines described below, and a
counterpart of the Lease to which this Lease Supplement is attached and of which
this Lease Supplement is a part, is being filed for recordation on the date
hereof with the Federal Aviation Administration as one document.

            NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, Lessor and Lessee hereby agree as follows:

            1. Lessee has been duly authorized by Lessor to accept, and does
      hereby irrevocably accept on behalf of Lessor delivery of the Aircraft
      under, and for all purposes of, the Aircraft Bill of Sale, the
      Participation Agreement and the Purchase Agreement Assignment.

            2. Lessor hereby delivers and leases to Lessee under the Lease and
      Lessee hereby accepts and leases from Lessor under the Lease the following
      described Embraer EMB-145 XR aircraft (the "Aircraft"), which Aircraft as
      of the date hereof consists of the following components:

            (i)     Airframe:  U.S. Registration No. ___________;
      manufacturer's serial no. ___________; and

            (ii) Engines: two (2) Allison AE3007A1E engines bearing,
      respectively, manufacturer's serial nos. ___________ and ____________(each
      of which engines has 750 or more rated takeoff horsepower or the
      equivalent of such horsepower).

            3. The Closing Date for the Aircraft is the date of this Lease
      Supplement set forth in the opening paragraph hereof.


--------

1. Delete for New Aircraft.


<PAGE>


            4. Lessee hereby confirms to Lessor that Lessee has duly and
      irrevocably accepted the Aircraft under and for all purposes hereof, of
      the Lease and of the other Lessee Operative Agreements.

            5. All of the terms and provisions of this Lease Supplement are
      hereby incorporated by reference in the Lease to the same extent as if
      fully set forth therein.

            6. This Lease Supplement may be executed by the parties hereto in
      separate counterparts, each of which when so executed and delivered shall
      be an original, but all such counterparts shall together constitute but
      one and the same instrument.

            7. To the extent, if any, that this Lease Supplement constitutes
      chattel paper (as such term is defined in the Uniform Commercial Code as
      in effect in any applicable jurisdiction), no security interest in this
      Lease Supplement may be created through the transfer or possession of any
      counterpart other than the original executed counterpart, which shall be
      identified as the counterpart containing the receipt therefor executed by
      the Mortgagee on the signature page thereof.

                    [This space intentionally left blank.]


<PAGE>


            IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease
Supplement to be duly executed as of the day and year first above written.


                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION, not in its
                                       individual capacity, except
                                       as expressly provided herein,
                                       but solely as Owner Trustee
                                       under the Trust Agreement, as
                                       Lessor


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


                                       CONTINENTAL AIRLINES, INC.,
                                       as Lessee



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


<PAGE>


            IN WITNESS WHEREOF, Lessor and Lessee have each caused this Lease
Supplement to be duly executed as of the day and year first above written.


                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity, except as expressly provided
                                       herein, but solely as Owner Trustee under
                                       the Trust Agreement, as Lessor




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


                                       CONTINENTAL AIRLINES, INC.,
                                       as Lessee



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


            Receipt of this original counterpart of the foregoing Lease
Supplement is hereby acknowledged on this ____ day of _________, __________.


                                      WILMINGTON TRUST COMPANY,
                                      as Mortgagee



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


<PAGE>


                               ------------------------------------------------
                              |    EXHIBIT B - RETURN ACCEPTANCE SUPPLEMENT    |
                              |              LEASE AGREEMENT [TN]              |
                               ------------------------------------------------


                          RETURN ACCEPTANCE SUPPLEMENT

            RETURN ACCEPTANCE SUPPLEMENT dated ________, between WELLS FARGO
BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its
individual capacity, but solely as Owner Trustee under the [Amended and
Restated]2 Trust Agreement [TN], dated as of [DD], with the Owner Participant
named therein (such Owner Trustee, in its capacity as such Owner Trustee being
herein called "Lessor"), and CONTINENTAL AIRLINES, INC., a Delaware corporation,
as Lessee ("Lessee").

            Lessor and Lessee have heretofore entered into that certain Lease
Agreement [TN], dated as of [DD], relating to one Embraer Model EMB-145 XR
aircraft (herein called the "Lease" and the defined terms therein being
hereinafter used with the same meanings). The Lease relates to the Airframe and
Engines described below.

