TRUST SUPPLEMENT No. 2000-2A-2-S

                             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


                                  $170,766,000

             Continental Airlines Pass Through Trust 2000-2A-2-S
                           7.487% Continental Airlines
                           Pass Through Certificates,
                               Series 2000-2A-2-S




<PAGE>


            This Trust Supplement No. 2000-2A-2-S, 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, as of the Transfer Date (as defined below), the Company
will have financed the acquisition of all or a portion of such Aircraft either
(i) through separate leveraged lease transactions, in which case the Company
leases such Aircraft (collectively, the "LEASED AIRCRAFT"), or (ii) through
separate secured loan transactions, in which case the Company owns such Aircraft
(collectively, the "OWNED AIRCRAFT");

            WHEREAS, as of the Transfer Date, in the case of each Leased
Aircraft, each Owner Trustee, acting on behalf of the corresponding Owner
Participant, will have issued 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, as of the Transfer Date, in the case of each Owned
Aircraft, the Company will have issued pursuant to an Indenture, on a recourse
basis, Equipment Notes to finance a portion of the purchase price of such Owned
Aircraft;

            WHEREAS, as of the Transfer Date, the Related Trustee will assign,
transfer and deliver all of such trustee's right, title and interest to the
trust property held by the Related Trustee to the Trustee pursuant to the
Assignment and Assumption Agreement (as defined below);

            WHEREAS, the Trustee, effective only, but automatically, upon
execution and delivery of the Assignment and Assumption Agreement, will be
deemed to have declared the creation of the Continental Airlines Pass Through
Trust 2000-2A-2-S (the "APPLICABLE TRUST") for the benefit of the Applicable
Certificateholders, and each Holder of Applicable Certificates outstanding as of
the Transfer Date, as the grantors of the Applicable Trust, by their respective
acceptances of such Applicable Certificates, will join in the creation of this
Applicable Trust with the Trustee;


<PAGE>

            WHEREAS, all Applicable Certificates (as defined below) deemed
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 Applicable
Certificates to which an Escrow Receipt (as defined below) has been affixed;

            WHEREAS, upon the execution and delivery of the Assignment and
Assumption Agreement, 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. The Applicable Certificates shall be
known as "7.487% Continental Airlines Pass Through Certificates, Series
2000-2A-2-S". 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 initially deemed issued under the Agreement shall be equal
      to the aggregate principal amount of "Outstanding" pass through
      certificates representing fractional undivided interests in the Related
      Trust on the Transfer Date. Subject to the preceding sentence and Section
      5.01 of this Trust Supplement and except for Applicable Certificates
      authenticated and delivered under Sections 3.03, 3.04, 3.05 and 3.06 of
      the Basic Agreement, no Applicable Certificates shall be authenticated
      under the Agreement.

            (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.


<PAGE>

            (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 as
      Exhibit A to the Related Pass Through Trust Supplement, with such
      appropriate insertions, omissions, substitutions and other variations as
      are required or permitted by the Related Pass Through Trust Agreement or
      the Agreement, as the case may be, or as the Trustee may deem appropriate,
      to reflect the fact that the Applicable Certificates are being issued
      under the Agreement as opposed to under the Related Pass Through Trust
      Agreement. 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 as Exhibit B to the Related Pass Through Trust Supplement.

            (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:  Means the Basic Agreement, as supplemented by this
      Trust Supplement.

            AIRCRAFT: Means each of the New Aircraft or Substitute Aircraft in
      respect of which a Participation Agreement is 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: Means any of the "Applicable Certificates"
      issued by the Related Trust and that are "Outstanding" (as defined in the
      Related Pass Through Trust Agreement) as of the Transfer Date (the
      "TRANSFER DATE CERTIFICATES") and any Certificate issued in exchange
      therefor or replacement thereof pursuant to the Agreement.

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

            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 to the Related
      Pass Through Trust Supplement executed and delivered in accordance with
      Section 7.01 of the Related 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)(iv) 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.

            DELIVERY NOTICE:  Has the meaning specified in the NPA.

            DELIVERY PERIOD TERMINATION DATE:  Has the meaning specified in
      the Related Pass Through Trust Supplement.

            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.

            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 Related Trustee (and after the
      Transfer Date, the Trustee) and the Underwriters, as the same may be
      amended, supplemented or otherwise modified from time to time in
      accordance with its terms.


<PAGE>

            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 April 2, 2012.

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

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

            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 Related Trustee (and after the Transfer
      Date, the Trustee), the Related Other Trustees (and after the Transfer
      Date, the Other Trustees), the Liquidity Provider, the liquidity providers
      relating to the Certificates issued under each of the Related Other Pass
      Through Trust 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.

            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,

<PAGE>

      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.

