TRUST SUPPLEMENT No. 2000-2C-O

                           Dated November 28, 2000


                                   between

                           WILMINGTON TRUST COMPANY
                                 as Trustee,


                                     and


                          CONTINENTAL AIRLINES, INC.

                                      to

                         PASS THROUGH TRUST AGREEMENT
                        Dated as of September 25, 1997


                                 $138,764,000

              Continental Airlines Pass Through Trust 2000-2C-O
                         8.312% Continental Airlines
                          Pass Through Certificates,
                               Series 2000-2C-O

<PAGE>

            This Trust Supplement No. 2000-2C-O, dated as of November 28,
2000 (herein called the "TRUST SUPPLEMENT"), between Continental Airlines,
Inc., a Delaware corporation (the "COMPANY"), and Wilmington Trust Company
(the "TRUSTEE"), to the Pass Through Trust Agreement, dated as of September
25, 1997, between the Company and the Trustee (the "BASIC AGREEMENT").

                             W I T N E S S E T H:

            WHEREAS, the Basic Agreement, unlimited as to the aggregate
principal amount of Certificates (unless otherwise specified herein,
capitalized terms used herein without definition having the respective
meanings specified in the Basic Agreement) which may be issued thereunder,
has heretofore been executed and delivered;

            WHEREAS, the Company has obtained commitments from Boeing for the
delivery of certain Aircraft;

            WHEREAS, the Company intends to finance the acquisition of each
such Aircraft either (i) through separate leveraged lease transactions, in
which case the Company will lease such Aircraft (collectively, the "LEASED
AIRCRAFT"), or (ii) through separate secured loan transactions, in which case
the Company will own such Aircraft (collectively, the "OWNED AIRCRAFT");

            WHEREAS, in the case of each Leased Aircraft, each Owner Trustee,
acting on behalf of the corresponding Owner Participant, will issue pursuant
to an Indenture, on a non-recourse basis, Equipment Notes in order to finance
a portion of its purchase price of such Leased Aircraft;

            WHEREAS, in the case of each Owned Aircraft, the Company will
issue pursuant to an Indenture, on a recourse basis, Equipment Notes to
finance a portion of the purchase price of such Owned Aircraft;

            WHEREAS, the Trustee hereby declares the creation of this
Continental Airlines Pass Through Trust 2000-2C-O (the "APPLICABLE TRUST")
for the benefit of the Applicable Certificateholders, and the initial
Applicable Certificateholders as the grantors of the Applicable Trust, by
their respective acceptances of the Applicable Certificates, join in the
creation of the Applicable Trust with the Trustee;

            WHEREAS, all Certificates to be issued by the Applicable Trust
will evidence fractional undivided interests in the Applicable Trust and will
convey no rights, benefits or interests in respect of any property other than
the Trust Property except for those Certificates to which an Escrow Receipt
has been affixed;

            WHEREAS, the Escrow Agent and the Underwriters have
contemporaneously herewith entered into an Escrow Agreement with the Escrow
Paying Agent pursuant to which the Underwriters have delivered to the Escrow
Agent the proceeds from the sale of the Applicable Certificates, to the
extent not used to purchase Equipment Notes on the Issuance Date, and have
irrevocably instructed the Escrow Agent to withdraw and pay funds from such
proceeds upon request and proper certification by the Trustee to purchase

<PAGE>

Equipment Notes as the Aircraft are delivered by Boeing under the Aircraft
Purchase Agreement from time to time prior to the Delivery Period Termination
Date;

            WHEREAS, the Escrow Agent on behalf of the Applicable
Certificateholders has contemporaneously herewith entered into a Deposit
Agreement with the Depositary under which the Deposits referred to therein
will be made and from which it will withdraw funds to allow the Trustee to
purchase Equipment Notes from time to time prior to the Delivery Period
Termination Date;

            WHEREAS, pursuant to the terms and conditions of the Basic
Agreement as supplemented by this Trust Supplement (the "AGREEMENT") and the
NPA, upon the financing of an Aircraft, the Trustee on behalf of the
Applicable Trust, using funds withdrawn under the Escrow Agreement (or, if
financed on the Issuance Date, using a portion of the proceeds of the sale of
the Applicable Certificates), shall purchase one or more Equipment Notes
having the same interest rate as, and final maturity date not later than the
final Regular Distribution Date of, the Applicable Certificates issued
hereunder and shall hold such Equipment Notes in trust for the benefit of the
Applicable Certificateholders;

            WHEREAS, all of the conditions and requirements necessary to make
this Trust Supplement, when duly executed and delivered, a valid, binding and
legal instrument in accordance with its terms and for the purposes herein
expressed, have been done, performed and fulfilled, and the execution and
delivery of this Trust Supplement in the form and with the terms hereof have
been in all respects duly authorized;

            WHEREAS, this Trust Supplement is subject to the provisions of
the Trust Indenture Act of 1939, as amended, and shall, to the extent
applicable, be governed by such provisions;

            NOW THEREFORE, in consideration of the premises herein, it is
agreed between the Company and the Trustee as follows:


                                  ARTICLE I
                               THE CERTIFICATES

            Section 1.01.  THE CERTIFICATES.  There is hereby created a
series of Certificates to be issued under the Agreement to be distinguished
and known as "8.312% Continental Airlines Pass Through Certificates, Series
2000-2C-O" (hereinafter defined as the "APPLICABLE CERTIFICATES").  Each
Applicable Certificate represents a fractional undivided interest in the
Applicable Trust created hereby.  The Applicable Certificates shall be the
only instruments evidencing a fractional undivided interest in the Applicable
Trust.

            The terms and conditions applicable to the Applicable
Certificates are as follows:

            (a)   The aggregate principal amount of the Applicable
      Certificates that shall be authenticated under the Agreement (except

<PAGE>

      for Applicable Certificates authenticated and delivered pursuant to
      Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement) is
      $138,764,000.

            (b)   The Regular Distribution Dates with respect to any payment
      of Scheduled Payments means April 2 and October 2 of each year,
      commencing on April 2, 2001, until payment of all of the Scheduled
      Payments to be made under the Equipment Notes has been made.

            (c)   The Special Distribution Dates with respect to the
      Applicable Certificates means any Business Day on which a Special
      Payment is to be distributed pursuant to the Agreement.

            (d)   At the Escrow Agent's request under the Escrow Agreement,
      the Trustee shall affix the corresponding Escrow Receipt to each
      Applicable Certificate.  In any event, any transfer or exchange of any
      Applicable Certificate shall also effect a transfer or exchange of the
      related Escrow Receipt.  Prior to the Final Withdrawal Date, no
      transfer or exchange of any Applicable Certificate shall be permitted
      unless the corresponding Escrow Receipt is attached thereto and also is
      so transferred or exchanged.  By acceptance of any Applicable
      Certificate to which an Escrow Receipt is attached, each Holder of such
      an Applicable Certificate acknowledges and accepts the restrictions on
      transfer of the Escrow Receipt set forth herein and in the Escrow
      Agreement.

            (e)   (i)   The Applicable Certificates shall be in the form
      attached hereto as Exhibit A.  Any Person acquiring or accepting an
      Applicable Certificate or an interest therein will, by such acquisition
      or acceptance, be deemed to represent and warrant to and for the
      benefit of each Owner Participant and the Company that either (i) the
      assets of an employee benefit plan subject to Title I of the Employee
      Retirement Income Security Act of 1974, as amended ("ERISA"), or of a
      plan subject to Section 4975 of the Internal Revenue Code of 1986, as
      amended (the "CODE"), have not been used to purchase Applicable
      Certificates or an interest therein or (ii) the purchase and holding of
      Applicable Certificates or an interest therein is exempt from the
      prohibited transaction restrictions of ERISA and the Code pursuant to
      one or more prohibited transaction statutory or administrative
      exemptions.

            (ii)  The Applicable Certificates shall be Book-Entry
      Certificates and shall be subject to the conditions set forth in the
      Letter of Representations between the Company and the Clearing Agency
      attached hereto as Exhibit B.

            (f)   The "Participation Agreements" as defined in this Trust
      Supplement are the "Note Purchase Agreements" referred to in the Basic
      Agreement.

            (g)   The Applicable Certificates are subject to the
      Intercreditor Agreement, the Deposit Agreement and the Escrow Agreement.

            (h)   The Applicable Certificates are entitled to the benefits of
      the Liquidity Facility.

            (i)   The Responsible Party is the Company.


<PAGE>

            (j)   The date referred to in clause (i) of the definition of the
      term "PTC Event of Default" in the Basic Agreement is the Final
      Maturity Date.

            (k)   The "particular sections of the Note Purchase Agreement",
      for purposes of clause (3) of Section 7.07 of the Basic Agreement, are
      Section 8.1 (with respect to Owned Aircraft) and Section 9.1 (with
      respect to Leased Aircraft) of each Participation Agreement.

            (l)   The Equipment Notes to be acquired and held in the
      Applicable Trust, and the related Aircraft and Note Documents, are
      described in the NPA.


                                  ARTICLE II
                                 DEFINITIONS

            Section 2.01.  DEFINITIONS.  For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings (any term used herein which is defined in
both this Trust Supplement and the Basic Agreement shall have the meaning
assigned thereto in this Trust Supplement for purposes of the Basic Agreement
as supplemented by this Trust Supplement):

            AGREEMENT:  Has the meaning specified in the recitals hereto.