            NOW, THEREFORE, in consideration of the premises and other good and
sufficient consideration, Lessor and Lessee hereby agree as follows:

            1. This Return Acceptance Supplement is executed by Lessor and
      Lessee to confirm that on the date hereof the following described Airframe
      and Engines were returned by Lessee to Lessor:

            (i) Airframe: U.S. Registration No. ______________; manufacturer's
      serial no. __________________; and

            (ii)    Engines:  two (2) Allison AE3007A1E engines bearing,
      respectively, manufacturer's serial nos. ____________________________
      and _________________________.

            2. This Return Acceptance Supplement is intended to be delivered in
      _____________________.

            3. Lessor and Lessee agree that the return of the Aircraft is in
      compliance with Section 5 and Annex B of the Lease, except as set forth
      below:

         4. Lessor and Lessee agree that the Lease is terminated, except for
      the provisions thereof that expressly survive termination.

--------

2. Delete for New Aircraft.


<PAGE>


            IN WITNESS WHEREOF, Lessor and Lessee have each caused this Return
Acceptance Supplement to be duly executed as of the day and year first above
written.


                                       WELLS FARGO BANK NORTHWEST, NATIONAL
                                       ASSOCIATION, not in its individual
                                       capacity, except as expressly provided
                                       herein, but solely as Owner Trustee under
                                       the Trust Agreement, as Lessor




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


                                      CONTINENTAL AIRLINES, INC.,
                                       as Lessee



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


<PAGE>


                                           ------------------------------------
                                          |    SCHEDULE 1 - CERTAIN TERMS      |
                                          |        LEASE AGREEMENT [TN]        |
                                           ------------------------------------



                                 CERTAIN TERMS

          DEFINED TERM                                 DEFINITION

         [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]

<PAGE>


                                           ------------------------------------
                                          |      SCHEDULE 2 - BASIC RENT       |
                                          |       LEASE AGREEMENT [TN]         |
                                           ------------------------------------



                                BASIC RENT

       PAYMENT DATE                              TOTAL BASIC RENT
       ------------                              ----------------

       [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]




<PAGE>


                                         --------------------------------------
                                        |  SCHEDULE 3 - STIPULATED LOSS VALUE  |
                                        |         LEASE AGREEMENT [TN]         |
                                         --------------------------------------



                              STIPULATED LOSS VALUE



                          STIPULATED LOSS
        DATE                   VALUE
   -------------      -----------------------

   [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]





<PAGE>


                                         --------------------------------------
                                        |    SCHEDULE 4 - TERMINATION VALUE    |
                                        |         LEASE AGREEMENT [TN]         |
                                         --------------------------------------



                                TERMINATION VALUE


        DATE             TERMINATION VALUE
   -------------      -----------------------

   [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]






<PAGE>


                                         --------------------------------------
                                        |   SCHEDULE 5 - PERMITTED COUNTRIES   |
                                        |         LEASE AGREEMENT [TN]         |
                                         --------------------------------------



                               PERMITTED COUNTRIES



              Argentina                      Luxembourg
              Australia                      Malaysia
              Austria                        Malta
              Bahamas                        Mexico
              Belgium                        Netherlands
              Brazil                         New Zealand
              Canada                         Norway
              Chile                          Philippines
              Denmark                        Portugal
              Ecuador                        Republic of China (Taiwan)
              Egypt                          Singapore
              Finland                        South Africa
              France                         South Korea
              Germany                        Spain
              Greece                         Sweden
              Hungary                        Switzerland
              Iceland                        Thailand
              India                          Tobago
              Indonesia                      Trinidad
              Ireland                        United Kingdom
              Italy                          Venezuela
              Japan



<PAGE>


                                         --------------------------------------
                                        |         SCHEDULE 6 - PLACARDS        |
                                        |         LEASE AGREEMENT [TN]         |
                                         --------------------------------------



                                    PLACARDS


                                   Leased from


              Wells Fargo Bank Northwest, National Association,
                 not in its individual capacity but solely as
                         Owner Trustee, Owner and Lessor
                                       and
                                  Mortgaged to
                            Wilmington Trust Company,
             not in its individual capacity but solely as Mortgagee