-------------------------------------------------------------
             CONFIDENTIAL: SUBJECT TO RESTRICTIONS ON DISSEMINATION
                   SET FORTH IN SECTION 7 OF THIS AGREEMENT
          -------------------------------------------------------------





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                        PARTICIPATION AGREEMENT [___]

                          Dated as of [____________]

                                    Among

                         CONTINENTAL AIRLINES, INC.,
                                    Owner,

                                     and

                          WILMINGTON TRUST COMPANY,
                        Not in its individual capacity
                     except as expressly provided herein,
                 but solely as Mortgagee, Subordination Agent
          under the Intercreditor Agreement and Pass Through Trustee
          under each of the Applicable Pass Through Trust Agreements

                         ____________________________

                      ONE BOEING MODEL [______] AIRCRAFT
                  Bearing Manufacturer's Serial No. [______]
                      and U.S. Registration No. [______]





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<PAGE>

                                   CONTENTS

SECTION 1.  DEFINITIONS AND CONSTRUCTION................................2

SECTION 2.  SECURED LOANS; CLOSING......................................2
               2.1  Making of Loans and Issuance of Equipment
                       Notes............................................2
               2.2  Closing.............................................3

SECTION 3.  [Intentionally omitted].....................................3

SECTION 4.  CONDITIONS PRECEDENT........................................3
               4.1  Conditions Precedent to the Obligations of
                       the Pass Through Trustees........................3
               4.2  Conditions Precedent to Obligations of
                       Mortgagee........................................7
               4.3  Conditions Precedent to Obligations of Owner........8
               4.4  Post-Registration Opinion...........................9

SECTION 5.  REPRESENTATIONS AND WARRANTIES..............................9
               5.1  Owner's Representations and Warranties..............9
               5.2  WTC's Representations and Warranties................12

SECTION 6.  COVENANTS, UNDERTAKINGS AND AGREEMENTS......................16
               6.1  Covenants of Owner..................................16
               6.2  Covenants of WTC....................................18
               6.3  Covenants of Note Holders...........................19
               6.4  Agreements..........................................21

SECTION 7.  CONFIDENTIALITY.............................................24

SECTION 8.  INDEMNIFICATION AND EXPENSES................................25
               8.1  General Indemnity...................................25
               8.2  Expenses............................................31
               8.3  General Tax Indemnity...............................32
               8.4  Payments............................................42
               8.5  Interest............................................43
               8.6  Benefit of Indemnities..............................43

SECTION 9.  ASSIGNMENT OR TRANSFER OF INTEREST..........................43
               9.1  Note Holders........................................43
               9.2  Effect of Transfer..................................44

SECTION 10.  SECTION 1110...............................................44

<PAGE>

SECTION 11.  CHANGE OF CITIZENSHIP......................................44
               11.1  Generally..........................................44
               11.2  Mortgagee..........................................45

SECTION 12.  MISCELLANEOUS..............................................45
               12.1  Amendments.........................................45
               12.2  Severability.......................................45
               12.3  Survival...........................................46
               12.4  Reproduction of Documents..........................46
               12.5  Counterparts.......................................46
               12.6  No Waiver..........................................46
               12.7  Notices............................................47
               12.8  GOVERNING LAW; SUBMISSION TO JURISDICTION;
                     VENUE..............................................47
               12.9  Third-Party Beneficiary............................48
               12.10  Entire Agreement..................................49
               12.11  Further Assurances................................49




SCHEDULES AND EXHIBITS

SCHEDULE 1 - Accounts; Addresses
SCHEDULE 2 - Commitments
SCHEDULE 3 - Certain Terms
SCHEDULE 4 - Permitted Countries


EXHIBIT A -  Opinion of special counsel to Owner
EXHIBIT B -  Opinion of corporate counsel to Owner
EXHIBIT C -  Opinion of special counsel to Mortgagee
             and to the Applicable Pass Through Trustees
EXHIBIT D -  Opinion of special counsel in Oklahoma City, Oklahoma

<PAGE>

                        PARTICIPATION AGREEMENT [____]


      PARTICIPATION AGREEMENT [___], dated as of [_____________] (this
"Agreement"), among (a) CONTINENTAL AIRLINES, INC., a Delaware corporation
("Owner"), (b) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not
in its individual capacity, except as expressly provided herein, but solely
as Mortgagee (in its capacity as Mortgagee, "Mortgagee" and in its individual
capacity, "WTC"), (c) WILMINGTON TRUST COMPANY, not in its individual
capacity, except as expressly provided herein, but solely as Pass Through
Trustee under each of the Applicable Pass Through Trust Agreements (each, an
"Applicable Pass Through Trustee") and (d) WILMINGTON TRUST COMPANY, not in
its individual capacity, except as expressly provided herein, but solely as
Subordination Agent under the Intercreditor Agreement ("Subordination Agent").

                                   RECITALS

      A. Owner and Airframe Manufacturer have entered into the Purchase
Agreement, pursuant to which, among other things, Airframe Manufacturer has
agreed to manufacture and sell to Owner and Owner has agreed to purchase from
Airframe Manufacturer, certain aircraft, including the Aircraft.

      B. Pursuant to each of the Pass Through Trust Agreements, the Pass Through
Trusts were created and the Pass Through Certificates were issued and sold.

      C. Each Applicable Pass Through Trustee has agreed to use a portion of the
proceeds from the issuance and sale of the Pass Through Certificates issued by
each Applicable Pass Through Trust to purchase from Owner, on behalf of the
related Applicable Pass Through Trust, the Equipment Note bearing the same
interest rate as the Pass Through Certificates issued by such Pass Through
Trust.

      D. Owner and Mortgagee, concurrently with the execution and delivery
hereof, have entered into the Trust Indenture for the benefit of the Note
Holders, pursuant to which, among other things, Owner agrees (1) to issue
Equipment Notes, in the amounts and otherwise as provided in the Trust
Indenture, and (2) to mortgage, pledge and assign to Mortgagee all of Owner's
right, title and interest in the Collateral to secure the Secured Obligations,
including, without limitation, Owner's obligations under the Equipment Notes.


<PAGE>

      E. The parties hereto wish to set forth in this Agreement the terms and
conditions upon and subject to which the aforesaid transactions shall be
effected.

      NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

SECTION 1. DEFINITIONS AND CONSTRUCTION

      Capitalized terms used but not defined herein (including in the initial
paragraph and Recitals above) shall have the respective meanings set forth or
incorporated by reference, and shall be construed and interpreted in the
manner described, in Annex A to the Trust Indenture.

SECTION 2. SECURED LOANS; CLOSING

      2.1 MAKING OF LOANS AND ISSUANCE OF EQUIPMENT NOTES

      Subject to the terms and conditions of this Agreement, on the date
hereof or on such other date agreed to by the parties hereto (the "Closing
Date"):

      (a)   Each Applicable Pass Through Trustee listed on Schedule 2 shall
            make a secured loan to the Owner in the amount in Dollars
            opposite such Trustee's name on Schedule 2; and

      (b)   The Owner shall issue, pursuant to and in accordance with the
            provisions of Article II of the Trust Indenture, to the
            Subordination Agent as the registered holder on behalf of each
            such Applicable Pass Through Trustee, one or more Equipment
            Notes, dated the Closing Date, of the Series set forth opposite
            such Trustee's name on Schedule 2, in an aggregate principal
            amount equal to the secured loan made by each such Applicable
            Pass Through Trustee.

      In addition, the Owner shall have the option to issue the Series D
Equipment Notes on or after the Closing Date, subject to the terms of the
Note Purchase Agreement.  If Series D Equipment Notes are issued after the
Closing Date, the Note Holder of such Equipment Notes shall be entitled to
execute a counterpart to this Agreement and become a party hereto.


<PAGE>

      2.2 CLOSING

      (a) The Closing of the transactions contemplated hereby shall take place
at the offices of Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York,
New York 10004, or at such other place as the parties shall agree.

      (b) All payments pursuant to this Section 2 shall be made in immediately
available funds to such accounts set forth in Schedule 1 hereto.

SECTION 3. [INTENTIONALLY OMITTED]

SECTION 4. CONDITIONS PRECEDENT

      4.1 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE PASS
          THROUGH TRUSTEES

      The obligation of each Applicable Pass Through Trustee listed on
Schedule 2 to make the secured loan described in Section 2.1(a) and to
participate in the transactions contemplated by this Agreement on the Closing
Date is subject to the fulfillment, prior to or on the Closing Date, of the
following conditions precedent:

            4.1.1 EQUIPMENT NOTES

      The Owner shall have tendered the Equipment Notes to be issued to such
Applicable Pass Through Trustees to the Mortgagee for authentication and the
Mortgagee shall have authenticated such Equipment Notes to be issued to such
Applicable Pass Through Trustees and shall have tendered the Equipment Notes
to the Subordination Agent on behalf of such Pass Through Trustee, against
receipt of the loan proceeds, in accordance with Section 2.1.

            4.1.2 DELIVERY OF DOCUMENTS

      The Subordination Agent on behalf of each such Applicable Pass Through
Trustee shall have received executed counterparts or conformed copies of the
following documents:

            (i) this Agreement;

            (ii) the Trust Indenture;

            (iii) the initial Trust Indenture Supplement;


<PAGE>

            (iv) the broker's report and insurance certificates required by
      Section 4.06 of the Trust Indenture;

            (v) the Consent and Agreement and the Engine Consent and Agreement;

            (vi) the Bills of Sale;

            (vii) (A) a copy of the Certificate of Incorporation and By-Laws of
      Owner and resolutions of the board of directors of Owner and/or the
      executive committee thereof, in each case certified as of the Closing
      Date, by the Secretary or an Assistant Secretary of Owner, duly
      authorizing the execution, delivery and performance by Owner of the
      Operative Agreements to which it is party required to be executed and
      delivered by Owner on or prior to the Closing Date in accordance with the
      provisions hereof and thereof; and (B) an incumbency certificate of Owner
      as to the person or persons authorized to execute and deliver the
      Operative Agreements on behalf of Owner;

            (viii) an Officer's Certificate of Owner, dated as of the Closing
      Date, stating that its representations and warranties set forth in this
      Agreement are true and correct as of the Closing Date (or, to the extent
      that any such representation and warranty expressly relates to an earlier
      date, true and correct as of such earlier date);

            (ix) the Financing Statements;

            (x) the following opinions of counsel, in each case dated the
      Closing Date:

                  (A) an opinion of Hughes Hubbard & Reed LLP, special counsel
            to Owner, substantially in the form of Exhibit A;

                  (B) an opinion of Owner's Legal Department, substantially in
            the form of Exhibit B;

                  (C) an opinion of Richards, Layton & Finger, special counsel
            to Mortgagee and to the Applicable Pass Through Trustees,
            substantially in the form of Exhibit C;

                  (D) an opinion of Lytle Soule & Curlee, special counsel in
            Oklahoma City, Oklahoma, substantially in the form of Exhibit D; and

<PAGE>

            (xi) a copy of a current, valid Standard Certificate of
      Airworthiness for the Aircraft duly issued by the FAA, together with a
      copy of a duly executed application for registration of the Aircraft with
      the FAA in the name of the Owner.

            4.1.3 PERFECTED SECURITY INTEREST

      On the Closing Date, after giving effect to the filing of the FAA Filed
Documents and the Financing Statements, Mortgagee shall have received a duly
perfected first priority security interest in all of Owner's right, title and
interest in the Aircraft, subject only to Permitted Liens.

            4.1.4 VIOLATION OF LAW

      No change shall have occurred after the date of this Agreement in any
applicable Law that makes it a violation of Law for (a) Owner, any Applicable
Pass Through Trustee, Subordination Agent or Mortgagee to execute, deliver
and perform the Operative Agreements to which any of them is a party or
(b) any Applicable Pass Through Trustee to make the loan contemplated by
Section 2.1, to acquire an Equipment Note or to realize the benefits of the
security afforded by the Trust Indenture.

            4.1.5 REPRESENTATIONS, WARRANTIES AND COVENANTS

      The representations and warranties of each other party to this
Agreement made, in each case, in this Agreement and in any other Operative
Agreement to which it is a party, shall be true and accurate in all material
respects as of the Closing Date (unless any such representation and warranty
shall have been made with reference to a specified date, in which case such
representation and warranty shall be true and accurate as of such specified
date) and each other party to this Agreement shall have performed and
observed, in all material respects, all of its covenants, obligations and
agreements in this Agreement and in any other Operative Agreement to which it
is a party to be observed or performed by it as of the Closing Date.

            4.1.6 NO EVENT OF DEFAULT

      On the Closing Date, no event shall have occurred and be continuing, or
would result from the mortgage of the Aircraft, which constitutes a Default
or an Event of Default.

<PAGE>

            4.1.7 NO EVENT OF LOSS

      No Event of Loss with respect to the Airframe or any Engine shall have
occurred and no circumstance, condition, act or event that, with the giving
of notice or lapse of time or both, would give rise to or constitute an Event
of Loss with respect to the Airframe or any Engine shall have occurred.

            4.1.8 TITLE

      Owner shall have good title (subject to filing and recordation of the
FAA Bill of Sale with the FAA) to the Aircraft, free and clear of all Liens,
except Permitted Liens.

            4.1.9 CERTIFICATION

      The Aircraft shall have been duly certificated by the FAA as to type
and airworthiness in accordance with the terms of the Purchase Agreement.

            4.1.10 SECTION 1110

      Mortgagee shall be entitled to the benefits of Section 1110 (as
currently in effect) with respect to the right to take possession of the
Airframe and Engines and to enforce any of its other rights or remedies as
provided in the Trust Indenture in the event of a case under Chapter 11 of
the Bankruptcy Code in which Owner is a debtor.

            4.1.11 FILING

      On the Closing Date (a) the FAA Filed Documents shall have been duly
filed for recordation (or shall be in the process of being so duly filed for
recordation) with the FAA in accordance with the Act and (b) each Financing
Statement shall have been duly filed (or shall be in the process of being so
duly filed) in the appropriate jurisdiction.

            4.1.12 NO PROCEEDINGS

      No action or proceeding shall have been instituted, nor shall any
action be threatened in writing, before any Government Entity, nor shall any
order, judgment or decree have been issued or proposed to be issued by any
Government Entity, to set aside, restrain, enjoin or prevent the completion
and consummation of this Agreement or any other Operative Agreement or the
transactions contemplated hereby or thereby.


<PAGE>

            4.1.13 GOVERNMENTAL ACTION

      All appropriate action required to have been taken prior to the Closing
Date by the FAA, or any governmental or political agency, subdivision or
instrumentality of the United States, in connection with the transactions
contemplated by this Agreement shall have been taken, and all orders,
permits, waivers, authorizations, exemptions and approvals of such entities
required to be in effect on the Closing Date in connection with the
transactions contemplated by this Agreement shall have been issued.

            4.1.14 NOTE PURCHASE AGREEMENT

      The conditions precedent to the obligations of the Applicable Pass
Through Trustees and the other requirements relating to the Aircraft and the
Equipment Notes set forth in the Note Purchase Agreement shall have been
satisfied.

      4.2 CONDITIONS PRECEDENT TO OBLIGATIONS OF MORTGAGEE

      The obligation of Mortgagee to authenticate the Equipment Notes on the
Closing Date is subject to the satisfaction or waiver by Mortgagee, on or
prior to the Closing Date, of the conditions precedent set forth below in
this Section 4.2.

            4.2.1 DOCUMENTS

      Executed originals of the agreements, instruments, certificates or
documents described in Section 4.1.2 shall have been received by Mortgagee,
except as specifically provided therein, unless the failure to receive any
such agreement, instrument, certificate or document is the result of any
action or inaction by Mortgagee.

            4.2.2 OTHER CONDITIONS PRECEDENT

      Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6 and
4.1.10 shall have been satisfied unless the failure of any such condition to
be satisfied is the result of any action or inaction by Mortgagee.

      4.3 CONDITIONS PRECEDENT TO OBLIGATIONS OF OWNER

      The obligation of Owner to participate in the transaction contemplated
hereby on the Closing Date is subject to the satisfaction or waiver by Owner,

<PAGE>

on or prior to the Closing Date, of the conditions precedent set forth below
in this Section 4.3.

            4.3.1 DOCUMENTS

      Executed originals of the agreements, instruments, certificates or
documents described in Section 4.1.2 shall have been received by Owner,
except as specifically provided therein, and shall be satisfactory to Owner,
unless the failure to receive any such agreement, instrument, certificate or
document is the result of any action or inaction by Owner.  In addition, the
Owner shall have received the following:

            (i) (A) an incumbency certificate of WTC as to the person or persons
      authorized to execute and deliver the Operative Agreements on behalf of
      WTC and (B) a copy of the Certificate of Incorporation and By-Laws and
      general authorizing resolution of the board of directors (or executive
      committee) or other satisfactory evidence of authorization of WTC,
      certified as of the Closing Date by the Secretary or Assistant or
      Attesting Secretary of WTC, which authorize the execution, delivery and
      performance by WTC of the Operative Agreements to which it is a party; and

            (ii) an Officer's Certificate of WTC, dated as of the Closing Date,
      stating that its representations and warranties in its individual capacity
      or as Mortgagee, an Applicable Pass Through Trustee or Subordination
      Agent, as the case may be, set forth in this Agreement are true and
      correct as of the Closing Date (or, to the extent that any such
      representation and warranty expressly relates to an earlier date, true and
      correct as of such earlier date);

            4.3.2 OTHER CONDITIONS PRECEDENT

      Each of the conditions set forth in Sections 4.1.4, 4.1.5, 4.1.6,
4.1.7, 4.1.8, 4.1.9, 4.1.10, 4.1.11, 4.1.12 and 4.1.13 shall have been
satisfied or waived by Owner, unless the failure of any such condition to be
satisfied is the result of any action or inaction by Owner.

      4.4 POST-REGISTRATION OPINION

      Promptly upon the registration of the Aircraft and the recordation of
the FAA Filed Documents pursuant to the Act, Owner will cause Lytle Soule &
Curlee, special counsel in Oklahoma City, Oklahoma, to deliver to Owner, each

<PAGE>

Pass Through Trustee and Mortgagee a favorable opinion or opinions addressed
to each of them with respect to such registration and recordation.

SECTION 5. REPRESENTATIONS AND WARRANTIES

      5.1 OWNER'S REPRESENTATIONS AND WARRANTIES

      Owner represents and warrants to each Pass Through Trustee,
Subordination Agent and Mortgagee that:

            5.1.1 ORGANIZATION; QUALIFICATION

      Owner is a corporation duly incorporated, validly existing and in good
standing under the Laws of the State of Delaware and has the corporate power
and authority to conduct the business in which it is currently engaged and to
own or hold under lease its properties and to enter into and perform its
obligations under the Operative Agreements to which it is party.  Owner is
duly qualified to do business as a foreign corporation in good standing in
each jurisdiction in which the nature and extent of the business conducted by
it, or the ownership of its properties, requires such qualification, except
where the failure to be so qualified would not give rise to a Material
Adverse Change to Owner.

            5.1.2 CORPORATE AUTHORIZATION

      Owner has taken, or caused to be taken, all necessary corporate action
(including, without limitation, the obtaining of any consent or approval of
stockholders required by its Certificate of Incorporation or By-Laws) to
authorize the execution and delivery of each of the Operative Agreements to
which it is party, and the performance of its obligations thereunder.

            5.1.3 NO VIOLATION

      The execution and delivery by Owner of the Operative Agreements to
which it is party, the performance by Owner of its obligations thereunder and
the consummation by Owner on the Closing Date of the transactions
contemplated thereby, do not and will not (a) violate any provision of the
Certificate of Incorporation or By-Laws of Owner, (b) violate any Law
applicable to or binding on Owner or (c) violate or constitute any default
under (other than any violation or default that would not result in a
Material Adverse Change to Owner), or result in the creation of any Lien
(other than as permitted under the Trust Indenture) upon the Aircraft under,

<PAGE>

any indenture, mortgage, chattel mortgage, deed of trust, conditional sales
contract, lease, loan or other material agreement, instrument or document to
which Owner is a party or by which Owner or any of its properties is bound.

            5.1.4 APPROVALS

      The execution and delivery by Owner of the Operative Agreements to
which Owner is a party, the performance by Owner of its obligations
thereunder and the consummation by Owner on the Closing Date of the
transactions contemplated thereby do not and will not require the consent or
approval of, or the giving of notice to, or the registration with, or the
recording or filing of any documents with, or the taking of any other action
in respect of, (a) any trustee or other holder of any Debt of Owner and
(b) any Government Entity, other than the filing of (x) the FAA Filed
Documents and the Financing Statements (and continuation statements
periodically) and (y) filings, recordings, notices or other ministerial
actions pursuant to any routine recording, contractual or regulatory
requirements applicable to it.

            5.1.5 VALID AND BINDING AGREEMENTS

      The Operative Agreements to which Owner is a party have been duly
authorized, executed and delivered by Owner and, assuming the due
authorization, execution and delivery thereof by the other party or parties
thereto, constitute the legal, valid and binding obligations of Owner and are
enforceable against Owner in accordance with the respective terms thereof,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar Laws affecting the
rights of creditors generally and general principles of equity, whether
considered in a proceeding at law or in equity.

            5.1.6 REGISTRATION AND RECORDATION

      Except for (a) the registration of the Aircraft with the FAA pursuant
to the Act in the name of Owner, (b) the filing for recordation (and
recordation) of the FAA Filed Documents, (c) the filing of the Financing
Statements (and continuation statements relating thereto at periodic
intervals), and (d) the affixation of the nameplates referred to in
Section 4.02(f) of the Trust Indenture, no further action, including any
filing or recording of any document (including any financing statement in
respect thereof under Article 9 of the UCC) is necessary in order to
establish and perfect Mortgagee's security interest in the Aircraft as

<PAGE>

against Owner and any other Person, in each case, in any applicable
jurisdictions in the United States.

            5.1.7 CHIEF EXECUTIVE OFFICE

      The chief executive office (as such term is defined in Article 9 of the
UCC) of Owner is located at 1600 Smith Street, Houston, Texas 77002.

            5.1.8 NO EVENT OF LOSS

      No Event of Loss has occurred with respect to the Airframe or any
Engine, and, to the Actual Knowledge of Owner, no circumstance, condition,
act or event has occurred that, with the giving of notice or lapse of time or
both gives rise to or constitutes an Event of Loss with respect to the
Airframe or any Engine.

            5.1.9 COMPLIANCE WITH LAWS

      (a) Owner is a Citizen of the United States and a U.S. Air Carrier.

      (b) Owner holds all licenses, permits and franchises from the appropriate
Government Entities necessary to authorize Owner to lawfully engage in air
transportation and to carry on scheduled commercial passenger service as
currently conducted, except where the failure to so hold any such license,
permit or franchise would not give rise to a Material Adverse Change to Owner.

      (c) Owner is not an "investment company" or a company controlled by an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended.

            5.1.10 SECURITIES LAWS

      Neither Owner nor any person authorized to act on its behalf has
directly or indirectly offered any beneficial interest or Security relating
to the ownership of the Aircraft, or any of the Equipment Notes or any other
interest in or security under the Trust Indenture, for sale to, or solicited
any offer to acquire any such interest or security from, or has sold any such
interest or security to, any person in violation of the Securities Act.


<PAGE>

            5.1.11 BROKER'S FEES

      No Person acting on behalf of Owner is or will be entitled to any
broker's fee, commission or finder's fee in connection with the Transactions,
other than the fees and expenses payable by Owner in connection with the sale
of the Pass Through Certificates.

            5.1.12 SECTION 1110

      Mortgagee is entitled to the benefits of Section 1110 (as currently in
effect) with respect to the right to take possession of the Airframe and
Engines and to enforce any of its other rights or remedies as provided in the
Trust Indenture in the event of a case under Chapter 11 of the Bankruptcy
Code in which Owner is a debtor.

      5.2 WTC'S REPRESENTATIONS AND WARRANTIES

      WTC represents and warrants (with respect to Section 5.2.10, solely in
its capacity as Subordination Agent) to Owner that:

            5.2.1 ORGANIZATION, ETC.

      WTC is a Delaware banking corporation duly organized, validly existing
and in good standing under the Laws of the State of Delaware, holding a valid
certificate to do business as a Delaware banking corporation with banking
authority to execute and deliver, and perform its obligations under, the
Applicable Pass Through Trustee Agreements and the Operative Agreements to
which it is a party.

            5.2.2 CORPORATE AUTHORIZATION

      WTC has taken, or caused to be taken, all necessary corporate action
(including, without limitation, the obtaining of any consent or approval of
stockholders required by Law or by its Certificate of Incorporation or
By-Laws) to authorize the execution and delivery by WTC, in its individual
capacity or as Mortgagee, a Pass Through Trustee or Subordination Agent, as
the case may be, of the Pass Through Trustee Agreements and the Operative
Agreements to which it is a party and the performance of its obligations
thereunder.


<PAGE>

            5.2.3 NO VIOLATION

      The execution and delivery by WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be,
of the Pass Through Trustee Agreements and the Operative Agreements to which
it is a party, the performance by WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be,
of its obligations thereunder and the consummation on the Closing Date of the
transactions contemplated thereby, do not and will not (a) violate any
provision of the Certificate of Incorporation or By-Laws of WTC, (b) violate
any Law applicable to or binding on WTC, in its individual capacity or
(except in the case of any Law relating to any Plan) as Mortgagee, a Pass
Through Trustee or Subordination Agent, or (c) violate or constitute any
default under (other than any violation or default that would not result in a
Material Adverse Change to WTC, in its individual capacity or Mortgagee, a
Pass Through Trustee or Subordination Agent), or result in the creation of
any Lien (other than the Lien of the Trust Indenture) upon any property of
WTC, in its individual capacity or as Mortgagee, a Pass Through Trustee or
Subordination Agent, or any of WTC's subsidiaries under, any indenture,
mortgage, chattel mortgage, deed of trust, conditional sales contract, lease,
loan or other agreement, instrument or document to which WTC, in its
individual capacity or as Mortgagee, a Pass Through Trustee or Subordination
Agent, is a party or by which WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, or any of their
respective properties is bound.

            5.2.4 APPROVALS

      The execution and delivery by WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be,
of the Pass Through Trustee Agreements and the Operative Agreements to which
it is a party, the performance by WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, as the case may be,
of its obligations thereunder and the consummation on the Closing Date by
WTC, in its individual capacity or as Mortgagee, a Pass Through Trustee or
Subordination Agent, as the case may be, of the transactions contemplated
thereby do not and will not require the consent, approval or authorization
of, or the giving of notice to, or the registration with, or the recording or
filing of any documents with, or the taking of any other action in respect

<PAGE>

of, (a) any trustee or other holder of any Debt of WTC or (b) any Government
Entity, other than the filing of the FAA Filed Documents and the Financing
Statements.

            5.2.5 VALID AND BINDING AGREEMENTS

      The Pass Through Trustee Agreements and the Operative Agreements to
which it is a party have been duly authorized, executed and delivered by WTC
and, assuming the due authorization, execution and delivery by the other
party or parties thereto, constitute the legal, valid and binding obligations
of WTC, in its individual capacity or as Mortgagee, a Pass Through Trustee or
Subordination Agent, as the case may be, and are enforceable against WTC, in
its individual capacity or as Mortgagee, a Pass Through Trustee or
Subordination Agent, as the case may be, in accordance with the respective
terms thereof, except as such enforceability may be limited by bankruptcy,
insolvency, reorganization, receivership, moratorium or other similar Laws
affecting the rights of creditors generally and general principles of equity,
whether considered in a proceeding at law or in equity.

            5.2.6 CITIZENSHIP

      WTC is a Citizen of the United States.

            5.2.7 NO LIENS

      On the Closing Date, there are no Liens attributable to WTC in respect
of all or any part of the Collateral.

            5.2.8 LITIGATION

      There are no pending or, to the Actual Knowledge of WTC, threatened
actions or proceedings against WTC, in its individual capacity or as
Mortgagee, a Pass Through Trustee or Subordination Agent, before any court,
administrative agency or tribunal which, if determined adversely to WTC, in
its individual capacity or as Mortgagee, a Pass Through Trustee or
Subordination Agent, as the case may be, would materially adversely affect
the ability of WTC, in its individual capacity or as Mortgagee, a Pass
Through Trustee or Subordination Agent, as the case may be, to perform its
obligations under any of the Mortgagee Agreements, the Pass Through Trustee
Agreements or the Subordination Agent Agreements.


<PAGE>

            5.2.9 SECURITIES LAWS

      Neither WTC nor any person authorized to act on its behalf has directly
or indirectly offered any beneficial interest or Security relating to the
ownership of the Aircraft or any interest in the Collateral or any of the
Equipment Notes or any other interest in or security under the Collateral for
sale to, or solicited any offer to acquire any such interest or security
from, or has sold any such interest or security to, any Person other than the
Subordination Agent and the Pass Through Trustees, except for the offering
and sale of the Pass Through Certificates.

            5.2.10 INVESTMENT

      The Equipment Notes to be acquired by the Subordination Agent are being
acquired by it for the account of the Applicable Pass Through Trustees, for
investment and not with a view to any resale or distribution thereof, except
that, subject to the restrictions on transfer set forth in Section 9, the
disposition by it of its Equipment Notes shall at all times be within its
control.

            5.2.11 TAXES

      There are no Taxes payable by any Applicable Pass Through Trustee or
WTC, as the case may be, imposed by the State of Delaware or any political
subdivision or taxing authority thereof in connection with the execution,
delivery and performance by such Pass Through Trustee or WTC, as the case may
be, of this Agreement or any of the Pass Through Trustee Agreements (other
than franchise or other taxes based on or measured by any fees or
compensation received by any such Pass Through Trustee or WTC, as the case
may be, for services rendered in connection with the transactions
contemplated by any of the Pass Through Trust Agreements), and there are no
Taxes payable by any Applicable Pass Through Trustee or WTC, as the case may
be, imposed by the State of Delaware or any political subdivision thereof in
connection with the acquisition, possession or ownership by any such Pass
Through Trustee of any of the Equipment Notes (other than franchise or other
taxes based on or measured by any fees or compensation received by any such
Pass Through Trustee or WTC, as the case may be, for services rendered in
connection with the transactions contemplated by any of the Pass Through
Trust Agreements), and, assuming that the trusts created by the Pass Through
Trust Agreements will not be taxable as corporations, but, rather, each will

<PAGE>

be characterized as a grantor trust under subpart E, Part I of Subchapter J
of the Code or as a partnership under Subchapter K of the Code, such trusts
will not be subject to any Taxes imposed by the State of Delaware or any
political subdivision thereof;

            5.2.12 BROKER'S FEES

      No Person acting on behalf of WTC, in its individual capacity or as
Mortgagee, any Applicable Pass Through Trustee or Subordination Agent, is or
will be entitled to any broker's fee, commission or finder's fee in
connection with the Transactions.

SECTION 6. COVENANTS, UNDERTAKINGS AND AGREEMENTS

      6.1 COVENANTS OF OWNER

      Owner covenants and agrees, at its own cost and expense, with Note
Holder and Mortgagee as follows:

            6.1.1 CORPORATE EXISTENCE; U.S. AIR CARRIER

      Owner shall at all times maintain its corporate existence, except as
permitted by Section 4.07 of the Trust Indenture, and shall at all times
remain a U.S. Air Carrier.

            6.1.2 NOTICE OF CHANGE OF CHIEF EXECUTIVE OFFICE

      Owner will give Mortgagee timely written notice (but in any event
within 30 days prior to the expiration of the period of time specified under
applicable Law to prevent lapse of perfection) of any relocation of its chief
executive office (as such term is defined in Article 9 of the UCC) from its
then present location and will promptly take any action required by
Section 6.1.3(c) as a result of such relocation.

            6.1.3 CERTAIN ASSURANCES

      (a) Owner shall duly execute, acknowledge and deliver, or shall cause to
be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done such
further acts and things, in any case, as Mortgagee shall reasonably request for
accomplishing the purposes of this Agreement and the other Operative Agreements,
PROVIDED THAT any instrument or other document so executed by Owner will not
expand any obligations or limit any rights of Owner in respect of the
transactions contemplated by any Operative Agreement.

<PAGE>

      (b) Owner shall promptly take such action with respect to the recording,
filing, re-recording and refiling of the Trust Indenture and any supplements
thereto, including, without limitation, the initial Trust Indenture Supplement,
as shall be necessary to continue the perfection and priority of the Lien
created by the Trust Indenture.

      (c) Owner, at its sole cost and expense, will cause the FAA Filed
Documents, the Financing Statements and all continuation statements (and any
amendments necessitated by any combination, consolidation or merger of the
Owner, or any relocation of its chief executive office) in respect of the
Financing Statements to be prepared and, subject only to the execution and
delivery thereof by Mortgagee, duly and timely filed and recorded, or filed for
recordation, to the extent permitted under the Act (with respect to the FAA
Filed Documents) or the UCC or similar law of any other applicable jurisdiction
(with respect to such other documents).

      (d) If the Aircraft has been registered in a country other than the United
States pursuant to Section 4.02(e) of the Trust Indenture, Owner will furnish to
Mortgagee annually after such registration, commencing with the calendar year
after such registration is effected, an opinion of special counsel reasonably
satisfactory to Mortgagee stating that, in the opinion of such counsel, either
that (i) such action has been taken with respect to the recording, filing,
rerecording and refiling of the Operative Agreements and any supplements and
amendments thereto as is necessary to establish, perfect and protect the Lien
created by the Trust Indenture, reciting the details of such actions, or (ii) no
such action is necessary to maintain the perfection of such Lien.

            6.1.4 SECURITIES LAWS

      Neither Owner nor any person authorized to act on its behalf will
directly or indirectly offer any beneficial interest or Security relating to
the ownership of the Aircraft or any interest in any of the Equipment Notes
or any other interest in or security under the Trust Indenture, for sale to,
or solicit any offer to acquire any such interest or security from, or sell
any such interest or security to, any person in violation of the Securities
Act or applicable state or foreign securities Laws.

            6.1.5. NOTICE OF LEASE

      Owner shall give to Standard & Poor's Ratings Services, a division of
McGraw-Hill Companies, Inc., a copy of any notice regarding a lease of the

<PAGE>

Aircraft required to be given to the Mortgagee pursuant to clause (w) of the
first sentence of the penultimate paragraph of Section 4.02(b) of the
Mortgage, at the time such notice is given to Mortgagee, if at such time
Standard & Poor's is then rating the Pass Through Certificates.

      6.2 COVENANTS OF WTC

      WTC in its individual capacity or as Mortgagee, each Applicable Pass
Through Trustee or Subordination Agent, as the case may be, covenants and
agrees with Owner as follows:

            6.2.1 LIENS

      WTC (a) will not directly or indirectly create, incur, assume or suffer
to exist any Lien attributable to it on or with respect to all or any part of
the Collateral or the Aircraft, (b) will, at its own cost and expense,
promptly take such action as may be necessary to discharge any Lien
attributable to WTC on all or any part of the Collateral or the Aircraft and
(c) will personally hold harmless and indemnify Owner, each Note Holder, each
of their respective Affiliates, successors and permitted assigns, and the
Collateral from and against (i) any and all Expenses, and (ii) any
interference with the possession, operation or other use of all or any part
of the Aircraft, imposed on, incurred by or asserted against any of the
foregoing as a consequence of any such Lien.

            6.2.2 SECURITIES ACT

      WTC in its individual capacity or as Mortgagee, an Applicable Pass
Through Trustee or Subordination Agent, will not offer any beneficial
interest or Security relating to the ownership of the Aircraft or any
interest in the Collateral, or any of the Equipment Notes or any other
interest in or security under the Trust Indenture for sale to, or solicit any
offer to acquire any such interest or security from, or sell any such
interest or security to, any Person in violation of the Securities Act or
applicable state or foreign securities Laws, provided that the foregoing
shall not be deemed to impose on WTC any responsibility with respect to any
such offer, sale or solicitation by any other party hereto.

            6.2.3 PERFORMANCE OF AGREEMENTS

      WTC, in its individual capacity and as Mortgagee, an Applicable Pass
Through Trustee or Subordination Agent, as the case may be, shall perform its

<PAGE>

obligations under the Pass Through Trustee Agreements and the Operative
Agreements in accordance with the terms thereof.

            6.2.4 WITHHOLDING TAXES

      WTC shall indemnify (on an after-tax basis) and hold harmless Owner
against any United States withholding taxes (and related interest, penalties
and additions to tax) as a result of the failure by WTC to withhold on
payments to any Note Holder if such Note Holder failed to provide to
Mortgagee necessary certificates or forms to substantiate the right to
exemption from such withholding tax.

      6.3 COVENANTS OF NOTE HOLDERS

      Each Note Holder (including Subordination Agent) as to itself only
covenants and agrees with Owner and Mortgagee as follows:

            6.3.1 WITHHOLDING TAXES

      Such Note Holder (if it is a Non-U.S. Person) agrees to indemnify (on
an after-tax basis) and hold harmless Owner and Mortgagee against any United
States withholding taxes (and related interest, penalties and additions to
tax) as a result of the inaccuracy or invalidity of any certificate or form
provided by such Note Holder to Mortgagee in connection with such withholding
taxes.  Any amount payable hereunder shall be paid within 30 days after
receipt by a Note Holder of a written demand therefor.

            6.3.2 TRANSFER; COMPLIANCE

      (a) Such Note Holder will (i) not transfer any Equipment Note or interest
therein in violation of the Securities Act or applicable state or foreign
securities Law; PROVIDED, that the foregoing provisions of this section shall
not be deemed to impose on such Note Holder any responsibility with respect to
any such offer, sale or solicitation by any other party hereto, and (ii) perform
and comply with the obligations specified to be imposed on it (as a Note Holder)
under each of the Trust Indenture and the form of Equipment Note set forth in
the Trust Indenture.

      (b) Except for the transfer of the interests of each Applicable Pass
Through Trustee in the Equipment Notes to the trustee of the Related Trust (as
defined in each Applicable Pass Through Trust Agreement) in accordance with the

<PAGE>

related Applicable Pass Through Trust Agreement, each Note Holder will not sell,
assign, convey, exchange or otherwise transfer any Equipment Note or any
interest in, or represented by, any Equipment Note (it being understood that
this provision is not applicable to the Pass Through Certificates) unless the
proposed transferee thereof first provides Owner with both of the following:

            (i) a written representation and covenant that either (a) no portion
      of the funds it uses to purchase, acquire and hold such Equipment Note or
      interest directly or indirectly constitutes, or may be deemed under the
      Code or ERISA or any rulings, regulations or court decisions thereunder to
      constitute, the assets of any Plan or (b) the transfer, and subsequent
      holding, of such Equipment Note or interest shall not involve or give rise
      to a transaction that constitutes a prohibited transaction within the
      meaning of Section 406 of ERISA or Section 4975(c)(1) of the Code
      involving Owner, a Pass Through Trustee, the Subordination Agent or the
      proposed transferee (other than a transaction that is exempted from the
      prohibitions of such sections by applicable provisions of ERISA or the
      Code or administrative exemptions or regulations issued thereunder); and

            (ii) a written covenant that it will not transfer any Equipment Note
      or any interest in, or represented by, any Equipment Note unless the
      subsequent transferee also makes the representation described in clause
      (i) above and agrees to comply with this clause (ii).

      6.4 AGREEMENTS

            6.4.1 QUIET ENJOYMENT

      Each Applicable Pass Through Trustee, Subordination Agent, each Note
Holder and Mortgagee agrees as to itself with Owner that, so long as no Event
of Default shall have occurred and be continuing, such Person shall not (and
shall not permit any Affiliate or other Person claiming by, through or under
it to) interfere with Owner's rights in accordance with the Indenture to the
quiet enjoyment, possession and use of the Aircraft.

            6.4.2 CONSENTS

      Each Pass Through Trustee, Subordination Agent and Mortgagee covenants
and agrees, for the benefit of Owner, that it shall not unreasonably withhold

<PAGE>

its consent to any consent or approval requested of it under the terms of any
of the Operative Agreements which by its terms is not to be unreasonably
withheld.

            6.4.3 INSURANCE

      Each Pass Through Trustee, Subordination Agent, Mortgagee and each Note
Holder agrees not to obtain or maintain insurance for its own account as
permitted by Section 4.06 of the Trust Indenture if such insurance would
limit or otherwise adversely affect the coverage of any insurance required to
be obtained or maintained by Owner pursuant to Section 4.06 of the Trust
Indenture.

            6.4.4 EXTENT OF INTEREST OF NOTE HOLDERS

      A Note Holder shall not, as such, have any further interest in, or
other right with respect to, the Collateral when and if the principal and
Make-Whole Amount, if any, of and interest on the Equipment Note held by such
Holder, and all other sums, then due and payable to such Holder hereunder and
under any other Operative Agreement, shall have been paid in full.

            6.4.5 FOREIGN REGISTRATION

      Each Note Holder and Mortgagee hereby agree, for the benefit of Owner
but subject to the provisions of Section 4.02(b) of the Trust Indenture:

      (a) that Owner shall be entitled to register the Aircraft or cause the
Aircraft to be registered in a country other than the United States subject to
compliance with the following:

            (i)   each of the following requirements is satisfied:

            (A)   no Special Default or Event of Default shall have occurred
                  and be continuing at the time of such registration;

            (B)   such proposed change of registration is made in connection
                  with a Permitted Lease to a Permitted Air Carrier;

            (C)   such country is a country with which the United States then
                  maintains normal diplomatic relations or, if Taiwan, the
                  United States then maintains diplomatic relations at least
                  as good as those in effect on the Closing Date;

<PAGE>

            (ii) the Mortgagee shall have received an opinion of counsel
      (subject to customary exceptions) reasonably satisfactory to the Mortgagee
      addressed to Mortgagee as to the effect that:

                  (A) such country would recognize the Owner's ownership
            interest in the Aircraft;

                  (B) after giving effect to such change in registration, the
            Lien of the Trust Indenture on the Owner's right, title and interest
            in and to the Aircraft shall continue as a valid and duly perfected
            first priority security interest and all filing, recording or other
            action necessary to protect the same shall have been accomplished
            (or, if such opinion cannot be given at the time of such proposed
            change in registration because such change in registration is not
            yet effective, (1) the opinion shall detail what filing, recording
            or other action is necessary and (2) the Mortgagee shall have
            received a certificate from Owner that all possible preparations to
            accomplish such filing, recording and other action shall have been
            done, and such filing, recording and other action shall be
            accomplished and a supplemental opinion to that effect shall be
            delivered to the Mortgagee on or prior to the effective date of such
            change in registration;

                  (C) unless Owner or the Permitted Air Carrier shall have
            agreed to provide insurance covering the risk of requisition of use
            of the Aircraft by the government of such country (so long as the
            Aircraft is registered under the laws of such country), the laws of
            such country require fair compensation by the government of such
            country payable in currency freely convertible into Dollars and
            freely removable from such country (without license or permit,
            unless Owner prior to such proposed reregistration has obtained such
            license or permit) for the taking or requisition by such government
            of such use; and

                  (D) it is not necessary, solely as a consequence of such
            change in registration and without giving effect to any other
            activity of the Mortgagee (or any Affiliate of the Mortgagee), for
            the Mortgagee to qualify to do business in such jurisdiction as a
            result of such reregistration in order to exercise any rights or
            remedies with respect to the Aircraft.


<PAGE>

      (b) In addition, as a condition precedent to any change in registration
Owner shall have given to Mortgagee assurances reasonably satisfactory to
Mortgagee:

            (i)    to the effect that the provisions of Section 4.06 of the
                   Trust Indenture have been complied with after giving
                   effect to such change of registration;

            (ii)   of the payment by Owner of all reasonable out-of-pocket
                   expenses of each Note Holder and Mortgagee in connection
                   with such change of registry, including, without
                   limitation (1) the reasonable fees and disbursements of
                   counsel to Mortgagee, (2) any filing or recording fees,
                   Taxes or similar payments incurred in connection with the
                   change of registration of the Aircraft and the creation
                   and perfection of the security interest therein in favor
                   of Mortgagee for the benefit of Note Holders, and (3) all
                   costs and expenses incurred in connection with any filings
                   necessary to continue in the United States the perfection
                   of the security interest in the Aircraft in favor of
                   Mortgagee for the benefit of Note Holders; and

            (iii)  to the effect that the tax and other indemnities in favor
                   of each person named as an indemnitee under any other
                   Operative Agreement afford each such person substantially
                   the same protection as provided prior to such change of
                   registration (or Owner shall have agreed upon additional
                   indemnities that, together with such original indemnities,
                   in the reasonable judgment of Mortgagee, afford such
                   protection).

            6.4.6 INTEREST IN CERTAIN ENGINES

      Each Note Holder and Mortgagee agree, for the benefit of each of the
lessor, conditional seller, mortgagee or secured party of any airframe or
engine leased to, or purchased by, Owner or any Permitted Lessee subject to a
lease, conditional sale, trust indenture or other security agreement that it
will not acquire or claim, as against such lessor, conditional seller,
mortgagee or secured party, any right, title or interest in any engine as the
result of such engine being installed on the Airframe at any time while such
engine is subject to such lease, conditional sale, trust indenture or other
security agreement and owned by such lessor or conditional seller or subject

<PAGE>

to a trust indenture or security interest in favor of such mortgagee or
secured party.

SECTION 7. CONFIDENTIALITY

      Owner, Note Holders and Mortgagee shall keep the Participation
Agreement and Annex B to the Trust Indenture confidential and shall not
disclose, or cause to be disclosed, the same to any Person, except (A) to
prospective and permitted transferees of Owner's, a Note Holder's, the
Liquidity Provider's, Mortgagee's or other Indenture Indemnitee's interest or
their respective counsel or special counsel, independent insurance brokers,
auditors, or other agents who agree to hold such information confidential,
(B) to Owner's, a Note Holder's, the Liquidity Provider's, a Pass Through
Trustee's, Mortgagee's or other Indenture Indemnitee's counsel or special
counsel, independent insurance brokers, auditors, or other agents, Affiliates
or investors who agree to hold such information confidential, (C) as may be
required by any statute, court or administrative order or decree, legal
process or governmental ruling or regulation, including those of any
applicable insurance regulatory bodies (including, without limitation, the
National Association of Insurance Commissioners), federal or state banking
examiners, Internal Revenue Service auditors or any stock exchange, (D) with
respect to a Note Holder or any Pass Through Trustee, to a nationally
recognized rating agency for the purpose of obtaining a rating on the
Equipment Notes or the Pass Through Certificates or to support an NAIC rating
for the Equipment Notes or (E) such other Persons as are reasonably deemed
necessary by the disclosing party in order to protect the interests of such
party or for the purposes of enforcing such documents by such party;
provided, that any and all disclosures permitted by clauses (C), (D), or (E)
above shall be made only to the extent necessary to meet the specific
requirements or needs of the Persons making such disclosures.

SECTION 8. INDEMNIFICATION AND EXPENSES

      8.1 GENERAL INDEMNITY

            8.1.1 INDEMNITY

      Whether or not any of the transactions contemplated hereby are
consummated, Owner shall indemnify, protect, defend and hold harmless each
Indemnitee from, against and in respect of, and shall pay on a net after-tax
basis, any and all Expenses of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against any Indemnitee, relating to,

<PAGE>

resulting from, or arising out of or in connection with, any one or more of
the following:

      (a) The Operative Agreements, the Pass Through Agreements, or the
enforcement of any of the terms of any of the Operative Agreements or the Pass
Through Agreements;

      (b) The Aircraft, the Airframe, any Engine or any Part, including, without
limitation, with respect thereto, (i) the manufacture, design, purchase,
acceptance, nonacceptance or rejection, ownership, registration, reregistration,
deregistration, delivery, nondelivery, lease, sublease, assignment, possession,
use or non-use, operation, maintenance, testing, repair, overhaul, condition,
alteration, modification, addition, improvement, storage, airworthiness,
replacement, repair, sale, substitution, return, abandonment, redelivery or
other disposition of the Aircraft, any Engine or any Part, (ii) any claim or
penalty arising out of violations of applicable Laws by Owner (or any Permitted
Lessee), (iii) tort liability, whether or not arising out of the negligence of
any Indemnitee (whether active, passive or imputed), (iv) death or property
damage of passengers, shippers or others, (v) environmental control, noise or
pollution and (vi) any Liens in respect of the Aircraft, any Engine or any Part;

      (c) The offer, sale, or delivery of any Equipment Notes, Pass Through
Certificates or any interest therein or represented thereby; and

      (d) Any breach of or failure to perform or observe, or any other
noncompliance with, any covenant or agreement or other obligation to be
performed by Owner under any Operative Agreement to which it is party or any
Pass Through Agreement or the falsity of any representation or warranty of Owner
in any Operative Agreement to which it is party or any Pass Through Agreement.

            8.1.2 EXCEPTIONS

      Notwithstanding anything contained in Section 8.1.1, Owner shall not be
required to indemnify, protect, defend and hold harmless any Indemnitee
pursuant to Section 8.1.1 in respect of any Expense of such Indemnitee:

      (a) For any Taxes or a loss of Tax benefit, whether or not Owner is
required to indemnify therefor pursuant to Section 8.3;

<PAGE>

      (b) Except to the extent attributable to acts or events occurring prior
thereto, acts or events (other than acts or events related to the performance by
Owner of its obligations pursuant to the terms of the Operative Agreements) that
occur after the Trust Indenture is required to be terminated in accordance with
Section 11.01 of the Trust Indenture; PROVIDED, that nothing in this clause (b)
shall be deemed to exclude or limit any claim that any Indemnitee may have under
applicable Law by reason of an Event of Default or for damages from Owner for
breach of Owner's covenants contained in the Operative Agreements or to release
Owner from any of its obligations under the Operative Agreements that expressly
provide for performance after termination of the Trust Indenture;

      (c) To the extent attributable to any Transfer (voluntary or involuntary)
by or on behalf of such Indemnitee of any Equipment Note or interest therein,
except for out-of-pocket costs and expenses incurred as a result of any such
Transfer pursuant to the exercise of remedies under any Operative Agreement;

      (d) [Intentionally Omitted]

      (e) To the extent attributable to the gross negligence or willful
misconduct of such Indemnitee or any related Indemnitee (as defined below)
(other than gross negligence or willful misconduct imputed to such person by
reason of its interest in the Aircraft or any Operative Agreement);

      (f) [Intentionally Omitted]

      (g) To the extent attributable to the incorrectness or breach of any
representation or warranty of such Indemnitee or any related Indemnitee
contained in or made pursuant to any Operative Agreement or any Pass Through
Agreement;

      (h) To the extent attributable to the failure by such Indemnitee or any
related Indemnitee to perform or observe any agreement, covenant or condition on
its part to be performed or observed in any Operative Agreement or any Pass
Through Agreement;

      (i) To the extent attributable to the offer or sale by such Indemnitee or
any related Indemnitee of any interest in the Aircraft, the Equipment Notes, the
Pass Through Certificates, or any similar interest, in violation of the
Securities Act or other applicable federal, state or foreign securities Laws
(other than any thereof caused by acts or omissions of Owner);

<PAGE>

      (j) (i) With respect to any Indemnitee (other than Mortgagee), to the
extent attributable to the failure of the Mortgagee to distribute funds received
and distributable by it in accordance with the Trust Indenture, (ii) with
respect to any Indemnitee (other than the Subordination Agent), to the extent
attributable to the failure of the Subordination Agent to distribute funds
received and distributable by it in accordance with the Intercreditor Agreement,
(iii) with respect to any Indemnitee (other than the Pass Through Trustees), to
the extent attributable to the failure of a Pass Through Trustee to distribute
funds received and distributable by it in accordance with the Pass Through Trust
Agreements, (iv) with respect to any Indemnitee (other than the Escrow Agent),
to the extent attributable to the failure of the Escrow Agent to pay funds
received and payable by it in accordance with any Escrow Agreement, (v) with
respect to any Indemnitee (other than the Paying Agent), to the extent
attributable to the failure of the Paying Agent to distribute funds received and
distributable by it in accordance with any Escrow Agreement, (vi) to the extent
attributable to the failure of the Depositary to pay funds payable by it in
accordance with any Deposit Agreement, (vii) with respect to Mortgagee, to the
extent attributable to the negligence or willful misconduct of Mortgagee in the
distribution of funds received and distributable by it in accordance with the
Trust Indenture, (viii) with respect to the Subordination Agent, to the extent
attributable to the negligence or willful misconduct of the Subordination Agent
in the distribution of funds received and distributable by it in accordance with
the Intercreditor Agreement, (ix) with respect to the Pass Through Trustees, to
the extent attributable to the negligence or willful misconduct of a Pass
Through Trustee in the distribution of funds received and distributable by it in
accordance with the Pass Through Trust Agreements, (x) with respect to the
Escrow Agent, to the extent attributable to the negligence or willful misconduct
of the Escrow Agent in the payment of funds received and payable by it in
accordance with any Escrow Agreement, and (xi) with respect to the Paying Agent,
to the extent attributable to the negligence or willful misconduct of the Paying
Agent in the distribution of funds received and distributable by it in
accordance with any Escrow Agreement;

      (k) Other than during the continuation of an Event of Default, to the
extent attributable to the authorization or giving or withholding of any future
amendments, supplements, waivers or consents with respect to any Operative
Agreement or Pass Through Agreement other than such as have been requested by

<PAGE>

Owner or as are required by or made pursuant to the terms of the Operative
Agreements or Pass Through Agreements (unless such requirement results from the
actions of an Indemnitee not required by or made pursuant to the Operative
Agreements or the Pass Through Agreements);

      (l) To the extent attributable to any amount which any Indemnitee
expressly agrees to pay or such Indemnitee expressly agrees shall not be paid by
or be reimbursed by Owner;

      (m) To the extent that it is an ordinary and usual operating or overhead
expense;

      (n) [Intentionally Omitted]

      (o) For any Lien attributable to such Indemnitee or any related
Indemnitee;

      (p) If another provision of an Operative Agreement or a Pass Through
Agreement specifies the extent of Owner's responsibility or obligation with
respect to such Expense, to the extent arising from other than failure of Owner
to comply with such specified responsibility or obligation; or

      (q) To the extent incurred by or asserted against an Indemnitee as a
result of any "prohibited transaction", within the meaning of Section 406 of
ERISA or Section 4975(c)(1) of the Code.

      For purposes of this Section 8.1, a Person shall be considered a "related"
Indemnitee with respect to an Indemnitee if such Person is an Affiliate or
employer of such Indemnitee, a director, officer, employee, agent, or servant of
such Indemnitee or any such Affiliate or a successor or permitted assignee of
any of the foregoing.

            8.1.3 SEPARATE AGREEMENT

      This Agreement constitutes a separate agreement with respect to each
Indemnitee and is enforceable directly by each such Indemnitee.

            8.1.4 NOTICE

      If a claim for any Expense that an Indemnitee shall be indemnified
against under this Section 8.1 is made, such Indemnitee shall give prompt
written notice thereof to Owner.  Notwithstanding the foregoing, the failure

<PAGE>

of any Indemnitee to notify Owner as provided in this Section 8.1.4, or in
Section 8.1.5, shall not release Owner from any of its obligations to
indemnify such Indemnitee hereunder, except to the extent that such failure
results in an additional Expense to Owner (in which event Owner shall not be
responsible for such additional expense) or materially impairs Owner's
ability to contest such claim.

            8.1.5 NOTICE OF PROCEEDINGS; DEFENSE OF CLAIMS;
                  LIMITATIONS

      (a) In case any action, suit or proceeding shall be brought against any
Indemnitee for which Owner is responsible under this Section 8.1, such
Indemnitee shall notify Owner of the commencement thereof and Owner may, at its
expense, participate in and to the extent that it shall wish (subject to the
provisions of the following paragraph), assume and control the defense thereof
and, subject to Section 8.1.5(c), settle or compromise the same.

      (b) Owner or its insurer(s) shall have the right, at its or their expense,
to investigate or, if Owner or its insurer(s) shall agree not to dispute
liability to the Indemnitee giving notice of such action, suit or proceeding
under this Section 8.1.5 for indemnification hereunder or under any insurance
policies pursuant to which coverage is sought, control the defense of, any
action, suit or proceeding, relating to any Expense for which indemnification is
sought pursuant to this Section 8.1, and each Indemnitee shall cooperate with
Owner or its insurer(s) with respect thereto; PROVIDED, that Owner shall not be
entitled to control the defense of any such action, suit, proceeding or
compromise any such Expense during the continuance of any Event of Default. In
connection with any such action, suit or proceeding being controlled by Owner,
such Indemnitee shall have the right to participate therein, at its sole cost
and expense, with counsel reasonably satisfactory to Owner; PROVIDED, that such
Indemnitee's participation does not, in the reasonable opinion of the
independent counsel appointed by the Owner or its insurers to conduct such
proceedings, interfere with the defense of such case.

      (c) In no event shall any Indemnitee enter into a settlement or other
compromise with respect to any Expense without the prior written consent of
Owner, which consent shall not be unreasonably withheld or delayed, unless such
Indemnitee waives its right to be indemnified with respect to such Expense under
this Section 8.1.

<PAGE>

      (d) In the case of any Expense indemnified by the Owner hereunder which is
covered by a policy of insurance maintained by Owner pursuant to Section 4.06 of
the Indenture, at Owner's expense, each Indemnitee agrees to cooperate with the
insurers in the exercise of their rights to investigate, defend or compromise
such Expense as may be required to retain the benefits of such insurance with
respect to such Expense.

      (e) If an Indemnitee is not a party to this Agreement, Owner may require
such Indemnitee to agree in writing to the terms of this Section 8 and Section
12.8 prior to making any payment to such Indemnitee under this Section 8.

      (f) Nothing contained in this Section 8.1.5 shall be deemed to require an
Indemnitee to contest any Expense or to assume responsibility for or control of
any judicial proceeding with respect thereto.

            8.1.6 INFORMATION

      Owner will provide the relevant Indemnitee with such information not
within the control of such Indemnitee, as is in Owner's control or is
reasonably available to Owner, which such Indemnitee may reasonably request
and will otherwise cooperate with such Indemnitee so as to enable such
Indemnitee to fulfill its obligations under Section 8.1.5.  The Indemnitee
shall supply Owner with such information not within the control of Owner, as
is in such Indemnitee's control or is reasonably available to such
Indemnitee, which Owner may reasonably request to control or participate in
any proceeding to the extent permitted by Section 8.1.5.

            8.1.7 EFFECT OF OTHER INDEMNITIES; SUBROGATION;
                  FURTHER ASSURANCES

      Upon the payment in full by Owner of any indemnity provided for under
this Agreement, Owner, without any further action and to the full extent
permitted by Law, will be subrogated to all rights and remedies of the person
indemnified (other than with respect to any of such Indemnitee's insurance
policies or in connection with any indemnity claim such Indemnitee may have
under Section 6.03 or 8.01 of the Trust Indenture) in respect of the matter
as to which such indemnity was paid.  Each Indemnitee will give such further
assurances or agreements and cooperate with Owner to permit Owner to pursue
such claims, if any, to the extent reasonably requested by Owner and at
Owner's expense.

<PAGE>

            8.1.8 REFUNDS

      If an Indemnitee receives any refund, in whole or in part, with respect
to any Expense paid by Owner hereunder, it will promptly pay the amount
refunded (but not an amount in excess of the amount Owner or any of its
insurers has paid in respect of such Expense) over to Owner unless an Event
of Default shall have occurred and be continuing, in which case such amounts
shall be paid over to Mortgagee to hold as security for Owner's obligations
under the Operative Agreements or, if requested by Owner, applied to satisfy
such obligations.

      8.2 EXPENSES

            8.2.1 INVOICES AND PAYMENT

      The Mortgagee, the Applicable Pass Through Trustees and the
Subordination Agent shall promptly submit to Owner for its prompt approval
(which shall not be unreasonably withheld) copies of invoices in reasonable
detail of the Transaction Expenses for which it is responsible for providing
information as they are received (but in no event later than the 90th day
after the Closing Date). If so submitted and approved, the Owner agrees
promptly, but in any event no later than the 105th day after the Closing
Date, to pay Transaction Expenses.

            8.2.2 PAYMENT OF OTHER EXPENSES

      Owner shall pay (i) the ongoing fees and expenses of Mortgagee, and
(ii) all reasonable out-of-pocket costs and expenses (including the
reasonable fees and disbursements of counsel) incurred by Mortgagee or any
Note Holder attributable to any waiver, amendment or modification of any
Operative Agreement to the extent requested by Owner.

            8.2.2 PAYMENT OF OTHER EXPENSES

      Owner shall pay (i) the ongoing fees and expenses of Mortgagee, and
(ii) all reasonable out-of-pocket costs and expenses (including the
reasonable fees and disbursements of counsel) incurred by Mortgagee or any
Note Holder attributable to any waiver, amendment or modification of any
Operative Agreement to the extent requested by Owner.

<PAGE>

      8.3 GENERAL TAX INDEMNITY

            8.3.1 GENERAL

      Except as provided in Section 8.3.2, Owner agrees that each payment
paid by Owner under the Equipment Notes, and any other payment or indemnity
paid by Owner to a Tax Indemnitee under any Operative Agreement, shall be
free of all withholdings or deductions with respect to Taxes of any nature
(other than U.S. federal, state or local withholding taxes on, based on or
measured by gross or net income), and in the event that Owner shall be
required by applicable law to make any such withholding or deduction for any
such payment (x) Owner shall make all such withholdings or deductions, (y)
the amount payable by Owner shall be increased so that after making all
required withholdings or deductions such Tax Indemnitee receives the same
amount that it would have received had no such withholdings or deductions
been made, and (z) Owner shall pay the full amount withheld or deducted to
the relevant Taxing Authority in accordance with applicable law.  Except as
provided in Section 8.3.2 and whether or not any of the transactions
contemplated hereby are consummated, Owner shall pay, indemnify, protect,
defend and hold each Tax Indemnitee harmless from all Taxes imposed by any
Taxing Authority that may from time to time be imposed on or asserted against
any Tax Indemnitee or the Aircraft, the Airframe, any Engine or any Part or
any interest in any of the foregoing (whether or not indemnified against by
any other Person), upon or with respect to the Operative Agreements or the
transactions or payments contemplated thereby, including but not limited to
any Tax imposed upon or with respect to (x) the Aircraft, the Airframe, any
Engine, any Part, any Operative Agreement (including without limitation any
Equipment Notes) or any data or any other thing delivered or to be delivered
under an Operative Agreement, (y) the purchase, manufacture, acceptance,
rejection, sale, transfer of title, return, ownership, mortgaging, delivery,
transport, charter, rental, lease, re-lease, sublease, assignment,
possession, repossession, presence, use, condition, storage, preparation,
maintenance, modification, alteration, improvement, operation, registration,
transfer or change of registration, reregistration, repair, replacement,
overhaul, location, control, the imposition of any Lien, financing,
refinancing requested by the Owner, abandonment or other disposition of the
Aircraft, the Airframe, any Engine, any Part, any data or any other thing
delivered or to be delivered under an Operative Agreement or (z) interest,
fees or any other income, proceeds, receipts or earnings, whether actual or

<PAGE>

deemed, arising upon, in connection with, or in respect of, any of the
Operative Agreements (including the property or income or other proceeds with
respect to property held as part of the Collateral) or the transactions
contemplated thereby.

            8.3.2 CERTAIN EXCEPTIONS

      The provisions of Section 8.3.1 shall not apply to, and Owner shall
have no liability hereunder for, Taxes:

      (a) imposed on a Tax Indemnitee by the federal government of the United
States or any Taxing Authority or governmental subdivision of the United States
or therein (including any state or local Taxing Authority) (i) on, based on, or
measured by, gross or net income or gross or net receipts, including capital
gains taxes, excess profits taxes, minimum taxes from tax preferences,
alternative minimum taxes, branch profits taxes, accumulated earnings taxes,
personal holding company taxes, succession taxes and estate taxes, and any
withholding taxes on, based on or measured by gross or net income or receipts or
(ii) on, or with respect to, or measured by, capital or net worth or in the
nature of a franchise tax or a tax for the privilege of doing business (other
than, in the case of clause (i) or (ii), sales, use, license or property Taxes);

      (b) imposed on a Tax Indemnitee by any Taxing Authority or governmental
subdivision thereof or therein outside of the United States (including any
Taxing Authority in or of a territory, possession or commonwealth of the United
States) (i) on, based on, or measured by, gross or net income or gross or net
receipts, including capital gains taxes, excess profits taxes, minimum taxes
from tax preferences, alternative minimum taxes, branch profits taxes,
accumulated earnings taxes, personal holding company taxes, succession taxes and
estate taxes, and any withholding taxes on, based on or measured by gross or net
income or receipts or (ii) on, or with respect to, or measured by, capital or
net worth or in the nature of a franchise tax or a tax for the privilege of
doing business (other than, in the case of clause (i) or (ii), (A) sales, use,
license or property Taxes, or (B) any Taxes imposed by any Taxing Authority
(other than a Taxing Authority within whose jurisdiction such Tax Indemnitee is
incorporated or organized or maintains its principal place of business) if such
Tax Indemnitee would not have been subject to Taxes of such type by such
jurisdiction but for (I) the location, use or operation of the Aircraft, the
Airframe, any Engine or any Part thereof by an Owner Person within the
jurisdiction of the Taxing Authority imposing such Tax, or (II) the activities

<PAGE>

of any Owner Person in such jurisdiction, including, but not limited to, use of
any other aircraft by Owner in such jurisdiction, (III) the status of any Owner
Person as a foreign entity or as an entity owned in whole or in part by foreign
persons, (IV) Owner having made (or having been deemed to have made) payments to
such Tax Indemnitee from the relevant jurisdiction or (V) in the case of the
Pass Through Trustees, the Note Holders or any related Tax Indemnitee, the Owner
being incorporated or organized or maintaining a place of business or conducting
activities in such jurisdiction);

      (c) on, or with respect to, or measured by, any trustee fees, commissions
or compensation received by the Pass Through Trustee, Subordination Agent or
Mortgagee;

      (d) that are being contested as provided in Section 8.3.4 hereof;

      (e) imposed on any Tax Indemnitee to the extent that such Taxes result
from the gross negligence or willful misconduct of such Tax Indemnitee or any
Affiliate thereof;

      (f) imposed on or with respect to a Tax Indemnitee (including the
transferee in those cases in which the Tax on transfer is imposed on, or is
collected from, the transferee) as a result of a transfer or other disposition
(including a deemed transfer or disposition) by such Tax Indemnitee or a related
Tax Indemnitee of any interest in the Aircraft, the Airframe, any Engine or any
Part, any interest arising under the Operative Agreements or any Equipment Note
or as a result of a transfer or disposition (including a deemed transfer or
disposition) of any interest in a Tax Indemnitee (other than (A) a substitution
or replacement of the Aircraft, the Airframe, any Engine or any Part by an Owner
Person that is treated for Tax purposes as a transfer or disposition, or (B) a
transfer pursuant to an exercise of remedies upon an Event of Default that shall
have occurred and have been continuing);

      (g) Taxes in excess of those that would have been imposed had there not
been a transfer or other disposition by or to such Tax Indemnitee or a related
Tax Indemnitee described in paragraph (f) above;

      (h) consisting of any interest, penalties or additions to tax imposed on a
Tax Indemnitee as a result of (in whole or in part) failure of such Tax
Indemnitee or a related Tax Indemnitee to file any return properly and timely,

<PAGE>

unless such failure shall be caused by the failure of Owner to fulfill its
obligations, if any, under Section 8.3.6 with respect to such return;

      (i) resulting from, or that would not have been imposed but for, any Liens
arising as a result of claims against, or acts or omissions of, or otherwise
attributable to such Tax Indemnitee or a related Tax Indemnitee that the Owner
is not obligated to discharge under the Operative Agreements;

      (j) imposed on any Tax Indemnitee as a result of the breach by such Tax
Indemnitee or a related Tax Indemnitee of any covenant of such Tax Indemnitee or
any Affiliate thereof contained in any Operative Agreement or the inaccuracy of
any representation or warranty by such Tax Indemnitee or any Affiliate thereof
in any Operative Agreement;

      (k) in the nature of an intangible or similar Tax (i) upon or with respect
to the value or principal amount of the interest of any Note Holder in any
Equipment Note or the loan evidenced thereby but only if such Taxes are in the
nature of franchise Taxes or result from the Tax Indemnitee doing business in
the taxing jurisdiction and are imposed because of the place of incorporation or
the activities unrelated to the transactions contemplated by the Operative
Agreements in the taxing jurisdiction of such Tax Indemnitee;

      (l) imposed on a Tax Indemnitee by a Taxing Authority of a jurisdiction
outside the United States to the extent that such Taxes would not have been
imposed but for a connection between the Tax Indemnitee or a related Tax
Indemnitee and such jurisdiction imposing such Tax unrelated to the transactions
contemplated by the Operative Agreements; or

      (m) Taxes relating to ERISA or Section 4975 of the Code.

      For purposes hereof, a Tax Indemnitee and any other Tax Indemnitees
that are successors, assigns, agents, servants or Affiliates of such Tax
Indemnitee shall be related Tax Indemnitees.

            8.3.3 PAYMENT

      (a) Owner's indemnity obligation to a Tax Indemnitee under this Section
8.3 shall equal the amount which, after taking into account any Tax imposed upon
the receipt or accrual of the amounts payable under this Section 8.3 and any tax

<PAGE>

benefits actually recognized by such Tax Indemnitee as a result of the
indemnifiable Tax (including, without limitation, any benefits recognized as a
result of an indemnifiable Tax being utilized by such Tax Indemnitee as a credit
against Taxes not indemnifiable under this Section 8.3), shall equal the amount
of the Tax indemnifiable under this Section 8.3.

      (b) At Owner's request, the computation of the amount of any indemnity
payment owed by Owner or any amount owed by a Tax Indemnitee to Owner pursuant
to this Section 8.3 shall be verified and certified by an independent public
accounting firm selected by such Tax Indemnitee and reasonably satisfactory to
Owner. Such verification shall be binding. The costs of such verification
(including the fee of such public accounting firm) shall be borne by Owner
unless such verification shall result in an adjustment in Owner's favor of 5% or
more of the net present value of the payment as computed by such Tax Indemnitee,
in which case the costs shall be paid by such Tax Indemnitee.

      (c) Each Tax Indemnitee shall provide Owner with such certifications,
information and documentation as shall be in such Tax Indemnitee's possession
and as shall be reasonably requested by Owner to minimize any indemnity payment
pursuant to this Section 8.3; provided, that notwithstanding anything to the
contrary contained herein, no Tax Indemnitee shall be required to provide Owner
with any Tax returns.

      (d) Each Tax Indemnitee shall promptly forward to Owner any written
notice, bill or advice received by it from any Taxing Authority concerning any
Tax for which it seeks indemnification under this Section 8.3. Owner shall pay
any amount for which it is liable pursuant to this Section 8.3 directly to the
appropriate Taxing Authority if legally permissible or upon demand of a Tax
Indemnitee, to such Tax Indemnitee within 30 days of such demand (or, if a
contest occurs in accordance with Section 8.3.4, within 30 days after a Final
Determination (as defined below)), but in no event more than one Business Day
prior to the date the Tax to which such amount payable hereunder relates is due.
If requested by a Tax Indemnitee in writing, Owner shall furnish to the
appropriate Tax Indemnitee the original or a certified copy of a receipt for
Owner's payment of any Tax paid by Owner or such other evidence of payment of
such Tax as is acceptable to such Tax Indemnitee. Owner shall also furnish
promptly upon written request such data as any Tax Indemnitee may reasonably
require to enable such Tax Indemnitee to comply with the requirements of any
taxing jurisdiction unless such data is not reasonably available to Owner or,
unless such data is specifically requested by a Taxing Authority, is not
customarily furnished by domestic air carriers under similar circumstances. For
purposes of this Section 8.3, a "Final Determination" shall mean (i) a decision,

<PAGE>

judgment, decree or other order by any court of competent jurisdiction that
occurs pursuant to the provisions of Section 8.3.4, which decision, judgment,
decree or other order has become final and unappealable, (ii) a closing
agreement or settlement agreement entered into in accordance with Section 8.3.4
that has become binding and is not subject to further review or appeal (absent
fraud, misrepresentation, etc.), or (iii) the termination of administrative
proceedings and the expiration of the time for instituting a claim in a court
proceeding.

      (e) If any Tax Indemnitee shall actually realize a tax savings by reason
of any Tax paid or indemnified by Owner pursuant to this Section 8.3 (whether
such tax savings shall be by means of a foreign tax credit, depreciation or cost
recovery deduction or otherwise) and such savings is not otherwise taken into
account in computing such payment or indemnity such Tax Indemnitee shall pay to
Owner an amount equal to the lesser of (i) the amount of such tax savings, plus
any additional tax savings recognized as the result of any payment made pursuant
to this sentence, when, as, if, and to the extent, realized or (ii) the amount
of all payments pursuant to this Section 8.3 by Owner to such Tax Indemnitee
(less any payments previously made by such Tax Indemnitee to Owner pursuant to
this Section 8.3.3 (e)) (and the excess, if any, of the amount described in
clause (i) over the amount described in clause (ii) shall be carried forward and
applied to reduce pro tanto any subsequent obligations of Owner to make payments
to such Tax Indemnitee pursuant to this Section 8.3); provided, that such Tax
Indemnitee shall not be required to make any payment pursuant to this sentence
so long as a Lease Event of Default of a monetary nature has occurred and is
continuing. If a tax benefit is later disallowed or denied, the disallowance or
denial shall be treated as a Tax indemnifiable under Section 8.3.1 without
regard to the provisions of Section 8.3.2 (other than Section 8.3.2 (f)). Each
such Tax Indemnitee shall in good faith use reasonable efforts in filing its tax
returns and in dealing with Taxing Authorities to seek and claim any such tax
benefit.

            8.3.4 CONTEST

      (a) If a written claim is made against a Tax Indemnitee for Taxes with
respect to which Owner could be liable for payment or indemnity hereunder, or if
a Tax Indemnitee makes a determination that a Tax is due for which Owner could
have an indemnity obligation hereunder, such Tax Indemnitee shall promptly give
Owner notice in writing of such claim (provided, that failure to so notify Owner

<PAGE>

shall not relieve Owner of its indemnity obligations hereunder unless such
failure to notify effectively forecloses Owner's rights to require a contest of
such claim) and shall take no action with respect to such claim without the
prior written consent of Owner for 30 days following the receipt of such notice
by Owner; provided, that, in the case of a claim made against a Tax Indemnitee,
if such Tax Indemnitee shall be required by law to take action prior to the end
of such 30-day period, such Tax Indemnitee shall, in such notice to Owner, so
inform Owner, and such Tax Indemnitee shall take no action for as long as it is
legally able to do so (it being understood that a Tax Indemnitee shall be
entitled to pay the Tax claimed and sue for a refund prior to the end of such
30-day period if (i)(A) the failure to so pay the Tax would result in
substantial penalties (unless immediately reimbursed by Owner) and the act of
paying the Tax would not materially prejudice the right to contest or (B) the
failure to so pay would result in criminal penalties and (ii) such Tax
Indemnitee shall take any action so required in connection with so paying the
Tax in a manner that is the least prejudicial to the pursuit of the contest). In
addition, such Tax Indemnitee shall (provided, that Owner shall have agreed to
keep such information confidential other than to the extent necessary in order
to contest the claim) furnish Owner with copies of any requests for information
from any Taxing Authority relating to such Taxes with respect to which Owner may
be required to indemnify hereunder. If requested by Owner in writing within 30
days after its receipt of such notice, such Tax Indemnitee shall, at the expense
of Owner (including, without limitation, all reasonable costs, expenses and
reasonable attorneys' and accountants' fees and disbursements), in good faith
contest (or, if permitted by applicable law, allow Owner to contest) through
appropriate administrative and judicial proceedings the validity, applicability
or amount of such Taxes by (I) resisting payment thereof, (II) not paying the
same except under protest if protest is necessary and proper or (III) if the
payment is made, using reasonable efforts to obtain a refund thereof in an
appropriate administrative and/or judicial proceeding. If requested to do so by
Owner, the Tax Indemnitee shall appeal any adverse administrative or judicial
decision, except that the Tax Indemnitee shall not be required to pursue any
appeals to the United States Supreme Court. If and to the extent the Tax
Indemnitee is able to separate the contested issue or issues from other issues
arising in the same administrative or judicial proceeding that are unrelated to
the transactions contemplated by the Operative Agreements without, in the good
faith judgment of such Tax Indemnitee, adversely affecting such Tax Indemnitee,

<PAGE>

such Tax Indemnitee shall permit Owner to control the conduct of any such
proceeding and shall provide to Owner (at Owner's cost and expense) with such
information or data that is in such Tax Indemnitee's control or possession that
is reasonably necessary to conduct such contest. In the case of a contest
controlled by a Tax Indemnitee, such Tax Indemnitee shall consult with Owner in
good faith regarding the manner of contesting such claim and shall keep Owner
reasonably informed regarding the progress of such contest. A Tax Indemnitee
shall not fail to take any action expressly required by this Section 8.3.4
(including, without limitation, any action regarding any appeal of an adverse
determination with respect to any claim) or settle or compromise any claim
without the prior written consent of the Owner (except as contemplated by
Section 8.3.4(b) or (c)).

      (b) Notwithstanding the foregoing, in no event shall a Tax Indemnitee be
required to pursue any contest (or to permit Owner to pursue any contest) unless
(i) Owner shall have agreed to pay such Tax Indemnitee on demand all reasonable
costs and expenses incurred by such Tax Indemnitee in connection with contesting
such Taxes, including, without limitation, all reasonable out of pocket costs
and expenses and reasonable attorneys' and accountants' fees and disbursements,
(ii) if such contest shall involve the payment of the claim, Owner shall advance
the amount thereof (to the extent indemnified hereunder) plus interest,
penalties and additions to tax with respect thereto that are required to be paid
prior to the commencement of such contest on an interest-free after-Tax basis to
such Tax Indemnitee (and such Tax Indemnitee shall promptly pay to the Owner any
net realized tax benefits resulting from such advance including any tax benefits
resulting from making such payment), (iii) such Tax Indemnitee shall have
reasonably determined that the action to be taken will not result in any
material risk of forfeiture, sale or loss of the Aircraft (unless Owner shall
have made provisions to protect the interests of any such Tax Indemnitee in a
manner reasonably satisfactory to such Tax Indemnitee) (provided, that such Tax
Indemnitee agrees to notify Owner in writing promptly after it becomes aware of
any such risk), (iv) no Lease Event of Default shall have occurred and be
continuing unless Owner has provided security for its obligations hereunder by
advancing to such Tax Indemnitee before proceeding or continuing with such
contest, the amount of the Tax being contested, plus any interest and penalties
and an amount estimated in good faith by such Tax Indemnitee for expenses, and
(v) prior to commencing any judicial action controlled by Owner, Owner shall
have acknowledged its liability for such claim hereunder, provided that Owner
shall not be bound by its acknowledgment if the Final Determination articulates

<PAGE>

conclusions of law and fact that demonstrate that Owner has no liability for the
contested amounts hereunder. Notwithstanding the foregoing, if any Tax
Indemnitee shall release, waive, compromise or settle any claim which may be
indemnifiable by Owner pursuant to this Section 8.3 without the written
permission of Owner, Owner's obligation to indemnify such Tax Indemnitee with
respect to such claim (and all directly related claims and claims based on the
outcome of such claim) shall terminate, subject to Section 8.3.4(c), and subject
to Section 8.3.4(c), such Tax Indemnitee shall repay to Owner any amount
previously paid or advanced to such Tax Indemnitee with respect to such claim,
plus interest at the rate that would have been payable by the relevant Taxing
Authority with respect to a refund of such Tax.

      (c) Notwithstanding anything contained in this Section 8.3, a Tax
Indemnitee will not be required to contest the imposition of any Tax and shall
be permitted to settle or compromise any claim without Owner's consent if such
Tax Indemnitee (i) shall waive its right to indemnity under this Section 8.3
with respect to such Tax (and any directly related claim and any claim the
outcome of which is determined based upon the outcome of such claim), (ii) shall
pay to Owner any amount previously paid or advanced by Owner pursuant to this
Section 8.3 with respect to such Tax, plus interest at the rate that would have
been payable by the relevant Taxing Authority with respect to a refund of such
Tax, and (iii) shall agree to discuss with Owner the views or positions of any
relevant Taxing Authority with respect to the imposition of such Tax.

            8.3.5 REFUND

      If any Tax Indemnitee shall receive a refund of, or be entitled to a
credit against other liability for, all or any part of any Taxes paid,
reimbursed or advanced by Owner, such Tax Indemnitee shall pay to Owner within
30 days of such receipt an amount equal to the lesser of (a) the amount of such
refund or credit plus any net tax benefit (taking into account any Taxes
incurred by such Tax Indemnitee by reason of the receipt of such refund or
realization of such credit) actually realized by such Tax Indemnitee as a result
of any payment by such Tax Indemnitee made pursuant to this sentence (including
this clause (a)) and (b) such tax payment, reimbursement or advance by Owner to
such Tax Indemnitee theretofore made pursuant to this Section 8.3 (and the
excess, if any, of the amount described in clause (a) over the amount described
in clause (b) shall be carried forward and applied to reduce pro tanto any

<PAGE>

subsequent obligation of Owner to make payments to such Tax Indemnitee pursuant
to this Section 8.3). If, in addition to such refund or credit, such Tax
Indemnitee shall receive (or be credited with) an amount representing interest
on the amount of such refund or credit, such Tax Indemnitee shall pay to Owner
within 30 days of such receipt or realization of such credit that proportion of
such interest that shall be fairly attributable to Taxes paid, reimbursed or
advanced by Owner prior to the receipt of such refund or realization of such
credit.

            8.3.6 TAX FILING

      If any report, return or statement is required to be filed with respect
to any Tax which is subject to indemnification under this Section 8.3, Owner
shall timely file the same (except for any such report, return or statement
which a Tax Indemnitee has timely notified the Owner in writing that such Tax
Indemnitee intends to file, or for which such Tax Indemnitee is required by
law to file, in its own name); provided, that the relevant Tax Indemnitee
shall furnish Owner with any information in such Tax Indemnitee's possession
or control that is reasonably necessary to file any such return, report or
statement and is reasonably requested in writing by Owner (it being
understood that the Tax Indemnitee shall not be required to furnish copies of
its actual tax returns, although it may be required to furnish relevant
information contained therein).  Owner shall either file such report, return
or statement and send a copy of such report, return or statement to such Tax
Indemnitee, or, where Owner is not permitted to file such report, return or
statement, it shall notify such Tax Indemnitee of such requirement and
prepare and deliver such report, return or statement to such Tax Indemnitee
in a manner satisfactory to such Tax Indemnitee within a reasonable time
prior to the time such report, return or statement is to be filed.

            8.3.7 FORMS

      Each Tax Indemnitee agrees to furnish from time to time to Owner or
Mortgagee or to such other person as Owner or Mortgagee may designate, at
Owner's or Mortgagee's request, such duly executed and properly completed
forms as may be necessary or appropriate in order to claim any reduction of
or exemption from any withholding or other Tax imposed by any Taxing
Authority, if (x) such reduction or exemption is available to such Tax
Indemnitee and (y) Owner has provided such Tax Indemnitee with any
information necessary to complete such form not otherwise reasonably
available to such Tax Indemnitee.

<PAGE>

            8.3.8 NON-PARTIES

      If a Tax Indemnitee is not a party to this Agreement, Owner may require
the Tax Indemnitee to agree in writing, in a form reasonably acceptable to
Owner, to the terms of this Section 8.3 and Section 15.8 prior to making any
payment to such Tax Indemnitee under this Section 8.3.

            8.3.9 SUBROGATION

      Upon payment of any Tax by Owner pursuant to this Section 8.3 to or on
behalf of a Tax Indemnitee, Owner, without any further action, shall be
subrogated to any claims that such Tax Indemnitee may have relating thereto.
Such Tax Indemnitee shall cooperate with Owner (to the extent such
cooperation does not result in any unreimbursed cost, expense or liability to
such Tax Indemnitee) to permit Owner to pursue such claims.

      8.4 PAYMENTS

      Any payments made pursuant to Section 8.1 or 8.3 shall be due on the
60th day after demand therefor and shall be made directly to the relevant
Indemnitee or Tax Indemnitee or to Owner, in immediately available funds at
such bank or to such account as specified by such Indemnitee or Tax
Indemnitee or Owner, as the case may be, in written directives to the payor,
or, if no such direction shall have been given, by check of the payor payable
to the order of, and mailed to, such Indemnitee or Tax Indemnitee or Owner,
as the case may be, by certified mail, postage prepaid, at its address as set
forth in this Agreement.

      8.5 INTEREST

      If any amount, payable by Owner, any Indemnitee or any Tax Indemnitee
under Section 8.1 or 8.3 is not paid when due, the person obligated to make
such payment shall pay on demand, to the extent permitted by Law, to the
person entitled thereto, interest on any such amount for the period from and
including the due date for such amount to but excluding the date the same is
paid, at the Payment Due Rate.  Such interest shall be paid in the same
manner as the unpaid amount in respect of which such interest is due.

      8.6 BENEFIT OF INDEMNITIES

      The obligations of Owner in respect of all indemnities, obligations,
adjustments and payments in Section 8.1 or 8.3 are expressly made for the

<PAGE>

benefit of, and shall be enforceable by, the Indemnitee or Tax Indemnitee
entitled thereto, notwithstanding any provision of the Trust Indenture.

SECTION 9. ASSIGNMENT OR TRANSFER OF INTEREST

      9.1 NOTE HOLDERS

      Subject to Section 6.3.2 hereof and Section 2.07 of the Trust
Indenture, any Note Holder may, at any time and from time to time, Transfer
or grant participations in all or any portion of the Equipment Notes and/or
all or any portion of its beneficial interest in its Equipment Notes to any
person (it being understood that the sale or issuance of Pass Through
Certificates by a Pass Through Trustee shall not be considered a Transfer or
participation); PROVIDED, that any participant in any such participations
shall not have any direct rights under the Operative Agreements or any Lien
on all or any part of the Aircraft or the Collateral and Owner shall not have
any increased liability or obligations as a result of any such
participation.  In the case of any such Transfer, the Transferee, by
acceptance of Equipment Notes in connection with such Transfer, shall be
deemed to be bound by all of the covenants of Note Holders contained in the
Operative Agreements.

      9.2 EFFECT OF TRANSFER

      Upon any Transfer in accordance with Section 9.1 (other than any Transfer
by any Note Holder, to the extent it only grants participations in Equipment
Notes or in its beneficial interest therein), Transferee shall be deemed a "Note
Holder," for all purposes of this Agreement and the other Operative Agreements,
and the transferring Note Holder shall be released from all of its liabilities
and obligations under this Agreement and any other Operative Agreements to the
extent such liabilities and obligations arise after such Transfer and, in each
case, to the extent such liabilities and obligations are assumed by the
Transferee; PROVIDED, that such transferring Note Holder (and its respective
Affiliates, successors, assigns, agents, servants, representatives, directors
and officers) will continue to have the benefit of any rights or indemnities
under any Operative Agreement vested or relating to circumstances, conditions,
acts or events prior to such Transfer.

SECTION 10. SECTION 1110

      It is the intention of each of the Owner, the Note Holders (such
intention being evidenced by each of their acceptance of an Equipment Note),

<PAGE>

and Mortgagee that Mortgagee shall be entitled to the benefits of
Section 1110 in the event of a case under Chapter 11 of the Bankruptcy Code
in which Owner is a debtor.

SECTION 11. CHANGE OF CITIZENSHIP

      11.1 GENERALLY

      Without prejudice to the representations, warranties or covenants
regarding the status of any party hereto as a Citizen of the United States,
each of Owner, WTC and Mortgagee agrees that it will, immediately upon
obtaining knowledge of any facts that would cast doubt upon its continuing
status as a Citizen of the United States and promptly upon public disclosure
of negotiations in respect of any transaction which would or might adversely
affect such status, notify in writing all parties hereto of all relevant
matters in connection therewith.

      11.2 MORTGAGEE

      Upon WTC giving any notice in accordance with Section 11.1, Mortgagee
shall (if and so long as such citizenship is necessary under the Act as in
effect at such time or, if it is not necessary, if and so long as Mortgagee's
citizenship could have any adverse effect on Owner, or any Note Holder),
subject to Section 9.02 of the Trust Indenture, resign as Mortgagee promptly
upon its ceasing to be such a citizen.

SECTION 12. MISCELLANEOUS

      12.1 AMENDMENTS

      No provision of this Agreement may be amended, supplemented, waived,
modified, discharged, terminated or otherwise varied orally, but only by an
instrument in writing that specifically identifies the provision of this
Agreement that it purports to amend, supplement, waive, modify, discharge,
terminate or otherwise vary and is signed by the party against which the
enforcement of the amendment, supplement, waiver, modification, discharge,
termination or variance is sought.  Each such amendment, supplement, waiver,
modification, discharge, termination or variance shall be effective only in
the specific instance and for the specific purpose for which it is given.  No
provision of this Agreement shall be varied or contradicted by oral
communication, course of dealing or performance or other manner not set forth
in an agreement, document or instrument in writing and signed by the party
against which enforcement of the same is sought.

<PAGE>

      12.2 SEVERABILITY

      If any provision hereof shall be held invalid, illegal or unenforceable
in any respect in any jurisdiction, then, to the extent permitted by Law,
(a) all other provisions hereof shall remain in full force and effect in such
jurisdiction and (b) such invalidity, illegality or unenforceability shall
not affect the validity, legality or enforceability of such provision in any
other jurisdiction.  If, however, any Law pursuant to which such provisions
are held invalid, illegal or unenforceable may be waived, such Law is hereby
waived by the parties hereto to the full extent permitted, to the end that
this Agreement shall be deemed to be a valid and binding agreement in all
respects, enforceable in accordance with its terms.

      12.3 SURVIVAL

      The indemnities set forth herein shall survive the delivery or return
of the Aircraft, the Transfer of any interest by any Note Holder of its
Equipment Note and the expiration or other termination of this Agreement or
any other Operative Agreement.

      12.4 REPRODUCTION OF DOCUMENTS

      This Agreement, all schedules and exhibits hereto and all agreements,
instruments and documents relating hereto, including, without limitation, (a)
consents, waivers and modifications that may hereafter be executed and
(b) financial statements, certificates and other information previously or
hereafter furnished to any party hereto, may be reproduced by such party by
any photographic, photostatic, microfilm, micro-card, miniature photographic
or other similar process, and such party may destroy any original documents
so reproduced.  Any such reproduction shall be as admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or
not the original is in existence and whether or not such reproduction was
made by such party in the regular course of business) and any enlargement,
facsimile or further reproduction of such reproduction likewise is admissible
in evidence.

      12.5 COUNTERPARTS

      This Agreement and any amendments, waivers, consents or supplements
hereto may be executed in any number of counterparts (or upon separate
signature pages bound together into one or more counterparts), each of which

<PAGE>

when so executed shall be deemed to be an original, and all of which
counterparts, taken together, shall constitute one and the same instrument.

      12.6 NO WAIVER

      No failure on the part of any party hereto to exercise, and no delay by
any party hereto in exercising, any of its respective rights, powers,
remedies or privileges under this Agreement or provided at Law, in equity or
otherwise shall impair, prejudice or constitute a waiver of any such right,
power, remedy or privilege or be construed as a waiver of any breach hereof
or default hereunder or as an acquiescence therein nor shall any single or
partial exercise of any such right, power, remedy or privilege preclude any
other or further exercise thereof by it or the exercise of any other right,
power, remedy or privilege by it.  No notice to or demand on any party hereto
in any case shall, unless otherwise required under this Agreement, entitle
such party to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of any party hereto to any
other or further action in any circumstances without notice or demand.

      12.7 NOTICES

      Unless otherwise expressly permitted by the terms hereof, all notices,
requests, demands, authorizations, directions, consents, waivers and other
communications required or permitted to be made, given, furnished or filed
hereunder shall be in writing (it being understood that the specification of
a writing in certain instances and not in others does not imply an intention
that a writing is not required as to the latter), shall refer specifically to
this Agreement or other applicable Operative Agreement, and shall be
personally delivered, sent by facsimile or telecommunication transmission
(which in either case provides written confirmation to the sender of its
delivery), sent by registered mail or certified mail, return receipt
requested, postage prepaid, or sent by overnight courier service, in each
case to the respective address, or facsimile number set forth for such party
in Schedule 1, or to such other address, facsimile or other number as each
party hereto may hereafter specify by notice to the other parties hereto.
Each such notice, request, demand, authorization, direction, consent, waiver
or other communication shall be effective when received or, if made, given,
furnished or filed (a) by facsimile or telecommunication transmission, when
confirmed, or (b) by registered or certified mail, three Business Days after
being deposited, properly addressed, with the U.S. Postal Service.

<PAGE>

      12.8 GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE

      (A) THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY THE LAWS OF THE
STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE. THIS AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.

      (B) EACH PARTY HERETO HEREBY IRREVOCABLY AGREES, ACCEPTS AND SUBMITS
ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK
IN THE CITY AND COUNTY OF NEW YORK AND OF THE UNITED STATES FOR THE SOUTHERN
DISTRICT OF NEW YORK, IN CONNECTION WITH ANY LEGAL ACTION, SUIT OR PROCEEDING
WITH RESPECT TO ANY MATTER RELATING TO OR ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT.

      (C) EACH PARTY HERETO HEREBY IRREVOCABLY CONSENTS AND AGREES TO THE
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING MAY BE MADE BY
MAILING COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, AT THE
ADDRESS SET FORTH PURSUANT TO SECTION 12.7. EACH PARTY HERETO HEREBY AGREES THAT
SERVICE UPON IT, OR ANY OF ITS AGENTS, IN EACH CASE IN ACCORDANCE WITH THIS
SECTION 12.8(C), SHALL CONSTITUTE VALID AND EFFECTIVE PERSONAL SERVICE UPON SUCH
PARTY, AND EACH PARTY HERETO HEREBY AGREES THAT THE FAILURE OF ANY OF ITS AGENTS
TO GIVE ANY NOTICE OF SUCH SERVICE TO ANY SUCH PARTY SHALL NOT IMPAIR OR AFFECT
IN ANY WAY THE VALIDITY OF SUCH SERVICE ON SUCH PARTY OR ANY JUDGMENT RENDERED
IN ANY ACTION OR PROCEEDING BASED THEREON.

      (D) EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, AND AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR
OTHERWISE, IN ANY LEGAL ACTION OR PROCEEDING BROUGHT HEREUNDER IN ANY OF THE
ABOVE-NAMED COURTS, THAT SUCH ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT
FORUM, THAT VENUE FOR THE ACTION OR PROCEEDING IS IMPROPER OR THAT THIS
AGREEMENT OR ANY OTHER OPERATIVE AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS.

      (E) EACH PARTY HERETO HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION IN ANY COURT IN ANY JURISDICTION BASED UPON OR
ARISING OUT OF OR RELATING TO THIS AGREEMENT.

      12.9 THIRD-PARTY BENEFICIARY

      This Agreement is not intended to, and shall not, provide any person
not a party hereto (other than the Indenture Indemnitees, each of which is an

<PAGE>

intended third party beneficiary with respect to the provisions of
Section 8.1 and the persons referred to in Section 6.4.6, which are intended
third party beneficiaries with respect to such Section) with any rights of
any nature whatsoever against any of the parties hereto and no person not a
party hereto (other than the Indenture Indemnitees, with respect to the
provisions of Section 8.1, and the persons referred to in Section 6.4.6 with
respect to the provisions of such Section) shall have any right, power or
privilege in respect of any party hereto, or have any benefit or interest,
arising out of this Agreement.

      12.10 ENTIRE AGREEMENT

      This Agreement, together with the other Operative Agreements, on and as
of the date hereof, constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and all prior or contemporaneous
understandings or agreements, whether written or oral, among any of the
parties hereto with respect to such subject matter are hereby superseded in
their entireties.

      12.11 FURTHER ASSURANCES

      Each party hereto shall execute, acknowledge and deliver or shall cause
to be executed, acknowledged and delivered, all such further agreements,
instruments, certificates or documents, and shall do and cause to be done
such further acts and things, in any case, as any other party hereto shall
reasonably request in connection with the administration of, or to carry out
more effectually the purposes of, or to better assure and confirm into such
other party the rights and benefits to be provided under this Agreement and
the other Operative Agreements.

                    [This space intentionally left blank]

<PAGE>

      IN WITNESS WHEREOF, each of the parties has caused this Participation
Agreement to be duly executed and delivered as of the day and year first
above written.

                                    CONTINENTAL AIRLINES, INC.,
                                       Owner



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


                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Mortgagee



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


                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Pass Through Trustee under
                                       the Pass Through Trust Agreement for
                                       the Continental Airlines Pass Through
                                       Trust, 2000-2A-1-0



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



<PAGE>

                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Pass Through Trustee under
                                       the Pass Through Trust Agreement for
                                       the Continental Airlines Pass Through
                                       Trust, 2000-2A-2-0



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


                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Pass Through Trustee under
                                       the Pass Through Trust Agreement for
                                       the Continental Airlines Pass Through
                                       Trust, 2000-2B-0



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


                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Pass Through Trustee under
                                       the Pass Through Trust Agreement for
                                       the Continental Airlines Pass Through
                                       Trust, 2000-2C-0



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



<PAGE>

                                    WILMINGTON TRUST COMPANY,
                                       not in its individual capacity, except
                                       as expressly provided herein, but
                                       solely as Subordination Agent



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

<PAGE>

                                                     -------------------------
                                                             SCHEDULE 1
                                                                 TO
                                                      PARTICIPATION AGREEMENT
                                                     -------------------------

                               ACCOUNTS; ADDRESSES

<TABLE>
<CAPTION>
                      ACCOUNT FOR PAYMENTS                 ADDRESS FOR NOTICES
                      --------------------                 -------------------

<S>                <C>                                 <C>
CONTINENTAL        The Chase Manhattan Bank            Continental Airlines, Inc.
AIRLINES, INC.     New York, New York 10081            1600 Smith Street
                   Account No.: 910-2-499291           Dept. HQS-FN
                   ABA#: 021-000021                    Houston, Texas 77002
                   Attention: Darlene Cafferata        Attention: Senior Vice
                   Voice: 312-807-4084                   President - Finance
                   Facsimile: 312-807-4501             Facsimile: (713) 324-2447
                   Reference: Continental [___]

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, MORTGAGEE  New York, New York 10081            Rodney Square North
                    Account No.: 920-1-014363           1100 North Market Street
                    ABA#: 021-000021                    Wilmington, Delaware 19890
                    Attention: Corporate Trust          Attention: Corporate Trust
                     Administration                      Administration
                    Reference: Continental [___]        Facsimile: (302) 651-8882

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS         New York, New York 10081            Rodney Square North
SUBORDINATION AGENT Account No.: 920-1-014363           1100 North Market Street
                    ABA#: 021-000021                    Wilmington, Delaware 19890
                    Attention: Corporate Trust          Attention: Corporate Trust
                     Administration                      Administration
                    Reference: Continental [___]        Facsimile:  (302) 651-8882

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS PASS    New York, New York  10081           Rodney Square North
THROUGH TRUSTEE     Account No.: 920-1-014363           1100 North Market Street
FOR THE 2000-2A-1   ABA#: 021-000021                    Wilmington, Delaware  19890
PASS THROUGH TRUST  Attention: Corporate Trust          Attention:  Corporate Trust
                     Administration                      Administration
                     Reference: Continental [__]        Facsimile:  (302) 651-8882

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS PASS    New York, New York  10081           Rodney Square North
THROUGH TRUSTEE     Account No.: 920-1-014363           1100 North Market Street
FOR THE 2000-2A-2   ABA#: 021-000021                    Wilmington, Delaware  19890
PASS THROUGH TRUST  Attention: Corporate Trust          Attention:  Corporate Trust
                     Administration                      Administration
                     Reference: Continental [__]        Facsimile:  (302) 651-8882

<PAGE>

                      ACCOUNT FOR PAYMENTS                 ADDRESS FOR NOTICES
                      --------------------                 -------------------

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS PASS    New York, New York  10081           Rodney Square North
THROUGH TRUSTEE     Account No.: 920-1-014363           1100 North Market Street
FOR THE 2000-2B     ABA#:  021-000021                   Wilmington, Delaware  19890
PASS THROUGH TRUST  Attention:  Corporate Trust         Attention:  Corporate Trust
                     Administration                      Administration
                    Reference:  Continental [__]        Facsimile:  (302) 651-8882

WILMINGTON TRUST    The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS PASS    New York, New York  10081           Rodney Square North
THROUGH TRUSTEE     Account No.: 920-1-014363           1100 North Market Street
FOR THE 2000-2C     ABA#:  021-000021                   Wilmington, Delaware  19890
PASS THROUGH TRUST  Attention:  Corporate Trust         Attention:  Corporate Trust
                     Administration                      Administration
                    Reference:  Continental [__]        Facsimile:  (302) 651-8882

[WILMINGTON TRUST   The Chase Manhattan Bank            Wilmington Trust Company
COMPANY, AS PASS    New York, New York  10081           Rodney Square North
THROUGH TRUSTEE     Account No.: 920-1-014363           1100 North Market Street
FOR THE 2000-2D     ABA#:  021-000021                   Wilmington, Delaware  19890
PASS THROUGH TRUST] Attention:  Corporate Trust         Attention:  Corporate Trust
                     Administration                      Administration
                    Reference:  Continental [__]        Facsimile:  (302) 651-8882
</TABLE>

<PAGE>

                                                    --------------------------
                                                     SCHEDULE 2 - COMMITMENTS
                                                      Participation Agreement
                                                    --------------------------

                                 COMMITMENTS

       PASS THROUGH                SERIES OF                DOLLAR AMOUNT
         TRUSTEE                EQUIPMENT NOTES                OF LOAN
------------------------ ----------------------------- ------------------------

<PAGE>

                                                  ----------------------------
                                                   SCHEDULE 3 - CERTAIN TERMS
                                                     PARTICIPATION AGREEMENT
                                                  ----------------------------

                                CERTAIN TERMS


                  DEFINED TERM                           DEFINITION
                  ------------                           ----------

           [OMITTED AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]

<PAGE>

                                             ----------------------------------
                                              SCHEDULE 4 - PERMITTED COUNTRIES
                                                      PARTICIPATION AGREEMENT
                                             ----------------------------------

                             PERMITTED COUNTRIES

Argentina                               Malaysia

Australia                               Malta

Austria                                 Mexico

Bahamas                                 Morocco

Belgium                                 Netherlands

Brazil                                  New Zealand

Canada                                  Norway

Chile                                   Paraguay

Denmark                                 People's Republic of China

Egypt                                   Philippines

Ecuador                                 Portugal

Finland                                 Republic of China (Taiwan)

France                                  Singapore

Germany                                 South Africa

Greece                                  South Korea

Hungary                                 Spain

Iceland                                 Sweden

India                                   Switzerland

Indonesia                               Thailand

Ireland                                 Trinidad and Tobago

Italy                                   United Kingdom

Japan                                   Uruguay

Luxembourg                              Venezuela