            AIRCRAFT:  Means each of the New Aircraft or Substitute Aircraft
      in respect of which a Participation Agreement is to be or is, as the
      case may be, entered into in accordance with the NPA (or any substitute
      aircraft, including engines therefor, owned by or leased to the Company
      and securing one or more Equipment Notes).

            AIRCRAFT PURCHASE AGREEMENT: Has the meaning specified in the NPA.

            APPLICABLE CERTIFICATE: Has the meaning specified in Section 1.01 of
      this Trust Supplement.

            APPLICABLE CERTIFICATEHOLDER:  Means the Person in whose name an
      Applicable Certificate is registered on the Register for the Applicable
      Certificates.

            APPLICABLE DELIVERY DATE:  Has the meaning specified in Section
      5.01(b) of this Trust Supplement.

            APPLICABLE PARTICIPATION AGREEMENT:  Has the meaning specified in
      Section 5.01(b) of this Trust Supplement.

            APPLICABLE TRUST:  Has the meaning specified in the recitals
      hereto.

            ASSIGNMENT AND ASSUMPTION AGREEMENT:  Means the assignment and
      assumption agreement substantially in the form of Exhibit C hereto
      executed and delivered in accordance with Section 7.01 of this Trust
      Supplement.


<PAGE>

            BASIC AGREEMENT:  Has the meaning specified in the first
      paragraph of this Trust Supplement.

            BOEING:  Means The Boeing Company.

            BUSINESS DAY:  Means any day other than a Saturday, a Sunday or a
      day on which commercial banks are required or authorized to close in
      Houston, Texas, New York, New York, Salt Lake City, Utah or, so long as
      any Applicable Certificate is Outstanding, the city and state in which
      the Trustee or any Loan Trustee maintains its Corporate Trust Office or
      receives and disburses funds.

            CLASS D CERTIFICATEHOLDER:  Has the meaning specified in Section
      4.01(b) of this Trust Supplement.

            COMPANY:  Has the meaning specified in the first paragraph of
      this Trust Supplement.

            CONTROLLING PARTY:  Has the meaning specified in the
      Intercreditor Agreement.

            CUT-OFF DATE:  Means the earlier of (a) the Delivery Period
      Termination Date and (b) the date on which a Triggering Event occurs.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE:  Means the earlier of (a)
      February 1, 2002, or, if the Equipment Notes relating to all of the New
      Aircraft (or Substitute Aircraft in lieu thereof) have not been
      purchased by the Applicable Trust and the Other Trusts on or prior to
      such date due to any reason beyond the control of the Company and not
      occasioned by the Company's fault or negligence, May 1, 2002 (provided
      that, if a labor strike occurs at Boeing on or prior to either or both
      of such dates referred to in this clause (a), such date or dates on or
      following the commencement of such strike shall be extended by adding
      thereto the number of days that such strike continued in effect), and
      (b) the date on which Equipment Notes issued with respect to all of the
      New Aircraft (or Substitute Aircraft in lieu thereof) have been
      purchased by the Applicable Trust and the Other Trusts in accordance
      with the NPA.

            DEPOSIT AGREEMENT:  Means the Deposit Agreement dated as of
      November 28, 2000 relating to the Applicable Certificates between the
      Depositary and the Escrow Agent, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            DEPOSITARY:  Means Credit Suisse First Boston, a banking
      institution organized under the laws of Switzerland, acting through its
      New York branch.

            DEPOSITS:  Has the meaning specified in the Deposit Agreement.

            DISTRIBUTION DATE:  Means any Regular Distribution Date or
      Special Distribution Date as the context requires.


<PAGE>

            ESCROW AGENT:  Means, initially, First Security Bank, National
      Association, and any replacement or successor therefor appointed in
      accordance with the Escrow Agreement.

            ESCROW AGREEMENT:  Means the Escrow and Paying Agent Agreement
      dated as of November 28, 2000 relating to the Applicable Certificates,
      among the Escrow Agent, the Escrow Paying Agent, the Trustee and
      Underwriters, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with its terms.

            ESCROW PAYING AGENT:  Means the Person acting as paying agent
      under the Escrow Agreement.

            ESCROW RECEIPT:  Means the receipt substantially in the form
      annexed to the Escrow Agreement representing a fractional undivided
      interest in the funds held in escrow thereunder.

            FINAL MATURITY DATE:  Means October 2, 2012.

            FINAL WITHDRAWAL:  Has the meaning specified in the Escrow
      Agreement.

            FINAL WITHDRAWAL DATE:  Has the meaning specified in the Escrow
      Agreement.

            FINAL WITHDRAWAL NOTICE:  Has the meaning specified in Section
      5.02 of this Trust Supplement.

            INDENTURE:  Means each of the separate trust indentures and
      mortgages relating to the Aircraft, each as specified or described in a
      Delivery Notice delivered pursuant to the NPA or the related
      Participation Agreement, in each case as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

            INTERCREDITOR AGREEMENT:  Means the Intercreditor Agreement dated
      as of November 28, 2000 among the Trustee, the Other Trustees, the
      Liquidity Provider, the liquidity providers relating to the
      Certificates issued under each of the Other Agreements, and Wilmington
      Trust Company, as Subordination Agent and as trustee thereunder, as
      amended, supplemented or otherwise modified from time to time in
      accordance with its terms.

            INVESTORS:  Means the Underwriters together with all subsequent
      beneficial owners of the Applicable Certificates.

            LEASE:  Means, with respect to each Leased Aircraft, the lease
      between an Owner Trustee, as the lessor, and the Company, as the
      lessee, referred to in the related Indenture, as such lease may be
      amended, supplemented or otherwise modified in accordance with its
      terms.

            LEASED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.


<PAGE>

            LEASED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            LIQUIDITY FACILITY:  Means, initially, the Revolving Credit
      Agreement dated as of November 28, 2000 relating to the Applicable
      Certificates, between the Liquidity Provider and Wilmington Trust
      Company, as Subordination Agent, as agent and trustee for the
      Applicable Trust, and, from and after the replacement of such agreement
      pursuant to the Intercreditor Agreement, the replacement liquidity
      facility therefor, in each case as amended, supplemented or otherwise
      modified from time to time in accordance with their respective terms.

            LIQUIDITY PROVIDER:  Means, initially, Landesbank
      Hessen-Thuringen Girozentrale, a German public law institution duly
      established under the Treaty on the Formation of a Joint Savings Banks
      Organization Hessen-Thuringen, and any replacements or successors
      therefor appointed in accordance with the Intercreditor Agreement.

            NEW AIRCRAFT:  Has the meaning specified in the NPA.

            NOTE DOCUMENTS:  Means the Equipment Notes with respect to the
      Applicable Certificates and, with respect to any such Equipment Note,
      (i) the Indenture and the Participation Agreement relating to such
      Equipment Note, and (ii) in the case of any Equipment Note related to a
      Leased Aircraft, the Lease relating to such Leased Aircraft.

            NOTICE OF PURCHASE WITHDRAWAL:  Has the meaning specified in the
      Deposit Agreement.

            NPA:  Means the Note Purchase Agreement dated as of November 28,
      2000 among the Trustee, the Other Trustees, the Company, the Escrow
      Agent, the Escrow Paying Agent and the Subordination Agent, providing
      for, among other things, the purchase of Equipment Notes by the Trustee
      on behalf of the Trust, as the same may be amended, supplemented or
      otherwise modified from time to time, in accordance with its terms.

            OTHER AGREEMENTS:  Means (i) the Basic Agreement as supplemented
      by Trust Supplement No. 2000-2A-1-O dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-O, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2A-2-O dated the
      date hereof relating to Continental Airlines Pass Through Trust
      2000-2A-2-O and (iii) the Basic Agreement as supplemented by Trust
      Supplement No. 2000-2B-O dated the date hereof relating to Continental
      Airlines Pass Through Trust 2000-2B-O.

            OTHER TRUSTEES:  Means the trustees under the Other Agreements,
      and any successor or other trustee appointed as provided therein.

            OTHER TRUSTS:  Means the Continental Airlines Pass Through Trust
      2000-2A-1-O, the Continental Airlines Pass Through Trust 2000-2A-2-O
      and the Continental Airlines Pass Through Trust 2000-2B-O, each created
      on the date hereof.


<PAGE>

            OWNED AIRCRAFT:  Has the meaning specified in the third recital
      to this Trust Supplement.

            OWNED AIRCRAFT INDENTURE:  Has the meaning specified in the
      Intercreditor Agreement.

            OWNER PARTICIPANT:  With respect to any Equipment Note relating
      to a Leased Aircraft, means the "Owner Participant" as referred to in
      the Indenture pursuant to which such Equipment Note is issued and any
      permitted successor or assign of such Owner Participant; and OWNER
      PARTICIPANTS at any time of determination means all of the Owner
      Participants thus referred to in the Indentures.

            OWNER TRUSTEE:  With respect to any Equipment Note relating to a
      Leased Aircraft, means the "Owner Trustee", as referred to in the
      Indenture pursuant to which such Equipment Note is issued, not in its
      individual capacity but solely as trustee; and OWNER TRUSTEES means all
      of the Owner Trustees party to any of the Indentures.

            OWNER TRUSTEE'S PURCHASE AGREEMENT:  Means, with respect to any
      Leased Aircraft, the agreement between the Company and the relevant
      Owner Trustee pursuant to which, INTER ALIA, the Company assigns to the
      Owner Trustee certain rights of the Company under the aircraft purchase
      agreement with respect to such Leased Aircraft.

            PARTICIPATION AGREEMENT:  Means each Participation Agreement to
      be entered into, or entered into (as the case may be), by the Trustee
      pursuant to the NPA, as the same may be amended, supplemented or
      otherwise modified in accordance with its terms.

            POOL BALANCE:  Means, as of any date, (i) the original aggregate
      face amount of the Applicable Certificates less (ii) the aggregate
      amount of all payments made in respect of such Applicable Certificates
      or in respect of Deposits other than payments made in respect of
      interest or premium thereon or reimbursement of any costs or expenses
      incurred in connection therewith.  The Pool Balance as of any
      Distribution Date shall be computed after giving effect to any special
      distribution with respect to unused Deposits, payment of principal of
      the Equipment Notes or payment with respect to other Trust Property and
      the distribution thereof to be made on that date.

            POOL FACTOR:  Means, as of any Distribution Date, the quotient
      (rounded to the seventh decimal place) computed by dividing (i) the
      Pool Balance by (ii) the original aggregate face amount of the
      Applicable Certificates.  The Pool Factor as of any Distribution Date
      shall be computed after giving effect to any special distribution with
      respect to unused Deposits, payment of principal of the Equipment Notes
      or payments with respect to other Trust Property and the distribution
      thereof to be made on that date.

            PROSPECTUS SUPPLEMENT:  Means the Prospectus Supplement dated
      November 14, 2000 relating to the offering of the Applicable
      Certificates and the Certificates issued under the Other Agreements.

            RELATED PASS THROUGH TRUST AGREEMENT:  Means the Basic Agreement
      as supplemented by the Trust Supplement No. 2000-2C-S dated the date

<PAGE>

      hereof relating to the Continental Airlines Pass Through Trust
      2000-2C-S and entered into by the Company and the Trustee, which
      agreement becomes effective upon the execution and delivery of the
      Assignment and Assumption Agreement pursuant to Section 7.01 of this
      Trust Supplement.

            RELATED TRUST:  Means the Continental Pass Through Trust
      2000-2C-S, to be formed under the Related Pass Through Trust Agreement.

            RELATED TRUSTEE:  Means the trustee under the Related Pass
      Through Trust Agreement.

            SCHEDULED DELIVERY DATE:  Has the meaning specified in the NPA.

            SPECIAL PAYMENT:  Means any payment (other than a Scheduled
      Payment) in respect of, or any proceeds of, any Equipment Note, Trust
      Indenture Estate (as defined in each Leased Aircraft Indenture) or
      Collateral (as defined in each Owned Aircraft Indenture).

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Has the meaning specified in Section 7.01 of this
      Trust Supplement.

            TRIGGERING EVENT:  Has the meaning assigned to such term in the
      Intercreditor Agreement.

            TRUST PROPERTY:  Means (i) subject to the Intercreditor
      Agreement, the Equipment Notes held as the property of the Applicable
      Trust, all monies at any time paid thereon and all monies due and to
      become due thereunder, (ii) funds from time to time deposited in the
      Certificate Account and the Special Payments Account and, subject to
      the Intercreditor Agreement, any proceeds from the sale by the Trustee
      pursuant to Article VI of the Basic Agreement of any Equipment Note and
      (iii) all rights of the Applicable Trust and the Trustee, on behalf of
      the Applicable Trust, under the Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Liquidity Facility, including, without
      limitation, all rights to receive certain payments thereunder, and all
      monies paid to the Trustee on behalf of the Applicable Trust pursuant
      to the Intercreditor Agreement or the Liquidity Facility, PROVIDED that
      rights with respect to the Deposits or under the Escrow Agreement,
      except for the right to direct withdrawals for the purchase of
      Equipment Notes to be held herein, will not constitute Trust Property.

            TRUST SUPPLEMENT:  Has the meaning specified in the first
      paragraph of this trust supplement.

            UNDERWRITERS:  Means, collectively, Credit Suisse First Boston
      Corporation, Morgan Stanley & Co. Incorporated, Chase Securities Inc.,
      Goldman, Sachs & Co. and Salomon Smith Barney Inc.


<PAGE>

            UNDERWRITING AGREEMENT:  Means the Underwriting Agreement dated
      November 14, 2000 among the Underwriters, the Company and the
      Depositary, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with its terms.


                                 ARTICLE III
                       STATEMENTS TO CERTIFICATEHOLDERS

            Section 3.01.  STATEMENTS TO APPLICABLE CERTIFICATEHOLDERS.
(a)  On each Distribution Date, the Trustee will include with each
distribution to Applicable Certificateholders of a Scheduled Payment or
Special Payment, as the case may be, a statement setting forth the
information provided below (in the case of a Special Payment, reflecting in
part the information provided by the Escrow Paying Agent under the Escrow
Agreement).  Such statement shall set forth (per $1,000 face amount
Applicable Certificate as to (ii), (iii), (iv) and (v) below) the following
information:

            (i)   the aggregate amount of funds distributed on such
      Distribution Date under the Agreement and under the Escrow Agreement,
      indicating the amount allocable to each source;

            (ii)  the amount of such distribution under the Agreement
      allocable to principal and the amount allocable to premium, if any;

            (iii) the amount of such distribution under the Agreement
      allocable to interest;

            (iv)  the amount of such distribution under the Escrow Agreement
      allocable to interest;

            (v)   the amount of such distribution under the Escrow Agreement
      allocable to unused Deposits, if any; and

            (vi)  the Pool Balance and the Pool Factor.

            With respect to the Applicable Certificates registered in the
name of a Clearing Agency, on the Record Date prior to each Distribution
Date, the Trustee will request from such Clearing Agency a securities
position listing setting forth the names of all Clearing Agency Participants
reflected on such Clearing Agency's books as holding interests in the
Applicable Certificates on such Record Date.  On each Distribution Date, the
Trustee will mail to each such Clearing Agency Participant the statement
described above and will make available additional copies as requested by
such Clearing Agency Participant for forwarding to holders of interests in
the Applicable Certificates.

            (b)   Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar
year was an Applicable Certificateholder of record a statement containing the
sum of the amounts determined pursuant to clauses (a)(i), (a)(ii), (a)(iii),
(a)(iv) and (a)(v) above for such calendar year or, in the event such Person

<PAGE>

was an Applicable Certificateholder of record during a portion of such
calendar year, for such portion of such year, and such other items as are
readily available to the Trustee and which an Applicable Certificateholder
shall reasonably request as necessary for the purpose of such Applicable
Certificateholder's preparation of its federal income tax returns.  Such
statement and such other items shall be prepared on the basis of information
supplied to the Trustee by the Clearing Agency Participants and shall be
delivered by the Trustee to such Clearing Agency Participants to be available
for forwarding by such Clearing Agency Participants to the holders of
interests in the Applicable Certificates in the manner described in Section
3.01(a) of this Trust Supplement.

            (c)   If the aggregate principal payments scheduled for a Regular
Distribution Date prior to the Delivery Period Termination Date differ from
the amount thereof set forth for the Applicable Certificates on page S-36 of
the Prospectus Supplement, by no later than the 15th day prior to such
Regular Distribution Date, the Trustee shall mail written notice of the
actual amount of such scheduled payments to the Applicable Certificateholders
of record as of a date within 15 Business Days prior to the date of mailing.

            (d)   Promptly following (i) the Delivery Period Termination
Date, if there has been any change in the information set forth in clauses
(x), (y) and (z) below from that set forth in page S-36 of the Prospectus
Supplement, and (ii) the date of any early redemption or purchase of, or any
default in the payment of principal or interest in respect of, any of the
Equipment Notes held in the Applicable Trust, or any Final Withdrawal, the
Trustee shall furnish to Applicable Certificateholders of record on such date
a statement setting forth (x) the expected Pool Balances for each subsequent
Regular Distribution Date following the Delivery Period Termination Date,
(y) the related Pool Factors for such Regular Distribution Dates and (z) the
expected principal distribution schedule of the Equipment Notes, in the
aggregate, held as Trust Property at the date of such notice.  With respect
to the Applicable Certificates registered in the name of a Clearing Agency,
on the Delivery Period Termination Date, the Trustee will request from such
Clearing Agency a securities position listing setting forth the names of all
Clearing Agency Participants reflected on such Clearing Agency's books as
holding interests in the Applicable Certificates on such date.  The Trustee
will mail to each such Clearing Agency Participant the statement described
above and will make available additional copies as requested by such Clearing
Agency Participant for forwarding to holders of interests in the Applicable
Certificates.

            (e)   This Section 3.01 supersedes and replaces Section 4.03 of
the Basic Agreement, with respect to the Applicable Trust.


                                  ARTICLE IV
                                   DEFAULT

            Section 4.01.  PURCHASE RIGHTS OF CERTIFICATEHOLDERS.  (a)  At
any time after the occurrence and during the continuation of a Triggering
Event, each Applicable Certificateholder shall have the right (which shall
not expire upon any purchase of the Class A-2 Certificates pursuant to the
Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates
pursuant to the Class A-2 Trust Agreement or any purchase of the Class A-1
Certificates and the Class A-2 Certificates pursuant to the Class B Trust
Agreement) to purchase, for the purchase prices set forth in the Class A-1

<PAGE>

Trust Agreement, the Class A-2 Trust Agreement and the Class B Trust
Agreement, respectively, all, but not less than all, of the Class A-1
Certificates, the Class A-2 Certificates and the Class B Certificates upon
ten days' written notice to the Class A-1 Trustee, the Class A-2 Trustee, the
Class B Trustee and each other Applicable Certificateholder, PROVIDED that
(i) if prior to the end of such ten-day period any other Applicable
Certificateholder notifies such purchasing Applicable Certificateholder that
such other Applicable Certificateholder wants to participate in such
purchase, then such other Applicable Certificateholder may join with the
purchasing Applicable Certificateholder to purchase all, but not less than
all, of the Class A-1 Certificates, the Class A-2 Certificates and the Class
B Certificates pro rata based on the Fractional Undivided Interest in the
Applicable Trust held by each such Applicable Certificateholder and (ii) if
prior to the end of such ten-day period any other Applicable
Certificateholder fails to notify the purchasing Applicable Certificateholder
of such other Applicable Certificateholder's desire to participate in such a
purchase, then such other Applicable Certificateholder shall lose its right
to purchase the Class A-1 Certificates, the Class A-2 Certificates and the
Class B Certificates pursuant to this Section 4.01(a).

            (b)   By acceptance of its Applicable Certificate, each
Applicable Certificateholder agrees that at any time after the occurrence and
during the continuation of a Triggering Event, each holder of a Class D
Certificate (a "CLASS D CERTIFICATEHOLDER") shall have the right (which shall
not expire upon any purchase of the Class A-2 Certificates pursuant to the
Class A-1 Trust Agreement, any purchase of the Class A-1 Certificates
pursuant to the Class A-2 Trust Agreement, any purchase of the Class A-1
Certificates and the Class A-2 Certificates pursuant to the Class B Trust
Agreement or any purchase of Certificates pursuant to clause (a) above) to
purchase all, but not less than all, of the Class A-1 Certificates, the Class
A-2 Certificates, the Class B Certificates and the Applicable Certificates
upon ten days' written notice to the Class A-1 Trustee, the Class A-2
Trustee, the Class B Trustee, the Trustee and each other Class D
Certificateholder, PROVIDED that (A) if prior to the end of such ten-day
period any other Class D Certificateholder notifies such purchasing Class D
Certificateholder that such other Class D Certificateholder wants to
participate in such purchase, then such other Class D Certificateholder may
join with the purchasing Class D Certificateholder to purchase all, but not
less than all, of the Class A-1 Certificates, the Class A-2 Certificates, the
Class B Certificates and the Applicable Certificates pro rata based on the
Fractional Undivided Interest in the Class D Trust held by each such Class D
Certificateholder and (B) if prior to the end of such ten-day period any
other Class D Certificateholder fails to notify the purchasing Class D
Certificateholder of such other Class D Certificateholder's desire to
participate in such a purchase, then such other Class D Certificateholder
shall lose its right to purchase the Class A-1 Certificates, the Class A-2
Certificates, the Class B Certificates and the Applicable Certificates
pursuant to this Section 4.01(b).

            The purchase price with respect to the Applicable Certificates
shall be equal to the Pool Balance of the Applicable Certificates, together
with accrued and unpaid interest thereon to the date of such purchase,
without premium, but including any other amounts then due and payable to the
Applicable Certificateholders under the Agreement, the Intercreditor
Agreement, the Escrow Agreement or any Note Document or on or in respect of
the Applicable Certificates; PROVIDED, HOWEVER, that no such purchase of
Applicable Certificates shall be effective unless the purchaser(s) shall
certify to the Trustee that contemporaneously with such purchase, such
purchaser(s) is (are) purchasing, pursuant to the terms of the Agreement and

<PAGE>

the Other Agreements, the Class A-1 Certificates, the Class A-2 Certificates,
the Class B Certificates and the Applicable Certificates that are senior to
the securities held by such purchaser(s).  Each payment of the purchase price
of the Applicable Certificates referred to in the first sentence hereof shall
be made to an account or accounts designated by the Trustee and each such
purchase shall be subject to the terms of this Section 4.01(b).  Each
Applicable Certificateholder agrees by its acceptance of its Applicable
Certificate that (at any time after the occurrence and during the
continuation of a Triggering Event) it will, upon payment from such Class D
Certificateholder(s) of the purchase price set forth in the first sentence of
this paragraph, (i) forthwith sell, assign, transfer and convey to the
purchaser(s) thereof (without recourse, representation or warranty of any
kind except for its own acts), all of the right, title, interest and
obligation of such Applicable Certificateholder in the Agreement, the Escrow
Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
Facility, the NPA, the Note Documents and all Applicable Certificates and
Escrow Receipts held by such Applicable Certificateholder (excluding all
right, title and interest under any of the foregoing to the extent such
right, title or interest is with respect to an obligation not then due and
payable as respects any action or inaction or state of affairs occurring
prior to such sale) (and the purchaser shall assume all of such Applicable
Certificateholder's obligations under the Agreement, the Escrow Agreement,
the Deposit Agreement, the Intercreditor Agreement, the Liquidity Facility,
the NPA, the Note Documents and all such Applicable Certificates and Escrow
Receipts), (ii) if such purchase occurs after a record date specified in
Section 2.03 of the Escrow Agreement relating to the distribution of unused
Deposits and/or accrued and unpaid interest on Deposits and prior to or on
the related distribution date thereunder, forthwith turn over to the
purchaser(s) of its Applicable Certificate all amounts, if any, received by
it on account of such distribution, and (iii) if such purchase occurs after a
Record Date relating to any distribution and prior to or on the related
Distribution Date, forthwith turn over to the purchaser(s) of its Applicable
Certificate all amounts, if any, received by it on account of such
distribution.  The Applicable Certificates will be deemed to be purchased on
the date payment of the purchase price is made notwithstanding the failure of
the Applicable Certificateholders to deliver any Applicable Certificates and,
upon such a purchase, (I) the only rights of the Applicable
Certificateholders will be to deliver the Applicable Certificates to the
purchaser(s) and receive the purchase price for such Applicable Certificates
and (II) if the purchaser(s) shall so request, such Applicable
Certificateholder will comply with all the provisions of Section 3.04 of the
Basic Agreement to enable new Applicable Certificates to be issued to the
purchaser in such denominations as it shall request.  All charges and
expenses in connection with the issuance of any such new Applicable
Certificates shall be borne by the purchaser thereof.

            As used in this Section 4.01 and elsewhere in this Trust
Supplement, the terms "Class A-1 Certificate", "Class A-1 Trust", "Class A-1
Trust Agreement", "Class A-1 Trustee", "Class A-2 Certificate", "Class A-2
Trust", "Class A-2 Trust Agreement", "Class A-2 Trustee", "Class B
Certificate", "Class B Trust", "Class B Trust Agreement", "Class B Trustee",
"Class D Certificate" and "Class D Trust", shall have the respective meanings
assigned to such terms in the Intercreditor Agreement.

            (c)   This Section 4.01 supersedes and replaces Section 6.01(b)
of the Basic Agreement, with respect to the Applicable Trust.


<PAGE>

            Section 4.02. AMENDMENT OF SECTION 6.05 OF THE BASIC AGREEMENT.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase "and thereby annul any Direction
given by such Certificateholders or the Trustee to such Loan Trustee with
respect thereto," set forth in the first sentence thereof.


                                  ARTICLE V
                                 THE TRUSTEE

            Section 5.01.  DELIVERY OF DOCUMENTS; DELIVERY DATES. (a)  The
Trustee is hereby directed (i) to execute and deliver the Intercreditor
Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date,
each in the form delivered to the Trustee by the Company, and (ii) subject to
the respective terms thereof, to perform its obligations thereunder.  Upon
request of the Company and the satisfaction or waiver of the closing
conditions specified in the Underwriting Agreement, the Trustee shall
execute, deliver, authenticate, issue and sell Applicable Certificates in
authorized denominations equaling in the aggregate the amount set forth, with
respect to the Applicable Trust, in Schedule I to the Underwriting Agreement
evidencing the entire ownership interest in the Applicable Trust, which
amount equals the maximum aggregate principal amount of Equipment Notes which
may be purchased by the Trustee pursuant to the NPA.  Except as provided in
Sections 3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, the Trustee shall
not execute, authenticate or deliver Applicable Certificates in excess of the
aggregate amount specified in this paragraph.  The provisions of this
Section 5.01(a) supersede and replace the first sentence of Section 3.02(a)
of the Basic Agreement, with respect to the Applicable Trust.

            (b)   On or after the Issuance Date, the Company may deliver from
time to time to the Trustee a Delivery Notice relating to one or more
Equipment Notes.  After receipt of a Delivery Notice and in any case no later
than one Business Day prior to a Scheduled Delivery Date as to which such
Delivery Notice relates (the "APPLICABLE DELIVERY DATE"), the Trustee shall
(as and when specified in the Delivery Notice) instruct the Escrow Agent to
provide a Notice of Purchase Withdrawal to the Depositary requesting (A) the
withdrawal of one or more Deposits on the Applicable Delivery Date in
accordance with and to the extent permitted by the terms of the Escrow
Agreement and the Deposit Agreement and (B) the payment of all, or a portion,
of such Deposit or Deposits in an amount equal in the aggregate to the
purchase price of such Equipment Notes to or on behalf of the Owner Trustee
or the Company, as the case may be, issuing such Equipment Notes, all as
shall be described in the Delivery Notice; PROVIDED that, if the Issuance
Date is an Applicable Delivery Date, the Trustee shall not so instruct the
Escrow Agent, and the purchase price of such Equipment Notes shall be paid
from a portion of the proceeds of the sale of the Applicable Certificates.
The Trustee shall (as and when specified in such Delivery Notice), subject to
the conditions set forth in Section 2 of the NPA, enter into and perform its
obligations under the Participation Agreement specified in such Delivery
Notice (the "APPLICABLE PARTICIPATION AGREEMENT") and cause such
certificates, documents and legal opinions relating to the Trustee to be duly
delivered as required by the Applicable Participation Agreement.  If at any
time prior to the Applicable Delivery Date, the Trustee receives a notice of
postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee
shall give the Depositary (with a copy to the Escrow Agent) a notice of
cancellation of such Notice of Purchase Withdrawal relating to such Deposit
or Deposits on such Applicable Delivery Date.  Upon satisfaction of the

<PAGE>

conditions specified in the NPA and the Applicable Participation Agreement,
the Trustee shall purchase the applicable Equipment Notes with the proceeds
of the withdrawals of one or more Deposits made on the Applicable Delivery
Date in accordance with the terms of the Deposit Agreement and the Escrow
Agreement (or, if the Issuance Date is the Applicable Delivery Date with
respect to such Applicable Participation Agreement, from a portion of the
proceeds of the sale of the Applicable Certificates).  The purchase price of
such Equipment Notes shall equal the principal amount of such Equipment
Notes.  Amounts withdrawn from such Deposit or Deposits in excess of the
purchase price of the Equipment Notes or to the extent not applied on the
Applicable Delivery Date to the purchase price of the Equipment Notes, shall
be re-deposited by the Trustee with the Depositary on the Applicable Delivery
Date in accordance with the terms of the Deposit Agreement.  The provisions
of this Section 5.01(b) supersede and replace the provisions of Section 2.02
of the Basic Agreement with respect to the Applicable Trust, and all
provisions of the Basic Agreement relating to Postponed Notes and Section
2.02 of the Basic Agreement shall not apply to the Applicable Trust.

            (c)   The Trustee acknowledges its acceptance of all right, title
and interest in and to the Trust Property to be acquired pursuant to Section
5.01(b) of this Trust Supplement, the NPA and each Applicable Participation
Agreement, and declares that it holds and will hold such right, title and
interest for the benefit of all present and future Applicable
Certificateholders, upon the trusts set forth in this Agreement.  By its
acceptance of an Applicable Certificate, each initial Applicable
Certificateholder, as a grantor of the Applicable Trust, joins with the
Trustee in the creation of the Applicable Trust.  The provisions of this
Section 5.01(c) supersede and replace the provisions of Section 2.03 of the
Basic Agreement, with respect to the Applicable Trust.

            Section 5.02. WITHDRAWAL OF DEPOSITS. If any Deposits remain
outstanding on the Business Day next succeeding the Cut-off Date, the Trustee
shall give the Escrow Agent notice that the Trustee's obligation to purchase
Equipment Notes under the NPA has terminated and instruct the Escrow Agent to
provide a notice of Final Withdrawal to the Depositary substantially in the form
of Exhibit B to the Deposit Agreement (the "FINAL WITHDRAWAL NOTICE").

            Section 5.03. THE TRUSTEE. (a) Subject to Section 5.04 of this Trust
Supplement and Section 7.15 of the Basic Agreement, the Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement, the Deposit Agreement, the NPA or the
Escrow Agreement or the due execution hereof or thereof by the Company or the
other parties thereto (other than the Trustee), or for or in respect of the
recitals and statements contained herein or therein, all of which recitals and
statements are made solely by the Company, except that the Trustee hereby
represents and warrants that each of this Trust Supplement, the Basic Agreement,
each Applicable Certificate, the Intercreditor Agreement, the NPA and the Escrow
Agreement has been executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.

            (b)   Except as herein otherwise provided and except during the
continuation of an Event of Default in respect of the Applicable Trust
created hereby, no duties, responsibilities or liabilities are assumed, or
shall be construed to be assumed, by the Trustee by reason of this Trust
Supplement other than as set forth in the Agreement, and this Trust

<PAGE>

Supplement is executed and accepted on behalf of the Trustee, subject to all
the terms and conditions set forth in the Agreement, as fully to all intents
as if the same were herein set forth at length.

            Section 5.04. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE. The
Trustee hereby represents and warrants that:

            (a)   the Trustee has full power, authority and legal right to
      execute, deliver and perform this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to
      which it is or is to become a party and has taken all necessary action
      to authorize the execution, delivery and performance by it of this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement,
      the NPA and the Note Documents to which it is or is to become a party;

            (b)   the execution, delivery and performance by the Trustee of
      this Trust Supplement, the Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to
      become a party (i) will not violate any provision of any United States
      federal law or the law of the state of the United States where it is
      located governing the banking and trust powers of the Trustee or any
      order, writ, judgment, or decree of any court, arbitrator or
      governmental authority applicable to the Trustee or any of its assets,
      (ii) will not violate any provision of the articles of association or
      by-laws of the Trustee, and (iii) will not violate any provision of, or
      constitute, with or without notice or lapse of time, a default under,
      or result in the creation or imposition of any lien on any properties
      included in the Trust Property pursuant to the provisions of any
      mortgage, indenture, contract, agreement or other undertaking to which
      it is a party, which violation, default or lien could reasonably be
      expected to have an adverse effect on the Trustee's performance or
      ability to perform its duties hereunder or thereunder or on the
      transactions contemplated herein or therein;

            (c)   the execution, delivery and performance by the Trustee of
      this Trust Supplement, the Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to
      become a party will not require the authorization, consent, or approval
      of, the giving of notice to, the filing or registration with, or the
      taking of any other action in respect of, any governmental authority or
      agency of the United States or the state of the United States where it
      is located regulating the banking and corporate trust activities of the
      Trustee; and

            (d)   this Trust Supplement, the Intercreditor Agreement, the
      Escrow Agreement, the NPA and the Note Documents to which it is or is
      to become a party have been, or will be, as applicable, duly executed
      and delivered by the Trustee and constitute, or will constitute, as
      applicable, the legal, valid and binding agreements of the Trustee,
      enforceable against it in accordance with their respective terms;
      PROVIDED, HOWEVER, that enforceability may be limited by (i) applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws
      affecting the rights of creditors generally and (ii) general principles
      of equity.

            Section 5.05.  TRUSTEE LIENS.  The Trustee in its individual
capacity agrees, in addition to the agreements contained in Section 7.17 of

<PAGE>

the Basic Agreement, that it will at its own cost and expense promptly take
any action as may be necessary to duly discharge and satisfy in full any
Trustee's Liens on or with respect to the Trust Property which is
attributable to the Trustee in its individual capacity and which is unrelated
to the transactions contemplated by the Intercreditor Agreement or the NPA.


                                  ARTICLE VI
                ADDITIONAL AMENDMENT; SUPPLEMENTAL AGREEMENTS

            Section 6.01.  AMENDMENT OF SECTION 5.02 OF THE BASIC AGREEMENT.
Section 5.02 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by (i) replacing the phrase "of the Note Documents and of
this Agreement" set forth in paragraph (b) thereof with the phrase "of the
Note Documents, of the NPA and of this Agreement" and (ii) replacing the
phrase "of this Agreement and any Note Document" set forth in the last
paragraph of Section 5.02 with the phrase "of this Agreement, the NPA and any
Note Document".

            Section 6.02.  SUPPLEMENTAL AGREEMENTS WITHOUT CONSENT OF
APPLICABLE CERTIFICATEHOLDERS.  Without limitation of Section 9.01 of the
Basic Agreement, under the terms of, and subject to the limitations contained
in, Section 9.01 of the Basic Agreement, the Company may (but will not be
required to), and the Trustee (subject to Section 9.03 of the Basic
Agreement) shall, at the Company's request, at any time and from time to
time, (i) enter into one or more agreements supplemental to the Escrow
Agreement, the NPA or the Deposit Agreement, for any of the purposes set
forth in clauses (1) through (9) of such Section 9.01, and (without
limitation of the foregoing or Section 9.01 of the Basic Agreement) (a)
clauses (2) and (3) of such Section 9.01 shall also be deemed to include the
Company's obligations under (in the case of clause (2)), and the Company's
rights and powers conferred by (in the case of clause (3)), the NPA, and
(b) references in clauses (4), (6) and (7) of such Section 9.01 to "any
Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
refer to "the Intercreditor Agreement, the Liquidity Facility, the Escrow
Agreement, the NPA or the Deposit Agreement" and (ii) enter into one or more
agreements supplemental to this Agreement to provide for the formation of a
Class D Trust, the issuance of Class D Certificates, the purchase by the
Class D Trust of Equipment Notes and other matters incidental thereto or
otherwise contemplated by Section 2.01(b) of the Basic Agreement.

            Section 6.03.  SUPPLEMENTAL AGREEMENTS WITH CONSENT OF APPLICABLE
CERTIFICATEHOLDERS.  Without limitation of Section 9.02 of the Basic
Agreement, the provisions of Section 9.02 of the Basic Agreement shall apply
to agreements or amendments for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of the Escrow
Agreement, the Deposit Agreement or the NPA or modifying in any manner the
rights and obligations of the Applicable Certificateholders under the Escrow
Agreement, the Deposit Agreement or the NPA; provided that the provisions of
Section 9.02(1) of the Basic Agreement shall be deemed to include reductions
in any manner of, or delay in the timing of, any receipt by the Applicable
Certificateholders of payments upon the Deposits.

<PAGE>

                                 ARTICLE VII
                             TERMINATION OF TRUST

            Section 7.01.  TERMINATION OF THE APPLICABLE TRUST.  (a) The
respective obligations and responsibilities of the Company and the Trustee
with respect to the Applicable Trust shall terminate upon the earlier of (A)
the completion of the assignment, transfer and discharge described in the
first sentence of the immediately following paragraph and (B) distribution to
all Applicable Certificateholders and the Trustee of all amounts required to
be distributed to them pursuant to this Agreement and the disposition of all
property held as part of the Trust Property; PROVIDED, HOWEVER, that in no
event shall the Applicable Trust continue beyond one hundred ten (110) years
following the date of the execution of this Trust Supplement.

            Upon the earlier of (i) the first Business Day following February
1, 2002 or, if later, the fifth Business Day following the Delivery Period
Termination Date and (ii) the fifth Business Day following the date on which
a Triggering Event occurs (such date, the "TRANSFER DATE"), or, if later, the
date on which all of the conditions set forth in the immediately following
sentence have been satisfied, the Trustee is hereby directed (subject only to
the immediately following sentence) to, and the Company shall direct the
institution that will serve as the Related Trustee under the Related Pass
Through Trust Agreement to, execute and deliver the Assignment and Assumption
Agreement, pursuant to which the Trustee shall assign, transfer and deliver
all of the Trustee's right, title and interest to the Trust Property to the
Related Trustee under the Related Pass Through Trust Agreement.  The Trustee
and the Related Trustee shall execute and deliver the Assignment and
Assumption Agreement upon the satisfaction of the following conditions:

            (i)   The Trustee, the Related Trustee and each of the Rating
      Agencies then rating the Applicable Certificates shall have received an
      Officer's Certificate and an Opinion of Counsel dated the date of the
      Assignment and Assumption Agreement and each satisfying the
      requirements of Section 1.02 of the Basic Agreement, which Opinion of
      Counsel shall be substantially to the effect set forth below and may be
      relied upon by the Beneficiaries (as defined in the Assignment and
      Assumption Agreement):

                  (I)   Upon the execution and delivery thereof by the
            parties thereto in accordance with the terms of this Agreement
            and the Related Pass Through Trust Agreement, the Assignment and
            Assumption Agreement will constitute the valid and binding
            obligation of each of the parties thereto enforceable against
            each such party in accordance with its terms;

                  (II)  Upon the execution and delivery of the Assignment and
            Assumption Agreement in accordance with the terms of this
            Agreement and the Related Pass Through Trust Agreement, each of
            the Applicable Certificates then Outstanding will be entitled to
            the benefits of the Related Pass Through Trust Agreement;

                  (III) The Related Trust is not required to be registered as
            an investment company under the Investment Company Act of 1940,
            as amended;

<PAGE>

                  (IV)  The Related Pass Through Trust Agreement constitutes
            the valid and binding obligation of the Company enforceable
            against the Company in accordance with its terms; and

                  (V)   Neither the execution and delivery of the Assignment
            and Assumption Agreement in accordance with the terms of this
            Agreement and the Related Pass Through Trust Agreement, nor the
            consummation by the parties thereto of the transactions
            contemplated to be consummated thereunder on the date thereof,
            will violate any law or governmental rule or regulation of the
            State of New York or the United States of America known to such
            counsel to be applicable to the transactions contemplated by the
            Assignment and Assumption Agreement.

            (ii)  The Trustee and the Company shall have received (x) a copy
      of the articles of incorporation and bylaws of the Related Trustee
      certified as of the Transfer Date by the Secretary or Assistant
      Secretary of such institution and (y) a copy of the filing (including
      all attachments thereto) made by the institution serving as the Related
      Trustee with the Office of the Superintendent, State of New York
      Banking Department for the qualification of the Related Trustee under
      Section 131(3) of the New York Banking Law.

Upon the execution of the Assignment and Assumption Agreement by the parties
thereto, the Applicable Trust shall be terminated, the Applicable
Certificateholders shall receive beneficial interests in the Related Trust in
exchange for their interests in the Applicable Trust equal to their
respective beneficial interests in the Applicable Trust, and the Outstanding
Applicable Certificates representing Fractional Undivided Interests in the
Applicable Trust shall be deemed for all purposes of this Agreement and the
Related Pass Through Trust Agreement, without further signature or action of
any party or Applicable Certificateholder, to be certificates representing
the same fractional undivided interests in the Related Trust and its trust
property.  By acceptance of its Applicable Certificate, each Applicable
Certificateholder consents to such assignment, transfer and delivery of the
Trust Property to the trustee of the Related Trust upon the execution and
delivery of the Assignment and Assumption Agreement.

            In connection with the occurrence of the event set forth in
clause (B) above, notice of such termination, specifying the Distribution
Date upon which the Applicable Certificateholders may surrender their
Applicable Certificates to the Trustee for payment of the final distribution
and cancellation, shall be mailed promptly by the Trustee to Applicable
Certificateholders not earlier than the 60th day and not later than the 15th
day next preceding such final Distribution Date specifying (A) the
Distribution Date upon which the proposed final payment of the Applicable
Certificates will be made upon presentation and surrender of Applicable
Certificates at the office or agency of the Trustee therein specified, (B)
the amount of any such proposed final payment, and (C) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Applicable
Certificates at the office or agency of the Trustee therein specified.  The
Trustee shall give such notice to the Registrar at the time such notice is
given to Applicable Certificateholders.  Upon presentation and surrender of

<PAGE>

the Applicable Certificates in accordance with such notice, the Trustee shall
cause to be distributed to Applicable Certificateholders such final payments.

            In the event that all of the Applicable Certificateholders shall
not surrender their Applicable Certificates for cancellation within six
months after the date specified in the above-mentioned written notice, the
Trustee shall give a second written notice to the remaining Applicable
Certificateholders to surrender their Applicable Certificates for
cancellation and receive the final distribution with respect thereto.  No
additional interest shall accrue on the Applicable Certificates after the
Distribution Date specified in the first written notice.  In the event that
any money held by the Trustee for the payment of distributions on the
Applicable Certificates shall remain unclaimed for two years (or such lesser
time as the Trustee shall be satisfied, after sixty days' notice from the
Company, is one month prior to the escheat period provided under applicable
law) after the final distribution date with respect thereto, the Trustee
shall pay to each Loan Trustee the appropriate amount of money relating to
such Loan Trustee and shall give written notice thereof to the related Owner
Trustees, the Owner Participants and the Company.

            (b)   The provisions of this Section 7.01 supersede and replace
the provisions of Section 11.01 of the Basic Agreement in its entirety, with
respect to the Applicable Trust.


                                 ARTICLE VIII
                           MISCELLANEOUS PROVISIONS

            Section 8.01. BASIC AGREEMENT RATIFIED. Except and so far as herein
expressly provided, all of the provisions, terms and conditions of the Basic
Agreement are in all respects ratified and confirmed; and the Basic Agreement
and this Trust Supplement shall be taken, read and construed as one and the same
instrument. All replacements of provisions of, and other modifications of the
Basic Agreement set forth in this Trust Supplement are solely with respect to
the Applicable Trust.

            SECTION 8.02. GOVERNING LAW. THE AGREEMENT AND, UNTIL THE TRANSFER
DATE, THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE. THIS SECTION 8.02 SUPERSEDES
AND REPLACES SECTION 12.05 OF THE BASIC AGREEMENT, WITH RESPECT TO THE
APPLICABLE TRUST.

            Section 8.03. EXECUTION IN COUNTERPARTS. This Trust Supplement may
be executed in any number of counterparts, each of which shall be an original,
but such counterparts shall together constitute but one and the same instrument.

            Section 8.04. INTENTION OF PARTIES. The parties hereto intend that
the Applicable Trust be classified for U.S. federal income tax purposes as a
grantor trust under Subpart E, Part I of Subchapter J of the Internal Revenue
Code of 1986, as amended, and not as a trust or association taxable as a
corporation or as a partnership. Each Applicable Certificateholder and Investor,
by its acceptance of its Applicable Certificate or a beneficial interest
therein, agrees to treat the Applicable Trust as a grantor trust for all U.S.

<PAGE>

federal, state and local income tax purposes. The powers granted and obligations
undertaken pursuant to the Agreement shall be so construed so as to further such
intent.

<PAGE>

            IN WITNESS WHEREOF, the Company and the Trustee have caused this
Trust Supplement to be duly executed by their respective officers thereto
duly authorized, as of the day and year first written above.

                                          CONTINENTAL AIRLINES, INC.



                                       By:
                                          --------------------------------------
                                          Name:  Gerald Laderman
                                          Title: Senior Vice President - Finance



                                          WILMINGTON TRUST COMPANY,
                                               as Trustee



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

<PAGE>

                                  EXHIBIT A

                             FORM OF CERTIFICATE

Certificate
No. ______

            [Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co.
or in such other name as is requested by an authorized representative of DTC
(and any payment is made to Cede & Co. or to such other entity as is
requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch the registered owner hereof, Cede & Co., has an interest herein.]<F1>



              CONTINENTAL AIRLINES PASS THROUGH TRUST 2000-2C-O

    8.312% Continental Airlines Pass Through Certificate, Series 2000-2C-O
                       Issuance Date: November 28, 2000

                     Final Maturity Date: October 2, 2012

            Evidencing A Fractional Undivided Interest In The
            Continental Airlines Pass Through Trust 2000-2C-O,
            The Property Of Which Shall Include Certain Equipment
            Notes Each Secured By An Aircraft Leased To Or Owned
            By Continental Airlines, Inc.



                 $____________ Fractional Undivided Interest
        representing .0007206480% of the Trust per $1,000 face amount

            THIS CERTIFIES THAT __________, for value received, is the
registered owner of a $___________ (__________________________________________
DOLLARS) Fractional Undivided Interest in the Continental Airlines Pass Through
Trust 2000-2C-O (the "TRUST") created by Wilmington Trust Company, as trustee
(the "TRUSTEE"), pursuant to a Pass Through Trust Agreement, dated as of
September 25, 1997 (the "BASIC AGREEMENT"), between the Trustee and Continental
Airlines, Inc., a Delaware corporation (the "COMPANY"), as supplemented by Trust
Supplement No. 2000-2C-O thereto, dated as of November 28, 2000 (the "TRUST
SUPPLEMENT" and, together with the Basic Agreement, the "AGREEMENT"), between
the Trustee and the Company, a summary of certain of the pertinent provisions of
which is set forth below. To the extent not otherwise defined herein, the

----------
<F1>
This legend to appear on Book-Entry Certificates to be deposited with the
Depository Trust Company.

<PAGE>

capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "8.312% Continental Airlines Pass Through Certificates, Series
2000-2C-O" (herein called the "CERTIFICATES"). This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement. By
virtue of its acceptance hereof, the holder of this Certificate (the
"CERTIFICATEHOLDER" and, together with all other holders of Certificates issued
by the Trust, the "CERTIFICATEHOLDERS") assents to and agrees to be bound by the
provisions of the Agreement and the Intercreditor Agreement. The property of the
Trust includes certain Equipment Notes and all rights of the Trust to receive
payments under the Intercreditor Agreement and the Liquidity Facility (the
"TRUST PROPERTY"). Each issue of the Equipment Notes is secured by, among other
things, a security interest in an Aircraft leased to or owned by the Company.

            The Certificates represent Fractional Undivided Interests in the
Trust and the Trust Property and have no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of the
Basic Agreement for any other series of certificates issued pursuant thereto.

            Subject to and in accordance with the terms of the Agreement and
the Intercreditor Agreement, from funds then available to the Trustee, there
will be distributed on each April 2 and October 2 (a "REGULAR DISTRIBUTION
DATE") commencing April 2, 2001, to the Person in whose name this Certificate
is registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to
the sum of such Scheduled Payments.  Subject to and in accordance with the
terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from
funds then available to the Trustee, there shall be distributed on the
applicable Special Distribution Date, to the Person in whose name this
Certificate is registered at the close of business on the 15th day preceding
the Special Distribution Date, an amount in respect of such Special Payments
on the Equipment Notes, the receipt of which has been confirmed by the
Trustee, equal to the product of the percentage interest in the Trust
evidenced by this Certificate and an amount equal to the sum of such Special
Payments so received.  If a Regular Distribution Date or Special Distribution
Date is not a Business Day, distribution shall be made on the immediately
following Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date and no interest shall
accrue during the intervening period.  The Trustee shall mail notice of each
Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

            Distributions on this Certificate will be made by the Trustee by
check mailed to the Person entitled thereto, without presentation or
surrender of this Certificate or the making of any notation hereon, except
that with respect to Certificates registered on the Record Date in the name
of a Clearing Agency (or its nominee), such distribution shall be made by
wire transfer.  Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Certificate will be
made after notice mailed by the Trustee of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency of the Trustee specified in such notice.


<PAGE>

            The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or
any affiliate thereof.  The Certificates are limited in right of payment, all
as more specifically set forth on the face hereof and in the Agreement.  All
payments or distributions made to Certificateholders under the Agreement
shall be made only from the Trust Property and only to the extent that the
Trustee shall have sufficient income or proceeds from the Trust Property to
make such payments in accordance with the terms of the Agreement.  Each
Certificateholder of this Certificate, by its acceptance hereof, agrees that
it will look solely to the income and proceeds from the Trust Property to the
extent available for distribution to such Certificateholder as provided in
the Agreement.  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, privileges, and duties evidenced
hereby.  A copy of the Agreement may be examined during normal business hours
at the principal office of the Trustee, and at such other places, if any,
designated by the Trustee, by any Certificateholder upon request.

            The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of
the Company and the rights of the Certificateholders under the Agreement at
any time by the Company and the Trustee with the consent of the
Certificateholders holding Certificates evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the Trust.  Any
such consent by the Certificateholder of this Certificate shall be conclusive
and binding on such Certificateholder and upon all future Certificateholders
of this Certificate and of any Certificate issued upon the transfer hereof or
in exchange hereof or in lieu hereof whether or not notation of such consent
is made upon this Certificate.  The Agreement also permits the amendment
thereof, in certain limited circumstances, without the consent of the
Certificateholders of any of the Certificates.

            As provided in the Agreement and subject to certain limitations
set forth therein, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer at
the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar, duly endorsed or accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Registrar, duly executed by the Certificateholder hereof or such
Certificateholder's attorney duly authorized in writing, and thereupon one or
more new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust will be issued to the
designated transferee or transferees.

            Under certain circumstances set forth in Section 7.01 of the
Trust Supplement, all of the Trustee's right, title and interest to the Trust
Property may be assigned, transferred and delivered to the Related Trustee of
the Related Trust pursuant to the Assignment and Assumption Agreement.  Upon
the effectiveness of such Assignment and Assumption Agreement (the
"TRANSFER"), the Trust shall be terminated, the Certificateholders shall
receive beneficial interests in the Related Trust in exchange for their
interests in the Trust equal to their respective beneficial interests in the
Trust, the Certificates representing Fractional Undivided Interests in the
Trust shall be deemed for all purposes of the Agreement and the Related Pass
Through Trust Agreement to be certificates representing the same fractional
undivided interests in the Related Trust and its trust property.  Each
Certificateholder, by its acceptance of this Certificate or a beneficial
interest herein, agrees to be bound by the Assignment and Assumption

<PAGE>

Agreement and subject to the terms of the Related Pass Through Trust
Agreement as a Certificateholder thereunder.  From and after the Transfer,
unless and to the extent the context otherwise requires, references herein to
the Trust, the Agreement and the Trustee shall constitute references to the
Related Trust, the Related Pass Through Trust Agreement and trustee of the
Related Trust, respectively.

            The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 Fractional Undivided
Interest and integral multiples thereof except that one Certificate may be
issued in a different denomination.  As provided in the Agreement and subject
to certain limitations therein set forth, the Certificates are exchangeable
for new Certificates of authorized denominations evidencing the same
aggregate Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.

            No service charge will be made for any such registration of
transfer or exchange, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

            Each Certificateholder and Investor, by its acceptance of this
Certificate or a beneficial interest herein, agrees to treat the Trust as a
grantor trust for all U.S. federal, state and local income tax purposes.

            The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered
as the owner hereof for all purposes, and neither the Trustee, the Registrar,
nor any such agent shall be affected by any notice to the contrary.

            The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant
to the Agreement and the disposition of all property held as part of the
Trust Property.

            Any Person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to have represented
and warranted to and for the benefit of each Owner Participant and the
Company that either:  (i) the assets of an employee benefit plan subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or of a plan subject to Section 4975 of the Internal Revenue Code
of 1986, as amended (the "CODE"), have not been used to purchase this
Certificate or an interest herein or (ii) the purchase and holding of this
Certificate or an interest herein are exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions.

            THE AGREEMENT AND, UNTIL THE TRANSFER, THIS CERTIFICATE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.  THE RELATED PASS THROUGH
TRUST AGREEMENT AND, FROM AND AFTER THE TRANSFER, THIS CERTIFICATE SHALL BE

<PAGE>

GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Unless the certificate of authentication hereon has been executed
by the Trustee, by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.

            IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.

                                    CONTINENTAL AIRLINES PASS THROUGH TRUST
                                    2000-2C-O

                                    By:  WILMINGTON TRUST COMPANY,
                                         as Trustee



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

<PAGE>

             FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned Agreement.

                                          WILMINGTON TRUST COMPANY,
                                          as Trustee



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

<PAGE>

                                  EXHIBIT B

                       [DTC Letter of Representations]

<PAGE>

                                  EXHIBIT C

                 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
              Continental Airlines Pass Through Trust 2000-2C-O

            ASSIGNMENT AND ASSUMPTION AGREEMENT (2000-2C), dated_________
__,______ (the "ASSIGNMENT AGREEMENT"), between Wilmington Trust Company, a
Delaware banking corporation ("WTC"), not in its individual capacity except
as expressly provided herein, but solely as trustee under the Pass Through
Trust Agreement dated as of September 25, 1997 (as amended or modified from
time to time, the "BASIC AGREEMENT"), as supplemented by the Trust Supplement
No. 2000-2C-O dated November 28, 2000 (the "TRUST SUPPLEMENT" and together
with the Basic Agreement, the "AGREEMENT") in respect of the Continental
Airlines Pass Through Trust 2000-2C-O (the "ASSIGNOR"), and Wilmington Trust
Company, a Delaware banking corporation, not in its individual capacity
except as expressly provided herein, but solely as trustee under the Basic
Agreement as supplemented by the Trust Supplement No. 2000-2C-S dated
November 28, 2000 (the "NEW SUPPLEMENT", and, together with the Basic
Agreement, the "NEW AGREEMENT") in respect of the Continental Airlines Pass
Through Trust 2000-2C-S (the "ASSIGNEE").

                             W I T N E S S E T H:

            WHEREAS, the parties hereto desire to effect on the date hereof
(the "TRANSFER DATE") (a) the transfer by the Assignor to the Assignee of all
of the right, title and interest of the Assignor in, under and with respect
to, among other things, the Trust Property and each of the documents listed
in Schedule I hereto (the "SCHEDULED DOCUMENTS") and (b) the assumption by
the Assignee of the obligations of the Assignor (i) under the Scheduled
Documents and (ii) in respect of the Applicable Certificates issued under the
Agreement; and

            WHEREAS, the Scheduled Documents permit such transfer upon
satisfaction of certain conditions heretofore or concurrently herewith being
complied with;

            NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and agreements herein contained, the parties hereto do
hereby agree as follows (capitalized terms used herein without definition
having the meaning ascribed thereto in the Agreement):

            1.    ASSIGNMENT.  The Assignor does hereby sell, assign, convey,
transfer and set over unto the Assignee as of the Transfer Date all of its
present and future right, title and interest in, under and with respect to
the Trust Property and the Scheduled Documents and each other contract,
agreement, document or instrument relating to the Trust Property or the
Scheduled Documents (such other contracts, agreements, documents or
instruments, together with the Scheduled Documents, to be referred to as the
"ASSIGNED DOCUMENTS"), and any proceeds therefrom, together with all
documents and instruments evidencing any of such right, title and interest.

            2.    ASSUMPTION.  The Assignee hereby assumes for the benefit of
the Assignor and each of the parties listed in Schedule II hereto
(collectively, the "BENEFICIARIES") all of the duties and obligations of the
Assignor, whenever accrued, pursuant to the Assigned Documents and hereby

<PAGE>

confirms that it shall be deemed a party to each of the Assigned Documents to
which the Assignor is a party and shall be bound by all the terms thereof
(including the agreements and obligations of the Assignor set forth therein)
as if therein named as the Assignor.  Further, the Assignee hereby assumes
for the benefit of the Assignor and the Beneficiaries all of the duties and
obligations of the Assignor under the Outstanding Applicable Certificates and
hereby confirms that the Applicable Certificates representing Fractional
Undivided Interests under the Agreement shall be deemed for all purposes of
the Agreement and the New Agreement to be certificates representing the same
fractional undivided interests under the New Agreement equal to their
respective beneficial interests in the trust created under the Agreement.

            3.    EFFECTIVENESS.  This Assignment Agreement shall be
effective upon the execution and delivery hereof by the parties hereto, and
each Applicable Certificateholder, by its acceptance of its Applicable
Certificate or a beneficial interest therein, agrees to be bound by the terms
of this Assignment Agreement.

            4.    PAYMENTS.  The Assignor hereby covenants and agrees to pay
over to the Assignee, if and when received following the Transfer Date, any
amounts (including any sums payable as interest in respect thereof) paid to
or for the benefit of the Assignor that, under Section 1 hereof, belong to
the Assignee.

            5.    FURTHER ASSURANCES.  The Assignor shall, at any time and
from time to time, upon the request of the Assignee, promptly and duly
execute and deliver any and all such further instruments and documents and
take such further action as the Assignee may reasonably request to obtain the
full benefits of this Assignment Agreement and of the right and powers herein
granted.  The Assignor agrees to deliver any Applicable Certificates, and all
Trust Property, if any, then in the physical possession of the Assignor, to
the Assignee.

            6.    REPRESENTATIONS AND WARRANTIES.  (a)  The Assignee
represents and warrants to the Assignor and each of the Beneficiaries that:

            (i)   it has all requisite power and authority and legal right to
      enter into and carry out the transactions contemplated hereby and to
      carry out and perform the obligations of the "Pass Through Trustee"
      under the Assigned Documents;

            (ii)  on and as of the date hereof, the representations and
      warranties of the Assignee set forth in Section 7.15 of the Basic
      Agreement and Section 5.04 of the New Supplement are true and correct.

            (b)   The Assignor represents and warrants to the Assignee that:

            (i)   it is duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the full trust
      power, authority and legal right under the laws of the State of
      Delaware and the United States pertaining to its trust and fiduciary
      powers to execute and deliver this Assignment Agreement;

            (ii)  the execution and delivery by it of this Assignment
      Agreement and the performance by it of its obligations hereunder have

<PAGE>

      been duly authorized by it and will not violate its articles of
      association or by-laws or the provisions of any indenture, mortgage,
      contract or other agreement to which it is a party or by which it is
      bound; and

            (iii)  this Assignment Agreement constitutes the legal, valid and
      binding obligations of it enforceable against it in accordance with its
      terms, except as the same may be limited by applicable bankruptcy,
      insolvency, reorganization, moratorium or similar laws affecting the
      rights of creditors generally and by general principles of equity,
      whether considered in a proceeding at law or in equity.

            7.    GOVERNING LAW.  THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

            8.    COUNTERPARTS.  This Assignment Agreement may be executed in
any number of counterparts, all of which together shall constitute a single
instrument.  It shall not be necessary that any counterpart be signed by both
parties so long as each party shall sign at least one counterpart.

            9.    THIRD PARTY BENEFICIARIES.  The Assignee hereby agrees, for
the benefit of the Beneficiaries, that its representations, warranties and
covenants contained herein are also intended to be for the benefit of each
Beneficiary, and each Beneficiary shall be deemed to be an express third
party beneficiary with respect thereto, entitled to enforce directly and in
its own name any rights or claims it may have against such party as such
beneficiary.

<PAGE>

            IN WITNESS WHEREOF, the parties hereto, through their respective
officers thereunto duly authorized, have duly executed this Assignment
Agreement as of the day and year first above written.

                                          ASSIGNOR:
                                          WILMINGTON TRUST COMPANY, not in
                                               its individual capacity except
                                               as expressly provided herein,
                                               but solely as trustee under
                                               the Pass Through Trust
                                               Agreement and Trust Supplement
                                               in respect of the Continental
                                               Airlines Pass Through Trust
                                               2000-2C-O



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

                                          ASSIGNEE:
                                          WILMINGTON TRUST COMPANY, not in
                                               its individual capacity except
                                               as expressly provided herein,
                                               but solely as trustee under
                                               the Pass Through Trust
                                               Agreement and Trust Supplement
                                               in respect of the Continental
                                               Airlines Pass Through Trust
                                               2000-2C-S



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

<PAGE>

                                  Schedule I

                        Schedule of Assigned Documents

            (1)   Intercreditor Agreement dated as of November 28, 2000 among
the Trustee, the Other Trustees, the Liquidity Provider, the liquidity
provider, if any, relating to the Certificates issued under (and as defined
in) each of the Other Agreements and the Subordination Agent.

            (2)   Escrow and Paying Agent Agreement (Class C) dated as of
November 28, 2000 among the Escrow Agent, the Underwriters, the Trustee and
the Paying Agent.

            (3)   Note Purchase Agreement dated as of November 28, 2000 among
the Company, the Trustee, the Other Trustees, the Depositary, the Escrow
Agent, the Paying Agent and the Subordination Agent.

            (4)   Deposit Agreement (Class C) dated as of November 28, 2000
between the Escrow Agent and the Depositary.

            (5)   Each of the Operative Agreements (as defined in the
Participation Agreement for each Aircraft) in effect as of the Transfer Date.

<PAGE>

                                 Schedule II

                          Schedule of Beneficiaries

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

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

Landesbank Hessen-Thuringen Girozentrale, as Liquidity Provider

Credit Suisse First Boston, acting through its New York branch, as Depositary

Continental Airlines, Inc.

Credit Suisse First Boston Corporation, as Underwriter

Morgan Stanley & Co. Incorporated, as Underwriter

Chase Securities Inc., as Underwriter

Goldman, Sachs & Co., as Underwriter

Salomon Smith Barney Inc., as Underwriter

First Security Bank, National Association, as Escrow Agent

Each of the other parties to the Assigned Documents