AMBAC                                         Ambac Assurance Corporation
                                              One State Street Plaza, 15th Floor
                                              New York, New York  10004
                                              Telephone: (212) 668-0340
CERTIFICATE GUARANTY INSURANCE POLICY

Insured Obligations:                           Policy Number:  AB0543BE
1.     Continental Airlines
       2002-1 Pass-Through Trusts
       Pass-Through Certificates, Series 2002-1
       $194,522,000 Class G-2 and Class G-2 Escrow Receipts attached thereto
       (as defined in the attached endorsement)      Premium:

                                                             As set forth in the
                                                             policy fee letter.
2.     Excess Interest
       (as defined in the attached endorsement)


AMBAC ASSURANCE CORPORATION (AMBAC), a Wisconsin stock insurance corporation, in
consideration of the payment of the premium and subject to the terms of this
Policy, hereby agrees unconditionally and irrevocably to pay to the Trustee for
the benefit of the Holders of the Insured Obligations, that portion of the
Insured Amounts which shall become Due for Payment but shall be unpaid by reason
of Nonpayment.


Ambac will make such payments to the Trustee from its own funds on the later of
(a) one (1) Business Day following notification to Ambac of Nonpayment or (b)
the Business Day on which the Insured Amounts are Due for Payment. Such payments
of principal or interest shall be made only upon presentation of an instrument
of assignment in form and substance satisfactory to Ambac, transferring to Ambac
all rights under such Insured Obligations to receive the principal of and
interest on the Insured Obligation. Ambac shall be subrogated to all the
Holders' rights to payment on the Insured Obligations to the extent of the
insurance disbursements so made. Once payments of the Insured Amounts have been
made to the Trustee, Ambac shall have no further obligation hereunder in respect
of such Insured Amounts.


In the event the Trustee for the Insured Obligations has notice that any payment
of principal or interest on an Insured Obligation which has become Due for
Payment and which is made to a Holder by or on behalf of the Trustee has been
deemed a preferential transfer and theretofore recovered from its Holder
pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such Holder will be
entitled to payment from Ambac to the extent of such recovery if sufficient
funds are not otherwise available.


This Policy is noncancelable by Ambac for any reason, including failure to
receive payment of any premium due hereunder. The premium on this Policy is not
refundable for any reason. This Policy does not insure against loss of any
prepayment or other acceleration payment which at any time may become due in
respect of any Insured Obligation, other than at the sole option of Ambac, nor
against any risk other than Nonpayment, including failure of the Trustee to make
any payment due Holders of Insured Amounts.


To the fullest extent permitted by applicable law, Ambac hereby waives and
agrees not to assert any and all rights and defenses, to the extent such rights
and defenses may be available to Ambac, to avoid payment of its obligations
under this Policy in accordance with the express provisions hereof.


Any capitalized terms not defined herein shall have the meaning given such terms
in the endorsement attached hereto or in the Agreement.


In witness whereof, Ambac has caused this Policy to be affixed with its
corporate seal and to be signed by its duly authorized officers in facsimile to
become effective as their original signatures and binding upon Ambac by virtue
of the countersignature of its duly authorized representative.






/S/ ROBERT J. GENADER        [AMBAC SEAL]              /S/ ANNE G. GILL


President                                              Secretary



Effective Date:  March 25, 2002                        Authorized Representative

Form No.: 2B-0022 (7/97)


<PAGE>

                CERTIFICATE GUARANTY INSURANCE POLICY ENDORSEMENT

Attached to and forming                           Effective Date of Endorsement:
part of Policy No. AB0543BE                                       March 25, 2002
issued to:

Wilmington Trust Company
not in its individual capacity but solely as Subordination
Agent and Trustee under the Agreement, together with its successors
and assigns in such capacity

Landesbank Hessen-Thuringen Girozentrale,
as Class G-2 Primary Liquidity Provider, together with
any Replacement Primary Liquidity Provider for any Class G-2 Primary
Liquidity Facility solely with respect to Deficiency Amounts
described in item (g) of the
definition of "Deficiency Amount"

      For all purposes of this Policy, the following terms shall have the
following meanings:

      "Agreement" shall mean the Intercreditor Agreement, dated as of March 25,
2002, by and among Wilmington Trust Company, as Class G-1 Trustee, Class G-2
Trustee, Class H Trustee and Class I Trustee, Landesbank Hessen-Thuringen
Girozentrale, as Class G-1 Primary Liquidity Provider and Class G-2 Primary
Liquidity Provider, Merrill Lynch Capital Services, Inc., as Class G-1 Above-Cap
Liquidity Provider, Ambac Assurance Corporation, as Policy Provider, and
Wilmington Trust Company, as Subordination Agent, without regard to any
amendment or supplement thereto unless such amendment or supplement has been
executed, or otherwise approved in writing, by the Insurer or deemed consented
to pursuant to Section 9.1(c) or 9.1(d) thereof.

      "Class G-2 Escrow Receipts" shall mean the Escrow Receipts with respect to
the Class G-2 Trust.

      "Class G-2 Final Legal Distribution Date" means August 15, 2013.

      "Collateral" shall have the meaning set forth in the Insurance Agreement.

      "Deficiency Amount" shall mean:

      (a) with respect to any Regular Distribution Date other than the Class G-2
Final Legal Distribution Date, any shortfall in amounts available to the
Subordination Agent, after giving effect to the subordination provisions of the
Agreement and to the application of Prior Funds on such Distribution Date in
accordance with the Agreement, for the payment of accrued and unpaid interest at
the applicable Stated Interest Rate on the Pool Balance of the Class G-2
Certificates, and, without duplication, accrued and unpaid interest on any
Deposit relating to the Class G-2 Escrow Receipts, on such Distribution Date;

<PAGE>

      (b) with respect to any Special Distribution Date (which is not also an
Election Distribution Date) established by reason of receipt of a Special
Payment constituting the proceeds of any Series G-2 Equipment Note or the
related Collateral, as the case may be, any shortfall in amounts available to
the Subordination Agent, after giving effect to the subordination provisions of
the Agreement and to the application of any Prior Funds, for the reduction in
the outstanding Pool Balance of the Class G-2 Certificates by an amount equal to
the outstanding principal amount of such Series G-2 Equipment Note (determined
immediately prior to the receipt of such proceeds) plus accrued and unpaid
interest on the amount of such reduction accrued at the applicable Stated
Interest Rate for the Class G-2 Certificates for the period from the immediately
preceding Regular Distribution Date to such Special Distribution Date;

      (c) with respect to any Special Distribution Date established by reason of
the failure of the Subordination Agent to have received a Special Payment
constituting the proceeds of any Disposition on or before the date which is
twenty-four (24) months after the last date on which any payment due was made in
full on any Series G-2 Equipment Note (the date of any such payment in full
being a "Last Payment Date") as to which there has been a failure to pay
principal or that has been accelerated subsequent to the Last Payment Date, the
amount equal to the outstanding principal amount of such Series G-2 Equipment
Note plus accrued and unpaid interest thereon at the applicable Stated Interest
Rate for the Class G-2 Certificates from the immediately preceding Regular
Distribution Date to such Special Distribution Date; PROVIDED, HOWEVER, that if
the Insurer shall have duly given a Notice of Insurer Election at least 35 days
prior to the end of such 24-month period, the Deficiency Amount with respect to
such Special Distribution Date shall be an amount equal to the shortfall in
amounts available to the Subordination Agent, after giving effect to the
application of any drawing paid under the Class G-2 Liquidity Facility in
respect of interest due on the Class G-2 Certificates on such Distribution Date
and any withdrawal from the Class G-2 Cash Collateral Account in respect of
interest due on such Distribution Date in accordance with the Agreement, in each
case, attributable to interest on such Series G-2 Equipment Note, for payment of
the scheduled principal (without regard to the acceleration thereof) and
interest due but not paid at the applicable Stated Interest Rate for the Class
G-2 Certificates on such Series G-2 Equipment Note during such twenty-four (24)
month period;

      (d) with respect to each Regular Distribution Date following the Special
Distribution Date as to which any Notice of Insurer Election described in (c)
above has been given in respect of any Series G-2 Equipment Note, and prior to
the establishment of a Special Distribution Date at the election of the Insurer
in accordance with Section 3.7(c) of the Agreement or an Election Distribution
Date with respect to such Series G-2 Equipment Note, an amount equal to the
scheduled principal (without regard to the acceleration thereof) and interest
payments (without regard to any funds available under the Class G-2 Primary
Liquidity Facility, the Class G-2 Cash Collateral Account) at the applicable
Stated Interest Rate for the Class G-2 Certificates (without duplication of any
payments that may be required to be made under item (a) above) payable on such
Regular Distribution Date on such Series G-2 Equipment Note;

      (e) with respect to any Special Distribution Date elected by the Insurer
in accordance with Section 3.7(c) of the Agreement or which is an Election
Distribution Date, an amount equal to the shortfall in amounts available to the
Subordination Agent to pay in full the then outstanding principal balance of the
Series G-2 Equipment Note as to which such Special Distribution Date or Election

<PAGE>

Distribution Date relates and accrued and unpaid interest thereon at the
applicable Stated Interest Rate for the Class G-2 Certificates from the
immediately preceding Regular Distribution Date to such Special Distribution
Date or such Election Distribution Date, as the case may be, less any Insured
Amounts paid by the Insurer in respect of principal on such Series G-2 Equipment
Note;

      (f) with respect to the Class G-2 Final Legal Distribution Date, any
shortfall in amounts available to the Subordination Agent for the payment in
full of the Final Distributions (calculated as of such date but excluding any
accrued and unpaid premium (which shall include, without limitation, Premium))
on the Class G-2 Certificates, after giving effect to the subordination
provisions of the Agreement and to the application of Prior Funds; and

      (g) with respect to any Distribution Date (including any Special
Distribution Date or Election Distribution Date) which occurs during any Excess
Interest Period, the amount equal to the Excess Interest unpaid on such date.

      "Due for Payment" shall mean the portion of the Insured Amounts which is
"Due for Payment" on any Distribution Date under this Policy; such portion shall
be equal to the Deficiency Amount existing for such Distribution Date.

      "Election Distribution Date" shall mean any Special Distribution Date
established by reason of (i) the occurrence and continuation of a Policy
Provider Default occurring after a Notice of Insurer Election or (ii) the
receipt of a Special Payment constituting the proceeds of a Disposition relating
to a Series G-2 Equipment Note as to which a Notice of Insurer Election has been
given.

      "Excess Interest" shall mean interest accrued on all outstanding Drawings
under the Class G-2 Primary Liquidity Facility (together with interest
previously accrued thereon), exclusive of any default interest, from and after
the first day of any Excess Interest Period to the date of determination.

      "Excess Interest Period" shall mean, with respect to any Series G-2
Equipment Note and Drawing attributable thereto, the period commencing on the
day immediately following the end of the twenty-four (24) month period referred
to in clause (c) of the definition of "Deficiency Amount" with respect to any
such Series G-2 Equipment Note, and ending on the later to occur of (i) the
Class G-2 Final Legal Distribution Date and (ii) the date on which all
obligations owed to the Class G-2 Primary Liquidity Provider have been paid in
full.

      "Holder" shall mean any person who is the registered owner or beneficial
owner of any of the Class G-2 Certificates or the Escrow Receipts attached
thereto and who, on the applicable Distribution Date, is entitled under the
terms of the Class G-2 Certificates or the Escrow Receipts attached thereto to
payment thereunder.

      "Insolvency Proceeding" means the commencement, after the date hereof, of
any bankruptcy, insolvency, readjustment of debt, reorganization, marshalling of
assets and liabilities or similar proceedings by or against Continental
Airlines, Inc. or the Class G-2 Primary Liquidity Provider and the commencement,
after the date hereof, of any proceedings by Continental Airlines, Inc. or the
Class G-2 Primary Liquidity Provider for the winding up or liquidation of its

<PAGE>

affairs or the consent, after the date hereof, to the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings of or relating to Continental Airlines, Inc. or the Class G-2
Primary Liquidity Provider.

      "Insurance Agreement" shall mean the Insurance and Indemnity Agreement
dated as of March 25, 2002, by and among the Insurer, Continental Airlines, Inc.
and Wilmington Trust Company, not in its individual capacity, but solely as
Subordination Agent, as amended, modified or supplemented from time to time in
accordance with the terms thereof.

      "Insurance Policy" or "Policy" shall mean the Certificate Guaranty
Insurance Policy of which this Endorsement is a part together with each and
every endorsement thereto.

      "Insured Amount" shall mean, with respect to any Distribution Date, the
Deficiency Amount for such Distribution Date.

      "Insured Obligations" shall mean the Class G-2 Certificates and the Escrow
Receipts attached thereto and Excess Interest.

      "Insured Payments" shall mean, (i) with respect to any Distribution Date,
the aggregate amount actually paid by the Insurer to the Subordination Agent
(or, with respect to Insured Amounts in respect of amounts described in item (g)
of the definition of "Deficiency Amount", to the Class G-2 Primary Liquidity
Provider) in respect of the Insured Amount for such Distribution Date, and (ii)
the Preference Amount for any given Business Day.

      "Insurer" shall mean Ambac Assurance Corporation, or any successor
thereto, as issuer of the Insurance Policy.

      "Last Payment Date" shall have the meaning given to that term in subclause
(c) of the definition of "Deficiency Amount".

      "Nonpayment" shall mean, with respect to any Distribution Date, a
Deficiency Amount owing to the Subordination Agent for distribution to the
Holders in respect of such Distribution Date or to the Class G-2 Primary
Liquidity Provider in respect of Excess Interest.

      "Notice of Avoided Payment" shall mean the telephonic or telegraphic
notice, promptly confirmed in writing by telecopy substantially in the form of
Exhibit B to the Policy, in each instance delivered or performed on a Business
Day and sent to the contact person at the address and/or fax number set forth in
Section 10.3 of the Agreement, the original of which is subsequently delivered
by registered or certified mail from the Subordination Agent specifying the
Preference Amount which shall be due and owing on the applicable Distribution
Date.

      "Notice of Insurer Election" shall mean a notice given by the Insurer when
no Policy Provider Default shall have occurred and be continuing, stating that
the Insurer elects to make payments of Deficiency Amounts as defined under the
proviso to clause (c) and the provisions of clause (d) and, if applicable,
clause (e) of the definition of "Deficiency Amounts" in respect of any Series
G-2 Equipment Note in lieu of applying clause (c) (without the proviso) of the
definition of "Deficiency Amount", which notice shall be given to the

<PAGE>

Subordination Agent not less than thirty-five (35) days prior to the Special
Distribution Date established for payment of a Deficiency Amount under clause
(c) (without the proviso) of the definition thereof.

      "Notice of Nonpayment" shall mean the telephonic or telegraphic notice,
promptly confirmed in writing by telecopy substantially in the form of Exhibit
A-1 (or, with respect to Insured Amounts in respect of amounts described in item
(g) of the definition of "Deficiency Amount," Exhibit A-2) to the Policy, in
each instance delivered or performed on a Business Day and sent to the contact
person at the address and/or fax numbers set forth in Section 10.3 of the
Agreement, the original of which is subsequently delivered by registered or
certified mail from the Subordination Agent (or, with respect to Insured Amounts
in respect of amounts described in item (g) of the definition of "Deficiency
Amount" from the Class G-2 Primary Liquidity Provider) specifying the Insured
Amount which shall be due and owing to the Subordination Agent (or, with respect
to Insured Amounts in respect of amounts described in item (g) of the definition
of "Deficiency Amount," to the Class G-2 Primary Liquidity Provider) for
distribution to the Holders or the Class G-2 Primary Liquidity Provider, as
applicable, on the applicable Distribution Date.

      "Order" shall mean a final, non-appealable order of a court of competent
jurisdiction exercising jurisdiction in an insolvency proceeding.

      "Preference Amount" means any payment of principal of, or interest at the
applicable Stated Interest Rate on, the Series G-2 Equipment Notes made to the
Class G-2 Trustee or the Subordination Agent or (without duplication) any
payment of the Pool Balance of, or interest at the applicable Stated Interest
Rate on, the Class G-2 Certificates (or any payment of the proceeds of any
drawing under the Class G-2 Primary Liquidity Facility) made to a Holder which
has become recoverable or been recovered from the Class G-2 Trustee, the
Subordination Agent or the Holders (as the case may be) as a result of such
payment being determined or deemed a preferential transfer pursuant to the
United States Bankruptcy Code or otherwise rescinded or required to be returned
in accordance with an Order.

      "Prior Funds" shall, at any date of determination, mean (i) any amounts
received by the Escrow Agent in the Paying Agent Account for the Class G-2
Certificates in respect of accrued interest on the Deposits for the Class G-2
Certificates on such date, (ii) any drawing paid under the Class G-2 Primary
Liquidity Facility in respect of interest due on the Class G-2 Certificates on
such date, and (iii) any amounts withdrawn from the Class G-2 Cash Collateral
Account in respect of interest due on the Class G-2 Certificates on such date.

      "Subordination Agent" shall mean Wilmington Trust Company, not in its
individual capacity but solely as Subordination Agent under the Agreement, or
any successor thereto under the Agreement. Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to them in the Agreement, as
defined herein.

      Notwithstanding the first sentence of the second paragraph of the face of
this Policy, the Insurer will pay any Insured Amount payable hereunder no later
than 4:00 p.m. (New York City time) to the Subordination Agent (or, with respect
to Insured Amounts in respect of amounts described in item (g) of the definition

<PAGE>

of "Deficiency Amount," to the Class G-2 Primary Liquidity Provider) on the
later of (i) the Distribution Date on which the related Deficiency Amount
occurs, or (ii) the Business Day on which the Insurer receives a Notice of
Nonpayment; provided that, if such Notice of Nonpayment is received after 1:00
p.m. (New York City time) on such Business Day, it will be deemed to be received
on the following Business Day. If any such Notice of Nonpayment is not in proper
form or is otherwise insufficient for the purpose of making a claim under the
Policy, it shall be deemed not to have been received for purposes of this
paragraph, and the Insurer shall promptly so advise the Subordination Agent (or
the Class G-2 Primary Liquidity Provider, if applicable) and the Subordination
Agent (or the Class G-2 Primary Liquidity Provider, if applicable) may submit an
amended Notice of Nonpayment.

      Notwithstanding the third paragraph of the face of this Policy, the
Insurer shall pay any Preference Amount due to be paid pursuant to an Order, no
later than 4:00 p.m. on the earlier of (x) the Special Distribution Date
established for the payment of such Preference Amount (or, if payment is to be
made to a receiver, conservator, debtor-in-possession or trustee in bankruptcy,
as directed by the Subordination Agent on the date specified in the Order or in
the absence thereof, in the request therefor) and (y) the third Business Day
after the date of the expiration of this Policy, but in any event no earlier
than the third Business Day following receipt by the Insurer on a Business Day
of (i) a certified copy of an Order, (ii) a certificate by or on behalf of the
Subordination Agent, the Class G-2 Trustee or the Holder that such Order has
been entered and is not subject to any stay, (iii) an assignment, in form and
substance satisfactory to the Insurer, duly executed and delivered by the
Subordination Agent, the Class G-2 Trustee or the Holder, irrevocably assigning
to the Insurer all rights and claims of the Subordination Agent, the Class G-2
Trustee or the Holder (provided such Preference Amount is received by the
Holder) with respect to such Preference Amount and (iv) a Notice of Avoided
Payment (in the form attached hereto as Exhibit B) appropriately completed and
executed by the Subordination Agent. Any Notice of Avoided Payment received by
the Insurer after 1:00 p.m. (New York City time) on a Business Day shall be
deemed to have been received on the next Business Day. If any Notice of Avoided
Payment is not in proper form or is otherwise insufficient for the purpose of
making a claim under the Policy, it shall be deemed not to have been received
for purposes of this paragraph and the Insurer shall promptly so advise the
Subordination Agent and the Subordination Agent may submit an amended Notice of
Avoided Payment. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, and not to the
Subordination Agent, the Class G-2 Trustee or the Holder directly, unless the
Subordination Agent, the Class G-2 Trustee or the Holder has made a payment of
the Preference Amount to the court or such receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order, in which case
the Insurer will pay to the Subordination Agent for payment over to the Holder
or the Class G-2 Trustee, subject to the delivery of (a) the items referred to
in clauses (i), (ii), (iii) and (iv) above to the Insurer and (b) evidence
satisfactory to the Insurer that payment has been made to such court or
receiver, conservator, debtor-in-possession or trustee in bankruptcy named in
the Order.

      No instrument of assignment shall be required notwithstanding the second
paragraph of the face of this Policy except in connection with payment of a
Preference Amount. Notwithstanding the second paragraph of the face of this
Policy, the Insurer shall not be subrogated to the Class G-2 Certificates, and
shall be subrogated to the Series G-2 Equipment Notes only to the extent

<PAGE>

provided in the Agreement. For the avoidance of doubt, the subrogation
provisions in the Agreement include Sections 2.4, 3.2 and 3.3 thereof.

      A premium will be payable on this Policy in accordance with the terms of
the Insurance Agreement.

      The face of the Policy to which this Endorsement is attached and of which
it forms a part is hereby amended to provide that the Insurer shall have no
obligation (i) to pay any Insured Amount or Preference Amount except at the
times and in the amounts expressly provided for in this Policy or (ii) to pay
any amount in excess of $194,522,000, plus interest at the applicable Stated
Interest Rate for the Class G-2 Certificates for the period during which the
Class G-2 Certificates were outstanding plus Excess Interest. Clause (ii) of the
preceding sentence shall not limit the Insurer's payment obligations with
respect to any Deficiency Amount paid by the Insurer which becomes a Preference
Amount. This Policy does not cover (i) premiums (including, without limitation,
Premium), if any, payable in respect of the Class G-2 Certificates or the Class
G-2 Escrow Receipts, (ii) shortfalls, if any, attributable to the liability of
the Subordination Agent, the Class G-2 Trust or the Class G-2 Trustee for
withholding taxes, if any (including interest and penalties in respect of any
such liability) or (iii) any risk other than the risk of Nonpayment and the risk
of the occurrence of a Preference Amount, including failure of the Subordination
Agent or the Class G-2 Trustee to make any payment due to the Holders of the
Class G-2 Certificates from funds received.

      This Policy and the obligations of the Insurer hereunder shall terminate
on the day (the "Termination Date") which is one year and one day following the
Distribution Date upon which the Final Distributions on the Class G-2
Certificates are made. The foregoing notwithstanding, if an Insolvency
Proceeding has commenced and has not been concluded or dismissed on the
Termination Date, then this Policy and the Insurer's obligations hereunder shall
terminate on the later of (i) the date of the conclusion or dismissal of such
Insolvency Proceeding without continuing jurisdiction by the court in such
Insolvency Proceeding, and (ii) the date on which the Insurer has made all
payments required to be made under the terms of this Policy in respect of
Preference Amounts.

      Nothing herein contained shall be held to vary, alter, waive or extend any
of the terms, conditions, provisions, agreements or limitations of the
above-mentioned Policy other than as specifically provided for otherwise by this
Endorsement.

      The obligations of the Insurer to make payments to the Class G-2 Primary
Liquidity Provider hereunder may not be amended or modified without the consent
of the Class G-2 Primary Liquidity Provider.

      This Policy is issued under and pursuant to, and shall be construed under,
the laws of the State of New York.

      ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR DECEIVE
ANY INSURER, FILES A STATEMENT OF CLAIM CONTAINING ANY FALSE, INCOMPLETE OR
MISLEADING INFORMATION IS GUILTY OF A FELONY.

<PAGE>

      IN WITNESS WHEREOF, the Insurer has caused this Endorsement to the Policy
to be signed by its duly authorized officers.

Managing Director                                Assistant Secretary



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

<PAGE>

                                   EXHIBIT A-1
                  TO THE CERTIFICATE GUARANTY INSURANCE POLICY
                               Policy No. AB0543BE


                         NOTICE OF NONPAYMENT AND DEMAND
                        FOR PAYMENT OF AN INSURED AMOUNT


                                              Date:  [            ]

AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York  10004
Attention:  General Counsel

      Reference is made to Certificate Guaranty Insurance Policy No. AB0543BE
(together with all endorsements thereto, the "Policy") issued by Ambac Assurance
Corporation ("Ambac"). Terms capitalized herein and not otherwise defined shall
have the meanings ascribed to such terms in or pursuant to the Policy unless the
context otherwise requires.

      The Subordination Agent hereby certifies as follows:

            1.    The Subordination Agent is an agent for the Class G-2 Trustee
                  under the Agreement.

            2.    The relevant Distribution Date is __________. Such
                  Distribution Date is a [Regular Distribution Date, a Special
                  Distribution Date or the Class G-2 Final Legal Distribution
                  Date].

            [3.   Payment of interest at the applicable Stated Interest Rate on
                  the Class G-2 Certificates accrued to the Distribution Date
                  which is a Regular Distribution Date as determined pursuant to
                  paragraph (a) of the definition of "Deficiency Amount" in the
                  Policy is an amount equal to $_________________.]

            [3.   The amount determined for payment to the Holders of the Class
                  G-2 Certificates pursuant to paragraph (b) of the definition
                  of "Deficiency Amount" in the Policy on the Distribution Date
                  which is a Special Distribution Date in respect of a reduction
                  in the outstanding Pool Balance of such Class G-2 Certificates
                  and interest on the amount of such reduction at the applicable
                  Stated Interest Rate for the Class G-2 Certificates from the
                  immediately preceding Regular Distribution Date to such
                  Special Distribution Date is $___________.]

            [3.   The Subordination Agent has not received a timely Notice of
                  Insurer Election pursuant to the Policy and the amount
                  determined for payment to the Holders of the Class G-2
                  Certificates pursuant to paragraph (c) of the definition of

<PAGE>

                  "Deficiency Amount" in the Policy on the Distribution Date
                  which is a Special Distribution Date in respect of the
                  outstanding principal amount of the relevant Series G-2
                  Equipment Note(s) and interest accrued thereon at the
                  applicable Stated Interest Rate for the Class G-2 Certificates
                  from the immediately preceding Regular Distribution Date to
                  such Special Distribution Date is $_______.]

            [3.   The Subordination Agent has received a timely Notice of
                  Insurer Election pursuant to the Policy and the amount
                  determined for payment to the Holders of the Class G-2
                  Certificates pursuant to the proviso in paragraph (c) of the
                  definition of "Deficiency Amount" in the Policy on the
                  Distribution Date which is a Special Distribution Date in
                  respect of scheduled principal (without regard to acceleration
                  thereof) and interest at the applicable Stated Interest Rate
                  for the Class G-2 Certificates that is due on the relevant
                  Series G-2 Equipment Note(s) during the twenty-four (24) month
                  period referred to in such paragraph (c) is $_________.]

            [3.   The Subordination Agent has received a timely Notice of
                  Insurer Election pursuant to the Policy, no Election
                  Distribution Date has been established pursuant to the Policy
                  or Special Distribution Date established at the election of
                  the Insurer in accordance with Section 3.7(c) of the Agreement
                  and the amount determined for payment to the Holders of the
                  Class G-2 Certificates pursuant to paragraph (d) of the
                  definition of "Deficiency Amount" in the Policy on the
                  Distribution Date which is a Regular Distribution Date in
                  respect of scheduled principal (without regard to acceleration
                  thereof) and (without duplication of any payments that may be
                  required to be made pursuant to paragraph (a) of such
                  definition) interest at the applicable Stated Interest Rate
                  for the Class G-2 Certificates due on the Regular Distribution
                  Date on the relevant Series G-2 Equipment Note(s) is
                  $____________.]

            [3.   The amount determined for payment to the Holders of the Class
                  G-2 Certificates pursuant to paragraph (e) of the definition
                  of "Deficiency Amount" in the Policy on the Distribution Date
                  which is a Special Distribution Date elected by the Insurer in
                  accordance with Section 3.7(c) of the Agreement or an Election
                  Distribution Date in respect of the outstanding principal
                  balance of the relevant Series G-2 Equipment Note(s) and
                  accrued interest thereon at the applicable Stated Interest
                  Rate for the Class G-2 Certificates from the immediately
                  preceding Regular Distribution Date to such Special
                  Distribution Date or Election Distribution Date, as the case
                  may be, is $__________.]

            [3.   The amount determined for payment to the Holders of the Class
                  G-2 Certificates pursuant to paragraph (f) of the definition
                  of "Deficiency Amount" in the Policy on the Distribution Date
                  which is the Class G-2 Final Legal Distribution Date in
                  respect of interest at the applicable Stated Interest Rate and
                  the Pool Balance of such Certificates is $__________.]

<PAGE>

            4.    There is a Deficiency Amount in respect of such Distribution
                  Date of $__________________ in respect of the Class G-2
                  Certificates, which amount is an Insured Amount pursuant to
                  the terms of the Policy.

            5.    The sum of $__________________ is the Insured Amount that is
                  Due for Payment to the Subordination Agent.

            6.    The Subordination Agent has not heretofore made a demand for
                  the Insured Amount in respect of such Distribution Date.

            7.    The Subordination Agent hereby requests that payment of such
                  Insured Amount that is Due for Payment be made by Ambac under
                  the Policy and directs that payment under the Policy be made
                  to the following account by bank wire transfer of federal or
                  other immediately available funds in accordance with the terms
                  of the Policy to:

                  [  ]
                        ABA #[  ]
                        Acct#[  ]
                        FBO: [  ]

                  [Policy Account number.]

            8.    The Subordination Agent hereby agrees that, following receipt
                  of the Insured Amount from Ambac, it shall (a) cause such
                  funds to be deposited in the Policy Account and not permit
                  such funds to be held in any other account, (b) cause such
                  funds to be paid to the Class G-2 Trustee for distribution to
                  the Holders in payment of the Pool Balance of, or interest on,
                  the Class G-2 Certificates or interest on any related Deposit
                  (as applicable) and not apply such funds for any other purpose
                  and (c) maintain an accurate record of such payments with
                  respect to the Class G-2 Certificates or the related Deposits,
                  and the corresponding claim on the Policy and proceeds
                  thereof.

            9.    ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD
                  OR DECEIVE ANY INSURER, FILES A STATEMENT OF CLAIM CONTAINING
                  ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A
                  FELONY.

<PAGE>

                                       Wilmington  Trust  Company,  not  in  its
                                       individual capacity but solely as
                                       Subordination Agent


                                       By:
                                          --------------------------------------

                                       Title:
                                             -----------------------------------
                                                         (Officer)

<PAGE>

                                   EXHIBIT A-2
                  TO THE CERTIFICATE GUARANTY INSURANCE POLICY
                               Policy No. AB0543BE


                         NOTICE OF NONPAYMENT AND DEMAND
            FOR PAYMENT OF AN INSURED AMOUNT TO THE CLASS G-2 PRIMARY
                               LIQUIDITY PROVIDER


                                              Date:  [            ]

AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York  10004
Attention:  General Counsel

      Reference is made to Certificate Guaranty Insurance Policy No. AB0543BE
(together with all endorsements thereto, the "Policy") issued by Ambac Assurance
Corporation ("Ambac"). Terms capitalized herein and not otherwise defined shall
have the meanings ascribed to such terms in or pursuant to the Policy unless the
context otherwise requires.

      The Class G-2 Primary Liquidity Provider hereby certifies as follows:

            1.    The relevant Distribution Date is __________. Such
                  Distribution Date is a Distribution Date described in item (g)
                  of the definition of "Deficiency Amount" in the Policy. The
                  Excess Interest payable on such Distribution Date to the Class
                  G-2 Primary Liquidity Provider is $________.

            2.    There is a Deficiency Amount in respect of such Distribution
                  Date of $__________________ in respect of amounts owed to the
                  Class G-2 Primary Liquidity Provider, which amount is an
                  Insured Amount pursuant to the terms of the Policy.

            3.    The sum of $__________________ is the Insured Amount that is
                  Due for Payment to the Class G-2 Primary Liquidity Provider.

            4.    The Class G-2 Primary Liquidity Provider has not heretofore
                  made a demand for the Insured Amount in respect of such
                  Distribution Date.

<PAGE>

            5.    The Class G-2 Primary Liquidity Provider hereby requests that
                  payment of such Insured Amount that is Due for Payment be made
                  by Ambac under the Policy and directs that payment under the
                  Policy be made to the following account by bank wire transfer
                  of federal or other immediately available funds in accordance
                  with the terms of the Policy to:

                  [  ]
                        ABA #[  ]
                        Acct#[  ]
                        FBO: [  ]

                  [Policy Account number.]

            6.    The Class G-2 Primary Liquidity Provider hereby agrees that,
                  following receipt of the Insured Amount from Ambac, it shall
                  maintain an accurate record of such payments with respect to
                  the Class G-2 Primary Liquidity Facility and the corresponding
                  claim of the Class G-2 Primary Liquidity Provider on the
                  Policy and proceeds thereof.

            7.    ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD
                  OR DECEIVE ANY INSURER, FILES A STATEMENT OF CLAIM CONTAINING
                  ANY FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A
                  FELONY.


                                     Landesbank  Hessen-Thuringen  Girozentrale,
                                     as Class G-2 Primary Liquidity Provider


                                     By:
                                        ----------------------------------------

                                     Title:
                                           -------------------------------------
                                                        (Officer)

<PAGE>

                                    EXHIBIT B
                  TO THE CERTIFICATE GUARANTY INSURANCE POLICY
                               Policy No. AB0543BE


                      NOTICE OF AVOIDED PAYMENT AND DEMAND
                        FOR PAYMENT OF PREFERENCE AMOUNTS


                                              Date:  [            ]

AMBAC ASSURANCE CORPORATION
One State Street Plaza
New York, New York  10004
Attention:  General Counsel

      Reference is made to Certificate Guaranty Insurance Policy No. AB0543BE
(together with all endorsements thereto, the "Policy") issued by Ambac Assurance
Corporation ("Ambac"). Terms capitalized herein and not otherwise defined shall
have the meanings ascribed to such terms in or pursuant to the Policy unless the
context otherwise requires.

      The Subordination Agent hereby certifies as follows:

      1.    The Subordination Agent is an agent for the Class G-2 Trustee under
            the Agreement.

      2.    The Subordination Agent has established ______________ as a Special
            Distribution Date pursuant to the Agreement for amounts claimed
            hereunder.

      3.    An Order providing for the recovery of a Preference Amount of
            $___________________ has been issued.

      4.    $__________________ of the amount set forth in item No. 3 above has
            been paid by the Subordination Agent, the Class G-2 Trustee or the
            Holders and $________________ is required to be paid to the
            receiver, conservator, debtor-in-possession or trustee in bankruptcy
            named in the Order.

      5.    The Subordination Agent has not heretofore made a demand for such
            Preference Amount.

      6.    The Subordination Agent hereby requests that payment of
            $______________ of such Preference Amount be made to the receiver,
            conservator, debtor-in-possession or trustee in bankruptcy named in
            the Order and $________________ of such Preference Amount be paid to
            the Subordination Agent for payment over to the Class G-2 Trustee
            for distribution to the Holders, in each case, by Ambac under the
            Policy and directs that such payments under the Policy be made to
            the following accounts by bank wire transfer of federal or other
            immediately available funds in accordance with the terms of the
            Policy to:

<PAGE>

      7.    For the portion to be paid to the receiver, conservator,
            debtor-in-possession or trustee, to ______________________:

           ABA #[  ]
           Acct#[  ]
           FBO: [  ]

            [relevant account number]

            For the portion to be paid to the Subordination Agent:

           ABA #[  ]
           Acct#[  ]
           FBO: [  ]

            [Policy Account Number]

      8.    ANY PERSON WHO KNOWINGLY, AND WITH INTENT TO INJURE, DEFRAUD OR
            DECEIVE ANY INSURER, FILES A STATEMENT OF CLAIM CONTAINING ANY
            FALSE, INCOMPLETE OR MISLEADING INFORMATION IS GUILTY OF A FELONY.


                                       Wilmington  Trust  Company,  not  in  its
                                       individual capacity but solely as
                                       Subordination Agent


                                       By:
                                          --------------------------------------

                                       Title:
                                             -----------------------------------
                                                        (Officer)