            NPA: Means the Note Purchase Agreement dated as of November 28, 2000
      among the Related Trustee (and after the Transfer Date, the Trustee), the
      Related Other Trustees (and after the Transfer Date, the Other Trustees),
      the Company, the Escrow Agent, the Escrow Paying Agent and the
      Subordination Agent, 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-S dated the date hereof relating to
      Continental Airlines Pass Through Trust 2000-2A-1-S, (ii) the Basic
      Agreement as supplemented by Trust Supplement No. 2000-2B-S dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-S and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-S dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-S.

            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-S, the Continental Airlines Pass Through Trust 2000-2B-S and
      the Continental Airlines Pass Through Trust 2000-2C-S, created by the
      Other Agreements.

            OUTSTANDING: When used with respect to Applicable Certificates,
      means, as of the date of determination, all Transfer Date Certificates,
      and all other Applicable Certificates theretofore authenticated and
      delivered under this Agreement, in each case except:


<PAGE>

                  (i)   Applicable Certificates theretofore canceled by the
            Registrar or delivered to the Trustee or the Registrar for
            cancellation;

                 (ii) Applicable Certificates for which money in the full amount
            required to make the final distribution with respect to such
            Applicable Certificates pursuant to Section 11.01 of the Basic
            Agreement has been theretofore deposited with the Trustee in trust
            for the Applicable Certificateholders as provided in Section 4.01 of
            the Basic Agreement pending distribution of such money to such
            Applicable Certificateholders pursuant to payment of such final
            distribution; and

               (iii) Applicable Certificates in exchange for or in lieu of which
            other Applicable Certificates have been authenticated and delivered
            pursuant to this Agreement.

            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 entered
      into by the Related 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" as defined in the Related Pass
      Through Trust Agreement, less (ii) the aggregate amount of all payments
      made in respect of such Certificates, the Applicable Certificates (as
      defined in the Related Pass Through Trust Agreement) or the Deposits,
      other than payments made in respect of interest or premium thereon or

<PAGE>

      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" as defined in the Related Pass Through Trust Agreement. 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 OTHER PASS THROUGH TRUST AGREEMENTS:  Means the "Other
      Agreements" as defined in the Related Pass Through Trust Agreement.

            RELATED OTHER TRUSTEES:  Means the "Other Trustees" as defined in
      the Related Pass Through Trust Agreement.

            RELATED OTHER TRUSTS:  Means the "Other Trusts" as defined in the
      Related Pass Through Trust Agreement.

            RELATED PASS THROUGH TRUST AGREEMENT: Means the Basic Agreement as
      supplemented by the Trust Supplement No. 2000-2A-2-O dated the date hereof
      (the "RELATED PASS THROUGH TRUST SUPPLEMENT"), relating to the Continental
      Airlines Pass Through Trust 2000-2A-2-O and entered into by the Company
      and the Related Trustee, as amended, supplemented or otherwise modified
      from time to time in accordance with its terms.

            RELATED TRUST:  Means the Continental Pass Through Trust
      2000-2A-2-O, formed under the Related Pass Through Trust Agreement.

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

            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).


<PAGE>

            SUBSTITUTE AIRCRAFT:  Has the meaning specified in the NPA.

            TRANSFER DATE:  Means the moment of execution and delivery of the
      Assignment and Assumption Agreement by each of the parties thereto.

            TRANSFER DATE CERTIFICATES:  Has the meaning specified in the
      definition of "Applicable Certificates".

            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 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.

            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

<PAGE>

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 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

<PAGE>

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 (if the Related Trustee has not already done so)
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 (if the Related
Trustee has not already done so) 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 Transfer Date, the Trustee (if the Related Trustee has not
already done so) 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" (as defined in the Related Pass Through Trust Agreement) on the
Delivery Period Termination Date. The Trustee (if the Related Trustee has not
already done so) 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, if the
Class A-1 Trustee is then the Controlling Party, each Applicable
Certificateholder shall have the right to purchase, for the purchase price set
forth in the Class A-1 Trust Agreement, all, but not less than all, of the Class
A-1 Certificates upon ten days' written notice to the Class A-1 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 pro rata based on the Fractional Undivided Interest in the
Applicable Trust held by each such Applicable Certificateholder and (ii) if

<PAGE>

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 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,

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

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

            (iii) each Class C Certificateholder shall have the right (which
      shall not expire upon any purchase of the Applicable Certificates pursuant
      to clause (a), (b)(i) or (b)(ii) above) to purchase all, but not less than
      all, of the Applicable Certificates, the Class A-1 Certificates and the
      Class B Certificates upon ten days' written notice to the Trustee, the
      Class A-1 Trustee, the Class B Trustee and each other Class C
      Certificateholder, PROVIDED that (A) if prior to the end of such ten-day
      period any other Class C Certificateholder notifies such purchasing Class

<PAGE>

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

            (iv) each holder of a Class D Certificate (a "CLASS D
      CERTIFICATEHOLDER") shall have the right (which shall not expire upon any
      purchase of the Applicable Certificates pursuant to clause (a), (b)(i),
      (b)(ii) or (b)(iii) above) to purchase all, but not less than all, of the
      Applicable Certificates, the Class A-1 Certificates, the Class B
      Certificates and the Class C Certificates upon ten days' written notice to
      the Trustee, the Class A-1 Trustee, the Class B Trustee, the Class C
      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 Applicable Certificates, the Class A-1 Certificates, the Class
      B Certificates and the Class C 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 Applicable Certificates, the Class
      A-1 Certificates, the Class B Certificates and the Class C 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 the Other Agreements, (A)
in the case of any purchase of the Applicable Certificates pursuant to clause
(b)(i) above, all of the Applicable Certificates, or (B) in all other cases, the
Applicable Certificates, the Class A-1 Certificates, the Class B Certificates
and the Class C 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

<PAGE>

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 A-1 Certificateholder(s), Class B Certificateholder(s), Class C
Certificateholder(s) or Class D Certificateholder(s), as the case may be, 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 Note Documents, the NPA 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 Certificateholder", "Class A-1
Trust", "Class A-1 Trust Agreement", "Class A-1 Trustee", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee", "Class C
Certificate", "Class C Certificateholder", "Class C Trust", "Class C 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.

            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

<PAGE>

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. ACQUISITION OF TRUST PROPERTY. (a) The Trustee is
hereby irrevocably authorized and directed to execute and deliver the Assignment
and Assumption Agreement on the date specified in Section 7.01 of the Related
Pass Through Trust Supplement, subject only to the satisfaction of the
conditions set forth in said Section 7.01. This Agreement (except only for this
sentence and the immediately preceding sentence hereof, which are effective upon
execution and delivery hereof) shall become effective upon the execution and
delivery of the Assignment and Assumption Agreement by the Trustee and the
Related Trustee, automatically and without any further signature or action on
the part of the Company and the Trustee, and shall thereupon constitute the
legal, valid and binding obligation of the parties hereto enforceable against
each of the parties hereto in accordance with its terms. Upon such execution and
delivery of the Assignment and Assumption Agreement, the Related Trust shall be
terminated, the Applicable Certificateholders shall receive beneficial interests
in the Applicable Trust in exchange for their interests in the Related Trust
equal to their respective beneficial interests in the Related Trust and the
"Outstanding" (as defined in the Related Pass Through Trust Agreement) pass
through certificates representing fractional undivided interests in the Related
Trust shall be deemed for all purposes of this Agreement, without further
signature or action of any party or Certificateholder, to be Certificates
representing the same Fractional Undivided Interests in the Trust and Trust
Property. By acceptance of its Applicable Certificate, each Applicable
Certificateholder consents to and ratifies such assignment, transfer and
delivery of the trust property of the Related Trust to the Trustee upon the
execution and delivery of the Assignment and Assumption Agreement. The
provisions of this Section 5.01(a) 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 or Section
2.02 of the Basic Agreement shall not apply to the Applicable Trust.

           (b) The Trustee, upon the execution and delivery of the Assignment
and Assumption Agreement, acknowledges its acceptance of all right, title and
interest in and to the Trust Property and declares that the Trustee holds and
will hold such right, title and interest for the benefit of all then present and
future Applicable Certificateholders, upon the trusts herein and in the Basic
Agreement set forth. By the acceptance of each Applicable Certificate issued to
it under the Related Pass Through Trust Agreement and deemed issued under this
Agreement, each Holder of any such Applicable Certificate as grantor of the
Applicable Trust thereby joins in the creation and declaration of the Applicable
Trust. The provisions of this Section 5.01(b) supersede and replace the
provisions of Section 2.03 of the Basic Agreement, with respect to the
Applicable Trust.

            Section 5.02.     [Intentionally Omitted]


<PAGE>

            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 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, on the Transfer Date, that:

            (a) the Trustee has full power, authority and legal right to receive
      the Trust Property assigned by the Related Trustee, assume the obligations
      under, and perform, the Assignment and Assumption Agreement, this Trust
      Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA and
      the Note Documents to which it is a party and has taken all necessary
      action to authorize such receipt, assumption and performance by it of this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
      NPA and the Note Documents to which it is a party;

            (b) the receipt of the Trust Property under the Assignment and
      Assumption Agreement and the performance by the Trustee of the Assignment
      and Assumption Agreement, this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is 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;


<PAGE>

            (c) the receipt of the Trust Property under the Assignment and
      Assumption Agreement and the performance by the Trustee of the Assignment
      and Assumption Agreement, this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is 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) the Assignment and Assumption Agreement has been duly executed
      and delivered by the Trustee and this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which
      it is 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 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

<PAGE>

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.


                                   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 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.

            Notice of any 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

<PAGE>

presentation and surrender of 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 THE APPLICABLE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK. 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,

<PAGE>

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.
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: