DEPOSIT AGREEMENT
                                 (Class A-2)

                          Dated as of April 19, 2001



                                   between



                  FIRST SECURITY BANK, NATIONAL ASSOCIATION

                               as Escrow Agent



                                     and



                 CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH

                                as Depositary

<PAGE>

                              TABLE OF CONTENTS

                                                                          PAGE

SECTION 1.1  Acceptance of Depositary........................................2

SECTION 1.2  Establishment of Accounts.......................................2

SECTION 2.1  Deposits........................................................2

SECTION 2.2  Interest........................................................2

SECTION 2.3  Withdrawals.....................................................3

SECTION 2.4  Other Accounts..................................................3

SECTION 3.   Termination.....................................................4

SECTION 4.   Payments........................................................4

SECTION 5.   Representation and Warranties...................................5

SECTION 6.   Transfer........................................................6

SECTION 7.   Amendment, Etc..................................................6

SECTION 8.   Notices.........................................................6

SECTION 9.   Obligations Unconditional.......................................7

SECTION 10.  Entire Agreement................................................7

SECTION 11.  Governing Law...................................................7

SECTION 12.  Waiver of Jury Trial Right......................................7

SECTION 13.  Counterparts....................................................7

SECTION 14.  Head Office Obligation..........................................7

<PAGE>


            DEPOSIT AGREEMENT (Class A-2) dated as of April 19, 2001 (as
amended, modified or supplemented from time to time, this "AGREEMENT")
between FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking
association, as Escrow Agent under the Escrow and Paying Agent Agreement
referred to below (in such capacity, together with its successors in such
capacity, the "ESCROW AGENT"), and CREDIT SUISSE FIRST BOSTON, a banking
institution organized under the laws of Switzerland, acting through its New
York branch, as depositary bank (the "DEPOSITARY").

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

            WHEREAS, Continental Airlines, Inc. ("CONTINENTAL") and
Wilmington Trust Company, not in its individual capacity except as otherwise
expressly provided therein, but solely as trustee (in such capacity, together
with its successors in such capacity, the "PASS THROUGH TRUSTEE") have
entered into a Trust Supplement, dated as of April 19, 2001, to the Pass
Through Trust Agreement dated as of September 25, 1997 (together, as amended,
modified or supplemented from time to time in accordance with the terms
thereof, the "PASS THROUGH TRUST AGREEMENT") relating to Continental Airlines
Pass Through Trust 2001-1A-2-O pursuant to which the Continental Airlines
Pass Through Trust, Series 2001-1A-2-O Certificates referred to therein (the
"CERTIFICATES") are being issued (the date of such issuance, the "ISSUANCE
DATE");

            WHEREAS, Continental and Morgan Stanley & Co. Incorporated,
Salomon Smith Barney Inc., Credit Suisse First Boston Corporation, Chase
Securities Inc., and Credit Lyonnais Securities (USA) Inc. (collectively, the
"UNDERWRITERS" and, together with their respective transferees and assigns as
registered owners of the Certificates, the "INVESTORS") have entered into an
Underwriting Agreement dated as of April 4, 2001 pursuant to which the Pass
Through Trustee will issue and sell the Certificates to the Underwriters;

            WHEREAS, Continental, the Pass Through Trustee, certain other
pass through trustees and certain other persons concurrently herewith are
entering into the Note Purchase Agreement, dated as of the date hereof (the
"NOTE PURCHASE AGREEMENT"), pursuant to which the Pass Through Trustee has
agreed to acquire from time to time on or prior to the Delivery Period
Termination Date (as defined in the Note Purchase Agreement) equipment notes
(the "EQUIPMENT NOTES") issued to finance the acquisition of aircraft by
Continental, as lessee or as owner, utilizing a portion of the proceeds from
the sale of the Certificates (the "NET PROCEEDS");

            WHEREAS, the Escrow Agent, the Underwriters, the Pass Through
Trustee and Wilmington Trust Company, as paying agent for the Escrow Agent
(in such capacity, together with its successors in such capacity, the "PAYING
AGENT") concurrently herewith are entering into an Escrow and Paying Agent
Agreement, dated as of the date hereof (as amended, modified or supplemented
from time to time in accordance with the terms thereof, the "ESCROW AND
PAYING AGENT AGREEMENT"); and

            WHEREAS, the Underwriters and the Pass Through Trustee intend
that the Net Proceeds (excluding any amount used to purchase Equipment Notes
on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the
Investors pursuant to the Escrow and Paying Agent Agreement, subject to

<PAGE>

withdrawal upon request of and proper certification by the Pass Through
Trustee for the purpose of purchasing Equipment Notes, and that pending such
withdrawal the Net Proceeds be deposited by the Escrow Agent with the
Depositary pursuant to this Agreement, which provides for the Depositary to
pay interest for distribution to the Investors and to establish accounts from
which the Escrow Agent shall make withdrawals upon request of and proper
certification by the Pass Through Trustee.

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

            SECTION 1.1  ACCEPTANCE OF DEPOSITARY.  The Depositary hereby
agrees to act as depositary bank as provided herein and in connection
therewith to accept all amounts to be delivered to or held by the Depositary
pursuant to the terms of this Agreement.  The Depositary further agrees to
hold, maintain and safeguard the Deposits and the Accounts (as defined below)
during the term of this Agreement in accordance with the provisions of this
Agreement.  The Escrow Agent shall not have any right to withdraw, assign or
otherwise transfer moneys held in the Accounts except as permitted by this
Agreement.

            SECTION 1.2  ESTABLISHMENT OF ACCOUNTS.  The Escrow Agent hereby
instructs the Depositary, and the Depositary agrees, to establish the
separate deposit accounts listed on Schedule I hereto and to establish such
additional separate deposit accounts as may be required in connection with
the deposits contemplated by Section 2.4 hereof (each, an "ACCOUNT" and
collectively, the "ACCOUNTS"), each in the name of the Escrow Agent and all
on the terms and conditions set forth in this Agreement.

            SECTION 2.1  DEPOSITS.  The Escrow Agent shall direct the
Underwriters to deposit with the Depositary on the date of this Agreement
(the "DEPOSIT DATE") in Federal (same day) funds by wire transfer to: Credit
Suisse First Boston, New York branch, Reference: Continental 2001-1A-2, and
the Depositary shall accept from the Underwriters, on behalf of the Escrow
Agent, the sum of US$190,487,000 (or such lesser amount equal to the Net
Proceeds less amounts used to purchase Equipment Notes on the Issuance
Date).  Upon acceptance of such sum, the Depositary shall (i) establish each
of the deposits specified in Schedule I hereto maturing on January 31, 2003
(including any deposit made pursuant to Section 2.4 hereof, individually, a
"DEPOSIT" and, collectively, the "DEPOSITS") and (ii) credit each Deposit to
the related Account as set forth therein.  No amount shall be deposited in
any Account other than the related Deposit.

            SECTION 2.2  INTEREST.  Each Deposit shall bear interest from and
including the date of deposit to but excluding the date of withdrawal at the
rate of 6.503% per annum (computed on the basis of a year of twelve 30-day
months) payable to the Paying Agent on behalf of the Escrow Agent
semi-annually in arrears on each June 15 and December 15 commencing on
December 15, 2001 (each, an "INTEREST PAYMENT DATE"), and on the date of the
Final Withdrawal (as defined below), all in accordance with the terms of this
Agreement (whether or not any such Deposit is withdrawn on an Interest
Payment Date).  Interest accrued on any Deposit that is withdrawn pursuant to

<PAGE>

a Notice of Purchase Withdrawal (as defined below) shall be paid on the next
Interest Payment Date, notwithstanding any intervening Final Withdrawal (as
such term is defined below).

            SECTION 2.3  WITHDRAWALS.  (a)  On and after the date seven days
after the establishment of any Deposit, the Escrow Agent may, by providing at
least one Business Day's prior notice of withdrawal to the Depositary in the
form of Exhibit A hereto (a "NOTICE OF PURCHASE WITHDRAWAL"), withdraw not
less than the entire balance of such Deposit, except that at any time prior
to the actual withdrawal of such Deposit, the Escrow Agent or the Pass
Through Trustee may, by notice to the Depositary, cancel such withdrawal
(including on the scheduled date therefor), and thereafter such Deposit shall
continue to be maintained by the Depositary in accordance with the original
terms thereof.  Following such withdrawal the balance in the related Account
shall be zero and the Depositary shall close such Account.  As used herein,
"BUSINESS DAY" means any day, other than a Saturday, Sunday or other day on
which commercial banks are authorized or required by law to close in New
York, New York, Houston, Texas, Wilmington, Delaware or Salt Lake City,
Utah.  The Depositary reserves the right, upon at least 14 days' prior
written notice to Continental, the Escrow Agent and the Pass Through Trustee,
to require seven days' notice for any withdrawal.

             (b)  The Escrow Agent may, by providing at least 15 days' prior
notice of withdrawal to the Depositary in the form of Exhibit B hereto (a
"NOTICE OF FINAL WITHDRAWAL"), withdraw the entire amount of all of the
remaining Deposits together with the payment by the Depositary of all accrued
and unpaid interest on such Deposits to but excluding the specified date of
withdrawal (a "FINAL WITHDRAWAL"), on such date as shall be specified in such
Notice of Final Withdrawal.  If a Notice of Final Withdrawal has not been
given to the Depositary on or before January 8, 2003 (provided that, if a
labor strike occurs or continues at The Boeing Company after the Issuance
Date and prior to December 31, 2002 (a "LABOR STRIKE"), such date shall be
extended by adding thereto the number of days that such strike continued in
effect after the Issuance Date (the "ADDITIONAL DAYS")) and there are
unwithdrawn Deposits on such date, the Depositary shall pay the amount of the
Final Withdrawal to the Paying Agent on January 31, 2003 (provided that if a
Labor Strike occurs or continues, such date shall be extended by the
Additional Days).

            (c)   If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal complying with the
provisions of this Agreement, it shall make the payments specified therein in
accordance with the provisions of this Agreement.

            SECTION 2.4  OTHER ACCOUNTS.  On the date of withdrawal of any
Deposit (other than the date of the Final Withdrawal), the Escrow Agent, or
the Pass Through Trustee on behalf of the Escrow Agent, shall re-deposit with
the Depositary any portion thereof not used to acquire Equipment Notes and
the Depositary shall accept the same for deposit hereunder.  On the date the
Certificates are issued, the Escrow Agent, or the Underwriters, on behalf of
the Escrow Agent, shall be entitled to deposit with the Depositary any
portion of the Net Proceeds not theretofore deposited hereunder and not used
to purchase Equipment Notes on the Issuance Date (the "UNUSED PROCEEDS") and
the Depositary shall accept the Unused Proceeds for deposit hereunder.  Any
sums so received for deposit shall be established as a new Deposit and
credited to a new Account, all as more fully provided in Section 2.1 hereof,

<PAGE>

and thereafter the provisions of this Agreement shall apply thereto as fully
and with the same force and effect as if such Deposit had been established on
the Deposit Date except that (i) such Deposit may not be withdrawn prior to
the date seven days after the establishment thereof and (ii) such Deposit
shall mature on January 31, 2003 (provided that if a Labor Strike occurs or
continues, such date shall be extended by the Additional Days) and bear
interest as provided in Section 2.2.  The Depositary shall promptly give
notice to the Escrow Agent of receipt of each such re-deposit and the account
number assigned thereto.

            SECTION 3.  TERMINATION.  This Agreement shall terminate on the
fifth Business Day after the later of the date on which (i) all of the
Deposits shall have been withdrawn and paid as provided herein without any
re-deposit and (ii) all accrued and unpaid interest on the Deposits shall
have been paid as provided herein, but in no event prior to the date on which
the Depositary shall have performed in full its obligations hereunder.

            SECTION 4.  PAYMENTS.  All payments (including, without
limitation, those payments made in respect of Taxes (as defined and provided
for below)) made by the Depositary hereunder shall be paid in United States
Dollars and immediately available funds by wire transfer (i) in the case of
accrued interest on the Deposits payable under Section 2.2 hereof or any
Final Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, DE, ABA# 031100092, Account No. 54659-0, Attention:  Monica
Henry, Telephone No.: (302) 651-8813, Reference:  Continental 2001-1A-2, or
to such other account as the Paying Agent may direct from time to time in
writing to the Depositary and the Escrow Agent and (ii) in the case of any
withdrawal of one or more Deposits pursuant to a Notice of Purchase
Withdrawal, directly to or as directed by the Pass Through Trustee as
specified and in the manner provided in such Notice of Purchase Withdrawal.
The Depositary hereby waives any and all rights of set-off, combination of
accounts, right of retention or similar right (whether arising under
applicable law, contract or otherwise) it may have against the Deposits
howsoever arising.  All payments on or in respect of each Deposit shall be
made free and clear of and without reduction for or on account of any and all
taxes, levies or other impositions or charges (collectively, "TAXES").
However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of
the Escrow and Paying Agent Agreement) shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable hereunder, the
Depositary shall (i) make such deductions or withholding, (ii) pay the full
amount deducted or withheld (including in respect of such additional amounts)
to the competent taxation authority and (iii) if the Taxes required to be
deducted or withheld are imposed by Switzerland or any political subdivision
thereof, pay such additional amounts as may be necessary in order that the
actual amount received by the designated recipient of such sum under this
Agreement or the Escrow and Paying Agent Agreement after such deduction or
withholding equals the sum it would have received had no such deduction or
withholding been required.  If the date on which any payment due on any
Deposit would otherwise fall on a day which is not a Business Day, such
payment shall be made on the next succeeding Business Day, and no additional
interest shall accrue in respect of such extension.

            SECTION 5.  REPRESENTATION AND WARRANTIES.  The Depositary hereby
represents and warrants to Continental, the Escrow Agent, the Pass Through
Trustee and the Paying Agent that:

<PAGE>

                  (a)   it is a bank duly organized and validly existing in
      good standing under the laws of its jurisdiction of organization and is
      duly qualified to conduct banking business in the State of New York
      through its New York branch;

                  (b)   it has full power, authority and legal right to
      conduct its business and operations as currently conducted and to enter
      into and perform its obligations under this Agreement;

                  (c)   the execution, delivery and performance of this
      Agreement have been duly authorized by all necessary corporate action
      on the part of it and do not require any stockholder approval, or
      approval or consent of any trustee or holder of any indebtedness or
      obligations of it, and such document has been duly executed and
      delivered by it and constitutes its legal, valid and binding
      obligations enforceable against it in accordance with the terms hereof;

                  (d)   no authorization, consent or approval of or other
      action by, and no notice to or filing with, any United States federal
      or state governmental authority or regulatory body is required for the
      execution, delivery or performance by it of this Agreement;

                  (e)   neither the execution, delivery or performance by it
      of this Agreement, nor compliance with the terms and provisions hereof,
      conflicts or will conflict with or results or will result in a breach
      or violation of any of the terms, conditions or provisions of, or will
      require any consent or approval under, any law, governmental rule or
      regulation or the charter documents, as amended, or bylaws, as amended,
      of it or any similar instrument binding on it or any order, writ,
      injunction or decree of any court or governmental authority against it
      or by which it or any of its properties is bound or any indenture,
      mortgage or contract or other agreement or instrument to which it is a
      party or by which it or any of its properties is bound, or constitutes
      or will constitute a default thereunder or results or will result in
      the imposition of any lien upon any of its properties; and

                  (f)   there are no pending or, to its knowledge, threatened
      actions, suits, investigations or proceedings (whether or not
      purportedly on behalf of it) against or affecting it or any of its
      property before or by any court or administrative agency which, if
      adversely determined, (i) would adversely affect the ability of it to
      perform its obligations under this Agreement or (ii) would call into
      question or challenge the validity of this Agreement or the
      enforceability hereof in accordance with the terms hereof, nor is the
      Depositary in default with respect to any order of any court,
      governmental authority, arbitration board or administrative agency so
      as to adversely affect its ability to perform its obligations under
      this Agreement.

            SECTION 6.  TRANSFER.  Neither party hereto shall be entitled to
assign or otherwise transfer this Agreement (or any interest herein) other
than (in the case of the Escrow Agent) to a successor escrow agent under the
Escrow and Paying Agent Agreement, and any purported assignment in violation
thereof shall be void.  This Agreement shall be binding upon the parties

<PAGE>

hereto and their respective successors and (in the case of the Escrow Agent)
permitted assigns.  Upon the occurrence of the Transfer (as defined below)
contemplated by the Assignment and Assumption Agreement (as defined below),
the Pass Through Trustee shall (without further act) be deemed to have
transferred all of its right, title and interest in and to this Agreement to
the trustee of the Successor Trust (as defined below) and, thereafter, the
trustee of the Successor Trust shall be deemed to be the "Pass Through
Trustee" hereunder with the rights of the "Pass Through Trustee" hereunder,
and each reference herein to "Continental Airlines Pass Through Trust
2001-1A-2-O" shall be deemed to be a reference to "Continental Airlines Pass
Through Trust 2001-1A-2-S".  The Escrow Agent and the Depositary hereby
acknowledge and consent to the Transfer contemplated by the Assignment and
Assumption Agreement.  For the purposes of this Section 6, "TRANSFER" means
the transfer contemplated by the Assignment and Assumption Agreement;
"ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and Assumption
Agreement to be entered into between the Pass Through Trustee and the trustee
of the Successor Trust, substantially in the form of Exhibit C to the Pass
Through Trust Agreement; and "SUCCESSOR TRUST" means the Continental Airlines
Pass Through Trust 2001-1A-2-S.

            SECTION 7.  AMENDMENT, ETC.  This Agreement may not be amended,
waived or otherwise modified except by an instrument in writing signed by the
party against whom the amendment, waiver or other modification is sought to
be enforced and by the Pass Through Trustee.

            SECTION 8.  NOTICES.  Unless otherwise expressly provided herein,
any notice or other communication under this Agreement shall be in writing
(including by facsimile) and shall be deemed to be given and effective upon
receipt thereof.  All notices shall be sent to (x) in the case of the
Depositary, Credit Suisse First Boston, 11 Madison Avenue, New York, New
York  10010, Attention:  Robert Finney and Janko Gogolja (Telecopier:  (212)
325-8319) or (y) in the case of the Escrow Agent, First Security Bank,
National Association, 79 South Main Street, Third Floor, Salt Lake City, UT
84111, Attention:  Corporate Trust Services (Telecopier: (801) 246-5053), in
each case, with a copy to the Pass Through Trustee, Wilmington Trust Company,
1100 North Market Street, Wilmington, DE 19890, Attention:  Corporate Trust
Administration (Telecopier:  (302) 651-8882) and to Continental, Continental
Airlines, Inc., 1600 Smith Street, Dept. HQS-FN, Houston, TX 77002,
Attention:  Senior Vice President-Finance (Telecopier:  (713) 324-2447) (or
at such other address as any such party may specify from time to time in a
written notice to the parties hereto).  On or prior to the execution of this
Agreement, the Escrow Agent has delivered to the Depositary a certificate
containing specimen signatures of the representatives of the Escrow Agent who
are authorized to give notices and instructions with respect to this
Agreement.  The Depositary may conclusively rely on such certificate until
the Depositary receives written notice from the Escrow Agent to the contrary.

            SECTION 9.  OBLIGATIONS UNCONDITIONAL.  The Depositary hereby
acknowledges and agrees that its obligation to repay each Deposit together
with interest thereon as provided herein is absolute, irrevocable and
unconditional and constitutes a full recourse obligation of the Depositary
enforceable against it to the full extent of all of its assets and properties.

<PAGE>

            SECTION 10.  ENTIRE AGREEMENT.  This Agreement (including all
attachments hereto) sets forth all of the promises, covenants, agreements,
conditions and understandings between the Depositary and the Escrow Agent
with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements and undertakings, inducements or conditions,
express or implied, oral or written.

            SECTION 11.  GOVERNING LAW.  This Agreement, and the rights and
obligations of the Depositary and the Escrow Agent with respect to the
Deposits, shall be governed by, and construed in accordance with, the laws of
the State of New York and subject to the provisions of Regulation D of the
Board of Governors of the Federal Reserve System (or any successor), as the
same may be modified and supplemented and in effect from time to time.

            SECTION 12.  WAIVER OF JURY TRIAL RIGHT.  EACH OF THE DEPOSITARY
AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY
IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

            SECTION 13.  COUNTERPARTS.  This Agreement may be executed in one
or more counterparts, all of which taken together shall constitute one
instrument.

            SECTION 14.  HEAD OFFICE OBLIGATION.  Credit Suisse First Boston
hereby agrees that the obligations of the Depositary hereunder are also the
obligations of Credit Suisse First Boston's Head Office in Zurich,
Switzerland.  Accordingly, any beneficiary of this Agreement will be able to
proceed directly against Credit Suisse First Boston's Head Office in Zurich,
Switzerland if Credit Suisse First Boston's New York branch defaults in its
obligation to such beneficiary under this Agreement.

<PAGE>

            IN WITNESS WHEREOF, the Escrow Agent and the Depositary have
caused this Deposit Agreement to be duly executed as of the day and year
first above written.

                                    FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                       as Escrow Agent



                                    By ___________________________
                                       Name:
                                       Title:



                                    CREDIT SUISSE FIRST BOSTON,
                                       NEW YORK BRANCH,
                                       as Depositary



                                    By ___________________________
                                       Name:
                                       Title:

<PAGE>

                                                                      Schedule I

                             SCHEDULE OF DEPOSITS
                                  Class A-2


<TABLE>
<CAPTION>
   AIRCRAFT TYPE       DEPOSIT AMOUNT        ACCOUNT NO.
   -------------       --------------        -----------
<S>                     <C>                  <C>
737-824                    $746,806          N76269A2
737-824                  $3,257,738          N73270A2
737-824                  $3,257,738          N35271A2
737-824                 $11,754,764          N36272A2
737-824                  $3,257,738          N37273A2
737-824                 $11,754,764          N37274A2
737-824                  $3,257,738          N73275A2
737-824                 $11,754,764          N73276A2
737-824                  $3,257,738          N37277A2
737-924                  $3,741,202          N37408A2
737-924                 $12,203,822          N37409A2
737-924                  $3,741,202          N75410A2
737-924                 $12,203,822          N71411A2
737-924                    $775,335          N31412A2
767-424ER               $25,041,815          N66057A2
767-424ER               $25,041,610          N67058A2
767-424ER                $1,590,948          N69059A2
767-424ER               $25,041,610          N78060A2
767-424ER               $25,041,610          N68061A2
767-424ER                $1,590,948          N76062A2
777-224ER                $2,173,288          N78017A2
</TABLE>

<PAGE>

                                                                       EXHIBIT A



                        NOTICE OF PURCHASE WITHDRAWAL



CREDIT SUISSE FIRST BOSTON
New York Branch
11 Madison Avenue
New York, New York  10010
Attention:  Robert Finney and Janko Gogolja
Telecopier:  (212) 325-8319


Gentlemen:

            Reference is made to the Deposit Agreement (Class A-2) dated as
of April 19, 2001 (the "DEPOSIT AGREEMENT") between First Security Bank,
National Association, as Escrow Agent, and Credit Suisse First Boston, New
York branch, as Depositary (the "DEPOSITARY").

            In accordance with Section 2.3(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the
Deposit, $[_______], Account No. ____________.

            The undersigned hereby directs the Depositary to pay the proceeds
of the Deposit to ________________, Account No. _____, Reference:  _________]
on _________ __, 200__, upon the telephonic request of a representative of
the Pass Through Trustee.



                                    FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                       as Escrow Agent



                                    By ___________________________
                                       Name:
                                       Title:



Dated: _______ __, 200_

<PAGE>

                                                                       EXHIBIT B



                          NOTICE OF FINAL WITHDRAWAL



CREDIT SUISSE FIRST BOSTON
New York Branch
11 Madison Avenue
New York, NY  10010
Attention:  Robert Finney and Janko Gogolja
Telecopier:  212-325-8319


Gentlemen:

            Reference is made to the Deposit Agreement (Class A-2) dated as
of April 19, 2001 (the "DEPOSIT AGREEMENT") between First Security Bank,
National Association, as Escrow Agent, and Credit Suisse First Boston, New
York branch, as Depositary (the "DEPOSITARY").

            In accordance with Section 2.3(b) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of all
Deposits.

            The undersigned hereby directs the Depositary to pay the proceeds
of the Deposits and accrued interest thereon to the Paying Agent at
Wilmington Trust Company, ABA# 031100092, Account No. _____________,
Reference:  Continental 2001-1A-2 on ________.



                                    FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                       as Escrow Agent



                                    By ___________________________
                                       Name:
                                       Title:



Dated: _________, 200_