TRUST SUPPLEMENT No. 2000-2A-2-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


                                  $170,766,000

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


<PAGE>

            This Trust Supplement No. 2000-2A-2-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 2000-2A-2-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

<PAGE>

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
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
"7.487% Continental Airlines Pass Through Certificates, Series 2000-2A-2-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.


<PAGE>

            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 for Applicable
      Certificates authenticated and delivered pursuant to Sections 3.03, 3.04,
      3.05 and 3.06 of the Basic Agreement) is $170,766,000.

            (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.


<PAGE>

            (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.

            (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.


<PAGE>

            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.

            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.

            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.


<PAGE>

            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 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 April 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

<PAGE>

      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.

            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

<PAGE>

      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. 2000-2B-O dated the date
      hereof relating to Continental Airlines Pass Through Trust 2000-2B-O and
      (iii) the Basic Agreement as supplemented by Trust Supplement No.
      2000-2C-O dated the date hereof relating to Continental Airlines Pass
      Through Trust 2000-2C-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 2000-2B-O and the
      Continental Airlines Pass Through Trust 2000-2C-O, each created on the
      date hereof.

            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


<PAGE>

      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. 2000-2A-2-S dated the date hereof
      relating to the Continental Airlines Pass Through Trust 2000-2A-2-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
      2000-2A-2-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.

<PAGE>

            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.

            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;


<PAGE>

            (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
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

<PAGE>

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, 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
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

<PAGE>

      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
      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

<PAGE>

      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
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 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

<PAGE>

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
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.


<PAGE>

            (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 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.


<PAGE>

            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 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

<PAGE>

      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 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

<PAGE>

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.


                                   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:


<PAGE>

            (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;

            (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

<PAGE>

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 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.

<PAGE>

                                  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.
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 2000-2A-2-O

   7.487% Continental Airlines Pass Through Certificate, Series 2000-2A-2-O
                        Issuance Date: November 28, 2000

                       Final Maturity Date: April 2, 2012

      Evidencing A Fractional Undivided Interest In The Continental Airlines
      Pass Through Trust 2000-2A-2-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 .0005855967% 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
2000-2A-2-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

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

<PAGE>

Supplement No. 2000-2A-2-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
capitalized terms used herein have the meanings assigned to them in the
Agreement. This Certificate is one of the duly authorized Certificates
designated as "7.487% Continental Airlines Pass Through Certificates, Series
2000-2A-2-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

<PAGE>

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.

            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

<PAGE>

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 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

<PAGE>

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 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
                                    2000-2A-2-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 2000-2A-2-O

            ASSIGNMENT AND ASSUMPTION AGREEMENT (2000-2A-2), 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.
2000-2A-2-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 2000-2A-2-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. 2000-2A-2-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 2000-2A-2-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.


<PAGE>

            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 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,

<PAGE>

      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 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 2000-2A-2-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 2000-2A-2-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 A-2) 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 A-2) 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