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                           REVOLVING CREDIT AGREEMENT
                                   (2001-1A-1)


                           DATED AS OF APRIL 19, 2001

                                     BETWEEN

                            WILMINGTON TRUST COMPANY,

                             AS SUBORDINATION AGENT,
                          AS AGENT AND TRUSTEE FOR THE
                CONTINENTAL AIRLINES PASS THROUGH TRUST 2001-1A-1

                                   AS BORROWER

                                       AND

                    LANDESBANK HESSEN-THURINGEN GIROZENTRALE

                              AS LIQUIDITY PROVIDER


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                                   RELATING TO

                CONTINENTAL AIRLINES PASS THROUGH TRUST 2001-1A-1
             6.703% CONTINENTAL AIRLINES PASS THROUGH CERTIFICATES,
                                SERIES 2001-1A-1


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                                TABLE OF CONTENTS

                                                                            PAGE

ARTICLE I  DEFINITIONS.........................................................1
   Section 1.01.  Certain Defined Terms........................................1

ARTICLE II  AMOUNT AND TERMS OF THE COMMITMENT.................................7
   Section 2.01.  The Advances.................................................7
   Section 2.02.  Making the Advances..........................................7
   Section 2.03.  Fees.........................................................9
   Section 2.04.  Reductions or Termination of the Maximum Commitment.........10
   Section 2.05.  Repayments of Interest Advances or the Final Advance........10
   Section 2.06.  Repayments of Provider Advances.............................10
   Section 2.07.  Payments to the Liquidity Provider Under the Intercreditor
                  Agreement...................................................11
   Section 2.08.  Book Entries................................................12
   Section 2.09.  Payments from Available Funds Only..........................12
   Section 2.10.  Extension of the Expiry Date; Non-Extension Advance.........12
   Section 2.11.  Right to Further Extend Expiry Date.........................12

ARTICLE III  OBLIGATIONS OF THE BORROWER......................................13
   Section 3.01.  Increased Costs.............................................13
   Section 3.02.  Capital Adequacy............................................14
   Section 3.03.  Payments Free of Deductions.................................15
   Section 3.04.  Payments....................................................16
   Section 3.05.  Computations................................................16
   Section 3.06.  Payment on Non-Business Days................................16
   Section 3.07.  Interest....................................................17
   Section 3.08.  Replacement of Borrower.....................................18
   Section 3.09.  Funding Loss Indemnification................................18
   Section 3.10.  Illegality..................................................19

ARTICLE IV  CONDITIONS PRECEDENT..............................................19
   Section 4.01.  Conditions Precedent to Effectiveness of Section 2.01.......19
   Section 4.02.  Conditions Precedent to Borrowing...........................20

ARTICLE V  COVENANTS..........................................................21
   Section 5.01.  Affirmative Covenants of the Borrower.......................21
   Section 5.02.  Negative Covenants of the Borrower..........................21

ARTICLE VI  LIQUIDITY EVENTS OF DEFAULT.......................................21
   Section 6.01.  Liquidity Events of Default.................................22

ARTICLE VII  MISCELLANEOUS....................................................22
   Section 7.01.  Amendments, Etc.............................................22
   Section 7.02.  Notices, Etc................................................22
   Section 7.03.  No Waiver; Remedies.........................................23

<PAGE>

                                                                            PAGE

   Section 7.04.  Further Assurances..........................................23
   Section 7.05.  Indemnification; Survival of Certain Provisions.............23
   Section 7.06.  Liability of the Liquidity Provider.........................24
   Section 7.07.  Costs, Expenses and Taxes...................................25
   Section 7.08.  Binding Effect; Participations..............................25
   Section 7.09.  Severability................................................26
   Section 7.10.  GOVERNING LAW...............................................26
   Section 7.11.  Submission to Jurisdiction; Waiver of Jury Trial; Waiver of
                  Immunity....................................................27
   Section 7.12.  Execution in Counterparts...................................28
   Section 7.13.  Entirety....................................................28
   Section 7.14.  Headings....................................................28
   Section 7.15.  Transfer....................................................28
   Section 7.16.  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES............28


ANNEX I          Interest Advance Notice of Borrowing

ANNEX II         Non-Extension Advance Notice of Borrowing

ANNEX III        Downgrade Advance Notice of Borrowing

ANNEX IV         Final Advance Notice of Borrowing

ANNEX V          Notice of Termination

ANNEX VI         Notice of Replacement Subordination Agent




<PAGE>




                     REVOLVING CREDIT AGREEMENT (2001-1A-1)

            This REVOLVING CREDIT AGREEMENT (2001-1A-1) dated as of April 19,
2001, between WILMINGTON TRUST COMPANY, a Delaware corporation, not in its
individual capacity but solely as Subordination Agent under the Intercreditor
Agreement (each as defined below), as agent and trustee for the Class A-1 Trust
(as defined below) (the "BORROWER"), and LANDESBANK HESSEN-THURINGEN
GIROZENTRALE, a public-law banking institution organized under the laws of
Germany (the "LIQUIDITY PROVIDER").

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

            WHEREAS, pursuant to the Class A-1 Trust Agreement (such term and
all other capitalized terms used in these recitals having the meanings set forth
or referred to in Section 1.01), the Class A-1 Trust is issuing the Class A-1
Certificates; and

            WHEREAS, the Borrower, in order to support the timely payment of a
portion of the interest on the Class A-1 Certificates in accordance with their
terms, has requested the Liquidity Provider to enter into this Agreement,
providing in part for the Borrower to request in specified circumstances that
Advances be made hereunder.

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



                                    ARTICLE I

                                   DEFINITIONS

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

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

            "ADVANCE" means an Interest Advance, a Final Advance, a Provider
      Advance or an Applied Provider Advance, as the case may be.

            "APPLICABLE LIQUIDITY RATE" has the meaning assigned to such term in
      Section 3.07(g).

            "APPLICABLE MARGIN" means (x) with respect to any Unpaid Advance or
      Applied Provider Advance, 1.50% per annum PLUS, if applicable, an
      additional margin specified in the Fee Letter applicable to this Agreement
      not to exceed 0.50% per annum, or (y) with respect to any Unapplied
      Provider Advance, the rate per annum specified in the Fee Letter
      applicable to this Agreement.

<PAGE>

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

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

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

            "ASSIGNMENT AND ASSUMPTION AGREEMENT" means the Assignment and
      Assumption Agreement to be entered into between the Borrower and the
      trustee of the Successor Trust, substantially in the form of Exhibit C to
      the Trust Supplement No. 2001-1A-1-O, dated as of the date hereof,
      relating to the Class A-1 Trust.

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

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

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

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

            "BUSINESS DAY" means any day other than a Saturday or Sunday or a
      day on which commercial banks are required or authorized to close in
      Houston, Texas, New York, New York or, so long as any Class A-1
      Certificate is outstanding, the city and state in which the Class A-1
      Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust
      Office or receives or disburses funds, and, if the applicable Business Day
      relates to any Advance or other amount bearing interest based on the LIBOR
      Rate, on which dealings are carried on in the London interbank market.

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

            "DEPOSIT AGREEMENT" means the Deposit Agreement dated as of the date
      hereof between First Security Bank, National Association, as Escrow Agent,
      Credit Suisse First Boston, New York branch, as Depositary, pertaining to
      the Class A-1 Certificates, as the same may be amended, modified or
      supplemented from time to time in accordance with the terms thereof.

<PAGE>

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

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

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

            "DOWNGRADE EVENT" means a downgrading of the Liquidity Provider's
      short-term unsecured debt rating issued by either Rating Agency below the
      applicable Threshold Rating unless each Rating Agency shall have confirmed
      in writing on or prior to the date of such downgrading that such
      downgrading will not result in the downgrading, withdrawal or suspension
      of the ratings of the Class A-1 Certificates, in which case, such
      downgrading of the Liquidity Provider's short-term unsecured debt rating
      shall not constitute a Downgrade Event and shall be referred to herein as
      a "HELABA DOWNGRADE".

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

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

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

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

            "EXPIRY DATE" means April 17, 2002, initially, or any date to which
      the Expiry Date is extended pursuant to Section 2.10 or 2.11.

            "EXTENSION EFFECTIVE DATE" has the meaning assigned to such term in
      Section 2.11.

<PAGE>

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

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

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

            "HELABA DOWNGRADE" has the meaning assigned to such term in the
      definition of "Downgrade Event".

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

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

            (i)   the period beginning on the third Business Day following
                  either (x) the Liquidity Provider's receipt of the Notice of
                  Borrowing for such LIBOR Advance or (y) the withdrawal of
                  funds from the Class A-1 Cash Collateral Account for the
                  purpose of paying interest on the Class A-1 Certificates as
                  contemplated by Section 2.06(a) hereof and, in either case,
                  ending on the next Regular Distribution Date; and

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

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

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

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

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

<PAGE>

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

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

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

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

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

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

            "MAXIMUM COMMITMENT" means initially $42,809,181.69 as the same may
      be reduced from time to time in accordance with Section 2.04(a).

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

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

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

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

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

<PAGE>

            "PROSPECTUS SUPPLEMENT" means the final Prospectus Supplement dated
      April 4, 2001 relating to the Certificates, as such Prospectus Supplement
      may be amended or supplemented.

            "PROVIDER ADVANCE" means a Downgrade Advance or a Non-Extension
      Advance.

            "REGULATORY CHANGE" has the meaning assigned to such term in Section
      3.01.

            "REPLENISHMENT AMOUNT" has the meaning assigned to such term in
      Section 2.06(b).

            "REQUIRED AMOUNT" means, for any day, the sum of the aggregate
      amount of interest, calculated at the rate per annum equal to the Stated
      Interest Rate for the Class A-1 Certificates, that would be payable on the
      Class A-1 Certificates on each of the three successive semiannual Regular
      Distribution Dates immediately following such day or, if such day is a
      Regular Distribution Date, on such day and the succeeding two semiannual
      Regular Distribution Dates, in each case calculated on the basis of the
      Pool Balance of the Class A-1 Certificates on such day and without regard
      to expected future payments of principal on the Class A-1 Certificates.

            "SUCCESSOR TRUST" means Continental Airlines Pass Through Trust
      2001-1A-1-S.

            "TAX LETTER" means the letter dated the date hereof between the
      Liquidity Provider and Continental pertaining to this Agreement.

            "TERMINATION DATE" means the earliest to occur of the following: (i)
      the Expiry Date; (ii) the date on which the Borrower delivers to the
      Liquidity Provider a certificate, signed by a Responsible Officer of the
      Borrower, certifying that all of the Class A-1 Certificates have been paid
      in full (or provision has been made for such payment in accordance with
      the Intercreditor Agreement and the Trust Agreements) or are otherwise no
      longer entitled to the benefits of this Agreement; (iii) the date on which
      the Borrower delivers to the Liquidity Provider a certificate, signed by a
      Responsible Officer of the Borrower, certifying that a Replacement
      Liquidity Facility has been substituted for this Agreement in full
      pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth
      Business Day following the receipt by the Borrower of a Termination Notice
      from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the
      date on which no Advance is or may (including by reason of reinstatement
      as herein provided) become available for a Borrowing hereunder.

            "TERMINATION NOTICE" means the Notice of Termination substantially
      in the form of Annex V to this Agreement.

            "TRANSFEREE" has the meaning assigned to such term in Section
      7.08(b).

            "UNAPPLIED DOWNGRADE ADVANCE" means any Downgrade Advance other than
      an Applied Downgrade Advance.

<PAGE>

            "UNAPPLIED NON-EXTENSION ADVANCE" means any Non-Extension Advance
      other than an Applied Non-Extension Advance.

            "UNAPPLIED PROVIDER ADVANCE" means any Provider Advance other than
      an Applied Provider Advance.

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

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

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

      "ACCELERATION", "CERTIFICATES", "CLASS A-1 CASH COLLATERAL ACCOUNT",
      "CLASS A-1 CERTIFICATEHOLDERS", "CLASS A-1 CERTIFICATES", "CLASS A-1
      TRUST", "CLASS A-1 TRUST AGREEMENT", "CLASS A-1 TRUSTEE", "CLASS A-2
      CERTIFICATES", "CLASS B CERTIFICATES", "CLASS C CERTIFICATES", "CLOSING
      DATE", "CONTINENTAL", "CONTINENTAL BANKRUPTCY EVENT", "CONTROLLING Party",
      "CORPORATE TRUST OFFICE", "DELIVERY PERIOD EXPIRY DATE", "DISTRIBUTION
      DATE", "DOWNGRADED FACILITY", "EQUIPMENT NOTES", "FEE LETTER", "FINAL
      LEGAL DISTRIBUTION DATE", "FINANCING AGREEMENT", "INDENTURE", "INVESTMENT
      EARNINGS", "LEASED AIRCRAFT", "LIQUIDITY FACILITY", "LIQUIDITY
      OBLIGATIONS", "LOAN TRUSTEE", "MOODY'S", "NON-EXTENDED FACILITY", "NOTE
      PURCHASE AGREEMENT", "OPERATIVE AGREEMENTS", "OWNED AIRCRAFT",
      "PARTICIPATION AGREEMENT", "PERFORMING EQUIPMENT NOTE", "PERSON", "POOL
      BALANCE", "RATING AGENCY", "RATINGS CONFIRMATION", "REGULAR DISTRIBUTION
      DATE", "REPLACEMENT LIQUIDITY FACILITY", "RESPONSIBLE OFFICER", "SCHEDULED
      PAYMENT", "SPECIAL Payment", "STANDARD & POOR'S", "STATED INTEREST RATE",
      "SUBORDINATION AGENT", "TAXES", "THRESHOLD RATING", "TRANSFER", "TRUST
      AGREEMENTS", "TRUSTEE", "UNDERWRITERS", "UNDERWRITING AGREEMENT", and
      "WRITTEN NOTICE".


                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

            Section 2.01. THE ADVANCES. The Liquidity Provider hereby
irrevocably agrees, on the terms and conditions hereinafter set forth, to make
Advances to the Borrower from time to time on any Business Day during the period
from the Effective Date until 1:00 p.m. (New York City time) on the Expiry Date
(unless the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

            Section 2.02. MAKING THE ADVANCES. (a) Interest Advances shall be
made in one or more Borrowings by delivery to the Liquidity Provider of one or
more written and completed Notices of Borrowing in substantially the form of
Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an
amount not exceeding the Maximum Available Commitment at such time and shall be
used solely for the payment when due of interest on the Class A-1 Certificates
at the Stated Interest Rate therefor in accordance with Section 3.6(a) of the

<PAGE>

Intercreditor Agreement. Each Interest Advance made hereunder shall
automatically reduce the Maximum Available Commitment and the amount available
to be borrowed hereunder by subsequent Advances by the amount of such Interest
Advance (subject to reinstatement as provided in the next sentence). Upon
repayment to the Liquidity Provider in full of the amount of any Interest
Advance made pursuant to this Section 2.02(a), together with accrued interest
thereon (as provided herein), the Maximum Available Commitment shall be
reinstated by the amount of such repaid Interest Advance, but not to exceed the
Maximum Commitment; PROVIDED, HOWEVER, that the Maximum Available Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

            (b) A Non-Extension Advance shall be made in a single Borrowing if
this Agreement is not extended in accordance with Section 3.6(d) of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement shall have been delivered to the Borrower as contemplated by said
Section 3.6(d) within the time period specified in such Section) by delivery to
the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex II attached hereto, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment
at such time, and shall be used to fund the Class A-1 Cash Collateral Account in
accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor
Agreement.

            (c) A Downgrade Advance shall be made in a single Borrowing upon the
occurrence of a Downgrade Event (as provided for in Section 3.6(c) of the
Intercreditor Agreement) unless a Replacement Liquidity Facility to replace this
Agreement shall have been previously delivered to the Borrower in accordance
with said Section 3.6(c), by delivery to the Liquidity Provider of a written and
completed Notice of Borrowing in substantially the form of Annex III attached
hereto, signed by a Responsible Officer of the Borrower, in an amount equal to
the Maximum Available Commitment at such time, and shall be used to fund the
Class A-1 Cash Collateral Account in accordance with said Section 3.6(c) and
Section 3.6(f) of the Intercreditor Agreement.

            (d) A Final Advance shall be made in a single Borrowing upon the
receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex IV
attached hereto, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to
fund the Class A-1 Cash Collateral Account (in accordance with Sections 3.6(f)
and 3.6(i) of the Intercreditor Agreement).

            (e) Each Borrowing shall be made on notice in writing (a "NOTICE OF
BORROWING") in substantially the form required by Section 2.02(a), 2.02(b),
2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity
Provider. If a Notice of Borrowing is delivered by the Borrower in respect of
any Borrowing no later than 1:00 p.m. (New York City time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower, in accordance with its payment instructions, the amount of such
Borrowing in U.S. dollars and immediately available funds, before 4:00 p.m. (New
York City time) on such Business Day or on such later Business Day specified in

<PAGE>

such Notice of Borrowing. If a Notice of Borrowing is delivered by the Borrower
in respect of any Borrowing on a day that is not a Business Day or after 1:00
p.m. (New York City time) on a Business Day, upon satisfaction of the conditions
precedent set forth in Section 4.02 with respect to a requested Borrowing, the
Liquidity Provider shall make available to the Borrower, in accordance with its
payment instructions, the amount of such Borrowing in U.S. dollars and in
immediately available funds, before 12:00 Noon (New York City time) on the first
Business Day next following the day of receipt of such Notice of Borrowing or on
such later Business Day specified by the Borrower in such Notice of Borrowing.
Payments of proceeds of a Borrowing shall be made by wire transfer of
immediately available funds to the Borrower in accordance with such wire
transfer instructions as the Borrower shall furnish from time to time to the
Liquidity Provider for such purpose. Each Notice of Borrowing shall be
irrevocable and binding on the Borrower. Each Notice of Borrowing shall be
effective upon delivery of a copy thereof to the Liquidity Provider's New York
Branch at the address specified in Section 7.02 hereof.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in respect of such Notice of
Borrowing to the Borrower or to any other Person. If the Liquidity Provider
makes an Advance requested pursuant to a Notice of Borrowing before 12:00 Noon
(New York City time) on the second Business Day after the date of payment
specified in said Section 2.02(e), the Liquidity Provider shall have fully
discharged its obligations hereunder with respect to such Advance and an event
of default shall not have occurred hereunder. Following the making of any
Advance pursuant to Section 2.02(b), (c) or (d) hereof to fund the Class A-1
Cash Collateral Account, the Liquidity Provider shall have no interest in or
rights to the Class A-1 Cash Collateral Account, the funds constituting such
Advance or any other amounts from time to time on deposit in the Class A-1 Cash
Collateral Account; PROVIDED that the foregoing shall not affect or impair the
obligations of the Subordination Agent to make the distributions contemplated by
Section 3.6(e) or (f) of the Intercreditor Agreement, and provided further, that
the foregoing shall not affect or impair the rights of the Liquidity Provider to
provide written instructions with respect to the investment and reinvestment of
amounts in the Cash Collateral Accounts to the extent provided in Section 2.2(b)
of the Intercreditor Agreement. By paying to the Borrower proceeds of Advances
requested by the Borrower in accordance with the provisions of this Agreement,
the Liquidity Provider makes no representation as to, and assumes no
responsibility for, the correctness or sufficiency for any purpose of the amount
of the Advances so made and requested.

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

            Section 2.04. REDUCTIONS OR TERMINATION OF THE MAXIMUM COMMITMENT.

            (a) AUTOMATIC REDUCTION. Promptly following each date on which the
Required Amount is reduced as a result of a reduction in the Pool Balance of the
Class A-1 Certificates or otherwise, the Maximum Commitment shall automatically
be reduced to an amount equal to such reduced Required Amount (as calculated by

<PAGE>

the Borrower); PROVIDED that on the first Regular Distribution Date, the Maximum
Commitment shall automatically be reduced to the then Required Amount. The
Borrower shall give notice of any such automatic reduction of the Maximum
Commitment to the Liquidity Provider within two Business Days thereof. The
failure by the Borrower to furnish any such notice shall not affect such
automatic reduction of the Maximum Commitment.

            (b) TERMINATION. Upon the making of any Provider Advance or Final
Advance hereunder or the occurrence of the Termination Date, the obligation of
the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

            Section 2.05. REPAYMENTS OF INTEREST ADVANCES OR THE FINAL ADVANCE.
Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid, to the Liquidity Provider on each date on which the Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance, until repaid, is referred to
herein as an "UNPAID ADVANCE"), plus (b) interest on the amount of each such
Unpaid Advance as provided in Section 3.07 hereof; PROVIDED that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility
or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances
shall cease to constitute Unpaid Advances and shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied Non-Extension Advance,
as the case may be, for all purposes of this Agreement (including, without
limitation, for the purpose of determining when such Interest Advance is
required to be repaid to the Liquidity Provider in accordance with Section 2.06
and for the purposes of Section 2.06(b)). The Borrower and the Liquidity
Provider agree that the repayment in full of each Interest Advance and Final
Advance on the date such Advance is made is intended to be a contemporaneous
exchange for new value given to the Borrower by the Liquidity Provider.

            Section 2.06. REPAYMENTS OF PROVIDER ADVANCES. (a) Amounts advanced
hereunder in respect of a Provider Advance shall be deposited in the Class A-1
Cash Collateral Account, invested and withdrawn from the Class A-1 Cash
Collateral Account as set forth in Sections 3.6(c), (d) and (f) of the
Intercreditor Agreement. The Borrower agrees to pay to the Liquidity Provider,
on each Regular Distribution Date, commencing on the first Regular Distribution
Date after the making of a Provider Advance, interest on the principal amount of
any such Provider Advance as provided in Section 3.07; PROVIDED, HOWEVER, that
amounts in respect of a Provider Advance withdrawn from the Class A-1 Cash
Collateral Account for the purpose of paying interest on the Class A-1
Certificates in accordance with Section 3.6(f) of the Intercreditor Agreement
(the amount of any such withdrawal being (y) in the case of a Downgrade Advance,
an "APPLIED DOWNGRADE ADVANCE" and (z) in the case of a Non-Extension Advance,
an "APPLIED NON-EXTENSION ADVANCE" and, together with an Applied Downgrade
Advance, an "APPLIED PROVIDER ADVANCE") shall thereafter (subject to Section
2.06(b)) be treated as an Interest Advance under this Agreement for purposes of
determining the Applicable Liquidity Rate for interest payable thereon; PROVIDED
FURTHER, HOWEVER, that if, following the making of a Provider Advance, the

<PAGE>

Liquidity Provider delivers a Termination Notice to the Borrower pursuant to
Section 6.01 hereof, such Provider Advance shall thereafter be treated as a
Final Advance under this Agreement for purposes of determining the Applicable
Liquidity Rate for interest payable thereon and the obligation for repayment
thereof. Subject to Sections 2.07 and 2.09 hereof, immediately upon the
withdrawal of any amounts from the Class A-1 Cash Collateral Account on account
of a reduction in the Required Amount, the Borrower shall repay to the Liquidity
Provider a portion of the Provider Advances in a principal amount equal to such
reduction, plus interest on the principal amount prepaid as provided in Section
3.07 hereof.

            (b) At any time when an Applied Provider Advance (or any portion
thereof) is outstanding, upon the deposit in the Class A-1 Cash Collateral
Account of any amount pursuant to clause "THIRD" of Section 2.4(b) of the
Intercreditor Agreement, clause "THIRD" of Section 3.2 of the Intercreditor
Agreement or clause "FOURTH" of Section 3.3 of the Intercreditor Agreement (any
such amount being a "REPLENISHMENT AMOUNT") for the purpose of replenishing or
increasing the balance thereof up to the Required Amount at such time, (i) the
aggregate outstanding principal amount of all Applied Provider Advances (and of
Provider Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Replenishment Amount and (ii) the aggregate
outstanding principal amount of all Unapplied Provider Advances shall be
automatically increased by the amount of such Replenishment Amount.

            (c) Upon the provision of a Replacement Liquidity Facility in
replacement of this Agreement in accordance with Section 3.6(e) of the
Intercreditor Agreement, amounts remaining on deposit in the Class A-1 Cash
Collateral Account after giving effect to any Applied Provider Advance on the
date of such replacement shall be reimbursed to the Liquidity Provider, but only
to the extent such amounts are necessary to repay in full to the Liquidity
Provider all amounts owing to it hereunder.

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

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

<PAGE>

            Section 2.09. PAYMENTS FROM AVAILABLE FUNDS ONLY. All payments to be
made by the Borrower under this Agreement shall be made only from the amounts
that constitute Scheduled Payments, Special Payments or payments under Section
8.1 of the Participation Agreements with respect to Owned Aircraft, payments
under Section 9.1 of the Participation Agreements with respect to Leased
Aircraft and payments under Section 6 of the Note Purchase Agreement and only to
the extent that the Borrower shall have sufficient income or proceeds therefrom
to enable the Borrower to make payments in accordance with the terms hereof
after giving effect to the priority of payments provisions set forth in the
Intercreditor Agreement. The Liquidity Provider agrees that it will look solely
to such amounts to the extent available for distribution to it as provided in
the Intercreditor Agreement and this Agreement and that the Borrower, in its
individual capacity, is not personally liable to it for any amounts payable or
liability under this Agreement except as expressly provided in this Agreement,
the Intercreditor Agreement or any Participation Agreement. Amounts on deposit
in the Class A-1 Cash Collateral Account shall be available to the Borrower to
make payments under this Agreement only to the extent and for the purposes
expressly contemplated in Section 3.6(f) of the Intercreditor Agreement.

            Section 2.10. EXTENSION OF THE EXPIRY DATE; NON-EXTENSION ADVANCE.
No earlier than the 60th day and no later than the 40th day prior to the then
effective Expiry Date (unless such Expiry Date is on or after the date that is
15 days after the Final Legal Distribution Date for the Class A-1 Certificates),
the Borrower shall request that the Liquidity Provider extend the Expiry Date to
the earlier of (i) the date that is 15 days after the Final Legal Distribution
Date for the Class A-1 Certificates and (ii) the date that is the day
immediately preceding the 364th day occurring after the last day of the Consent
Period (as hereinafter defined). Whether or not the Borrower has made such
request, the Liquidity Provider shall advise the Borrower, no earlier than the
40th day (or, if earlier, the date of the Liquidity Provider's receipt of such
request, if any, from the Borrower) and no later than the 25th day prior to the
then effective Expiry Date (such period, the "CONSENT PERIOD"), whether, in its
sole discretion, it agrees to so extend the Expiry Date. If the Liquidity
Provider advises the Borrower on or before the date on which the Consent Period
ends that such Expiry Date shall not be so extended, or fails to irrevocably and
unconditionally advise the Borrower on or before the date on which the Consent
Period ends that such Expiry Date shall be so extended (and, in each case, if
the Liquidity Provider shall not have been replaced in accordance with Section
3.6(e) of the Intercreditor Agreement), the Borrower shall be entitled on and
after the date on which the Consent Period ends (but prior to the then effective
Expiry Date) to request a Non-Extension Advance in accordance with Section
2.02(b) hereof and Section 3.6(d) of the Intercreditor Agreement.

<PAGE>

            Section 2.11 RIGHT TO FURTHER EXTEND EXPIRY DATE. Subject to the
proviso in the immediately succeeding sentence, the Liquidity Provider shall
have the right at any time and without the consent of the Borrower to extend the
then effective Expiry Date to the date that is 15 days after the Final Legal
Distribution Date for the Class A-1 Certificates by giving not less than five
nor more than ten days' prior written notice of such extension to the Borrower,
the Class A-1 Trustee and Continental (which notice shall specify the effective
date of such extension (the "EXTENSION EFFECTIVE DATE")). On the Extension
Effective Date, the then effective Expiry Date shall be so extended without any
further act; PROVIDED, HOWEVER, that if prior to the Extension Effective Date a
Downgrade Event shall have occurred, the then effective Expiry Date shall not be
so extended.



                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

            Section 3.01. INCREASED COSTS. The Borrower shall pay to the
Liquidity Provider from time to time such amounts as may be necessary to
compensate the Liquidity Provider for any increased costs incurred by the
Liquidity Provider which are attributable to its making or maintaining any LIBOR
Advances hereunder or its obligation to make any such Advances hereunder, or any
reduction in any amount receivable by the Liquidity Provider under this
Agreement or the Intercreditor Agreement in respect of any such Advances or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "ADDITIONAL COSTS"), resulting from any change after the date of
this Agreement in U.S. federal, state, municipal, or foreign laws or regulations
(including Regulation D of the Board of Governors of the Federal Reserve
System), or the adoption or making after the date of this Agreement of any
interpretations, directives, or requirements applying to a class of banks
including the Liquidity Provider under any U.S. federal, state, municipal, or
any foreign laws or regulations (whether or not having the force of law) by any
court, central bank or monetary authority charged with the interpretation or
administration thereof (a "REGULATORY CHANGE"), which: (1) changes the basis of
taxation of any amounts payable to the Liquidity Provider under this Agreement
in respect of any such Advances or such obligation (other than Excluded Taxes);
or (2) imposes or modifies any reserve, special deposit, compulsory loan or
similar requirements relating to any extensions of credit or other assets of, or
any deposits with other liabilities of, the Liquidity Provider (including any
such Advances or such obligation or any deposits referred to in the definition
of LIBOR Rate or related definitions). The Liquidity Provider agrees to use
reasonable efforts (consistent with applicable legal and regulatory
restrictions) to change the jurisdiction of its Facility Office if making such
change would avoid the need for, or reduce the amount of, any amount payable
under this Section that may thereafter accrue and would not, in the reasonable
judgment of the Liquidity Provider, be otherwise disadvantageous to the
Liquidity Provider.

            The Liquidity Provider will notify the Borrower of any event
occurring after the date of this Agreement that will entitle the Liquidity
Provider to compensation pursuant to this Section 3.01 as promptly as
practicable after it obtains knowledge thereof and determines to request such
compensation, which notice shall describe in reasonable detail the calculation
of the amounts owed under this Section. Determinations by the Liquidity Provider
for purposes of this Section 3.01 of the effect of any Regulatory Change on its

<PAGE>

costs of making or maintaining Advances or on amounts receivable by it in
respect of Advances, and of the additional amounts required to compensate the
Liquidity Provider in respect of any Additional Costs, shall be prima facie
evidence of the amount owed under this Section.

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

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

            From and after the Extension Effective Date and prior to the
occurrence of a Helaba Downgrade, the Liquidity Provider will be entitled to
compensation pursuant to this Section 3.02 only to the extent that the Liquidity
Provider would have been so entitled if the Extension Effective Date had not
occurred. From and after the Extension Effective Date and after the occurrence
of a Helaba Downgrade, the Liquidity Provider will be entitled to compensation
pursuant to this Section 3.02 only to the extent that the Liquidity Provider
would have been so entitled had the Liquidity Provider made a Downgrade Advance
upon the occurrence of such Helaba Downgrade.

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

<PAGE>

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

            Section 3.03. PAYMENTS FREE OF DEDUCTIONS. (a) All payments made by
the Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future stamp or other taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, restrictions
or conditions of any nature whatsoever now or hereafter imposed, levied,
collected, withheld or assessed, excluding Excluded Taxes (such non-excluded
taxes being referred to herein, collectively, as "NON-EXCLUDED TAXES" and each,
individually, as a "NON-EXCLUDED TAX"). If any Non-Excluded Taxes are required
to be withheld from any amounts payable to the Liquidity Provider under this
Agreement, (i) the Borrower shall within the time prescribed therefor by
applicable law pay to the appropriate governmental or taxing authority the full
amount of any such Non-Excluded Taxes (and any additional Non-Excluded Taxes in
respect of the additional amounts payable under clause (ii) hereof) and make
such reports or returns in connection therewith at the time or times and in the
manner prescribed by applicable law, and (ii) the amounts so payable to the
Liquidity Provider shall be increased to the extent necessary to yield to the
Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any
other such amounts payable under this Agreement at the rates or in the amounts
specified in this Agreement. The Liquidity Provider agrees to use reasonable
efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Facility Office if making such
change would avoid the need for, or reduce the amount of, any such additional
amounts that may thereafter accrue and would not, in the reasonable judgment of
the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider.
From time to time upon the reasonable request of the Borrower, the Liquidity
Provider agrees to provide to the Borrower two original Internal Revenue Service
Form W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed
by the Internal Revenue Service, certifying that the Liquidity Provider is
exempt from or entitled to a reduced rate of United States withholding tax on
payments pursuant to this Agreement. Within 30 days after the date of each
payment hereunder, the Borrower shall furnish to the Liquidity Provider the
original or a certified copy of (or other documentary evidence of) the payment
of the Non-Excluded Taxes applicable to such payment.

            (b) All payments (including, without limitation, Advances) made by
the Liquidity Provider under this Agreement shall be made free and clear of, and
without reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted from any amounts payable to the Borrower under this
Agreement, the Liquidity Provider shall (i) within the time prescribed therefor
by applicable law pay to the appropriate governmental or taxing authority the
full amount of any such Taxes (and any additional Taxes in respect of the
additional amounts payable under clause (ii) hereof) and make such reports or
returns in connection therewith at the time or times and in the manner
prescribed by applicable law, and (ii) pay to the Borrower an additional amount
which (after deduction of all such Taxes) will be sufficient to yield to the
Borrower the full amount which would have been received by it had no such
withholding or deduction been made. Within 30 days after the date of each
payment hereunder, the Liquidity Provider shall furnish to the Borrower the
original or a certified copy of (or other documentary evidence of) the payment
of the Taxes applicable to such payment.

<PAGE>

            (c) If any exemption from, or reduction in the rate of, any Taxes is
reasonably available to the Borrower to establish that payments under this
Agreement are exempt from (or entitled to a reduced rate of) tax, the Borrower
shall deliver to the Liquidity Provider such form or forms and such other
evidence of the eligibility of the Borrower for such exemption or reduction as
the Liquidity Provider may reasonably identify to the Borrower as being required
as a condition to exemption from, or reduction in the rate of, any Taxes.

            Section 3.04. PAYMENTS. The Borrower shall make or cause to be made
each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due. The Borrower shall make all such payments in
lawful money of the United States of America, to the Liquidity Provider in
immediately available funds, by wire transfer to Citibank N.A., New York, ABA
021000089 in favor of account number 10920118, reference Continental Airlines
Trust 2001-1A-1 #4181285, attn. M. Kirr/MT215000.

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

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

            Section 3.07. INTEREST. (a) Subject to Section 2.09, the Borrower
shall pay, or shall cause to be paid, without duplication, interest on (i) the
unpaid principal amount of each Advance from and including the date of such
Advance (or, in the case of an Applied Provider Advance, from and including the
date on which the amount thereof was withdrawn from the Class A-1 Cash
Collateral Account to pay interest on the Class A-1 Certificates) to but
excluding the date such principal amount shall be paid in full (or, in the case
of an Applied Provider Advance, the date on which the Class A-1 Cash Collateral
Account is fully replenished in respect of such Advance) and (ii) any other
amount due hereunder (whether fees, commissions, expenses or other amounts or,
to the extent permitted by law, installments of interest on Advances or any such
other amount) which is not paid when due (whether at stated maturity, by
acceleration or otherwise) from and including the due date thereof to but
excluding the date such amount is paid in full, in each such case, at a
fluctuating interest rate per annum for each day equal to the Applicable
Liquidity Rate (as defined below) for such Advance or such other amount as in
effect for such day, but in no event at a rate per annum greater than the
maximum rate permitted by applicable law; PROVIDED, HOWEVER, that, if at any
time the otherwise applicable interest rate as set forth in this Section 3.07
shall exceed the maximum rate permitted by applicable law, then any subsequent

<PAGE>

reduction in such interest rate will not reduce the rate of interest payable
pursuant to this Section 3.07 below the maximum rate permitted by applicable law
until the total amount of interest accrued equals the amount of interest that
would have accrued if such otherwise applicable interest rate as set forth in
this Section 3.07 had at all times been in effect.

            (b) Except as provided in clause (e) below, each Advance (including,
without limitation, each outstanding Unapplied Downgrade Advance) will be either
a Base Rate Advance or a LIBOR Advance as provided in this Section. Each such
Advance will be a Base Rate Advance for the period from the date of its
borrowing to (but excluding) the third Business Day following the Liquidity
Provider's receipt of the Notice of Borrowing for such Advance. Thereafter, such
Advance shall be a LIBOR Advance; provided that the Borrower (at the direction
of the Controlling Party, so long as the Liquidity Provider is not the
Controlling Party) may (x) convert the Final Advance into a Base Rate Advance on
the last day of an Interest Period for such Advance by giving the Liquidity
Provider no less than four Business Days' prior written notice of such election
or (y) elect to maintain the Final Advance as a Base Rate Advance by not
requesting a conversion of the Final Advance to a LIBOR Advance under Clause (5)
of the applicable Notice of Borrowing (or, if such Final Advance is deemed to
have been made, without delivery of a Notice of Borrowing pursuant to Section
2.06, by requesting, prior to 11:00 A.M. (New York City time) on the first
Business Day immediately following the Borrower's receipt of the applicable
Termination Notice, that such Final Advance not be converted from a Base Rate
Advance to a LIBOR Advance).

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

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

            (e) Each outstanding Unapplied Non-Extension Advance shall bear
interest in an amount equal to the Investment Earnings on amounts on deposit in
the Class A-1 Cash Collateral Account plus the Applicable Margin for such
Unapplied Non-Extension Advance on the amount of such Unapplied Non-Extension
Advance from time to time, payable in arrears on each Regular Distribution Date.

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

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

<PAGE>

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

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

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

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

            Section 3.10. ILLEGALITY. Notwithstanding any other provision in
this Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Facility
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Liquidity Provider (or its Facility Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider, requires immediate repayment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request.



                                   ARTICLE IV

                              CONDITIONS PRECEDENT

            Section 4.01. CONDITIONS PRECEDENT TO EFFECTIVENESS OF SECTION 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "EFFECTIVE DATE") on which the following conditions precedent have
been satisfied or waived:

            (a) The Liquidity Provider shall have received each of the
      following, and in the case of each document delivered pursuant to
      paragraphs (i), (ii) and (iii), each in form and substance satisfactory to
      the Liquidity Provider:

<PAGE>

                  (i) This Agreement duly executed on behalf of the Borrower,
            the Fee Letter applicable to this Agreement duly executed on behalf
            of the Borrower and the Tax Letter duly executed on behalf of
            Continental;

                  (ii) The Intercreditor Agreement duly executed on behalf of
            each of the parties thereto (other than the Liquidity Provider);

                  (iii) Fully executed copies of each of the Operative
            Agreements executed and delivered on or before the Closing Date
            (other than this Agreement, the Fee Letter applicable to this
            Agreement and the Intercreditor Agreement);

                  (iv) A copy of the Prospectus Supplement and specimen copies
            of the Class A-1 Certificates;

                  (v) An executed copy of each document, instrument, certificate
            and opinion delivered on or before the Closing Date pursuant to the
            Class A-1 Trust Agreement, the Intercreditor Agreement and the other
            Operative Agreements (in the case of each such opinion, other than
            the opinion of counsel for the Underwriters, either addressed to the
            Liquidity Provider or accompanied by a letter from the counsel
            rendering such opinion to the effect that the Liquidity Provider is
            entitled to rely on such opinion as of its date as if it were
            addressed to the Liquidity Provider);

                  (vi) Evidence that there shall have been made and shall be in
            full force and effect, all filings, recordings and/or registrations,
            and there shall have been given or taken any notice or other similar
            action as may be reasonably necessary or, to the extent reasonably
            requested by the Liquidity Provider, reasonably advisable, in order
            to establish, perfect, protect and preserve the right, title and
            interest, remedies, powers, privileges, liens and security interests
            of, or for the benefit of, the Trustees, the Borrower and the
            Liquidity Provider created by the Operative Agreements executed and
            delivered on or prior to the Closing Date;

                  (vii) An agreement from Continental, pursuant to which (i)
            Continental agrees to provide copies of quarterly financial
            statements and audited annual financial statements to the Liquidity
            Provider, and such other information as the Liquidity Provider shall
            reasonably request with respect to the transactions contemplated by
            the Operative Agreements, in each case, only to the extent that
            Continental is obligated to provide such information pursuant to
            Section 8.2.1 of the Leases to the parties thereto and (ii)
            Continental agrees to allow the Liquidity Provider to inspect
            Continental's books and records regarding such transactions, and to
            discuss such transactions with officers and employees of
            Continental; and

                  (viii) Such other documents, instruments, opinions and
            approvals pertaining to the transactions contemplated hereby or by
            the other Operative Agreements as the Liquidity Provider shall have
            reasonably requested.

            (b) The following statement shall be true on and as of the Effective
      Date: no event has occurred and is continuing, or would result from the

<PAGE>

      entering into of this Agreement or the making of any Advance, which
      constitutes a Liquidity Event of Default.

            (c) The Liquidity Provider shall have received payment in full of
      all fees and other sums required to be paid to or for the account of the
      Liquidity Provider on or prior to the Effective Date.

            (d) All conditions precedent to the issuance of the Certificates
      under the Trust Agreements shall have been satisfied or waived, all
      conditions precedent to the effectiveness of the other Liquidity
      Facilities shall have been satisfied or waived, and all conditions
      precedent to the purchase of the Certificates by the Underwriters under
      the Underwriting Agreement shall have been satisfied or waived.

            (e) The Borrower shall have received a certificate, dated the date
      hereof, signed by a duly authorized representative of the Liquidity
      Provider, certifying that all conditions precedent to the effectiveness of
      Section 2.01 have been satisfied or waived

            Section 4.02. CONDITIONS PRECEDENT TO BORROWING. The obligation of
the Liquidity Provider to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have
occurred and, on or prior to the date of such Borrowing, the Borrower shall have
delivered a Notice of Borrowing which conforms to the terms and conditions of
this Agreement and has been completed as may be required by the relevant form of
the Notice of Borrowing for the type of Advances requested.



                                    ARTICLE V

                                    COVENANTS

            Section 5.01. AFFIRMATIVE COVENANTS OF THE BORROWER. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity
Provider shall otherwise consent in writing:

            (a) PERFORMANCE OF THIS AND OTHER AGREEMENTS. Punctually pay or
      cause to be paid all amounts payable by it under this Agreement and the
      other Operative Agreements and observe and perform in all material
      respects the conditions, covenants and requirements applicable to it
      contained in this Agreement and the other Operative Agreements.

            (b) REPORTING REQUIREMENTS. Furnish to the Liquidity Provider with
      reasonable promptness, such other information and data with respect to the
      transactions contemplated by the Operative Agreements as from time to time
      may be reasonably requested by the Liquidity Provider; and permit the
      Liquidity Provider, upon reasonable notice, to inspect the Borrower's
      books and records with respect to such transactions and to meet with
      officers and employees of the Borrower to discuss such transactions.

<PAGE>

            (c) CERTAIN OPERATIVE AGREEMENTS. Furnish to the Liquidity Provider
      with reasonable promptness, such Operative Agreements entered into after
      the date hereof as from time to time may be reasonably requested by the
      Liquidity Provider.

            Section 5.02. NEGATIVE COVENANTS OF THE BORROWER. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will not appoint or permit or
suffer to be appointed any successor Borrower without the prior written consent
of the Liquidity Provider, which consent shall not be unreasonably withheld or
delayed.



                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

            Section 6.01. LIQUIDITY EVENTS OF DEFAULT. If (a) any Liquidity
Event of Default has occurred and is continuing and (b) there is a Performing
Note Deficiency, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) the
obligation of the Liquidity Provider to make Advances hereunder to expire on the
fifth Business Day after the date on which such Termination Notice is received
by the Borrower, (ii) the Borrower to promptly request, and the Liquidity
Provider to promptly make, a Final Advance in accordance with Section 2.02(d)
hereof and Section 3.6(i) of the Intercreditor Agreement, (iii) all other
outstanding Advances to be automatically converted into Final Advances for
purposes of determining the Applicable Liquidity Rate for interest payable
thereon, and (iv) subject to Sections 2.07 and 2.09 hereof, all Advances
(including, without limitation, any Provider Advance and Applied Provider
Advance), any accrued interest thereon and any other amounts outstanding
hereunder to become immediately due and payable to the Liquidity Provider.



                                   ARTICLE VII

                                  MISCELLANEOUS

            Section 7.01. AMENDMENTS, ETC. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Liquidity Provider, and, in the case of an amendment or of a
waiver by the Borrower, the Borrower, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

            Section 7.02. NOTICES, ETC. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

            Borrower:             WILMINGTON TRUST COMPANY
                                  Rodney Square North

<PAGE>

                                  1100 North Market Square
                                  Wilmington, DE 19890-0001
                                  Attention:  Corporate Trust Administration

                                  Telephone:  (302) 651-1000
                                  Telecopy:   (302) 651-8882

            Liquidity Provider:   LANDESBANK HESSEN-THURINGEN GIROZENTRALE
                                  Main Tower
                                  Neue Mainzer Str. 52 - 58
                                  60311 Frankfurt am Main
                                  Germany
                                  Attention:  Asset Finance

                                  Telephone:  49-69-9132-4882
                                  Telecopy:  49-69-9132-4392

with a copy of any Notice of Borrowing to:

                                  LANDESBANK HESSEN-THURINGEN
                                  NEW YORK BRANCH
                                  420 Fifth Avenue, 24th Floor
                                  New York, NY 10018
                                  Attention:  Project Finance/Michael Novack

                                  Telephone:  (212) 703-5224
                                  Telecopy:  (212) 703-5256

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the others. All such notices and
communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above, (ii) if given by mail, when deposited
in the mails addressed as specified above, and (iii) if given by other means,
when delivered at the address specified above, except that written notices to
the Liquidity Provider pursuant to the provisions of Article II and Article III
hereof shall not be effective until received by the Liquidity Provider. A copy
of all notices delivered hereunder to either party shall in addition be
delivered to each of the parties to the Participation Agreements at their
respective addresses set forth therein.

            Section 7.03. NO WAIVER; REMEDIES. No failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            Section 7.04. FURTHER ASSURANCES. The Borrower agrees to do such
further acts and things and to execute and deliver to the Liquidity Provider
<PAGE>

such additional assignments, agreements, powers and instruments as the Liquidity
Provider may reasonably require or deem advisable to carry into effect the
purposes of this Agreement and the other Operative Agreements or to better
assure and confirm unto the Liquidity Provider its rights, powers and remedies
hereunder and under the other Operative Agreements.

            Section 7.05. INDEMNIFICATION; SURVIVAL OF CERTAIN PROVISIONS. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 8.1 of the Participation Agreements with respect to
Owned Aircraft and Section 9.1 of the Participation Agreements with respect to
Leased Aircraft. In addition, the Borrower agrees to indemnify, protect, defend
and hold harmless the Liquidity Provider from, against and in respect of, and
shall pay on demand, all Expenses of any kind or nature whatsoever (other than
any Expenses of the nature described in Section 3.01, 3.02 or 7.07 hereof or in
the Fee Letter applicable to this Agreement (regardless of whether indemnified
against pursuant to said Sections or in such Fee Letter)), that may be imposed,
incurred by or asserted against any Liquidity Indemnitee, in any way relating
to, resulting from, or arising out of or in connection with any action, suit or
proceeding by any third party against such Liquidity Indemnitee and relating to
this Agreement, the Fee Letter applicable to this Agreement, the Intercreditor
Agreement or any Financing Agreement; PROVIDED, HOWEVER, that the Borrower shall
not be required to indemnify, protect, defend and hold harmless any Liquidity
Indemnitee in respect of any Expense of such Liquidity Indemnitee to the extent
such Expense is (i) attributable to the gross negligence or willful misconduct
of such Liquidity Indemnitee or any other Liquidity Indemnitee, (ii) ordinary
and usual operating overhead expense, or (iii) attributable to the failure by
such Liquidity Indemnitee or any other Liquidity Indemnitee to perform or
observe any agreement, covenant or condition on its part to be performed or
observed in this Agreement, the Intercreditor Agreement, the Fee Letter
applicable to this Agreement, the Tax Letter or any other Operative Agreement to
which it is a party. The indemnities contained in Section 8.1 or 9.1, as the
case may be, of the Participation Agreements, and the provisions of Sections
3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall survive the termination of
this Agreement.

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

            (b) Neither the Liquidity Provider nor any of its officers,
employees, directors or Affiliates shall be liable or responsible in any respect

<PAGE>

for (i) any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with this
Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful
misconduct or negligence (in which event the extent of the Liquidity Provider's
potential liability to the Borrower shall be limited as set forth in the
immediately preceding paragraph), in connection with this Agreement or any
Notice of Borrowing.

            Section 7.07. COSTS, EXPENSES AND TAXES. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity Provider shall make demand, all reasonable out-of-pocket
costs and expenses (including, without limitation, the reasonable fees and
expenses of outside counsel for the Liquidity Provider) of the Liquidity
Provider in connection with the preparation, negotiation, execution, delivery,
filing and recording of this Agreement, any other Operative Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including reasonable counsel fees
and expenses) of the Liquidity Provider in connection with (i) the enforcement
of this Agreement or any other Operative Agreement, (ii) the modification or
amendment of, or supplement to, this Agreement or any other Operative Agreement
or such other documents which may be delivered in connection herewith or
therewith (whether or not the same shall become effective) or (iii) any action
or proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class A-1 Cash
Collateral Account. In addition, the Borrower shall pay any and all recording,
stamp and other similar taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative Agreement and such other documents, and agrees to save the
Liquidity Provider harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
or fees.

            Section 7.08. BINDING EFFECT; PARTICIPATIONS. (a) This Agreement
shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Provider and their respective successors and assigns, except that neither the
Liquidity Provider (except as otherwise provided in this Section 7.08) nor
(except as contemplated by Section 3.08) the Borrower shall have the right to
assign its rights or obligations hereunder or any interest herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder (including, without limitation, funded participations and
participations in rights to receive interest payments hereunder) and under the
other Operative Agreements to such Persons (other than Continental and its
Affiliates) as the Liquidity Provider may in its sole discretion select, subject
to the requirements of Section 7.08(b). No such granting of participations by
the Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder. In connection with any participation or any proposed
participation, the Liquidity Provider may disclose to the participant or the
proposed participant any information that the Borrower is required to deliver or
to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower
acknowledges and agrees that the Liquidity Provider's source of funds may derive
in part from its participants. Accordingly, references in this Agreement and the
other Operative Agreements to determinations, reserve and capital adequacy

<PAGE>

requirements, increased costs, reduced receipts, additional amounts due pursuant
to Section 3.03 and the like as they pertain to the Liquidity Provider shall be
deemed also to include those of each of its participants that are banks
(subject, in each case, to the maximum amount that would have been incurred by
or attributable to the Liquidity Provider directly if the Liquidity Provider,
rather than the participant, had held the interest participated).

            (b) If, pursuant to subsection (a) above, the Liquidity Provider
sells any participation in this Agreement to any bank or other entity (each, a
"TRANSFEREE"), then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the Liquidity Provider and the Borrower) either (A) that it is incorporated
under the laws of the United States or a state thereof or (B) that under
applicable law and treaties, no taxes will be required to be withheld with
respect to any payments to be made to such Transferee in respect of this
Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8ECI or Form W-8BEN, as
appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such Transferee's entitlement
to a complete exemption from United States federal withholding tax in respect to
any and all payments to be made hereunder, and (iii) agree (for the benefit of
the Liquidity Provider and the Borrower) to provide the Liquidity Provider and
the Borrower a new Form W-8ECI or Form W-8BEN, as appropriate, (A) on or before
the date that any such form expires or becomes obsolete or (B) after the
occurrence of any event requiring a change in the most recent form previously
delivered by it and prior to the immediately following due date of any payment
by the Borrower hereunder, certifying in the case of a Form W-8BEN or Form
W-8ECI that such Transferee is entitled to a complete exemption from United
States federal withholding tax on payments under this Agreement. Unless the
Borrower has received forms or other documents reasonably satisfactory to it
(and required by applicable law) indicating that payments hereunder are not
subject to United States federal withholding tax, the Borrower will withhold
taxes as required by law from such payments at the applicable statutory rate.

            (c) Notwithstanding the other provisions of this Section 7.08, the
Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower to the Liquidity Provider in accordance with the terms of this
Agreement shall satisfy the Borrower's obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

            Section 7.09. SEVERABILITY. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.


<PAGE>

            Section 7.10. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            Section 7.11. SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
WAIVER OF IMMUNITY. (a) Each of the parties hereto hereby irrevocably and
unconditionally:

            (i) submits for itself and its property in any legal action or
      proceeding relating to this Agreement or any other Operative Agreement, or
      for recognition and enforcement of any judgment in respect hereof or
      thereof, to the nonexclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and the appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
      such courts, and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to each party hereto at its address set forth in Section 7.02
      hereof, or at such other address of which the Liquidity Provider shall
      have been notified pursuant thereto; and

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

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

            (c) The Liquidity Provider hereby waives any immunity it may have
from the jurisdiction of the courts of the United States or of any State and
waives any immunity any of its properties located in the United States may have
from attachment or execution upon a judgment entered by any such court under the
United States Foreign Sovereign Immunities Act of 1976 or any similar successor
legislation.

<PAGE>

            Section 7.12. EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

            Section 7.13. ENTIRETY. This Agreement, the Intercreditor Agreement
and the other Operative Agreements to which the Liquidity Provider is a party
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings and agreements of
such parties.

            Section 7.14. HEADINGS. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

            Section 7.15. TRANSFER. The Liquidity Provider hereby acknowledges
and consents to the Transfer contemplated by the Assignment and Assumption
Agreement.

            Section 7.16. LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE
LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO
DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL
BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.





<PAGE>



            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first set forth above.

                              WILMINGTON  TRUST  COMPANY,
                               not in its individual capacity
                               but solely as  Subordination  Agent,
                               as agent and  trustee  for the Class A-1 Trust,
                               as Borrower


                              By:_________________________________
                                 Name:
                                 Title:

                              LANDESBANK HESSEN-THURINGEN
                              GIROZENTRALE,
                               as Liquidity Provider


                              By:_________________________________
                                 Name:
                                 Title:


                              By:_________________________________
                                 Name:
                                 Title:



<PAGE>


                                                                      ANNEX I TO
                                                      REVOLVING CREDIT AGREEMENT


                      INTEREST ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement (2001-1A-1) dated as of April 19, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of an Interest Advance by the Liquidity Provider to be used,
      subject to clause (3)(v) below, for the payment of interest on the Class
      A-1 Certificates which was payable on ____________, ____ (the
      "DISTRIBUTION DATE") in accordance with the terms and provisions of the
      Class A-1 Trust Agreement and the Class A-1 Certificates, which Advance is
      requested to be made on ____________, ____. The Interest Advance should be
      transferred to [name of bank/wire instructions/ABA number] in favor of
      account number [ ], reference [ ].

            (3) The amount of the Interest Advance requested hereby (i) is
      $[_________________], to be applied in respect of the payment of the
      interest which was due and payable on the Class A-1 Certificates on the
      Distribution Date, (ii) does not include any amount with respect to the
      payment of principal of, or premium on, the Class A-1 Certificates, or
      principal of, or interest or premium on, the Class A-2 Certificates, the
      Class B Certificates or the Class C Certificates, (iii) was computed in
      accordance with the provisions of the Class A-1 Certificates, the Class
      A-1 Trust Agreement and the Intercreditor Agreement (a copy of which
      computation is attached hereto as Schedule I), (iv) does not exceed the
      Maximum Available Commitment on the date hereof, (v) does not include any
      amount of interest which was due and payable on the Class A-1 Certificates
      on such Distribution Date but which remains unpaid due to the failure of
      the Depositary to pay any amount of accrued interest on the Deposits on
      such Distribution Date and (vi) has not been and is not the subject of a
      prior or contemporaneous Notice of Borrowing.

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

<PAGE>

            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, the making of the Interest Advance as requested by this Notice of
Borrowing shall automatically reduce, subject to reinstatement in accordance
with the terms of the Liquidity Agreement, the Maximum Available Commitment by
an amount equal to the amount of the Interest Advance requested to be made
hereby as set forth in clause (i) of paragraph (3) of this Notice of Borrowing
and such reduction shall automatically result in corresponding reductions in the
amounts available to be borrowed pursuant to a subsequent Advance.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.


                         WILMINGTON TRUST COMPANY,
                         not in its individual capacity but solely as
                            Subordination Agent, as Borrower


                         By:___________________________________________
                         Name:
                         Title:




<PAGE>


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

        [Insert copy of computations in accordance with Interest Advance
                              Notice of Borrowing]



<PAGE>


                                                                     ANNEX II TO
                                                      REVOLVING CREDIT AGREEMENT

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement (2001-1A-1) dated as of April 19, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Non-Extension Advance by the Liquidity Provider to be used
      for the funding of the Class A-1 Cash Collateral Account in accordance
      with Section 3.6(d) of the Intercreditor Agreement, which Advance is
      requested to be made on __________, ____. The Non-Extension Advance should
      be transferred to [name of bank/wire instructions/ABA number] in favor of
      account number [ ], reference [ ].

            (3) The amount of the Non-Extension Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class
      A-1 Cash Collateral Account in accordance with Section 3.6(d) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of the principal of, or premium on, the Class A-1
      Certificates, or principal of, or interest or premium on, the Class A-2
      Certificates, the Class B Certificates or the Class C Certificates, (iii)
      was computed in accordance with the provisions of the Class A-1
      Certificates, the Class A-1 Trust Agreement and the Intercreditor
      Agreement (a copy of which computation is attached hereto as Schedule I),
      and (iv) has not been and is not the subject of a prior or contemporaneous
      Notice of Borrowing under the Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class
      A-1 Cash Collateral Account and apply the same in accordance with the
      terms of Section 3.6(d) of the Intercreditor Agreement, (b) no portion of
      such amount shall be applied by the Borrower for any other purpose and (c)
      no portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

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

<PAGE>

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                              WILMINGTON TRUST COMPANY,
                                not in its individual capacity but solely as
                                Subordination Agent, as Borrower


                              By:____________________________________________
                                 Name:
                                 Title:




<PAGE>


             SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

      [Insert copy of computations in accordance with Non-Extension Advance
                              Notice of Borrowing]



<PAGE>


                                                                    ANNEX III TO
                                                      REVOLVING CREDIT AGREEMENT


                      DOWNGRADE ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement (2001-1A-1) dated as of April 19, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Downgrade Advance by the Liquidity Provider to be used for
      the funding of the Class A-1 Cash Collateral Account in accordance with
      Section 3.6(c) of the Intercreditor Agreement by reason of the occurrence
      of a Downgrade Event, which Advance is requested to be made on __________,
      ____. The Downgrade Advance should be transferred to [name of bank/wire
      instructions/ABA number] in favor of account number [ ], reference [ ].

            (3) The amount of the Downgrade Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class
      A-1 Cash Collateral Account in accordance with Section 3.6(c) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of the principal of, or premium on, the Class A-1
      Certificates, or principal of, or interest or premium on, the Class A-2
      Certificates, the Class B Certificates or the Class C Certificates, (iii)
      was computed in accordance with the provisions of the Class A-1
      Certificates, the Class A-1 Trust Agreement and the Intercreditor
      Agreement (a copy of which computation is attached hereto as Schedule I),
      and (iv) has not been and is not the subject of a prior or contemporaneous
      Notice of Borrowing under the Liquidity Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class
      A-1 Cash Collateral Account and apply the same in accordance with the
      terms of Section 3.6(c) of the Intercreditor Agreement, (b) no portion of
      such amount shall be applied by the Borrower for any other purpose and (c)
      no portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Downgrade Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Downgrade Advance

<PAGE>

requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                              WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely as
                                 Subordination Agent, as Borrower


                              By:____________________________________________
                                 Name:
                                 Title:




<PAGE>


               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

        [Insert copy of computations in accordance with Downgrade Advance
                              Notice of Borrowing]



<PAGE>



                                                                     ANNEX IV TO
                                                      REVOLVING CREDIT AGREEMENT

                        FINAL ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "BORROWER"), hereby certifies to Landesbank Hessen-Thuringen
Girozentrale (the "LIQUIDITY PROVIDER"), with reference to the Revolving Credit
Agreement (2001-1A-1) dated as of April 19, 2001, between the Borrower and the
Liquidity Provider (the "LIQUIDITY AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

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

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Final Advance by the Liquidity Provider to be used for the
      funding of the Class A-1 Cash Collateral Account in accordance with
      Section 3.6(i) of the Intercreditor Agreement by reason of the receipt by
      the Borrower of a Termination Notice from the Liquidity Provider with
      respect to the Liquidity Agreement, which Advance is requested to be made
      on ____________, ____. The Final Advance should be transferred to [name of
      bank/wire instructions/ABA number] in favor of account number [ ],
      reference [ ].

            (3) The amount of the Final Advance requested hereby (i) is
      $_________________.__, which equals the Maximum Available Commitment on
      the date hereof and is to be applied in respect of the funding of the
      Class A-1 Cash Collateral Account in accordance with Section 3.6(i) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of principal of, or premium on, the Class A-1 Certificates, or
      principal of, or interest or premium on, the Class A-2 Certificates, the
      Class B Certificates or the Class C Certificates, (iii) was computed in
      accordance with the provisions of the Class A-1 Certificates, the Class
      A-1 Trust Agreement and the Intercreditor Agreement (a copy of which
      computation is attached hereto as Schedule I), and (iv) has not been and
      is not the subject of a prior or contemporaneous Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class
      A-1 Cash Collateral Account and apply the same in accordance with the
      terms of Section 3.6(i) of the Intercreditor Agreement, (b) no portion of
      such amount shall be applied by the Borrower for any other purpose and (c)
      no portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

<PAGE>

            (5) The Borrower hereby requests that the Advance requested hereby
      be a Base Rate Advance [and that such Base Rate Advance be converted into
      a LIBOR Advance on the third Business Day following your receipt of this
      notice.]<F1>

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

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                              WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely as
                                 Subordination Agent, as Borrower


                              By:___________________________________________
                                 Name:
                                 Title:


_______________________

<F1>
Bracketed language may be included at Borrower's option.



<PAGE>


                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

          [Insert copy of computations in accordance with Final Advance
                              Notice of Borrowing]



<PAGE>


                                                                      ANNEX V TO
                                                      REVOLVING CREDIT AGREEMENT

                              NOTICE OF TERMINATION

                                         [Date]

Wilmington Trust Company,
 as Subordination Agent, as Borrower
Rodney Square North
1100 North Market Square
Wilmington, DE 19890-0001

Attention:  Corporate Trust Administration

      Revolving Credit Agreement dated as of April 19, 2001 between Wilmington
      Trust Company, as Subordination Agent, as agent and trustee for the
      Continental Airlines Pass Through Trust, 2001-1A-1-[O/S], as Borrower, and
      Landesbank Hessen-Thuringen Girozentrale (the "LIQUIDITY AGREEMENT")


Ladies and Gentlemen:

You are hereby notified that pursuant to Section 6.01 of the Liquidity
Agreement, by reason of the occurrence of a Liquidity Event of Default and the
existence of a Performing Note Deficiency (each as defined therein), we are
giving this notice to you in order to cause (i) our obligations to make Advances
(as defined therein) under such Liquidity Agreement to terminate on the fifth
Business Day after the date on which you receive this notice and (ii) you to
request a Final Advance under the Liquidity Agreement pursuant to Section 3.6(i)
of the Intercreditor Agreement (as defined in the Liquidity Agreement) as a
consequence of your receipt of this notice.


<PAGE>


            THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                Very truly yours,

                                LANDESBANK HESSEN-THURINGEN
                                GIROZENTRALE,
                                as Liquidity Provider



                                By:___________________________
                                   Name:
                                   Title:



                                By:___________________________
                                   Name:
                                   Title:


cc:   Wilmington Trust Company,
        as Class A-1 Trustee



<PAGE>


                                                                     ANNEX VI TO
                                                      REVOLVING CREDIT AGREEMENT

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

      Revolving Credit Agreement dated as of April 19, 2001, between Wilmington
      Trust Company, as Subordination Agent, as agent and trustee for the
      Continental Airlines Pass Through Trust, 2001-1A-1-[O/S], as Borrower, and
      Landesbank Hessen-Thuringen Girozentrale (the "LIQUIDITY AGREEMENT")


Ladies and Gentlemen:

            For value received, the undersigned beneficiary hereby irrevocably
transfers to:


                         ______________________________
                              [Name of Transferee]


                         ______________________________
                             [Address of Transferee]

all rights and obligations of the undersigned as Borrower under the Liquidity
Agreement referred to above. The transferee has succeeded the undersigned as
Subordination Agent under the Intercreditor Agreement referred to in the first
paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

            By this transfer, all rights of the undersigned as Borrower under
the Liquidity Agreement are transferred to the transferee and the transferee
shall hereafter have the sole rights and obligations as Borrower thereunder. The
undersigned shall pay any costs and expenses of such transfer, including, but
not limited to, transfer taxes or governmental charges.



<PAGE>


            We ask that this transfer be effective as of _______________, ____.

                              WILMINGTON TRUST COMPANY,
                                 not in its individual capacity but solely as
                                 Subordination Agent, as Borrower



                              By:_________________________________
                                 Name:
                                 Title: