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                             NOTE PURCHASE AGREEMENT

                          Dated as of December 10, 2003

                                      Among

                           CONTINENTAL AIRLINES, INC.,

                            WILMINGTON TRUST COMPANY,
                        as Pass Through Trustee under the
                          Pass Through Trust Agreement

                            WILMINGTON TRUST COMPANY,
                             as Subordination Agent

                WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
                                 as Escrow Agent

                                       and

                            WILMINGTON TRUST COMPANY,
                                 as Paying Agent







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<PAGE>

                        INDEX TO NOTE PURCHASE AGREEMENT

                                                                            Page

SECTION 1.  Financing of New Aircraft........................................ 3
SECTION 2.  Conditions Precedent............................................. 6
SECTION 3.  Representations and Warranties................................... 7
SECTION 4.  Covenants........................................................11
SECTION 5.  Notices..........................................................12
SECTION 6.  Expenses.........................................................12
SECTION 7.  Further Assurances...............................................13
SECTION 8.  Miscellaneous....................................................14
SECTION 9.  Governing Law....................................................15

                                    SCHEDULES

Schedule I     Aircraft
Schedule II    Trust Supplement
Schedule III   Mandatory Economic Terms

                                      ANNEX

Annex A        Definitions

                                    EXHIBITS

Exhibit A      Form of Participation Agreement
Exhibit B      Form of Lease
Exhibit C      Form of Trust Indenture
Exhibit D-1    Form of Purchase Agreement Assignment (Seller not Manufacturer)
Exhibit D-2    Form of Purchase Agreement Assignment (Seller is Manufacturer)
Exhibit E      Form of Trust Agreement
Exhibit F      Form of Delivery Notice



<PAGE>
                             NOTE PURCHASE AGREEMENT

            This NOTE PURCHASE AGREEMENT, dated as of December 10, 2003, among
(i) CONTINENTAL AIRLINES, INC., a Delaware corporation (the "Company"), (ii)
WILMINGTON TRUST COMPANY ("WTC"), a Delaware banking corporation, not in its
individual capacity except as otherwise expressly provided herein, but solely as
trustee (in such capacity together with its successors in such capacity, the
"Pass Through Trustee") under the Pass Through Trust Agreement (as defined
below), (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
subordination agent and trustee (in such capacity together with its successors
in such capacity, the "Subordination Agent") under the Intercreditor Agreement
(as defined below), (iv) WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a
national banking association, as Escrow Agent (in such capacity together with
its successors in such capacity, the "Escrow Agent"), under the Escrow and
Paying Agent Agreement (as defined below) and (v) WILMINGTON TRUST COMPANY, a
Delaware banking corporation, as Paying Agent (in such capacity together with
its successors in such capacity, the "Paying Agent") under the Escrow and Paying
Agent Agreement.

                             W I T N E S S E T H:

            WHEREAS, capitalized terms used but not defined herein shall have
the meanings ascribed to such terms in Annex A hereto;

            WHEREAS, the Company has (i) previously taken delivery of the 34
Embraer EMB-145 XR aircraft listed in Part A of Schedule I hereto (the "EXISTING
AIRCRAFT"), each of which has been leased to the Company pursuant to a separate
lease agreement (collectively, the "EXISTING LEASES") and (ii) obtained
commitments from the Manufacturer pursuant to the Purchase Agreement for the
delivery of the two Embraer EMB-145 XR aircraft listed in Part B of Schedule I
hereto (the "NEW AIRCRAFT" and, together with the Existing Aircraft, the
"AIRCRAFT"), which the Manufacturer has advised the Company will be financed on
delivery to the Company pursuant to interim leases substantially the same as the
Existing Leases (together with the Existing Leases, the "INTERIM LEASES");

            WHEREAS, the Manufacturer, which is obligated to arrange lease
financing of the Aircraft for the Company, wishes to arrange debt financing with
respect to a portion of the purchase price of the Aircraft and, at the request
of the Manufacturer, the Company has entered into this Agreement;


<PAGE>

            WHEREAS, pursuant to the Basic Pass Through Trust Agreement and the
Trust Supplement set forth in Schedule II hereto, and concurrently with the
execution and delivery of this Agreement, a grantor trust (the "PASS THROUGH
TRUST") has been created to facilitate certain of the transactions contemplated
hereby, including, without limitation, the issuance and sale of pass through
certificates pursuant thereto (the "CERTIFICATES") to provide for a portion of
the financing of the Aircraft;

            WHEREAS, the Company has entered into the Underwriting Agreement
dated as of December 3, 2003 (the "UNDERWRITING AGREEMENT") with the
underwriters (the "UNDERWRITERS") named therein, which provides that the Company
will cause the Pass Through Trustee to issue and sell the Certificates to the
Underwriters on the Issuance Date;

            WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) the Escrow Agent and the Depositary have entered into a Deposit
Agreement, dated as of the Issuance Date, relating to the Pass Through Trust
(the "DEPOSIT AGREEMENT") whereby the Escrow Agent agreed to direct the
Underwriters to make certain deposits referred to therein on the Issuance Date
(the "INITIAL DEPOSITS") and to permit the Pass Through Trustee to make
additional deposits from time to time thereafter (the Initial Deposits together
with such additional deposits are collectively referred to as the "DEPOSITS")
and (ii) the Pass Through Trustee, the Underwriters, the Paying Agent and the
Escrow Agent have entered into the Escrow and Paying Agent Agreement, dated as
of the Issuance Date, relating to the Pass Through Trust (the "ESCROW AND PAYING
AGENT AGREEMENT") whereby, among other things, (a) the Underwriters agreed to
deliver an amount equal to the amount of the Initial Deposits to the Depositary
on behalf of the Escrow Agent and (b) the Escrow Agent, upon the Depositary
receiving such amount, agreed to deliver escrow receipts to be affixed to each
Certificate;

            WHEREAS, upon receipt of a Delivery Notice with respect to an
Aircraft, subject to the terms and conditions of this Agreement, the Pass
Through Trustee will enter into the applicable Financing Agreements relating to
such Aircraft;

            WHEREAS, upon the financing of each Aircraft, the Pass Through
Trustee will fund its purchase of Equipment Notes with the proceeds of one or
more Deposits withdrawn by the Escrow Agent under the Deposit Agreement (or, if
financed on the Issuance Date, with a portion of the proceeds from the offering
of the Certificates); and


<PAGE>

            WHEREAS, concurrently with the execution and delivery of this
Agreement, (i) Citibank, N.A. (the "LIQUIDITY PROVIDER"), has entered into a
revolving credit agreement for the benefit of the Certificateholders with the
Subordination Agent, as agent for the Pass Through Trustee (the "LIQUIDITY
FACILITY") and (ii) the Pass Through Trustee, the Liquidity Provider and the
Subordination Agent have entered into the Intercreditor Agreement, dated as of
the date hereof (the "INTERCREDITOR AGREEMENT");

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

            SECTION 1. FINANCING OF AIRCRAFT. (a) The Company confirms that (i)
it has previously taken delivery of the Existing Aircraft under the Purchase
Agreement and, as of the Issuance Date, leases as lessee the Existing Aircraft
pursuant to the Existing Leases and (ii) ExpressJet Airlines, Inc. has entered
into the Purchase Agreement with the Manufacturer pursuant to which ExpressJet
Airlines, Inc. has agreed to acquire, and the Manufacturer has agreed to
deliver, the New Aircraft in December 2003, all on and subject to terms and
conditions specified in the Purchase Agreement. The Company agrees to finance
the Aircraft in the manner provided herein, all on and subject to the terms and
conditions hereof and of the relevant Financing Agreements.

            (b) In furtherance of the foregoing, the Company agrees to give the
parties hereto, the Depositary and each of the Rating Agencies not less than two
Business Days' prior notice substantially in the form of Exhibit F hereto (a
"DELIVERY NOTICE") of the scheduled closing date (the "SCHEDULED CLOSING DATE")
(or, in the case of a substitute Delivery Notice under Section 1(e) or (f)
hereof, one Business Day's prior notice) in respect of the financing of each
Aircraft under this Agreement, which notice shall:

            (i) specify the Scheduled Closing Date of such Aircraft (which shall
be a Business Day before the Cut-off Date) on which the financing therefor in
the manner provided herein shall be consummated);

            (ii) instruct the Pass Through Trustee to instruct the Escrow Agent
to provide a Notice of Purchase Withdrawal to the Depositary with respect to the

<PAGE>

Equipment Notes to be issued in connection with the financing of such Aircraft
(except in the case of any such financing on the Issuance Date);

            (iii) instruct the Pass Through Trustee to enter into the
Participation Agreement included in the Financing Agreements with respect to
such Aircraft in such form and at such a time on or before the Scheduled Closing
Date specified in such Delivery Notice and to perform its obligations
thereunder; and

            (iv) specify the principal amount of the Equipment Notes to be
issued, and purchased by the Pass Through Trustee, in connection with the
financing of such Aircraft scheduled to be financed on such Scheduled Closing
Date (which shall in all respects comply with the Mandatory Economic Terms).

Notwithstanding the foregoing, in the case of any Aircraft to be financed
hereunder on the Issuance Date, the Delivery Notice therefor may be delivered to
the parties hereto on the Issuance Date.

            (c) Upon receipt of a Delivery Notice, the Pass Through Trustee
shall, and shall cause the Subordination Agent to, enter into and perform their
obligations under the Participation Agreement specified in such Delivery Notice,
PROVIDED that such Participation Agreement and the other Financing Agreements to
be entered into pursuant to such Participation Agreement shall be in the forms
thereof annexed hereto, with no changes therein other than such changes as shall
be necessary to reflect the dates of the agreements, the serial number,
registration number and tail number of the applicable Aircraft, the serial
numbers of the applicable engines, the pricing and economic information (which
shall not vary the Mandatory Economic Terms), the Loan Trustee's account
information, the identity of the Seller and FAA filing information with respect
to the Interim Leases and related documents and other identifying information
relating to the Interim Leases and related documents. With respect to each
Aircraft, the Company shall cause WTC (or such other person that meets the
eligibility requirements to act as loan trustee under the Trust Indenture) to
execute as Loan Trustee the Financing Agreements relating to such Aircraft to
which such Loan Trustee is intended to be a party, and shall concurrently
therewith execute such Financing Agreements to which the Company is intended to
be a party and perform its respective obligations thereunder. Upon the request
of either Rating Agency, the Company shall deliver or cause to be delivered to
each Rating Agency a true and complete copy of each Financing Agreement relating
to the financing of each Aircraft together with a true and complete set of the

<PAGE>

closing documentation (including legal opinions) delivered to the related Loan
Trustee, Subordination Agent and Pass Through Trustee under the related
Participation Agreement.

            (d) [Intentionally omitted.]

            (e) If after giving any Delivery Notice, there shall be a delay in
the delivery of the New Aircraft referred to therein, or if on the Scheduled
Closing Date of an Aircraft the financing thereof in the manner contemplated
hereby shall not be consummated for whatever reason, the Company shall give the
parties hereto prompt notice thereof. Concurrently with the giving of such
notice of postponement or subsequently, the Company shall give the parties
hereto a substitute Delivery Notice specifying the date to which the financing
of such Aircraft shall have been re-scheduled (which shall be a Business Day
before the Cut-off Date on which the Escrow Agent shall be entitled to withdraw
one or more Deposits under the Deposit Agreement to enable the Pass Through
Trustee to fund its purchase of the related Equipment Notes). Upon receipt of
any such notice of postponement, the Pass Through Trustee shall comply with its
obligations under Section 5.01 of the Trust Supplement and thereafter the
financing of such Aircraft, as specified in such substitute Delivery Notice,
shall take place on the re-scheduled closing date therefor (all on and subject
to the terms and conditions of the relevant Financing Agreements) unless further
postponed as provided herein.

            (f) Anything in this Section 1 to the contrary notwithstanding, the
Company shall have the right to accept delivery of a New Aircraft under the
Purchase Agreement on the Delivery Date thereof by utilization of bridge
financing of such New Aircraft and promptly thereafter give the parties hereto a
Delivery Notice specifying a Scheduled Closing Date not later than 90 days after
the Delivery Date of such New Aircraft and no later than the Cut-off Date and
otherwise complying with the provisions of Section 1(b) hereof. All other terms
and conditions of this Note Purchase Agreement shall apply to the financing of
any such New Aircraft on the re-scheduled closing date therefor except (i) the
re-scheduled closing date shall be deemed the Delivery Date of such New Aircraft
for all purposes of this Section 1 and (ii) the related Financing Agreements
shall be amended to reflect the original delivery of such New Aircraft to the
Company.

            (g) If the scheduled Delivery Date for any New Aircraft is delayed
beyond January 31, 2004, the Company may identify for delivery a substitute

<PAGE>

aircraft therefor meeting the following conditions (a "SUBSTITUTE AIRCRAFT"):
(i) a Substitute Aircraft must be an Embraer EMB-145 XR aircraft manufactured
after the date of this Agreement and (ii) the Company shall be obligated to
obtain Rating Agency Confirmation in respect of the replacement of any New
Aircraft by Substitute Aircraft. Upon the satisfaction of the conditions set
forth above with respect to a Substitute Aircraft, the New Aircraft to be
replaced shall cease to be subject to this Agreement and all rights and
obligations of the parties hereto concerning such New Aircraft shall cease, and
such Substitute Aircraft shall become and thereafter be subject to the terms and
conditions of this Agreement to the same extent as such New Aircraft.

            (h) The Company shall have no liability for the failure of the Pass
Through Trustee to purchase Equipment Notes with respect to any Aircraft or
Substitute Aircraft.

            (i) The parties agree that if, in connection with the financing of a
New Aircraft or Substitute Aircraft, any Owner Participant who is to be a party
to any Financing Agreement shall be a "Citizen of the United States" within the
meaning of Section 40102(a)(15) of the Act, then the applicable Financing
Agreements may be modified to eliminate the restrictions on the Owner
Participant's right to control the Owner Trustee and to make other customary
changes to reflect that the Owner Participant is a "Citizen of the United
States".

            (j) Anything herein to the contrary notwithstanding, the Company
shall not have the right, and shall not be entitled, at any time to request the
issuance of Equipment Notes to the Pass Through Trustee in an aggregate
principal amount in excess of the amount of the Deposits then available for
withdrawal by the Escrow Agent under and in accordance with the provisions of
the Deposit Agreement.

            SECTION 2. CONDITIONS PRECEDENT. The obligation of the Pass Through
Trustee to enter into, and to cause the Subordination Agent to enter into, any
Participation Agreement as directed pursuant to a Delivery Notice and to perform
its obligations thereunder is subject to satisfaction of the following
conditions:

            (a) no Triggering Event shall have occurred; and

            (b) the Company shall have delivered a certificate to such Pass
Through Trustee and the Liquidity Provider stating that such Participation

<PAGE>

Agreement and the other Financing Agreements to be entered into pursuant to such
Participation Agreement do not vary the Mandatory Economic Terms.

            Anything herein to the contrary notwithstanding, the obligation of
the Pass Through Trustee to purchase Equipment Notes shall terminate on the
Cut-off Date.

            SECTION 3.  REPRESENTATIONS AND WARRANTIES.  (a)  The Company
represents and warrants that:

                  (i) the Company is duly incorporated, validly existing and in
            good standing under the laws of the State of Delaware and is a
            "citizen of the United States" as defined in Section 40102(a)(15) of
            the Act, and has the full corporate power, authority and legal right
            under the laws of the State of Delaware to execute and deliver this
            Agreement and each Financing Agreement to which it will be a party
            and to carry out the obligations of the Company under this Agreement
            and each Financing Agreement to which it will be a party;

                  (ii) the execution and delivery by the Company of this
            Agreement and the performance by the Company of its obligations
            under this Agreement have been duly authorized by the Company and
            will not violate its Certificate of Incorporation or by-laws or the
            provisions of any indenture, mortgage, contract or other agreement
            to which it is a party or by which it is bound; and

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

            (b) WTC represents and warrants that:

                  (i) WTC is duly incorporated, validly existing and in good
            standing under the laws of the State of Delaware and is a "citizen
            of the United States" as defined in Section 40102(a)(15) of the Act,
            and has the full corporate power, authority and legal right under
            the laws of the State of Delaware and the United States pertaining

<PAGE>

            to its banking, trust and fiduciary powers to execute and deliver
            this Agreement and each Financing Agreement to which it will be a
            party and to carry out the obligations of WTC, in its capacity as
            Subordination Agent, Pass Through Trustee or Paying Agent, as the
            case may be, under this Agreement and each Financing Agreement to
            which it will be a party;

                  (ii) the execution and delivery by WTC, in its capacity as
            Subordination Agent, Pass Through Trustee or Paying Agent, as the
            case may be, of this Agreement and the performance by WTC, in its
            capacity as Subordination Agent, Pass Through Trustee or Paying
            Agent, as the case may be, of its obligations under this Agreement
            have been duly authorized by WTC, in its capacity as Subordination
            Agent, Pass Through Trustee or Paying Agent, as the case may be, and
            will not violate its articles of association or by-laws or the
            provisions of any indenture, mortgage, contract or other agreement
            to which it is a party or by which it is bound; and

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

            (c) The Pass Through Trustee hereby confirms to each of the other
parties hereto that its representations and warranties set forth in Section 7.15
of the Basic Pass Through Trust Agreement and Section 5.04 of the Trust
Supplement are true and correct as of the date hereof.

            (d) The Subordination Agent represents and warrants that:

                  (i) the Subordination Agent is duly incorporated, validly
            existing and in good standing under the laws of the State of
            Delaware, and has the full corporate power, authority and legal
            right under the laws of the State of Delaware and the United States
            pertaining to its banking, trust and fiduciary powers to execute and

<PAGE>

            deliver this Agreement and each Financing Agreement to which it is
            or will be a party and to perform its obligations under this
            Agreement and each Financing Agreement to which it is or will be a
            party;

                  (ii) this Agreement has been duly authorized, executed and
            delivered by the Subordination Agent; this Agreement constitutes the
            legal, valid and binding obligations of the Subordination Agent
            enforceable against it in accordance with its terms, except as the
            same may be limited by applicable bankruptcy, insolvency,
            reorganization, moratorium or similar laws affecting the rights of
            creditors generally and by general principles of equity, whether
            considered in a proceeding at law or in equity;

                  (iii) none of the execution, delivery and performance by the
            Subordination Agent of this Agreement contravenes any law, rule or
            regulation of the State of Delaware or any United States
            governmental authority or agency regulating the Subordination
            Agent's banking, trust or fiduciary powers or any judgment or order
            applicable to or binding on the Subordination Agent and do not
            contravene the Subordination Agent's articles of association or
            by-laws or result in any breach of, or constitute a default under,
            any agreement or instrument to which the Subordination Agent is a
            party or by which it or any of its properties may be bound;

                  (iv) neither the execution and delivery by the Subordination
            Agent of this Agreement nor the consummation by the Subordination
            Agent of any of the transactions contemplated hereby requires the
            consent or approval of, the giving of notice to, the registration
            with, or the taking of any other action with respect to, any
            Delaware governmental authority or agency or any federal
            governmental authority or agency regulating the Subordination
            Agent's banking, trust or fiduciary powers;

                  (v) there are no Taxes payable by the Subordination Agent
            imposed by the State of Delaware or any political subdivision or
            taxing authority thereof in connection with the execution, delivery
            and performance by the Subordination Agent of this Agreement (other
            than franchise or other taxes based on or measured by any fees or

<PAGE>

            compensation received by the Subordination Agent for services
            rendered in connection with the transactions contemplated by the
            Intercreditor Agreement or any of the Liquidity Facilities), and
            there are no Taxes payable by the Subordination Agent imposed by the
            State of Delaware or any political subdivision thereof in connection
            with the acquisition, possession or ownership by the Subordination
            Agent of any of the Equipment Notes (other than franchise or other
            taxes based on or measured by any fees or compensation received by
            the Subordination Agent for services rendered in connection with the
            transactions contemplated by the Intercreditor Agreement or any of
            the Liquidity Facilities); and

                  (vi) there are no pending or threatened actions or proceedings
            against the Subordination Agent before any court or administrative
            agency which individually or in the aggregate, if determined
            adversely to it, would materially adversely affect the ability of
            the Subordination Agent to perform its obligations under this
            Agreement.

            (e) The Escrow Agent represents and warrants that:

                  (i) the Escrow Agent is a national banking association duly
            incorporated, validly existing and in good standing under the laws
            of the United States and has the full corporate power, authority and
            legal right under the laws of the United States pertaining to its
            banking, trust and fiduciary powers to execute and deliver this
            Agreement, the Deposit Agreement and the Escrow and Paying Agent
            Agreement (collectively, the "ESCROW AGENT AGREEMENTS") and to carry
            out the obligations of the Escrow Agent under each of the Escrow
            Agent Agreements;

                  (ii) the execution and delivery by the Escrow Agent of each of
            the Escrow Agent Agreements and the performance by the Escrow Agent
            of its obligations hereunder and thereunder have been duly
            authorized by the Escrow Agent and will not violate its articles of
            association or by-laws or the provisions of any indenture, mortgage,
            contract or other agreement to which it is a party or by which it is
            bound; and


<PAGE>

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

            (f) The Paying Agent represents and warrants that:

                  (i) the Paying Agent is duly incorporated, validly existing
            and in good standing under the laws of the State of Delaware and has
            the full corporate power, authority and legal right under the laws
            of the United States pertaining to its banking, trust and fiduciary
            powers to execute and deliver this Agreement and the Escrow and
            Paying Agent Agreement (collectively, the "PAYING AGENT AGREEMENTS")
            and to carry out the obligations of the Paying Agent under each of
            the Paying Agent Agreements;

                  (ii) the execution and delivery by the Paying Agent of each of
            the Paying Agent Agreements and the performance by the Paying Agent
            of its obligations hereunder and thereunder have been duly
            authorized by the Paying Agent and will not violate its articles of
            association or by-laws or the provisions of any indenture, mortgage,
            contract or other agreement to which it is a party or by which it is
            bound; and

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

            SECTION 4.  COVENANTS.  (a)  The Company covenants with each of
the other parties hereto that:

            (i) [Intentionally omitted.]


<PAGE>

            (ii) subject to Section 4(a)(iv) of this Agreement, the Company
shall at all times maintain its corporate existence and shall not wind up,
liquidate or dissolve or take any action, or fail to take any action, that would
have the effect of any of the foregoing;

            (iii) the Company shall at all times remain a U.S. Air Carrier (as
defined in the Financing Agreements) and shall at all times be otherwise
certificated and registered to the extent necessary to entitle the Owner Trustee
(and the Loan Trustee as assignee of the Owner Trustee's rights under each
Lease) to the rights afforded to lessors of aircraft equipment under Section
1110;

            (iv) Section 13.2.1 of each Lease is hereby incorporated by
reference herein;

            (v) the Company agrees to provide written notice to each of the
parties hereto of the occurrence of the Cut-off Date no later than one Business
Day after the date thereof.

            (b) WTC, in its individual capacity, covenants with each of the
other parties to this Agreement 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" as defined in Section 40102(a)(15) of the Act 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. Upon WTC giving any such
notice, WTC shall, subject to Section 8.02 of any Trust Indenture then entered
into, resign as Loan Trustee in respect of such Trust Indenture.

            SECTION 5. NOTICES. Unless otherwise specifically provided herein,
all notices required or permitted by the terms of this Agreement shall be in
English and in writing, and any such notice shall become effective upon being
delivered personally or, if promptly confirmed by mail, when dispatched by
facsimile or other written telecommunication, addressed to such party hereto at
its address or facsimile number set forth below the signature of such party at
the foot of this Agreement or to such other address or facsimile number as such
party may hereafter specify by notice to the other parties.

            SECTION 6. EXPENSES. (a) The Company agrees to pay to the
Subordination Agent when due, to the extent not paid when due by the
Manufacturer, an amount or amounts equal to the fees payable to the Liquidity

<PAGE>

Provider under Section 2.03 of the Liquidity Facility and the related Fee Letter
(as defined in the Intercreditor Agreement) multiplied by a fraction the
numerator of which shall be the then outstanding aggregate amount of the
Deposits under the Deposit Agreement and the denominator of which shall be the
sum of (x) the then outstanding aggregate principal amount of the Equipment
Notes issued under all of the Trust Indentures and (y) the then outstanding
aggregate amount of the Deposits under the Deposit Agreement.

            (b) So long as no Equipment Notes have been issued in respect of any
Aircraft, the Company agrees to pay (i) to the Subordination Agent when due, to
the extent not paid when due by the Manufacturer, (A) the amount equal to
interest on any Downgrade Advance (other than any Applied Downgrade Advance)
payable under Section 3.07 of the Liquidity Facility minus Investment Earnings
while such Downgrade Advance shall be outstanding, (B) the amount equal to
interest on any Non-Extension Advance (other than any Applied Non-Extension
Advance) payable under Section 3.07 of the Liquidity Facility minus Investment
Earnings while such Non-Extension Advance shall be outstanding and (C) any other
amounts owed to the Liquidity Provider by the Subordination Agent as borrower
under the Liquidity Facility (other than amounts due as repayment of advances
thereunder or as interest on such advances, except to the extent payable
pursuant to clause (A) or (B)), (ii) all compensation and reimbursement of
expenses, disbursements and advances payable by the Company under the Pass
Through Trust Agreements, (iii) all compensation and reimbursement of expenses
and disbursements payable to the Subordination Agent under the Intercreditor
Agreement except with respect to any income or franchise taxes incurred by the
Subordination Agent in connection with the transactions contemplated by the
Intercreditor Agreement and (iv) in the event the Company requests any amendment
to any Operative Agreement, all reasonable fees and expenses (including, without
limitation, fees and disbursements of counsel) of the Escrow Agent and/or the
Paying Agent in connection therewith. For purposes of this Section 6(b), the
terms "Applied Downgrade Advance", "Applied Non-Extension Advance", "Downgrade
Advance", "Investment Earnings" and "Non-Extension Advance" shall have the
meanings specified in the Liquidity Facility.

            SECTION 7. FURTHER ASSURANCES. Each party hereto shall duly execute,
acknowledge and deliver, or shall cause to be executed, acknowledged and
delivered, all such further agreements, instruments, certificates or documents,

<PAGE>

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 its
administration of, or to carry out more effectually the purposes of, or to
better assure and confirm unto it the rights and benefits to be provided under,
this Agreement.

            SECTION 8. MISCELLANEOUS. (a) Provided that the transactions
contemplated hereby have been consummated, and except as otherwise provided for
herein, the representations, warranties and agreements herein of the Company,
the Subordination Agent, the Escrow Agent, the Paying Agent and the Pass Through
Trustee, and the Company's, the Subordination Agent's, the Escrow Agent's, the
Paying Agent's and the Pass Through Trustee's obligations under any and all
thereof, shall survive the expiration or other termination of this Agreement and
the other agreements referred to herein.

            (b) This Agreement may be executed in any number of counterparts
(and each of the parties hereto shall not be required to execute the same
counterpart). Each counterpart of this Agreement, including a signature page
executed by each of the parties hereto, shall be an original counterpart of this
Agreement, but all of such counterparts together shall constitute one
instrument. Neither this Agreement nor any of the terms hereof may be
terminated, amended, supplemented, waived or modified orally, but only by an
instrument in writing signed by the party against which the enforcement of the
termination, amendment, supplement, waiver or modification is sought. The index
preceding this Agreement and the headings of the various Sections of this
Agreement are for convenience of reference only and shall not modify, define,
expand or limit any of the terms or provisions hereof. The terms of this
Agreement shall be binding upon, and shall inure to the benefit of, the Company
and its successors and permitted assigns, the Pass Through Trustee and its
successors as Pass Through Trustee (and any additional trustee appointed) under
any of the Pass Through Trust Agreements, the Escrow Agent and its successors as
Escrow Agent under the Escrow and Paying Agent Agreement, the Paying Agent and
its successors as Paying Agent under the Escrow and Paying Agent Agreement and
the Subordination Agent and its successors as Subordination Agent under the
Intercreditor Agreement.

            (c) This Agreement is not intended to, and shall not, provide any
person not a party hereto (other than the Underwriters and each of the
beneficiaries of Section 6 hereof) with any rights of any nature whatsoever

<PAGE>

against any of the parties hereto, and no person not a party hereto (other than
the Underwriters and each of the beneficiaries of Section 6 hereof) shall have
any right, power or privilege in respect of, or have any benefit or interest
arising out of, this Agreement.

            SECTION 9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT
IS BEING DELIVERED IN THE STATE OF NEW YORK.



<PAGE>

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

                                    CONTINENTAL AIRLINES, INC.



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

                                    Address:    1600 Smith Street, HQSFN
                                                Houston, TX  77002
                                                Attention:  Treasurer
                                                Facsimile:  (713) 324-2447

                                    WILMINGTON TRUST COMPANY, not in its
                                    individual capacity, except as otherwise
                                    provided herein, but solely as Pass Through
                                    Trustee



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

                                    Address:   Rodney Square North
                                               1100 North Market Street
                                               Wilmington, Delaware 19890
                                               Attention: Corporate Trust
                                               Administration
                                               Facsimile:  (302) 651-8882


<PAGE>

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



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

                                    Address:   Rodney Square North
                                               1100 North Market Street
                                               Wilmington, Delaware 19890
                                               Attention: Corporate Trust
                                               Administration
                                               Facsimile:  (302) 651-8882


                                    WELLS FARGO BANK NORTHWEST,
                                    NATIONAL ASSOCIATION,
                                    as Escrow Agent



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

                                    Address:   MAC:  U1228-120
                                               299 South Main Street
                                               12th Floor
                                               Salt Lake City, Utah 84111
                                               Attention: Corporate Trust
                                               Services
                                               Facsimile:  (801) 246-5053



<PAGE>

                                    WILMINGTON TRUST COMPANY,
                                    as Paying Agent



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

                                    Address:   Rodney Square North
                                               1100 North Market Street
                                               Wilmington, Delaware 19890
                                               Attention: Corporate Trust
                                               Administration
                                               Facsimile:  (302) 651-8882


<PAGE>
                                  SCHEDULE I to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                                    AIRCRAFT

                           PART A - EXISTING AIRCRAFT
                           --------------------------

                           Registration      Manufacturer's
                              Number          Serial Number
                        ------------------  ----------------

                              N11119             145677

                              N18120             145681

                              N11121             145683

                              N12122             145684

                              N13123             145688

                              N13124             145689

                              N14125             145690

                              N12126             145693

                              N11127             145697

                              N24128             145700

                              N21129             145703

                              N21130             145704

                              N31131             145705

                              N13132             145708

                              N13133             145712

                              N25134             145714

                              N12135             145718

                              N12136             145719

                              N11137             145721

                              N17138             145727

                              N23139             145731

                              N11140             145732

                              N26141             145733

                              N12142             145735

                              N14143             145739

                              N21144             145741


<PAGE>

                              N12145             145745

                              N17146             145746

                              N16147             145749

                              N14148             145751

                              N16149             145753

                              N11150             145756

                              N16151             145758

                              N27152             145759

                              PART B - NEW AIRCRAFT
                              ---------------------

                             N14153             145761

                             N21154             145772



<PAGE>

                                 SCHEDULE II to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                                TRUST SUPPLEMENTS

Trust Supplement dated as of the Issuance Date between the Company and the Pass
Through Trustee in respect of the Continental Airlines Class A Pass Through
Trust, Series 2003-ERJ1.



<PAGE>
                                 Schedule III to

                             NOTE PURCHASE AGREEMENT
                            ------------------------

                            MANDATORY ECONOMIC TERMS

o  The aggregate principal amount of the Equipment Notes issued with respect to
   an Aircraft shall equal the amounts set forth in the following table:

     AIRCRAFT
   REGISTRATION      MANUFACTURER'S         PRINCIPAL AMOUNT
      NUMBER         SERIAL NUMBER         OF EQUIPMENT NOTES
   ------------      --------------        ------------------

      N11119             145677               $11,198,345
      N18120             145681                11,252,118
      N11121             145683                11,190,515
      N12122             145684                11,190,515
      N13123             145688                10,974,709
      N13124             145689                10,982,629
      N14125             145690                10,975,970
      N12126             145693                10,975,970
      N11127             145697                10,946,914
      N24128             145700                10,946,914
      N21129             145703                11,158,791
      N21130             145704                11,158,791
      N31131             145705                11,214,541
      N13132             145708                11,214,541
      N13133             145712                11,248,653
      N25134             145714                11,248,653
      N12135             145718                11,192,520
      N12136             145719                11,807,454
      N11137             145721                11,684,587
      N17138             145727                11,636,952
      N23139             145731                11,484,737
      N11140             145732                11,423,207
      N26141             145733                11,484,070
      N12142             145735                11,484,070
      N14143             145739                11,889,295
      N21144             145741                11,889,392
      N12145             145745                11,996,349
      N17146             145746                11,996,349
      N16147             145749                12,046,189
      N14148             145751                11,988,621

<PAGE>
     AIRCRAFT
   REGISTRATION      MANUFACTURER'S         PRINCIPAL AMOUNT
      NUMBER         SERIAL NUMBER         OF EQUIPMENT NOTES
   ------------      --------------        ------------------

      N16149             145753                12,031,757
      N11150             145756                12,090,003
      N16151             145758                12,150,000
      N27152             145759                12,110,644
      N14153             145761                12,150,000
      N21154             145772                12,150,000


o  The Loan to Aircraft Value for the Equipment Notes issued for each Aircraft
   computed on the date of issuance thereof (with value for such Aircraft for
   these purposes initially equal to its value set forth under "Description of
   the Aircraft and the Appraisals--The Appraisals" in the column "Appraised
   Value" in the Prospectus Supplement and thereafter based on such value after
   giving effect to the Depreciation Assumption (as defined in the Prospectus
   Supplement)) as of the issuance date of such Equipment Notes and any Regular
   Distribution Date thereafter (assuming no default in the payment of the
   Equipment Notes and after giving effect to scheduled payments) will not
   exceed 62.0%.

o  The initial average life of the Equipment Notes for any Aircraft shall not
   extend beyond 8.5 years from the Issuance Date.

o  As of the Delivery Period Termination Date, the average life of the
   Certificates shall not be more than 8.4 years from the Issuance Date
   (computed without regard to the acceleration of any Equipment Notes and after
   giving effect to any special distribution on the Certificates thereafter
   required in respect of unused Deposits).

o  The final expected distribution date of the Certificates shall be as set
   forth on the cover page of the Prospectus Supplement.

o  The original aggregate principal amount of all of the Equipment Notes shall
   not exceed the original aggregate face amount of the Certificates.

o  The interest rate applicable to the Equipment Notes must be equal to the rate
   applicable to the Certificates.

o  The payment dates for the Equipment Notes must be January 2 and July 2, and
   basic rent under the Leases must be payable on such dates.

o  Basic rent, stipulated loss values and termination values under the Leases
   must be sufficient to pay amounts due with respect to the related Equipment
   Notes.


<PAGE>

o  The amounts payable under the all-risk aircraft hull insurance maintained
   with respect to each Aircraft must be sufficient to pay the applicable
   stipulated loss value, subject to certain rights of self-insurance.

o  (a) The past due rate in the Trust Indentures and the Leases, (b) the
   "Make-Whole Amount" payable under the Trust Indentures, (c) the provisions
   relating to the redemption and purchase of Equipment Notes in the Trust
   Indentures, (d) the minimum liability insurance amount on Aircraft in the
   Leases, and (e) the indemnification of the Loan Trustees, Subordination
   Agent, Liquidity Provider, Pass Through Trustee, Escrow Agent and registered
   holders of the Equipment Notes with respect to certain taxes and expenses, in
   each case shall be provided as set forth in the forms of Participation
   Agreements, Lease and Trust Indentures attached as exhibits to the Note
   Purchase Agreement.


<PAGE>
                                              ---------------------------------
                                             |     ANNEX A-DEFINITIONS [TN]    |
                                              ---------------------------------

                                     ANNEX A

DEFINITIONS

GENERAL PROVISIONS

      (a) In each Operative Agreement, unless otherwise expressly provided, a
reference to:

            (i) each of "Lessee," "Lessor," "Loan Participant," "Owner Trustee,"
      "Owner Participant," "Mortgagee," "Note Holder" or any other person
      includes, without prejudice to the provisions of any Operative Agreement,
      any successor in interest to it and any permitted transferee, permitted
      purchaser or permitted assignee of it;

           (ii) words importing the plural include the singular and words
      importing the singular include the plural;

          (iii) any agreement, instrument or document, or any annex, schedule or
      exhibit thereto, or any other part thereof, includes, without prejudice to
      the provisions of any Operative Agreement, that agreement, instrument or
      document, or annex, schedule or exhibit, or part, respectively, as
      amended, modified or supplemented from time to time in accordance with its
      terms and in accordance with the Operative Agreements, and any agreement,
      instrument or document entered into in substitution or replacement
      therefor;

           (iv) any provision of any Law includes any such provision as amended,
      modified, supplemented, substituted, reissued or reenacted prior to the
      Closing Date, and thereafter from time to time;

            (v) the words "Agreement," "this Agreement," "hereby," "herein,"
      "hereto," "hereof" and "hereunder" and words of similar import when used
      in any Operative Agreement refer to such Operative Agreement as a whole
      and not to any particular provision of such Operative Agreement;

           (vi) the words "including," "including, without limitation,"
      "including, but not limited to," and terms or phrases of similar import
      when used in any Operative Agreement, with respect to any matter or thing,
      mean including, without limitation, such matter or thing; and

          (vii) a "Section," an "Exhibit," an "Annex" or a "Schedule" in any
      Operative Agreement, or in any annex thereto, is a reference to a section
      of, or an exhibit, an annex or a schedule to, such Operative Agreement or
      such annex, respectively.

      (b) Each exhibit, annex and schedule to each Operative Agreement is
incorporated in, and shall be deemed to be a part of, such Operative Agreement.

      (c) Unless otherwise defined or specified in any Operative Agreement, all
accounting terms therein shall be construed and all accounting determinations
thereunder shall be made in accordance with GAAP.


<PAGE>

      (d) Headings used in any Operative Agreement are for convenience only and
shall not in any way affect the construction of, or be taken into consideration
in interpreting, such Operative Agreement.

      (e) For purposes of each Operative Agreement, the occurrence and
continuance of a Lease Default or Lease Event of Default referred to in Section
14.5 of the Lease shall not be deemed to prohibit the Lessee from taking any
action or exercising any right that is conditioned on no Lease Event of Default,
Bankruptcy Default or Lease Default having occurred and be continuing if a
Section 1110 Event shall have occurred and is then continuing.

DEFINED TERMS

      "ACT" means part A of subtitle VII of title 49, United States Code.

      "ACTUAL KNOWLEDGE" means (a) as it applies to Owner Trustee or Mortgagee,
as the case may be, actual knowledge of a responsible officer in the Corporate
Trust Department (in the case of Owner Trustee) or the Corporate Trust Office
(in the case of Mortgagee) and (b) as it applies to Owner Participant, Airframe
Manufacturer or Lessee, actual knowledge of a Vice President or more senior
officer of Owner Participant, Airframe Manufacturer or Lessee, respectively, or
any other officer of Owner Participant, Airframe Manufacturer or Lessee,
respectively, having responsibility for the transactions contemplated by the
Operative Agreements; PROVIDED that each of Lessee, Owner Participant, Owner
Trustee, Mortgagee and Airframe Manufacturer shall be deemed to have "Actual
Knowledge" of any matter as to which it has received notice from Lessee, Owner
Participant, any Note Holder, Owner Trustee or Mortgagee, such notice having
been given pursuant to Section 15.7 of the Participation Agreement.

      "ADDITIONAL INSURED" is defined in Section D of Annex D to the Lease.

      "AFFILIATE" means, with respect to any person, any other person directly
or indirectly controlling, controlled by or under common control with such
person. For purposes of this definition, "control" means the power, directly or
indirectly, to direct or cause the direction of the management and policies of
such person, whether through the ownership of voting securities or by contract
or otherwise and "controlling," "controlled by" and "under common control with"
have correlative meanings.

      "AIRCRAFT" means, collectively, the Airframe and Engines.

      "AIRCRAFT BILL OF SALE" means the full warranty bill of sale covering the
Aircraft delivered by Seller to Owner Trustee on the Delivery Date.

      "AIRCRAFT DOCUMENTS" means all technical data, manuals and log books, and
all inspection, modification and overhaul records and other service, repair,
maintenance and technical records that are required by the FAA (or the relevant
Aviation Authority) to be maintained with respect to the Aircraft, Airframe,
Engines or Parts; and such term shall include all additions, renewals, revisions
and replacements of any such materials from time to time made, or required to be
made, by the FAA (or other Aviation Authority) regulations, and in each case in
whatever form and by whatever means or medium (including, without limitation,
microfiche, microfilm, paper or computer disk) such materials may be maintained

<PAGE>

or retained by or on behalf of Lessee (PROVIDED, that all such materials shall
be maintained in the English language).

      "AIRFRAME" means (a) the aircraft (excluding Engines or engines from time
to time installed thereon) manufactured by Airframe Manufacturer and identified
by Airframe Manufacturer's model number, United States registration number and
Airframe Manufacturer's serial number set forth in Lease Supplement No. 1 and
any Replacement Airframe and (b) any and all Parts incorporated or installed in
or attached or appurtenant to such airframe, and any and all Parts removed from
such airframe, unless title to such Parts shall not be vested in Lessor in
accordance with Section 8.1 and Annex C of the Lease. Upon substitution of a
Replacement Airframe under and in accordance with the Lease, such Replacement
Airframe shall become subject to the Lease and shall be the "Airframe" for all
purposes of the Lease and the other Operative Agreements and thereupon the
Airframe for which the substitution is made shall no longer be subject to the
Lease, and such replaced Airframe shall cease to be the "Airframe."

      "AIRFRAME MANUFACTURER" means Embraer-Empresa Brasileira de Aeronautica
S.A., a Brazilian corporation.

      "AIRFRAME MANUFACTURER AGREEMENTS" means, collectively, the Participation
Agreement, the Purchase Agreement, the Consent and Agreement and the OP
Guaranty.

      "AMORTIZATION AMOUNT" means, with respect to any Equipment Note, as of any
Payment Date, the amount determined by multiplying the percentage set forth
opposite such Date on the Amortization Schedule by the Original Amount of such
Equipment Note.

      "AMORTIZATION SCHEDULE" means, with respect to each Equipment Note, the
amortization schedule for such Equipment Note delivered pursuant to Section 2.02
of the Trust Indenture.

      "APPRAISER" means a firm of internationally recognized, independent
aircraft appraisers.

      "AVERAGE LIFE DATE" for any Equipment Note shall be the date which follows
the time of determination by a period equal to the Remaining Weighted Average
Life of such Equipment Note. "Remaining Weighted Average Life" on a given date
with respect to any Equipment Note shall be the number of days equal to the
quotient obtained by dividing (a) the sum of each of the products obtained by
multiplying (i) the amount of each then remaining scheduled payment of principal
of such Equipment Note by (ii) the number of days from and including such
determination date to but excluding the date on which such payment of principal
is scheduled to be made, by (b) the then outstanding principal amount of such
Equipment Note.

      "AVIATION AUTHORITY" means the FAA or, if the Aircraft is permitted to be,
and is, registered with any other Government Entity under and in accordance with
Section 7.1.2 of the Lease, such other Government Entity.

      "BANKRUPTCY  CODE" means the United States  Bankruptcy Code, 11 U.S.C.
Sec. 101 ET SEQ.

      "BANKRUPTCY DEFAULT" means a Lease Event of Default under Section 14.5 of
the Lease.


<PAGE>

      "BASE LEASE TERM" means the period beginning on and including the Closing
Date and ending on the Scheduled Expiration Date, or such earlier date on which
the Term terminates in accordance with the provisions of the Lease.

      "BASIC PASS THROUGH TRUST AGREEMENT" means the Pass Through Trust
Agreement, dated September 25, 1997, between Lessee and Pass Through Trustee, as
such agreement may be supplemented, amended or modified, but does not include
any Trust Supplement.

      "BASIC RENT" means the rent payable for the Aircraft pursuant to Section
3.2.1 of the Lease.

      "BENEFICIAL OWNER" when used in relation to an Equipment Note means a
Person that, by reason of direct ownership, contract, share ownership or
otherwise, has the right to receive or participate in receiving, directly or
indirectly, payments of principal, interest or Make-Whole Amount in respect of
such Equipment Note; provided that a Person shall not be deemed to be a
Beneficial Owner of an Equipment Note solely because another Person in which
such a Person owns common stock or other equity securities is a registered
holder or Beneficial Owner of such Equipment Note unless such Person is an
Affiliate of such other Person.

      "BILLS OF SALE" means the FAA Bill of Sale and the Aircraft Bill of Sale.

      "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required by law to close in New York,
New York, Houston, Texas, Wilmington, Delaware, or Salt Lake City, Utah.

      "CASH EQUIVALENTS" means the following securities (which shall mature
within 90 days of the date of purchase thereof): (a) direct obligations of the
U.S. Government; (b) obligations fully guaranteed by the U.S. Government; (c)
certificates of deposit issued by, or bankers' acceptances of, or time deposits
or a deposit account with, Owner Trustee, Mortgagee or any bank, trust company
or national banking association incorporated or doing business under the laws of
the United States or any state thereof having a combined capital and surplus and
retained earnings of at least $500,000,000 and having a rate of "C" or better
from the Thomson BankWatch Service; or (d) commercial paper of any issuer doing
business under the Laws of the United States or one of the states thereof and in
each case having a rating assigned to such commercial paper by Standard & Poor's
Rating Services or Moody's Investors Service, Inc. equal to A1 or higher.

      "CHANGE IN TAX LAW" means any change or proposed change in the Code or the
regulations promulgated thereunder or any change in the interpretation of the
Code or such regulations in a decision by the United States Supreme Court, the
United States Tax Court, the United States Claims Court or any of the United
States Courts of Appeal or District Courts, or any issuance of an Internal
Revenue Ruling, Revenue Procedure or administrative pronouncement by the
Internal Revenue Service or the Department of the Treasury.

      "CITIZEN OF THE UNITED STATES" is defined in Section 40102(a)(15) of the
Act and in the FAA Regulations.

      "CLOSING" means the occurrence of the following concurrent events: (i)
execution, authentication and delivery of the Equipment Notes in accordance with

<PAGE>

the Participation Agreement; (ii) payment of the Commitments of the Loan
Participants to Owner Trustee; (iii) lease of the Aircraft by Owner Trustee to
Lessee pursuant to the Lease; and (iv) completion of the other events
contemplated by the Participation Agreement to occur at the Closing.

      "CLOSING DATE" means the Business Day specified in Lease Supplement No. 1
as the Closing Date, which shall be the date on which the Closing occurs.

      "CODE" means the Internal Revenue Code of 1986, as amended; PROVIDED, that
when used in relation to a Plan, "Code" shall mean the Internal Revenue Code of
1986 and any regulations and rulings issued thereunder, all as amended and in
effect from time to time.

      "COMMITMENT" means, for any Loan Participant, the amount of its commitment
set forth in Schedule 2 to the Participation Agreement.

      "COMMITMENT TERMINATION DATE" is defined in Schedule 3 to the
Participation Agreement.

      "CONSENT AND AGREEMENT" means the Manufacturer Consent and Agreement [TN],
dated as of even date with the Participation Agreement, of Airframe
Manufacturer.

      "CONTINUOUS STAY PERIOD" is defined in Section 4.04(a) of the Trust
Indenture.

      "CORPORATE TRUST DEPARTMENT" or "TRUST OFFICE" means the principal
corporate trust office of Owner Trustee located from time to time at Owner
Trustee's address for notices under the Participation Agreement or such other
office at which Owner Trustee's corporate trust business shall be administered
which Owner Trustee shall have specified by notice in writing to Lessee,
Mortgagee and each Note Holder.

      "CORPORATE TRUST OFFICE" means the principal office of Mortgagee located
at Mortgagee's address for notices under the Participation Agreement or such
other office at which Mortgagee's corporate trust business shall be administered
which Mortgagee shall have specified by notice in writing to Lessee, Owner
Trustee and each Note Holder.

      "CRAF" means the Civil Reserve Air Fleet Program established pursuant to
10 U.S.C. ss. 9511-13 or any similar substitute program.

      "DEBT" means any liability for borrowed money, or any liability for the
payment of money in connection with any letter of credit transaction or any
other liabilities evidenced or to be evidenced by bonds, debentures, notes or
other similar instruments.

      "DEBT RATE" means the rate per annum specified under the heading "Interest
Rate" in Schedule I to the Trust Indenture.

      "DEFAULT" means any event or condition that with the giving of notice or
the lapse of time or both would become an Event of Default.

      "DELAYED CLOSING DATE" means a delayed Closing Date notified to Lessee,
each Participant, Owner Trustee and Mortgagee by Airframe Manufacturer pursuant

<PAGE>

to Section 4.3 of the Participation Agreement, which delayed Closing Date shall
be a Business Day not later than the Commitment Termination Date.

      "DELIVERY DATE" means the date on which the Aircraft was leased to Lessee
by Lessor, as lessor, under the Existing Lease.

      "DEPOSIT AGREEMENT" means the Deposit Agreement between the Depositary and
the Escrow Agent, dated as of the Issuance Date, which relates to the Pass
Through Trust, PROVIDED that, for purposes of any obligation of Lessee, no
amendment, modification or supplement to, or substitution or replacement of,
such Deposit Agreement shall be effective unless consented to by Lessee.

      "DEPOSITARY" means Citibank, N.A., as Depositary under the Deposit
Agreement.

      "DOLLARS," "UNITED STATES DOLLARS" or "$" means the lawful currency of the
United States.

      "DOT" means the Department of Transportation of the United States or any
Government Entity succeeding to the functions of such Department of
Transportation.

      "ELIGIBLE ACCOUNT" means an account established by and with an Eligible
Institution at the request of the Mortgagee, which institution agrees, for all
purposes of the UCC including Article 8 thereof, that (a) such account shall be
a "securities account" (as defined in Section 8-501 of the UCC), (b) all
property (other than cash) credited to such account shall be treated as a
"financial asset" (as defined in Section 8-102(9) of the UCC), (c) the Mortgagee
shall be the "entitlement holder" (as defined in Section 8-102(7) of the UCC) in
respect of such account, (d) it will comply with all entitlement orders issued
by the Mortgagee to the exclusion of the Lessee and the Owner Trustee, and (e)
the "securities intermediary jurisdiction" (under Section 8-110(e) of the UCC)
shall be the State of New York.

      "ELIGIBLE INSTITUTION" means the corporate trust department of (a)
Wilmington Trust Company, acting solely in its capacity as a "securities
intermediary" (as defined in Section 8-102(14) of the UCC), or (b) a depository
institution organized under the laws of the United States of America or any one
of the states thereof or the District of Columbia (or any U.S. branch of a
foreign bank), which has a long-term unsecured debt rating from Moody's and
Standard & Poor's of at least A-3 or its equivalent.

      "ENFORCEMENT DATE" is defined in Section 4.03 of the Trust Indenture.

      "ENGINE" means (a) each of the engines manufactured by Engine Manufacturer
and identified by Engine Manufacturer's model number and Engine Manufacturer's
serial number set forth in Lease Supplement No. 1, and any Replacement Engine,
in any case whether or not from time to time installed on such Airframe or
installed on any other airframe or aircraft, and (b) any and all Parts
incorporated or installed in or attached or appurtenant to such engine, and any
and all Parts removed from such engine, unless title to such Parts shall not be
vested in Lessor in accordance with Section 8.1 and Annex C of the Lease. Upon
substitution of a Replacement Engine under and in accordance with the Lease,
such Replacement Engine shall become subject to the Lease and shall be an
"Engine" for all purposes of the Lease and the other Operative Agreements and

<PAGE>

thereupon the Engine for which the substitution is made shall no longer be
subject to the Lease, and such replaced Engine shall cease to be an "Engine."

      "ENGINE MANUFACTURER" means Rolls-Royce Company, formerly known as Allison
Engine Company, Inc., a Delaware corporation.

      "EQUIPMENT NOTE REGISTER" is defined in Section 2.07 of the Trust
Indenture.

      "EQUIPMENT NOTES" means and includes any equipment notes issued under the
Trust Indenture in the form specified in Section 2.01 thereof (as such form may
be varied pursuant to the terms of the Trust Indenture) and any Equipment Note
issued under the Trust Indenture in exchange for or replacement of any Equipment
Note.

      "EQUITY ADVISOR" has the meaning provided in Schedule 3 to the
Participation Agreement.

      "ERISA" means the Employee Retirement Income Security Act of 1974 and any
regulations and rulings issued thereunder all as amended and in effect from time
to time.

      "ESCROW AGENT" means Wells Fargo Bank Northwest, National Association, as
Escrow Agent under the Escrow Agreement.

      "ESCROW AGREEMENT" means the Escrow and Paying Agent Agreement, among the
Escrow Agent, the Paying Agent, certain initial purchasers of the Pass Through
Certificates named therein and the Pass Through Trustee, dated as of the
Issuance Date, which relates to the Pass Through Trust, PROVIDED that, for
purposes of any obligation of Lessee, no amendment, modification or supplement
to, or substitution or replacement of, such Escrow Agreement shall be effective
unless consented to by Lessee.

      "EVENT OF DEFAULT" is defined in Section 4.02 of the Trust Indenture.

      "EVENT OF LOSS" means, with respect to the Aircraft, Airframe or any
Engine, any of the following circumstances, conditions or events with respect to
such property, for any reason whatsoever:

      (a)   the destruction of such property, damage to such property beyond
            economic repair or rendition of such property permanently unfit for
            normal use by Lessee;

      (b)   the actual or constructive total loss of such property or any damage
            to such property, or requisition of title or use of such property,
            which results in an insurance settlement with respect to such
            property on the basis of a total loss or constructive or compromised
            total loss;

      (c)   any theft, hijacking or disappearance of such property for a period
            of 180 consecutive days or more or, if earlier, the end of the Term;

      (d)   any seizure, condemnation, confiscation, taking or requisition
            (including loss of title) of such property by any Government Entity
            or purported Government Entity (other than a requisition of use by

<PAGE>

            the U.S. Government) for a period exceeding 180 consecutive days or,
            if earlier, at the end of the Term;

      (e)   any seizure, condemnation, confiscation, taking or requisition of
            use of such property by the U.S. Government that continues until the
            last day of the Term, PROVIDED that no such Event of Loss shall
            exist if Lessor shall have elected not to treat such event as an
            Event of Loss pursuant to Section 10.6 of the Lease; and

      (f)   as a result of any law, rule, regulation, order or other action by
            the Aviation Authority or by any Government Entity of the government
            of registry of the Aircraft or by any Government Entity otherwise
            having jurisdiction over the operation or use of the Aircraft, the
            use of such property in the normal course of Lessee's business of
            passenger air transportation is prohibited for a period of 180
            consecutive days, unless Lessee, prior to the expiration of such 180
            day period, shall have undertaken and shall be diligently carrying
            forward such steps as may be necessary or desirable to permit the
            normal use of such property by Lessee, but in any event if such use
            shall have been prohibited for a period of 720 days, provided that
            no Event of Loss shall be deemed to have occurred if such
            prohibition has been applicable to Lessee's (or a Permitted
            Sublessee's) entire U.S. fleet of such property and Lessee (or a
            Permitted Sublessee), prior to the expiration of such 720-day
            period, shall have conformed at least one unit of such property in
            its fleet to the requirements of any such law, rule, regulation,
            order or other action and commenced regular commercial use of the
            same in such jurisdiction and shall be diligently carrying forward,
            in a manner which does not discriminate against such property in so
            conforming such property, steps which are necessary or desirable to
            permit the normal use of such property by Lessee, but in any event
            if such use shall have been prohibited for a period of three years
            or such use shall be prohibited at the expiration of the Term.

      "EXCLUDED PAYMENTS" means (i) indemnity payments paid or payable by Lessee
to or in respect of Owner Participant, or Owner Trustee in its individual
capacity, their respective Affiliates, successors and permitted assigns and
their directors, officers, employees, servants and agents pursuant to Section 9
of the Participation Agreement or any corresponding payments under the Lease,
(ii) proceeds of public liability insurance paid or payable as a result of
insurance claims made, or losses suffered, by Owner Trustee in its individual
capacity or by Owner Participant, that are payable directly to Owner Trustee in
its individual capacity, or Owner Participant, respectively, for their own
account, (iii) proceeds of insurance maintained with respect to the Aircraft by
Owner Participant or any Affiliate thereof for its or their own account or
benefit (whether directly or through Owner Trustee) and permitted under Section
11.2 of the Lease, (iv) all payments required to be made under the Tax Indemnity
Agreement by Lessee whether or not denominated as Supplemental Rent, (v) any
amount payable to the Owner Participant by any transferee as the purchase price
of the Owner Participant's interest in the Trust Estate, (vi) any interest that
pursuant to the Operative Agreements may from time to time accrue in respect of
any of the amounts described in clauses (i) through (v) above, (vii) proceeds of
any right to enforce the payment of any amount described in clauses (i) through
(vi) above (PROVIDED, that the rights referred to in this clause (vii) shall not
be deemed to include the exercise of any remedies provided for in the Lease
other than the right to sue for specific performance of any covenant to make

<PAGE>

such payment or to sue for damages in respect of the breach of any such
covenant) and (viii) any right to exercise any election or option or make any
decision or determination, or to give or receive any notice, consent, waiver or
approval, or to take any other action in respect of, but in each case, only to
the extent relating to, any Excluded Payments.

      "EXISTING LEASE" has the meaning provided in Schedule 3 to the
Participation Agreement.

      "EXISTING PARTICIPATION AGREEMENT" has the meaning provided in Schedule 3
to the Participation Agreement.

      "EXISTING SUBLEASE" means the Aircraft Sublease Agreement, dated the date
of the Existing Participation Agreement, between Lessee and Express relating to
the Aircraft.

      "EXPENSE LIMIT" has the meaning provided in Schedule 3 to the
Participation Agreement.

      "EXPENSES" means any and all liabilities, obligations, losses, damages,
settlements, penalties, claims, actions, suits, costs, expenses and
disbursements (including, without limitation, reasonable fees and disbursements
of legal counsel, accountants, appraisers, inspectors or other professionals,
and costs of investigation).

      "EXPRESS" means ExpressJet Airlines, Inc., a Delaware corporation.

      "EXPRESS SUBLEASE" means the Permitted Sublease, dated as of the date of
the Participation Agreement, between Lessee and Express relating to the
Aircraft.

      "FAA" means the Federal Aviation Administration of the United States or
any Government Entity succeeding to the functions of such Federal Aviation
Administration.

      "FAA BILL OF SALE" means a bill of sale for the Aircraft on AC Form 8050-2
(or such other form as may be approved by the FAA) delivered to Owner Trustee on
the Delivery Date by Seller.

      "FAA FILED DOCUMENTS" means the Lease, Lease Supplement No. 1, the Express
Sublease, the Trust Indenture, the Trust Agreement, the initial Trust Indenture
Supplement, the FAA Bill of Sale, the Termination Agreements and an application
for registration of the Aircraft with the FAA in the name of Owner Trustee.

      "FAA REGULATIONS" means the Federal Aviation Regulations issued or
promulgated pursuant to the Act from time to time.

      "FAIR MARKET RENTAL VALUE" means the fair market rental value in Dollars
for the Aircraft that would apply in an arm's-length transaction between an
informed and willing lessee under no compulsion to lease, and an informed and
willing lessor under no compulsion to lease, the Aircraft, for the applicable
Renewal Lease Term, assuming that (a) the Aircraft has been maintained in
accordance with, and is in the condition required by, the Lease, (b) payments of
rent would be made semiannually, and (c) the Aircraft would be leased during any
such Renewal Term on the same terms and conditions as are set forth in the Lease
with respect to the Base Lease Term.


<PAGE>

      "FAIR MARKET SALES VALUE" means the fair market sales value in Dollars for
the Aircraft that would apply in an arm's-length transaction between an informed
and willing buyer under no compulsion to buy, and an informed and willing seller
under no compulsion to sell, the Aircraft, in a transaction that would close on
or about the relevant time of determination, assuming (except as otherwise
provided in Section 15.4 of the Lease) that (a) the Aircraft has been maintained
in accordance with, and is in the condition required by, the Lease and (b) the
Aircraft would be delivered to such informed and willing buyer in the return
condition required by the Lease.

      "FINANCING STATEMENTS" means, collectively, (a) UCC-1 financing statements
(i) covering the Trust Indenture Estate, by Owner Trustee, as debtor, showing
Mortgagee as secured party, for filing in Utah and each other jurisdiction that,
in the opinion of Mortgagee, is necessary to perfect its Lien on the Trust
Indenture Estate and (ii) covering the Lease and the Aircraft, as a
precautionary matter, by Lessee, as lessee, showing Owner Trustee as lessor and
Mortgagee as assignee of Owner Trustee, for filing in Delaware and each other
jurisdiction that, in the opinion of Owner Trustee and Mortgagee, is reasonably
desirable and (b) UCC-3 financing statements evidencing the termination of the
Existing Lease and the Existing Sublease, for filing in Delaware and each other
jurisdiction that, in the opinion of Owner Trustee and Mortgagee, is reasonably
desirable.

      "GAAP" means generally accepted accounting principles as set forth in the
statements of financial accounting standards issued by the Financial Accounting
Standards Board of the American Institute of Certified Public Accountants, as
such principles may at any time or from time to time be varied by any applicable
financial accounting rules or regulations issued by the SEC and, with respect to
any person, shall mean such principles applied on a basis consistent with prior
periods except as may be disclosed in such person's financial statements.

      "GOVERNMENT ENTITY" means (a) any federal, state, provincial or similar
government, and any body, board, department, commission, court, tribunal,
authority, agency or other instrumentality of any such government or otherwise
exercising any executive, legislative, judicial, administrative or regulatory
functions of such government or (b) any other government entity having
jurisdiction over any matter contemplated by the Operative Agreements or
relating to the observance or performance of the obligations of any of the
parties to the Operative Agreements.

      "INDEMNITEE" means (i) Wells Fargo and Owner Trustee, (ii) WTC and
Mortgagee, (iii) each separate or additional trustee appointed pursuant to the
Trust Agreement or the Trust Indenture, (iv) each Participant, (v) the Trust
Estate and the Trust Indenture Estate, (vi) each Affiliate of the persons
described in clauses (i) through (iv), inclusive, (vii) the respective
directors, officers, employees, agents and servants of each of the persons
described in clauses (i) through (iv) inclusive and in clause (vi), (viii) the
successors and permitted assigns of the persons described in clauses (i) through
(iv), inclusive, and in clauses (vi) and (vii) and (ix) the Pass Through
Indemnitees; provided that the Pass Through Indemnitees are Indemnitees only for
purposes of Section 9.1 of the Participation Agreement. If any Indemnitee is
Airframe Manufacturer or Engine Manufacturer or any subcontractor or supplier of
either thereof, such Person shall be an Indemnitee only in its capacity as Owner
Participant, Loan Participant or Note Holder.


<PAGE>

      "INDEMNITY AGREEMENT" means the agreement, dated as of December 3, 2003,
between Lessee and Airframe Manufacturer, which states that it is the Indemnity
Agreement for purposes of the Pass Through Certificates.

      "INDENTURE AGREEMENTS" means the Participation Agreement, the Lease, the
Purchase Agreement, the Purchase Agreement Assignment, the Consent and
Agreement, the Bills of Sale and any other contract, agreement or instrument
from time to time assigned or pledged under the Trust Indenture.

      "INDENTURE DEFAULT" means any condition, circumstance, act or event that,
with the giving of notice, the lapse of time or both, would constitute an
Indenture Event of Default.

      "INDENTURE EVENT OF DEFAULT" means any one or more of the conditions,
circumstances, acts or events set forth in Section 4.02 of the Trust Indenture.

      "INDENTURE INDEMNITEE" means (i) WTC and the Mortgagee, (ii) each separate
or additional trustee appointed pursuant to the Trust Indenture, (iii) the
Subordination Agent, (iv) the Liquidity Provider, (v) the Pass Through Trustee,
(vi) the Paying Agent, (vii) the Escrow Agent and (viii) each of the respective
directors, officers, employees, agents and servants of each of the persons
described in clauses (i) through (vii) inclusive above.

      "INTERCREDITOR AGREEMENT" means that certain Intercreditor Agreement among
the Pass Through Trustee, the Liquidity Provider and the Subordination Agent,
dated as of the Issuance Date, PROVIDED that, for purposes of any obligation of
Lessee, no amendment, modification or supplement to, or substitution or
replacement of, such Intercreditor Agreement shall be effective unless consented
to by Lessee.

      "IRS" means the Internal Revenue Service of the United States or any
Government Entity succeeding to the functions of such Internal Revenue Service.

      "ISSUANCE DATE" means [ID].

      "LAW" means (a) any constitution, treaty, statute, law, decree,
regulation, order, rule or directive of any Government Entity, and (b) any
judicial or administrative interpretation or application of, or decision under,
any of the foregoing.

      "LEASE" or "LEASE AGREEMENT" means the Lease Agreement [TN], dated as of
even date with the Participation Agreement, between Owner Trustee and Lessee.

      "LEASE DEFAULT" means any condition, circumstance, act or event that, with
the giving of notice, the lapse of time or both, would constitute a Lease Event
of Default.

      "LEASE EVENT OF DEFAULT" means any one or more of the conditions,
circumstances, acts or events set forth in Section 14 of the Lease.

      "LEASE SUPPLEMENT" means a supplement to the Lease, in the form of Exhibit
A to the Lease.


<PAGE>

      "LEASE  SUPPLEMENT  NO. 1" means the initial  Lease  Supplement,  dated
the Closing Date.

      "LESSEE" means Continental Airlines, Inc., a Delaware corporation.

      "LESSEE OPERATIVE AGREEMENTS" means the Participation Agreement, the
Lease, Lease Supplement No. 1, the Express Sublease, the Termination Agreement
with respect to the Existing Sublease and the Tax Indemnity Agreement.

      "LESSEE PERSON" means Lessee, any sublessee, assignee, successor or other
user or person in possession of the Aircraft, Airframe or an Engine during the
Term with or without color of right, or any Affiliate of any of the foregoing
(excluding any Tax Indemnitee or any related Tax Indemnitee with respect
thereto, or any person using or claiming any rights with respect to the
Aircraft, Airframe or an Engine directly by or through any of the persons in
this parenthetical, but not excluding any Person claiming directly or indirectly
through or under the Lease).

      "LESSOR" means Owner Trustee in its capacity as lessor under the Lease.

      "LESSOR LIEN" means, with respect to any person and in respect of any
property (including, without limitation, the Trust Estate, the Trust Indenture
Estate, the Aircraft, Airframe, Engines, Parts or Aircraft Documents) or any
payments, any Lien on such property or payments which (a) arises from claims
against such person (if such person is a trustee, whether in its individual
capacity or in its capacity as a trustee) not related to any of the transactions
contemplated by the Operative Agreements, (b) results from acts or omissions of
such person (if such person is a trustee, whether in its individual capacity or
in its capacity as a trustee) in violation of such person's obligations under
any of the terms of the Operative Agreements, or not related to the transactions
contemplated by the Operative Agreements, (c) is imposed as a result of Taxes
against such person (if such person is a trustee, whether in its individual
capacity or in its capacity as a trustee) or any of its Affiliates not required
to be indemnified by Lessee under the Participation Agreement, or (d) claims
against such person arising out of any transfer by such person of its interest
in the Aircraft, the Trust Estate or the Operative Agreements, other than a
Transfer permitted by the terms of the Operative Agreements or pursuant to the
exercise of remedies set forth in Section 15 of the Lease.

      "LESSOR'S COST" means the amount paid by Owner Trustee to Airframe
Manufacturer to purchase the Aircraft pursuant to the Purchase Agreement, and is
designated by Dollar amount in Schedule 3 to the Participation Agreement.

      "LIEN" means any mortgage, pledge, lien, charge, claim, encumbrance, lease
or security interest affecting the title to or any interest in property.

      "LIQUIDITY FACILITY" means the Revolving Credit Agreement between the
Subordination Agent, as borrower, and the Liquidity Provider, dated as of the
Issuance Date, PROVIDED that, for purposes of any obligation of Lessee, no
amendment, modification or supplement to, or substitution or replacement of,
such Liquidity Facility shall be effective unless consented to by Lessee.

      "LIQUIDITY PROVIDER" means Citibank, N.A., as Liquidity Provider (as such
term is defined in the Intercreditor Agreement) under the Liquidity Facility, or
any successor thereto.


<PAGE>

      "LOAN PARTICIPANT" mean, until the Closing shall have been consummated,
the Pass Through Trustee, and after the Closing shall have been consummated,
each Note Holder.

      "LOSS PAYMENT DATE" means the date on which payment is due pursuant to
Section 10.1.2(a)(i) of the Lease.

      "MAINTENANCE PROGRAM" is defined in Annex C to the Lease.

      "MAJORITY IN INTEREST OF NOTE HOLDERS" means as of a particular date of
determination, the holders of a majority in aggregate unpaid Original Amount of
all Equipment Notes outstanding as of such date (excluding any Equipment Notes
held by Owner Trustee, Lessee, or Owner Participant or any Affiliate of any such
party or any interests of Owner Trustee or Owner Participant therein by reason
of subrogation pursuant to Section 4.03 of the Trust Indenture (unless all
Equipment Notes then outstanding shall be held by Owner Trustee, Lessee, Owner
Participant or any Affiliate of any thereof)); PROVIDED that for the purposes of
directing any action or casting any vote or giving any consent, waiver or
instruction hereunder any Note Holder of an Equipment Note or Equipment Notes
may allocate, in such Note Holder's sole discretion, any fractional portion of
the principal amount of such Equipment Note or Equipment Notes in favor of or in
opposition to any such action, vote, consent, waiver or instruction.

      "MAKE-WHOLE AMOUNT" means, with respect to any Equipment Note, an amount
(as determined by an independent investment banker of national standing) equal
to the excess, if any, of (a) the present value of the remaining scheduled
payments of principal and interest to maturity of such Equipment Note computed
by discounting such payments on a semiannual basis on each Payment Date
(assuming a 360-day year of twelve 30-day months) using a discount rate equal to
the Treasury Yield over (b) the outstanding principal amount of such Equipment
Note plus accrued interest to the date of determination. For purposes of
determining the Make-Whole Amount, "Treasury Yield" means, at the date of
determination with respect to any Equipment Note, the sum of (i) 50 basis points
and (ii) the interest rate (expressed as a decimal and, in the case of United
States Treasury bills, converted to a bond equivalent yield) determined to be
the per annum rate equal to the semi-annual yield to maturity for United States
Treasury securities maturing on the Average Life Date of such Equipment Note and
trading in the public securities markets either as determined by interpolation
between the most recent weekly average yield to maturity for two series of
United States Treasury securities, trading in the public securities markets, (A)
one maturing as close as possible to, but earlier than, the Average Life Date of
such Equipment Note and (B) the other maturing as close as possible to, but
later than, the Average Life Date of such Equipment Note, in each case as
published in the most recent H.15(519) or, if a weekly average yield to maturity
for United States Treasury securities maturing on the Average Life Date of such
Equipment Note is reported on the most recent H.15(519), such weekly average
yield to maturity as published in such H.15(519). "H.15(519)" means the weekly
statistical release designated as such, or any successor publication, published
by the Board of Governors of the Federal Reserve System. The date of
determination of a Make-Whole Amount shall be the third Business Day prior to
the applicable payment or redemption date and the "most recent H.15(519)" means
the H.15(519) published prior to the close of business on the third Business Day
prior to the applicable payment or redemption date.


<PAGE>

      "MATERIAL ADVERSE CHANGE" means, with respect to any person, any event,
condition or circumstance that materially and adversely affects such person's
business or consolidated financial condition, or its ability to observe or
perform its obligations, liabilities and agreements under, or affect the
validity or enforceability of the Operative Agreements.

      "MORTGAGED PROPERTY" is defined in Section 3.03 of the Trust Indenture.

      "MORTGAGEE" means Wilmington Trust Company, a Delaware banking
corporation, not in its individual capacity but solely as loan trustee under the
Trust Indenture.

      "MORTGAGEE AGREEMENTS" means, collectively, the Participation Agreement,
the Trust Indenture and any Trust Indenture Supplement.

      "MORTGAGEE EVENT" means (i) in the event of a reorganization proceeding
involving the Lessee under Chapter 11 of the Bankruptcy Code, (A) the trustee in
such proceeding or the Lessee not assuming or agreeing to perform its
obligations under the Lease, as contemplated under Section 1110, during the
60-day period under Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer
period as may apply under Section 1110(b) of the Bankruptcy Code) or (B) at any
time after agreeing to perform such obligations, such trustee or the Lessee
ceasing to perform such obligations with the result that the Continuous Stay
Period comes to an end or (ii) either the Equipment Notes shall have become due
and payable pursuant to Section 4.04(b) of the Trust Indenture or Mortgagee has
taken action or notified Owner Trustee that it intends to take action to
foreclose the Lien of the Trust Indenture or otherwise commence the exercise of
any significant remedy in accordance with Section 4.04(a) of the Trust
Indenture.

      "NET ECONOMIC RETURN" means the Owner Participant's net after-tax yield
utilizing the multiple investment sinking fund method of analysis and aggregate
net after-tax cash flow, computed on the basis of the same methodology and
assumptions as were utilized by the initial Owner Participant in determining
Stipulated Loss Value percentages and Termination Value percentages, as of the
Closing Date.

      "NET WORTH" means, for any person, the excess of its total assets over its
total liabilities in accordance with GAAP.

      "NON-U.S. PERSON" means any Person other than a United States person, as
defined in Section 7701(a)(30) of the Code.

      "NOTE HOLDER" means at any time each registered holder of one or more
Equipment Notes.

      "NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement, dated as of
the Issuance Date, among Continental Airlines, Inc., the Subordination Agent,
the Escrow Agent, the Paying Agent and the Pass Through Trustee under the Pass
Through Trust Agreement providing for, among other things, the issuance and sale
of certain equipment notes, PROVIDED that, for purposes of any obligation of
Lessee, no amendment, modification or supplement to, or substitution or
replacement of, such Agreement shall be effective unless consented to by Lessee.

      "OBSOLETE PART" is defined in Section D of Annex C to the Lease.


<PAGE>

      "OFFICER'S CERTIFICATE" means, in respect of any party to the
Participation Agreement, a certificate signed by the Chairman, the President,
any Vice President (including those with varying ranks such as Executive,
Senior, Assistant or Staff Vice President), the Treasurer or the Secretary of
such party.

      "OPERATIVE AGREEMENTS" means, collectively, the Participation Agreement,
the Trust Agreement, the Purchase Agreement Assignment, the Consent and
Agreement, the Lease, Lease Supplement No. 1, the Trust Indenture, the initial
Trust Indenture Supplement, the Bills of Sale, the Tax Indemnity Agreement, the
Termination Agreements and the Equipment Notes.

      "OPERATIVE INDENTURES" means each of the indentures under which notes have
been issued and purchased by the Pass Through Trustee.

      "OP GUARANTOR" means the Airframe Manufacturer.

      "OP GUARANTY" means the Guaranty, dated as of the date of the
Participation Agreement, providing, among other things, for the guaranty by the
OP Guarantor of Owner Participant's obligations under the Operative Agreements.

      "OP JURISDICTION" is defined in Schedule 3 to the Participation Agreement.

      "ORIGINAL AMOUNT," with respect to an Equipment Note, means the stated
original principal amount of such Equipment Note and, with respect to all
Equipment Notes, means the aggregate stated original principal amounts of all
Equipment Notes.

      "OWNER PARTICIPANT" means the person executing the Participation Agreement
as "Owner Participant" or, if a second person becomes an "Owner Participant"
pursuant to Section 10.1.1 of the Participation Agreement, both of such persons;
PROVIDED that if an Owner Participant Transfers 100% of its interest to a
successor Owner Participant, such transferring Owner Participant shall
thereafter no longer be considered an "Owner Participant."

      "OWNER PARTICIPANT AGREEMENTS" means, collectively, the Participation
Agreement, the Tax Indemnity Agreement and the Trust Agreement.

      "OWNER PARTICIPANT'S PERCENTAGE" means the percentage of Lessor's Cost
allocated to the Owner Participant in Schedule 2 to the Participation Agreement.

      "OWNER TRUSTEE" means Wells Fargo Bank Northwest, National Association, a
national banking association, not in its individual capacity, except as
expressly provided in any Operative Agreement, but solely as Owner Trustee under
the Trust Agreement.

      "OWNER TRUSTEE AGREEMENTS" means, collectively, the Participation
Agreement, the Lease, Lease Supplement No. 1, the Trust Agreement, the Trust
Indenture, the initial Trust Indenture Supplement, the Equipment Notes and the
Purchase Agreement Assignment.

      "PARTICIPANTS" means, collectively, Owner Participant and each Loan
Participant and "Participant" means Owner Participant or a Loan Participant,
individually.


<PAGE>

      "PARTICIPATION AGREEMENT" means the Participation Agreement [TN] dated as
of [ID] among Lessee, Owner Participant, Owner Trustee, the Pass Through
Trustee, Subordination Agent, Mortgagee and Airframe Manufacturer.

      "PARTS" means all appliances, parts, components, avionics, landing gear,
instruments, appurtenances, accessories, furnishings, seats and other equipment
of whatever nature (other than (a) Engines or engines, and (b) any items leased
by Lessee from a third party other than Lessor)), that may from time to time be
installed or incorporated in or attached or appurtenant to the Airframe or any
Engine.

      "PASS THROUGH AGREEMENTS" means the Pass Through Trust Agreement, the Note
Purchase Agreement, the Deposit Agreement, the Escrow Agreement, the
Intercreditor Agreement, the Liquidity Facility and the Fee Letter (as defined
in the Intercreditor Agreement), provided, that no amendment, modification or
supplement to, or substitution or replacement of, any such Fee Letter shall be
effective for purposes of any obligation of Lessee, unless consented to by
Lessee.

      "PASS THROUGH CERTIFICATES" means the pass through certificates issued by
the Pass Through Trust (and any other pass through certificates for which such
pass through certificates may be exchanged).

      "PASS THROUGH INDEMNITEES" means (i) the Subordination Agent, the Paying
Agent, the Escrow Agent, the Liquidity Provider and the Pass Through Trustee,
(ii) each Affiliate of a person described in the preceding clause (i), (iii) the
respective directors, trustees, officers, employees, agents and servants of each
of the persons described in the preceding clauses (i) and (ii) and (iv) the
successors and permitted assigns of the persons described in the preceding
clauses (i), (ii) and (iii).

      "PASS THROUGH TRUST" means the pass through trust created under the Pass
Through Trust Agreement.

      "PASS THROUGH TRUST AGREEMENT" means the Trust Supplement, dated as of the
Issuance Date, by and between the Lessee and Pass Through Trustee, together with
the Basic Pass Through Trust Agreement.

      "PASS THROUGH TRUSTEE" means Wilmington Trust Company, a Delaware banking
corporation, in its capacity as trustee under the Pass Through Trust Agreement.

      "PASS THROUGH TRUSTEE AGREEMENTS" means the Participation Agreement, the
Pass Through Trust Agreement, the Note Purchase Agreement, the Deposit
Agreement, the Escrow Agreement and the Intercreditor Agreement.

      "PAYING AGENT" means Wilmington Trust Company, as Paying Agent under the
Escrow Agreement.

      "PAYMENT DATE" means each January 2 and July 2 during the Term, commencing
with July 2, 2004.


<PAGE>

      "PAYMENT DEFAULT" means the failure by Lessee to pay any amount of Basic
Rent, Renewal Rent, Stipulated Loss Value or Termination Value when due.

      "PAYMENT DUE RATE" is defined in Schedule 1 to the Lease.

      "PAYMENT PERIOD" means each of the consecutive semiannual periods during
the Term ending on a Payment Date, the first such period commencing on and
including the Closing Date and being longer than semiannual.

      "PERMITTED AIR CARRIER" means (i) any Permitted Foreign Air Carrier, (ii)
any person approved in writing by Lessor or (iii) any U.S. Air Carrier.

      "PERMITTED COUNTRY" means any country listed on Schedule 5 to the Lease.

      "PERMITTED FOREIGN AIR CARRIER" means any air carrier with its principal
executive offices in any Permitted Country and which is authorized to conduct
commercial airline operations and to operate jet aircraft similar to the
Aircraft under the applicable Laws of such Permitted Country.

      "PERMITTED GOVERNMENT ENTITY" means (i) the U.S. Government or (ii) any
Government Entity if the Aircraft is then registered under the Laws of the
country of such Government Entity.

      "PERMITTED INSTITUTION" means any bank, trust company, insurance company,
financial institution, partnership, limited liability company or corporation
(other than, without Lessee's consent, a commercial air carrier, a commercial
aircraft operator, a freight forwarder or Affiliate of any of the foregoing), in
each case with a combined capital and surplus or net worth of at least
$25,000,000.

      "PERMITTED LIEN" means any Lien described in clauses (a) through (f),
inclusive, of Section 6 of the Lease.

      "PERMITTED SUBLEASE" means a sublease or sub-sublease permitted under
Section 7.2.7 of the Lease.

      "PERMITTED SUBLESSEE" means the sublessee under a Permitted Sublease.

      "PERSONS" or "PERSONS" means individuals, firms, partnerships, joint
ventures, trusts, trustees, Government Entities, organizations, associations,
corporations, limited liability companies, government agencies, committees,
departments, authorities and other bodies, corporate or incorporate, whether
having distinct legal status or not, or any member of any of the same.

      "PLAN" means any employee benefit plan within the meaning of Section 3(3)
of ERISA, or any plan within the meaning of Section 4975(e)(1) of the Code.

      "PRELIMINARY NOTICE" is defined in Section 17.1 of the Lease.

      "PREMIUM TERMINATION DATE" means January 13, 2012.


<PAGE>

      "PTT PERCENTAGE" means, with respect to the Pass Through Trustee, the
percentage of Lessor's Cost allocated to such Pass Through Trustee in Schedule 2
to the Participation Agreement.

      "PURCHASE AGREEMENT" means the Purchase Agreement GPJ-003/96 between
Airframe Manufacturer and Express (including all exhibits thereto, together with
all letter agreements entered into that by their terms constitute part of such
Purchase Agreement), to the extent assigned pursuant to the Purchase Agreement
Assignment.

      "PURCHASE AGREEMENT ASSIGNMENT" means the Amended and Restated Purchase
Agreement Assignment [TN], dated as of even date with the Participation
Agreement, among Express, Seller (if Seller is not Airframe Manufacturer) and
Owner Trustee.

      "PURCHASE DATE" means the last Business Day of the Base Lease Term or any
Renewal Lease Term, as specified in any Purchase Notice.

      "PURCHASE NOTICE" is defined in Section 17.3.1 of the Lease.

      "QIB" is defined in Section 2.08 of the Trust Indenture.

      "REMOVABLE PARTS" is defined in Section D of Annex C to the Lease.

      "RENEWAL LEASE TERM" means each two year term for which the Lease is
extended by Lessee, if any, pursuant to the first or second such extensions in
accordance with Section 17 of the Lease.

      "RENEWAL NOTICE" is defined in Section 17.2.1 of the Lease.

      "RENEWAL RENT" for the Aircraft means the rent payable therefor in respect
of a Renewal Lease Term determined pursuant to Section 17.2.2 of the Lease.

      "RENT" means, collectively, Basic Rent, Renewal Rent and Supplemental
Rent.

      "REPLACEMENT AIRFRAME" means any airframe substituted for the Airframe
pursuant to Section 10 of the Lease.

      "REPLACEMENT ENGINE" means an engine substituted for an Engine pursuant to
the Lease.

      "RETURN ACCEPTANCE SUPPLEMENT" means a Return Acceptance Supplement, dated
as of the date the Aircraft is returned to Lessor pursuant to Section 5 of the
Lease, by Lessor and Lessee substantially in the form of Exhibit B to the Lease.

      "SCHEDULED CLOSING DATE" means the expected Closing Date notified to
Lessee, each Participant, Owner Trustee and Mortgagee by Airframe Manufacturer
pursuant to Section 4.1 of the Participation Agreement, which expected Closing
Date shall be a Business Day not later than the Commitment Termination Date.

      "SCHEDULED EXPIRATION DATE" is defined in Schedule 1 to the Lease.


<PAGE>

      "SCHEDULED RENEWAL TERM EXPIRATION DATE" means, in the case of the first
Renewal Lease Term, the second anniversary of the Scheduled Expiration Date, and
in the case of the second Renewal Lease Term, the fourth anniversary of the
Scheduled Expiration Date.

      "SEC" means the Securities and Exchange Commission of the United States,
or any Government Entity succeeding to the functions of such Securities and
Exchange Commission.

      "SECTION 1110" means 11 U.S.C. ss. 1110 of the Bankruptcy Code or any
successor or analogous section of the federal bankruptcy Law in effect from time
to time.

      "SECTION 1110 EVENT" means the institution of reorganization proceedings
with respect to Lessee under Chapter 11 of the Bankruptcy Code and thereafter so
long as the Section 1110 Period continues.

      "SECTION 1110 PERIOD" means the continuous period of 60 days specified in
Section 1110(a)(2)(A) of the Bankruptcy Code (or such longer period, if any,
agreed to under Section 1110(b) of the Bankruptcy Code), plus an additional
period, if any, commencing with the trustee or debtor-in-possession in such
proceeding agreeing to perform its obligations under the Lease with the approval
of the applicable court and continuing until such time as such trustee or
debtor-in-possession ceases to fully perform its obligations thereunder with the
result that the period during which the Owner Trustee is prohibited from
repossessing the Aircraft under the Lease comes to an end.

      "SECURED OBLIGATIONS" is defined in Section 2.06 of the Trust Indenture.

      "SECURITIES ACT" means the Securities Act of 1933, as amended.

      "SECURITY" means a "security" as defined in Section 2(1) of the Securities
Act.

      "SELLER" is defined in Schedule 3 to the Participation Agreement.

      "SIMILAR AIRCRAFT" is defined in Schedule 1 to the Lease.

      "SLV RATE" is defined in Schedule 1 to the Lease.

      "STIPULATED LOSS VALUE" means, with respect to the Aircraft, (a) during
the Base Lease Term, the amount determined by multiplying (i) the percentage set
forth in Schedule 3 to the Lease (as adjusted from time to time in accordance
with Section 3.2.3 of the Lease) opposite the Stipulated Loss Value Date by (ii)
Lessor's Cost, (b) during any Renewal Lease Term, the amount determined pursuant
to Section 17.2.3 of the Lease and (c) during any extension of the Term pursuant
to the proviso to the definition of "Term", the Stipulated Loss Value
immediately prior to the commencement of such extension. Notwithstanding
anything to the contrary in any Operative Agreement, Stipulated Loss Value shall
always be sufficient to pay in full, as of the date of payment thereof (assuming
timely payment of the Equipment Notes prior to such date), the aggregate unpaid
principal amount of all Equipment Notes outstanding as of such date, together
with accrued and unpaid interest on all such Equipment Notes as of such date.


<PAGE>

      "STIPULATED LOSS VALUE DATE" means, for any month, the day in such month
specified in Schedule 3 to the Lease or, if such day is not a Business Day, the
immediately succeeding Business Day.

      "SUBORDINATION AGENT" means Wilmington Trust Company, as subordination
agent under the Intercreditor Agreement.

      "SUBORDINATION AGENT AGREEMENTS" means the Participation Agreement, the
Liquidity Facility and the Intercreditor Agreement.

      "SUPPLEMENTAL RENT" means, without duplication (a) all amounts,
liabilities, indemnities and obligations (other than Basic Rent or Renewal Rent
but including Make-Whole Amount, if any) that Lessee assumes or becomes
obligated to or agrees to pay under any Lessee Operative Agreement to or on
behalf of Lessor or any other person, including, without limitation, payments of
Stipulated Loss Value, Termination Value and payments of indemnities under
Section 9 of the Participation Agreement, but excluding any amount as to which
Lessee is obligated to pay a pro rata share pursuant to clause (e) of this
definition, (b) (i) to the extent not payable (whether or not in fact paid)
under Section 6(a) of the Note Purchase Agreement (as originally in effect or
amended with the consent of the Owner Participant), an amount or amounts equal
to the fees payable to the Liquidity Provider under Section 2.03 of the
Liquidity Facility and the related Fee Letter (as defined in the Intercreditor
Agreement) multiplied by a fraction the numerator of which shall be the then
outstanding aggregate principal amount of the Equipment Notes and the
denominator of which shall be the then outstanding aggregate principal amount of
all "Equipment Notes" (as defined in the Intercreditor Agreement); (ii) (x) the
amount equal to interest on any Downgrade Advance (other than any Applied
Downgrade Advance) payable under Section 3.07 of the Liquidity Facility minus
Investment Earnings from such Downgrade Advance multiplied by (y) the fraction
specified in the foregoing clause (i); (iii) (x) the amount equal to interest on
any Non-Extension Advance (other than any Applied Non-Extension Advance) payable
under Section 3.07 of the Liquidity Facility minus Investment Earnings from such
Non-Extension Advance multiplied by (y) the fraction specified in the forgoing
clause (i); (iv) if any payment default shall have occurred and be continuing
with respect to interest on any Equipment Notes, (x) the excess, if any, of (1)
an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance or
Applied Non-Extension Advance payable under Section 3.07 of the Liquidity
Facility over (2) the sum of Investment Earnings from any Final Advance plus any
amount of interest at the Payment Due Rate actually payable (whether or not in
fact paid) by Owner Trustee on the overdue scheduled interest on the Equipment
Notes in respect of which such Unpaid Advance, Applied Downgrade Advance or
Applied Non-Extension Advance was made multiplied by (y) a fraction the
numerator of which shall be the then aggregate overdue amounts of interest on
the Equipment Notes (other than interest becoming due and payable solely as a
result of acceleration of any such Equipment Notes) and the denominator of which
shall be the then aggregate overdue amounts of interest on all "Equipment Notes"
(as defined in the Intercreditor Agreement) (other than interest becoming due
and payable solely as a result of acceleration of any such "Equipment Notes");
and (v) Lessee's pro rata share of any other amounts owed to the Liquidity
Provider by the Subordination Agent as borrower under the Liquidity Facility
(other than amounts due as repayment of advances thereunder or as interest on
such advances), except to the extent payable pursuant to clause (i), (ii), (iii)
or (iv) above, in each case, to the extent not paid when due by the Airframe
Manufacturer pursuant to the Fee Letter (as defined in the Intercreditor

<PAGE>

Agreement), (c) Lessee's pro rata share of all compensation and reimbursement of
expenses, disbursements and advances payable by Lessee under the Pass Through
Trust Agreement, (d) Lessee's pro rata share of all compensation and
reimbursement of expenses and disbursements payable to the Subordination Agent
under the Intercreditor Agreement except with respect to any income or franchise
taxes incurred by the Subordination Agent in connection with the transactions
contemplated by the Intercreditor Agreement, (e) Lessee's pro rata share of any
amount payable under Section 9.1 (and, if attributable thereto, Section 9.5) of
the Participation Agreement to any Pass Through Indemnitee to the extent such
amount relates to, results from or arises out of or in connection with (i) the
Pass Through Agreements or the enforcement of any of the terms of any of the
Pass Through Agreements, (ii) the offer, sale, or delivery of the Pass Through
Certificates or any interest therein or represented thereby or (iii) 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 Lessee under any
Pass Through Agreement or the falsity of any representation or warranty of
Lessee in any Pass Through Agreement and (f) in the event Lessee requests any
amendment to any Operative Agreement or Pass Through Agreement, Lessee's pro
rata share of all reasonable fees and expenses (including, without limitation,
fees and disbursements of counsel) of the Escrow Agents and the Paying Agents in
connection therewith payable by the Pass Through Trustee under the Escrow
Agreement. As used herein, "Lessee's pro rata share" means as of any time a
fraction, the numerator of which is the principal balance then outstanding of
Equipment Notes and the denominator of which is the aggregate principal balance
then outstanding of all "Equipment Notes" (as such term is defined in each of
the Operative Indentures). For purposes of this definition, the terms "Applied
Downgrade Advance", "Applied Non-Extension Advance", "Cash Collateral Account",
"Downgrade Advance", "Final Advance", "Investment Earnings", "Non-Extension
Advance" and "Unpaid Advance" shall have the meanings specified in the Liquidity
Facility.

      "TAX ATTRIBUTE PERIOD" is defined in Section 1(e) of the Tax Indemnity
Agreement.

      "TAX INDEMNITEE" means (a) Wells Fargo and Owner Trustee, (b) WTC and
Mortgagee, (c) each separate or additional trustee appointed pursuant to the
Trust Agreement or the Trust Indenture, (d) each Participant, (e) the Trust
Estate and the Trust Indenture Estate and (f) the respective successors,
assigns, agents and servants of the foregoing. For purposes of this definition,
the term "Owner Participant" shall include any member of an affiliated group
(within the meaning of Section 1504 of the Code) of which Owner Participant is,
or may become, a member if consolidated, joint or combined returns are filed for
such affiliated group for federal, state or local income tax purposes.

      "TAX INDEMNITY AGREEMENT" means the Tax Indemnity Agreement, dated as of
even date with the Participation Agreement, between Lessee and Owner
Participant.

      "TAXES" means all license, recording, documentary, registration and other
similar fees and all taxes, levies, imposts, duties, charges, assessments or
withholdings of any nature whatsoever imposed by any Taxing Authority, together
with any penalties, additions to tax, fines or interest thereon or additions
thereto.


<PAGE>

      "TAXING AUTHORITY" means any federal, state or local government or other
taxing authority in the United States, any foreign government or any political
subdivision or taxing authority thereof, any international taxing authority or
any territory or possession of the United States or any taxing authority
thereof.

      "TERM" means the term, commencing on the Closing Date, for which the
Aircraft is leased pursuant to Section 3 of the Lease, and shall include the
Base Lease Term and, if applicable, any Renewal Lease Term; PROVIDED that if at
the scheduled end of the Term the Aircraft or Airframe is being used, or was
within six (6) months prior thereto being used, by the U.S. Government pursuant
to CRAF, the Term shall be deemed extended for the period necessary to
accommodate usage of the Aircraft or Airframe pursuant to CRAF plus six months
thereafter, and Lessee shall be obligated to pay Basic Rent with respect to any
such period of extension at a rate equal to the Basic Rent paid during the Base
Lease Term or the applicable Renewal Lease Term, whichever shall have ended
immediately prior to such extension.

      "TERMINATION AGREEMENTS" means, collectively, the termination agreement
with respect to the Existing Lease and the termination agreement with respect to
the Existing Sublease, in each case delivered pursuant to Section 5.1.2(xiii) of
the Participation Agreement.

      "TERMINATION DATE" means any Payment Date on which the Lease shall
terminate in accordance with Section 9 of the Lease.

      "TERMINATION VALUE" means, with respect to the Aircraft, the amount
determined by multiplying (a) the percentage set forth in Schedule 4 to the
Lease (as adjusted from time to time in accordance with Section 3.2.3 of the
Lease) opposite the applicable Payment Date by (b) Lessor's Cost.
Notwithstanding anything to the contrary in any Operative Agreement, Termination
Value shall always be sufficient to pay in full, as of the date of payment
thereof (assuming timely payment of the Equipment Notes prior to such date), the
aggregate unpaid principal amount of all Equipment Notes outstanding as of such
date, together with accrued and unpaid interest on all such Equipment Notes as
of such date.

      "THRESHOLD AMOUNT" is defined in Schedule 1 to the Lease.

      "TRANSACTIONS" means the transactions contemplated by the Participation
Agreement and the other Operative Agreements to occur on the Closing Date.

      "TRANSACTION EXPENSES" means (a) all costs and expenses incurred by Owner
Participant, the Pass Through Trustee, the Subordination Agent, Owner Trustee
and Mortgagee in connection with the preparation, execution and delivery of the
Operative Agreements (including, without limitation, the reasonable fees and
expenses of counsel for such parties), (b) all costs and expenses for the
recording or filing of any documents, certificates or instruments in accordance
with any Operative Agreement, including, without limitation, the FAA Filed
Documents and the Financing Statements, (c) the OP Pro Rata Share of (i) the
placement fees and expenses attributable to the offering and sale of the Pass
Through Certificates and (ii) all costs and expenses incurred by the Pass
Through Trustee, the Subordination Agent, Owner Trustee and Mortgagee in
connection with the preparation, execution and delivery of the Pass Through
Agreements (including, without limitation, the reasonable fees and expenses of

<PAGE>

counsel for such parties), (d) the reasonable fees and disbursements of special
counsel in Oklahoma City, Oklahoma, in connection with the Closing, and (e) all
initial and ongoing fees, disbursements and expenses of Owner Trustee and
Mortgagee. For purposes of the foregoing, "OP PRO RATA SHARE" shall mean a
fraction, the numerator of which shall be one and the denominator of which shall
be the number of aircraft financed under the Note Purchase Agreement.

      "TRANSFER" means the transfer, sale, assignment or other conveyance of all
or any interest in any property, right or interest.

      "TRANSFEREE" means a person to which any Owner Participant, Owner Trustee
or any Loan Participant or Note Holder purports or intends to Transfer any or
all of its right, title or interest in the Trust Estate or in its Equipment Note
and the Trust Indenture Estate, respectively, as described in Section 10.1.1(a),
10.1.2 or 10.1.3 (but excluding participants in any participation referred to in
Section 10.1.3), respectively, of the Participation Agreement.

      "TRUST" means the trust created by the Trust Agreement.

      "TRUST AGREEMENT" means the Amended and Restated Trust Agreement [TN],
dated as of even date with the Participation Agreement, between Owner
Participant and Owner Trustee.

      "TRUST ESTATE" means all estate, right, title and interest of Owner
Trustee in and to the Aircraft, the Lease, any Lease Supplement and the Purchase
Agreement including, without limitation, all amounts of Basic Rent and
Supplemental Rent including, without limitation, insurance proceeds (other than
insurance proceeds payable to or for the benefit of Owner Participant, Note
Holders or WTC) and requisition, indemnity or other payments of any kind for or
with respect to the Aircraft (except amounts owing to Owner Participant, Note
Holders or WTC, or to any of their respective directors, officers, employees,
servants and agents, pursuant to Section 9 of the Participation Agreement).
Notwithstanding the foregoing, "Trust Estate" shall not include any Excluded
Payment.

      "TRUST INDENTURE" means the Trust Indenture and Mortgage [TN], dated as of
even date with the Participation Agreement, between Owner Trustee and Mortgagee.

      "TRUST INDENTURE ESTATE" is defined in the "Granting Clause" of the Trust
Indenture.

      "TRUST INDENTURE SUPPLEMENT" means a Trust Indenture and Mortgage [TN]
Supplement, substantially in the form of Exhibit A to the Trust Indenture, with
appropriate modifications to reflect the purpose for which it is being used.

      "TRUST SUPPLEMENT" means an agreement supplemental to the Basic Pass
Through Trust Agreement pursuant to which (i) a separate trust is created for
the benefit of the holders of the Pass Through Certificates, (ii) the issuance
of the Pass Through Certificates representing fractional undivided interests in
such trust is authorized and (iii) the terms of the Pass Through Certificates
are established.

      "UCC" means the Uniform Commercial Code as in effect in any applicable
jurisdiction.


<PAGE>

      "UNITED STATES" or "U.S." means the United States of America; PROVIDED,
that for geographic purposes, "United States" means, in aggregate, the 50 states
and the District of Columbia of the United States of America.

      "U.S. AIR CARRIER" means any Person holding an air carrier operating
certificate issued by the Secretary of Transportation pursuant to chapter 447 of
title 49 of the United States Code for aircraft capable of carrying 10 or more
individuals or 6000 pounds or more of cargo, and as to which there is in force
an air carrier operating certificate issued pursuant to Part 121 of the FAA
Regulations, or which may operate as an air carrier by certification or
otherwise under any successor or substitute provisions therefor or in the
absence thereof.

      "U.S. PERSON" means any Person described in Section 7701(a)(30) of the
Code.

      "U.S. GOVERNMENT" means the federal government of the United States, or
any instrumentality or agency thereof the obligations of which are guaranteed by
the full faith and credit of the federal government of the United States.

      "WEIGHTED AVERAGE LIFE TO MATURITY" means, with respect to any specified
Debt, at the time of the determination thereof the number of years obtained by
dividing the then Remaining Dollar-years of such Debt by the then outstanding
principal amount of such Debt. The term "Remaining Dollar-years" shall mean the
amount obtained by (1) multiplying the amount of each then-remaining principal
payment on such Debt by the number of years (calculated at the nearest
one-twelfth) that will elapse between the date of determination of the Weighted
Average Life to Maturity of such Debt and the date of that required payment and
(2) totaling all the products obtained in clause (1) above.

      "WELLS FARGO" means Wells Fargo Bank Northwest, National Association, a
national banking association, not in its capacity as Owner Trustee under the
Trust Agreement, but in its individual capacity.

      "WET LEASE" means any arrangement whereby Lessee or a Permitted Sublessee
agrees to furnish the Aircraft, Airframe or any Engine to a third party pursuant
to which the Aircraft, Airframe or Engine shall at all times be in the
operational control of Lessee or a Permitted Sublessee, provided that Lessee's
obligations under this Lease shall continue in full force and effect
notwithstanding any such arrangement.

      "WTC" means Wilmington Trust Company, a Delaware banking corporation, not
in its capacity as Mortgagee under the Trust Indenture, but in its individual
capacity.



<PAGE>
                                  EXHIBIT A to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                         FORM OF PARTICIPATION AGREEMENT

                               (Filed Separately)

<PAGE>
                                  EXHIBIT B to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                                  FORM OF LEASE

                               (Filed Separately)

<PAGE>
                                  EXHIBIT C to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                             FORM OF TRUST INDENTURE

                               (Filed Separately)

<PAGE>
                                 EXHIBIT D-1 to
                             NOTE PURCHASE AGREEMENT
                             -----------------------


                                     FORM OF
                              AMENDED AND RESTATED
                       PURCHASE AGREEMENT ASSIGNMENT [TN]


      AMENDED AND RESTATED PURCHASE AGREEMENT ASSIGNMENT [TN], dated as of
[INSERT CLOSING DATE] (this "Restated Assignment"), between WELLS FARGO BANK
NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity but solely as
Owner Trustee (the "Assignee"), and EXPRESSJET AIRLINES, INC., a Delaware
corporation ("Express" or the "Assignor"), which amends and restates in its
entirety the Original PAA (as hereinafter defined).

                                    RECITALS

      WHEREAS, Express and the Manufacturer (as hereinafter defined), have
entered into the Purchase Agreement (as hereinafter defined), pursuant to which,
among other things, Embraer has agreed to manufacture and sell to Express, and
Express has agreed to purchase from the Manufacturer, certain aircraft,
including the Aircraft (as defined in the Purchase Agreement Assignment
described below);

      WHEREAS, pursuant to the Purchase Agreement, Embraer has heretofore sold
the Aircraft to Express and pursuant to a Purchase Agreement Assignment No. ___
[TN], dated as of __________, ___ ("Original PAA"), between Express and the
Owner Trustee, Express has, among other things, heretofore assigned to the Owner
Trustee, with the consent of the Manufacturer, certain of its right, title and
interest in, to and under the Purchase Agreement including, without limitation,
the right to purchase the Aircraft from the Manufacturer upon and subject to the
terms and conditions set forth in the Purchase Agreement and the Original PAA;

      WHEREAS, the Owner Trustee desires to (i) issue Equipment Notes (as
defined in Annex A to the Lease Agreement referred to herein) for the purpose of
enabling the Owner Participant to repay, in part, the indebtedness relating to
the acquisition of the Aircraft by the Owner Trustee, (ii) terminate the Lease
Agreement [TN], dated as of the date of Original PAA (the "Existing Lease"),
between the Owner Trustee and Continental Airlines, Inc. ("Continental"), in
connection therewith and (iii) re-lease the Aircraft to Continental pursuant to
the Lease Agreement (as hereinafter defined); and

      WHEREAS, to facilitate the transactions described in the immediately
preceding Whereas clause, Express and the Assignee desire to amend and restate
in its entirety the Original PAA on the terms and conditions hereof and the
Manufacturer is willing to execute and deliver to the Assignee a Consent and
Agreement to the provisions hereof in substantially the form attached hereto as
Annex 1;

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, and for other good and

<PAGE>

valuable consideration, the receipt and adequacy of which is hereby
acknowledged, Express and the Assignee hereby agree to amend and restate the
Original PAA in its entirety upon the terms set forth herein:

      Section 1. DEFINITIONS. For all purposes of this Restated Assignment,
except as otherwise expressly provided or unless the context otherwise requires,
the following terms shall have the following meanings:

            AIRCRAFT. The Embraer Model EMB-145 XR aircraft to be delivered
      under the Purchase Agreement bearing Manufacturer's Serial No. [_______]
      and U.S. Registration Mark N[_________] (as hereinafter defined), with two
      Allison [___________] engines installed on such aircraft on the date of
      delivery therefor, together with the equipment, components and accessories
      installed thereon pursuant to the Purchase Agreement.

            LEASE OR LEASE AGREEMENT. The Lease Agreement [TN]. dated as of the
      date hereof, as the same may be amended, modified or supplemented, between
      the Owner Trustee, as lessor, and Continental, as lessee, providing for
      the lease of the Aircraft.

            MANUFACTURER. EMBRAER-Empresa Brasileira de Aeronautica S.A., a
      corporation organized and existing under the laws of Brazil, and its
      successors and assigns.

            PURCHASE AGREEMENT. Purchase Agreement No. GPJ-003/96, dated August
      5, 1996 as the same may be amended, supplemented or otherwise modified
      from time to time in accordance with its terms, between the Manufacturer
      and Express (formerly known as Continental Express, Inc.) solely with
      respect to Articles 1, 2(a), 3(a), 4(a), 5(a), 6, 7(a) and (c), 12(a), 15,
      17, 19, 20, 21, 24, 25, 26, 27, 28, 29 and 30 thereof, and Attachment C
      thereto providing, among other things, for the manufacture and sale by the
      Manufacturer to Express (or its designee) of the airframe, Allison
      AE3007A1E engines and parts installed thereon.

      All terms used herein in capitalized form which are defined in the Lease
and not otherwise defined herein shall, when used herein, have the meanings
specified in Annex A to the Lease.

      Section 2. TRANSFER AND ASSUMPTION. Subject to the terms and conditions of
this Assignment, the Assignor does hereby sell, assign, transfer and set over
unto the Assignee all the Assignor's rights and interest in and to the Purchase
Agreement as and to the extent that the same relate to the Aircraft and the
purchase and operation thereof, except to the extent reserved below, including,
without limitation, (a) the right upon valid tender by the Manufacturer to
purchase the Aircraft pursuant to the Purchase Agreement (including the right to
accept delivery of such Aircraft, such right of acceptance to be exercised by a
representative of the Assignor authorized by the Assignee and designated by the
Assignor pursuant to Section 2.2(b) of the Lease), and the right to take title
to the Aircraft and to be named the buyer in the bill of sale to be delivered by

<PAGE>

the Manufacturer for the Aircraft pursuant to Article 7(c) of the Purchase
Agreement, (b) all claims for damages in respect of the Aircraft arising as a
result of any default by the Manufacturer under the Purchase Agreement or any
supplier of parts or equipment installed on or in the Aircraft, including,
without limitation, all warranty and indemnity provisions contained in the
Purchase Agreement, and all claims arising thereunder, in respect of the
Aircraft, and (c) any and all rights of the Assignor to compel performance of
the terms of the Purchase Agreement in respect of the Aircraft; reserving to the
Assignor however, (i) all the Assignor's rights and interests in and to the
Purchase Agreement to the extent the same relates to aircraft other than the
Aircraft and the purchase and operation of such aircraft and to the extent it
pertains to any other matters not directly pertaining to the Aircraft, and (ii)
all the Assignor's rights and obligations with respect to any post-delivery
adjustment of the purchase price of the Aircraft (and any other payments made or
to be made by the Assignor in respect of such Aircraft under the Purchase
Agreement or amounts credited or to be credited by the Manufacturer to the
Assignor, provided that the Assignor shall obtain no additional rights in or to
the Aircraft or any part thereof by reason of making any such payment), and
(iii) with respect to the Aircraft so long as the Aircraft is subject to the
Lease (A) the rights to demand, accept and retain all rights in and to all
property (other than the Aircraft), data and service related to the Aircraft
which the Manufacturer is obligated to provide or does provide pursuant to the
Purchase Agreement, and (B) the right to obtain services, training, data and
demonstration and test flights related to the Aircraft pursuant to the Purchase
Agreement (provided that after notice by Continental to the manufacturer that
Continental is entitled to possession of the Aircraft, Continental shall be
entitled to the rights referred to in this clause (iii) in lieu of the Assignor)
and (iv) the right to maintain plant representatives at the Manufacturer's plant
pursuant to the Purchase Agreement. The Assignee hereby accepts such assignment
subject to the terms hereof.

      Notwithstanding the foregoing, so long as no Lease Event of Default as
defined in Section 14 of the Lease has occurred and is continuing, the Assignee
shall and it does hereby authorize the Assignor during the term of the Lease, as
sublessee under the Express Sublease, to the exclusion of the Assignee, to
exercise in the Assignor's own name all rights and powers of the "Buyer" under
the Purchase Agreement including the right to retain any recovery or benefit
resulting from the enforcement of any warranty or indemnity under the Purchase
Agreement in respect of the Aircraft except that the Assignor may not enter into
any amendment, modification or supplement to the Purchase Agreement without the
written consent or countersignature of the Assignee if such amendment,
modification or supplement would result in any rescission, cancellation or
termination of the Purchase Agreement with respect to the Aircraft, except as
permitted by Article 9 or 22 of the Purchase Agreement PROVIDED that after
reasonable prior notice by Continental to Manufacturer that Continental is
entitled to possession of the Aircraft, Continental shall be entitled to
exercise the rights of the Assignor referred to in this paragraph.

      Until such time as written notice of a Lease Event of Default or
termination of the Lease shall have been given by the Assignee to the
Manufacturer, to its Director of Contracts, by mail to EMBRAER-Empresa
Brasileira de Aeronautica S.A., Av. Brigadeiro Faria Lima, 2170, 12.227-901 Sao

<PAGE>

Jose dos Campos-SP, Brazil, or by fax to fax no.: 55 12-3927-1257, the
Manufacturer shall deal solely and exclusively with the Assignor. After such
notice has been given to the Manufacturer, and until the Assignee shall have
notified the Manufacturer that a Lease Event of Default is no longer continuing,
the Manufacturer shall deal solely and exclusively with the Assignee. Assignee
shall promptly after all Lease Events of Default have been remedied to the
satisfaction of Assignee, give written notice that such remedy has occurred to
the Manufacturer with a copy to the Assignor, and upon the Manufacturer's
receipt of such notice, the Assignor and the Manufacturer shall have all of the
respective rights which they have hereunder and under the Consent and Agreement
annexed hereto in the absence of notice from the Assignee of a Lease Event of
Default.

      For all purposes of this Assignment, the Manufacturer shall not be deemed
to have knowledge of, and need not recognize nor take any action with respect
to, the occurrence of a Lease Event of Default, or the discontinuance of a Lease
Event of Default, or the Aircraft's becoming no longer subject to the Lease, or
the termination of the Assignor's rights hereunder by Continental to the extent
permitted hereunder, unless and until the Manufacturer shall have received from
the Assignee or Continental, as required by the terms of this Restated
Assignment, written notice (including notice by fax) thereof and, in acting in
accordance with the terms and conditions of the Purchase Agreement and this
Restated Assignment, the Manufacturer may act in accordance with and
conclusively rely upon any such notice.

      Section 3. OBLIGATIONS OF THE ASSIGNOR. It is expressly agreed that,
anything herein contained to the contrary notwithstanding: (a) the Assignor
shall at all times remain liable to the Manufacturer under the Purchase
Agreement to perform all duties and obligations of the "Buyer" thereunder to the
same extent as if this Restated Assignment had not been executed; (b) the
exercise by the Assignee of any of the rights assigned hereunder shall not
release the Assignor from any of its duties or obligations to the Manufacturer
under the Purchase Agreement except to the extent that such exercise by the
Assignee shall constitute performance of such duties and obligations; (c)
subject to the provisions of the penultimate paragraph of this Section 3, the
Assignee shall not have any obligation or liability under the Purchase Agreement
(including in particular, but without limitation, any liability for the payment
of any taxes and customs duties under the Purchase Agreement, the obligation for
payment of which shall remain with the Assignor as provided in clause (d) below)
by reason of, or arising out of, this Restated Assignment or be obligated to
perform any of the obligations or duties of the Assignor under the Purchase
Agreement or to make any payment (other than to pay the purchase price for the
Aircraft as invoiced on the delivery date for such Aircraft to the extent and
upon the terms and conditions set forth in the Purchase Agreement and the Lease
Agreement) or to make any inquiry as to the sufficiency of any payment received
by it or to present or file any claim or to take any other action to collect or
enforce any claim for any payment assigned hereunder; (d) after the delivery
date for the Aircraft under the Purchase Agreement, the Assignor will exercise
its rights and perform its obligations under the Purchase Agreement to the
extent that such rights and obligations have not been assigned hereunder or
performed by the Assignee. Nothing contained in this Section 3 shall impose upon
the Assignee any liability for post-delivery adjustments in price, which

<PAGE>

adjustments it is understood and agreed will be the sole right and
responsibility of the Assignor.

      Without in any way releasing the Assignor from any of its duties or
obligations under the Purchase Agreement, the Assignee hereby agrees, expressly
for the benefit of the Manufacturer, that notwithstanding anything contained
herein to the contrary, insofar as the provisions of the Purchase Agreement
relate to the Aircraft accepted by the Assignee under the Purchase Agreement, in
exercising any rights under the Purchase Agreement, or in making any claim with
respect to the Aircraft or other things (including without limitation data,
documents and services) delivered or to be delivered pursuant to the Purchase
Agreement, the terms and conditions of the Purchase Agreement, shall apply to
and be binding upon the Assignee to the same extent as if the Assignee had been
the original "Buyer" thereunder. The Assignee further agrees, expressly for the
benefit of the Manufacturer, that at any time and from time to time upon the
written request of the Manufacturer, the Assignee shall promptly and duly
execute and deliver any and all such further assurances, instruments and
documents and take all such further action as the Manufacturer may reasonably
request in order to obtain the full benefits of the Assignee's agreements set
forth in this paragraph.

      The Assignee hereby confirms that it shall be deemed for all purposes to
have read and be familiar with the Purchase Agreement and to thoroughly
understand the terms and conditions thereof.

      Section 4. ADDITIONAL ASSURANCES. The Assignor agrees that at any time and
from time to time upon the written request of the Assignee, the Assignor will
promptly and duly execute and deliver any and all such further instruments and
documents and take such further action as the Assignee may reasonably request in
order to obtain the full benefits of this Restated Assignment and of the rights
and powers herein granted.

      Section 5. FULL FORCE AND EFFECT OF PURCHASE AGREEMENT. The Assignor does
hereby represent and warrant (a) that the Purchase Agreement is in full force
and effect and is a legal, valid and binding obligation of the Assignor,
enforceable in accordance with its terms and that the Assignor is not in default
thereunder; and (b) that the Assignor has not assigned, mortgaged, charged or
pledged, and hereby covenants that it will not assign, mortgage, charge or
pledge, so long as this Restated Assignment shall remain in effect, the whole or
any part of the rights hereby assigned or any of its rights with respect to the
Aircraft under the Purchase Agreement not assigned hereby, to anyone other than
the Assignee.

      Section 6. AMENDMENTS TO PURCHASE AGREEMENT. The Assignee agrees that, so
long as the Lease has not been terminated and the Assignor remains in
possession, it will not enter into any agreement with the Manufacturer that
would amend, modify, rescind, cancel or terminate the Purchase Agreement in
respect of the Aircraft without the prior written consent of the Assignor.

      Section 7. CONFIDENTIALITY. The Assignee agrees that it will not disclose
to any third party (other than their direct and indirect parent companies) the

<PAGE>

terms of the Purchase Agreement (whether or not related to the Aircraft) or this
Restated Assignment, except (a) as required by applicable law, judicial
proceeding or governmental regulation, or (b) as required for the assignment of
its rights under this Restated Assignment in accordance with the provisions of
Article 16 of the Purchase Agreement, (c) with the prior written consent of the
Assignor and the Manufacturer, which consent shall not be unreasonably withheld
with respect to a prospective bona fide purchaser of the Aircraft, (d) to
prospective and permitted transferees of Owner Participant's interest or their
or Owner Participant's respective counsel or special counsel, independent
insurance brokers, auditors, or other agents, (e) as otherwise permitted by the
Operative Agreements (as defined in Annex A to the Lease), or (f) to such other
Persons as are reasonably deemed necessary by the disclosing party for the
purposes of enforcing such documents by such party; provided that any such
disclosure under this sentence shall be made only to the extent necessary to
meet the specific requirements or needs of the Assignee. Any disclosure as
contemplated in (b), (c) or (d) above shall include a requirement that the
entity to which the information is disclosed shall be subject to obligations of
nondisclosure with respect to such information substantially the same as those
contained herein.

      Section 8. ASSIGNMENT TO MORTGAGEE. The right, title and interest of the
Assignee in and to this Restated Assignment has, contemporaneously with the
execution and delivery hereof, been assigned to and is subject to a security
interest in favor of the Mortgagee (as such terms and the other capitalized
terms used hereinafter in this sentence are defined in Appendix A to the Lease)
under the Trust Indenture, for the benefit of the Loan Participants and the Note
Holders referred to the Trust Indenture, all to the extent provided in such
Trust Indenture. The Assignor hereby consents to such assignment and to the
creation of such security interest in and to this Restated Assignment.

      Section 9. NOTICES. Any notices provided for herein shall be delivered to
the Assignee at the following address or such other place as the Assignee may
designate:

                  Wells Fargo Bank Northwest,
                  National Association
                  MAC: U1228-120
                  Attn:  Corporate Trust Dept.
                  299 S. Main Street, 12th Floor
                  Salt Lake City, UT 84111
                  Facsimile:  801-246-5053

      Section 10.  HEADINGS.  The headings of the Sections herein are for
convenience of reference only and shall not define or limit any of the terms
or provisions hereof.

      Section 11. GOVERNING LAW. THIS RESTATED ASSIGNMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAWS RULES OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.


<PAGE>

      Section 12. 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 when so executed shall be deemed to be an original, and all of
which counterparts, taken together, shall constitute one and the same
instrument.

      Section 13. PURCHASE AGREEMENT. The rights and obligations of the parties
hereto are subject to the terms and conditions of the Purchase Agreement.



             [Remainder of the Page is Intentionally Left Blank.]


<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Restated
Assignment to be duly executed as of the day and year first written above.


                                          WELLS FARGO BANK
                                            NORTHWEST, NATIONAL
                                            ASSOCIATION, not in its
                                            individual capacity but solely as
                                            Owner Trustee, as Assignee


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


                                          EXPRESSJET AIRLINES, INC.


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

<PAGE>

Annex 1 to Amended
and Restated Purchase
Agreement Assignment [TN]

                           CONSENT AND AGREEMENT [TN]

      The undersigned, EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA S.A., a
corporation organized and existing under the laws of Brazil, hereby acknowledges
notice of and consents to all of the terms of the foregoing Amended and Restated
Purchase Agreement Assignment [TN], dated as of December __, 2003, by and among
WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity
but solely as Owner Trustee, and EXPRESSJET AIRLINES, INC., to the extent they
relate to the Manufacturer (herein called the "Assignment", the defined terms
therein being hereinafter used with the same meaning) and hereby confirms to the
Assignee that: (i) all representations, warranties, indemnities and agreements
of the Manufacturer under the Purchase Agreement with respect to the Aircraft
shall inure to the benefit of the Assignee to the same extent as if originally
named the "Buyer" therein, subject to the terms and conditions of the Assignment
and the Purchase Agreement; (ii) the Assignee shall not be liable for any of the
obligations or duties of the Assignor under the Purchase Agreement, nor shall
the Assignment give rise to any duties or obligations whatsoever on the part of
the Assignee owing to the Manufacturer except for the Assignee's agreement to
the effect that in exercising any rights under the Purchase Agreement, or in
making any claim with respect to the Aircraft or other things (including without
limitation data, documents and services) delivered or to be delivered pursuant
to the Purchase Agreement, the terms and conditions of the Purchase Agreement
shall apply to and be binding upon the Assignee to the same extent as if the
Assignee had been the original "Buyer" thereunder, and with respect to such
agreement the Manufacturer agrees that, anything contained in the Purchase
Agreement or the Assignment to the contrary notwithstanding, so long as the
Manufacturer shall not have received notice that a Lease Event of Default has
occurred and is continuing, the Assignee shall not have any responsibility to
the Manufacturer for failure to comply with any of the terms of the Purchase
Agreement with respect to the Aircraft while under lease to Continental so long
as the Assignee acts upon the written instructions of the Assignor (or, if
Continental shall have specified in a written notice to the Assignee and the
Manufacturer that Continental is entitled to possession of the Aircraft,
Continental) (to which instructions the Manufacturer understands it shall have
access on request); PROVIDED that no person other than the Manufacturer shall
have any rights against the Assignee with respect to the undertaking and
agreement set forth in this clause (ii); (iii) the Manufacturer will continue to
pay to the Assignor (or, if Continental shall have specified in a written notice
to the Assignee and the Manufacturer that Continental is entitled to possession
of the Aircraft, Continental) all payments which the Manufacturer may be
required to make in respect of the Aircraft under the Purchase Agreement unless
and until the Manufacturer shall have received written notice addressed to its
Contracts Administrator, by mail to EMBRAER-Empresa Brasileira de Aeronautica
S.A., Av. Brigadeiro Faria Lima, 2170, 12.227-901 Sao Jose dos Campos-SP,
Brazil, or by fax to fax no: 55 12-3927-1257, that a Lease Event of Default has
occurred and is continuing (which such notice from the Assignee shall be

<PAGE>

conclusive proof thereof to the Manufacturer and as to which the Manufacturer
shall have no obligation to inquire), whereupon the Manufacturer will, until the
Manufacturer shall have received notice in writing sent or addressed as
aforesaid that a Lease Event of Default exists, make any and all payments and
take any and all actions which it may be required thereafter to make or take in
respect of the Aircraft under the Purchase Agreement and the right to receive
which has been assigned under the Assignment directly to the Assignee at its
address at MAC: U1228-120, 299 S. Main Street, 12th Floor, Salt Lake City, Utah
84111 , telecopy no. 801-246-5053; (iv) from and after the delivery of the
Aircraft on the Delivery Date, the Manufacturer will not assert any lien or
claim against the Aircraft or any part thereof arising with respect to or in
connection with any work or other services performed before the delivery and
acceptance of the Aircraft; and (v) the Manufacturer consents to the grant of a
security interest in the Purchase Agreement pursuant to the Trust Indenture (as
defined in Appendix A to the Lease).

      The Manufacturer hereby represents and warrants that (A) the Manufacturer
is a corporation duly organized and existing in good standing under the laws of
Brazil, (B) the making and performance of the Purchase Agreement have been duly
authorized by all necessary corporate action on the part of the Manufacturer, do
not require any stockholder approval, do not contravene the Manufacturer's
By-Laws or any indenture, credit agreement or other contractual agreement to
which the Manufacturer is a party or by which it is bound, and the making of the
Purchase Agreement does not contravene any law binding on the Manufacturer, (C)
the making and performance of this Consent and Agreement have been duly
authorized by all necessary corporate action on the part of the Manufacturer, do
not require any stockholder approval and do not contravene any law binding on
the Manufacturer or contravene the Manufacturer's By-laws or any indenture,
credit agreement or other contractual agreement to which the Manufacturer is a
party or by which it is bound, (D) the Purchase Agreement constituted as of the
date thereof and at all times thereafter to and including the date of this
Consent and Agreement constitutes a binding obligation of the Manufacturer
enforceable against the Manufacturer in accordance with its terms subject to:
(i) the limitations of applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally) and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and (E) this Consent and
Agreement is a binding obligation of the Manufacturer enforceable against the
Manufacturer in accordance with its terms subject to: (a) the limitations of
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally; and (b) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law). It is understood that the execution by the Manufacturer of
this Consent and Agreement is subject to the condition that concurrently with
execution and delivery hereof the Aircraft will be leased to Continental under
the Lease Agreement.

       [The remainder of this page has been left blank intentionally.]



<PAGE>

      This Consent and Agreement shall be governed by the laws of the State of
New York, including all matters of construction, validity and performance, as
applicable to contracts between citizens of the state to be performed wholly
within that state, and without regard to conflicts of law rules other than
Section 5-1401 of the New York General Obligations Law.

      Dated as of December ___, 2003.

                                    EMBRAER-EMPRESA BRASILEIRA
                                    DE AERONAUTICA S.A.



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



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


<PAGE>

                                 EXHIBIT D-2 to
                             NOTE PURCHASE AGREEMENT
                             -----------------------


                                     FORM OF
                              AMENDED AND RESTATED
                   PURCHASE AGREEMENT ASSIGNMENT NO. 2 - [TN]

      AMENDED AND RESTATED PURCHASE AGREEMENT ASSIGNMENT NO. 2 - [TN], dated
as of [INSERT CLOSING DATE] (this "Restated Assignment"), between [PM
LIMITED] [AERO LTD.], a Cayman Islands company (the "Assignor" or ["PM
Limited"] ["Aero Ltd."]), WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
not in its individual capacity but solely as Owner Trustee (the "Assignee"),
and EXPRESSJET AIRLINES, INC., a Delaware corporation ("Express"), which
amends and restates in its entirety the Original PAA No. 2 (as hereinafter
defined).

                                    RECITALS

      WHEREAS, Express and EMBRAER-Empresa Brasileira de Aeronautica S.A., a
corporation organized under the laws of Brazil ("Embraer"), have entered into
the Purchase Agreement, pursuant to which, among other things, Embraer has
agreed to manufacture and sell to Express, and Express has agreed to purchase
from Embraer, certain aircraft, including the Aircraft (as defined in the
Purchase Agreement Assignment No. 1 described below);

      WHEREAS, pursuant to a Purchase Agreement Assignment No. 1 - [TN], dated
as of __________, ___ ("PAA No. 1"), between Express and [PM Limited] [Aero
Ltd.], Express has, among other things, heretofore assigned to [PM Limited]
[Aero Ltd.], with the consent of the Manufacturer, certain of its right, title
and interest in, to and under the Purchase Agreement including, without
limitation, the right to purchase the Aircraft from Embraer upon and subject to
the terms and conditions set forth in the Purchase Agreement and PAA No. 1;

      WHEREAS, [PM Limited] [Aero Ltd.] has heretofore purchased the Aircraft
from Embraer and, concurrently therewith, has heretofore sold the Aircraft to
Wells Fargo Bank Northwest, National Association, acting not in its individual
capacity but solely as Owner Trustee under the Trust Agreement [TN], dated as of
_____, __, 2003 (the "Original Trust Agreement"), between Refine, Inc., as Owner
Participant (the "Owner Participant"), and Wells Fargo Bank Northwest, National
Association ("Wells Fargo"), as amended and restated in its entirety by that
certain Amended and Restated Trust Agreement [TN], dated as of the date hereof,
between the Owner Participant and Wells Fargo (the Original Trust Agreement, as
so amended and restated, the "Amended and Restated Trust Agreement");

      WHEREAS, in connection with the sale of the Aircraft by [PM Limited] [Aero
Ltd.] to the Owner Trustee and with the consent of the Manufacturer, [PM
Limited] [Aero Ltd.] has, pursuant to the Purchase Agreement Assignment No.
2-[TN], dated as of ___, __ (the "PAA No. 2"), between [PM Limited] [Aero Ltd.]

<PAGE>

and the Owner Trustee, heretofore transferred to the Owner Trustee all of [PM
Limited's] [Aero Ltd.'s] present and future rights, title, obligations and
interests in, to and under the Purchase Agreement as assigned by PAA No. 1,
except for [PM Limited's] [Aero Ltd.'s] right to purchase the Aircraft from the
Manufacturer pursuant to Section 2(a) of PAA No. 1;

      WHEREAS, the Owner Trustee desires to (i) issue Equipment Notes (as
defined in Annex A to the Lease Agreement referred to herein) for the purpose of
enabling the Owner Participant to repay, in part, the indebtedness relating to
the acquisition of the Aircraft by the Owner Trustee, (ii) terminate the Lease
Agreement [TN], dated as of the date of PAA No. 1 (the "Existing Lease"),
between the Owner Trustee and Continental Airlines, Inc. ("Continental"), in
connection therewith and (iii) re-lease the Aircraft to Continental pursuant to
the Lease Agreement (as hereinafter defined); and

      WHEREAS, to facilitate the transactions described in the immediately
preceding Whereas clause, [PM Limited] [Aero Ltd.] and the Assignee desire to
amend and restate in its entirety PAA No. 2 on the terms and conditions hereof,
Express desires to agree to the terms and provisions hereof and to certain
changes to PAA No. 1, as provided herein, and the Manufacturer is willing to
execute and deliver to the Assignee a Consent and Agreement to the provisions
hereof in substantially the form attached hereto as Annex 1;

      NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants and agreements of the parties contained herein, and for other good and
valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Assignor and the Assignee hereby agree to amend and restate
PAA No.2 in its entirety upon the terms set forth herein, and the parties hereto
further agree as follows:

      Section 1. DEFINITIONS. Capitalized terms used but not defined herein
shall have the respective meanings set forth or incorporated by reference, and
shall be construed and interpreted in the manner described, in PAA No. 1.

      Section 2. TRANSFER AND ASSUMPTION. The Assignor does hereby sell, assign
and transfer to the Assignee all of the Assignor's present and future rights,
title, obligations and interest in, to and under the Purchase Agreement as
assigned by PAA No. 1, excluding the right to purchase the Aircraft from the
Manufacturer (the "Assignor's Interest") and the Assignee hereby accepts the
Assignor's Interest from the Assignor. The Assignee agrees that it shall be
bound by all the terms of, and shall assume and undertake to perform all the
obligations of, the Assignor with respect to the Assignor's Interest. For all
purposes of PAA No. 1 and this Restated Assignment, Express, the Assignor and
the Assignee hereby agree that:

            (I) the "Lease" or "Lease Agreement" referred to in PAA No. 1 shall
      be deemed to refer to the Lease Agreement [TN], dated as of the date
      hereof (as the same may be amended, modified or supplemented, the "Lease
      Agreement"), between the Owner Trustee and Continental, providing for the
      lease of the Aircraft;


<PAGE>

            (II) the Participation Agreement referred to in Paragraph 4 of PAA
      No. 1 shall be deemed to refer to the Participation Agreement defined in
      Annex A to the Existing Lease;

            (III) Continental, in lieu of Express, shall have the rights
      referred to in clause (iii)(B) of the first paragraph of Section 2 of PAA
      No. 1 after notice by Continental to the Manufacturer that Continental is
      entitled to possession of the Aircraft;

            (IV) Continental, in lieu of Express, shall be entitled to exercise
      the rights of Express under the second paragraph of Section 2 of PAA No. 1
      after notice by Continental to the Manufacturer that Continental is
      entitled to possession of the Aircraft; and

            (V) the Manufacturer shall not be deemed to have knowledge of, and
      need not recognize nor take any action with respect to, the termination of
      Express's rights under PAA No. 1 by Continental to the extent permitted
      hereunder or thereunder unless and until the Manufacturer shall have
      received from Continental, as required by the terms of this Restated
      Assignment, written notice (including notice by fax) thereof and, in
      acting in accordance with the terms and conditions of the Purchase
      Agreement and this Restated Assignment and PAA No. 1, the Manufacturer may
      act in accordance with and conclusively rely upon any such notice.

      Section 3. CONFIDENTIAL TREATMENT. The Assignee and the Assignor agree
that the provisions of Paragraph 8 of PAA No. 1 are hereby terminated and
superseded by the provisions of this Section 3 and, in furtherance thereof,
agree that they will not disclose to any third party (other than their direct
and indirect parent companies) the terms of the Purchase Agreement (whether or
not related to the Aircraft) or PAA No. 1 or this Restated Assignment, except
(a) as required by applicable law, judicial proceeding or governmental
regulation, (b) in the case of the Assignee, as required for the assignment of
its rights under this Restated Assignment in accordance with the provisions of
Article 16 of the Purchase Agreement, (c) with the prior written consent of
Express, the Assignor and the Manufacturer, which consent shall not be
unreasonably withheld with respect to a prospective bona fide purchaser of the
Aircraft, (d) to prospective and permitted transferees of Owner Participant's
interest or their or Owner Participant's respective counsel or special counsel,
independent insurance brokers, auditors, or other agents, (e) as otherwise
permitted by the Operative Agreements (as defined in Annex A to the Lease), or
(f) to such other Persons as are reasonably deemed necessary by the disclosing
party for the purposes of enforcing such documents by such party; PROVIDED that
any such disclosure under this sentence shall be made only to the extent
necessary to meet the specific requirements or needs of the Assignee or [PM
Limited] [Aero Ltd.], as the case may be. Any disclosure as contemplated in (b),
(c) or (d) above shall include a requirement that the entity to which the
information is disclosed shall be subject to obligations of nondisclosure with
respect to such information substantially the same as those contained herein.


<PAGE>

      Section 4. ASSIGNMENT TO MORTGAGEE. The right, title and interest of the
Assignee in and to this Restated Assignment has, contemporaneously with the
execution and delivery hereof, been assigned to and is subject to a security
interest in favor of the Mortgagee (as such terms and the other capitalized
terms used hereinafter in this sentence are defined in Appendix A to the Lease)
under the Trust Indenture, for the benefit of the Loan Participants and the Note
Holders referred to the Trust Indenture, all to the extent provided in such
Trust Indenture. The Assignor hereby consents to such assignment and to the
creation of such security interest in and to this Restated Assignment.

      Section 5. NOTICES. Any notices provided for in PAA No. 1 shall be
delivered to the Assignee at the following address or such other place as the
Assignee may designate in accordance with PAA No. 1:

                  Wells Fargo Bank Northwest,
                  National Association
                  MAC: U1228-120
                  Attn:  Corporate Trust Dept.
                  299 S. Main Street, 12th Floor
                  Salt Lake City, UT 84111
                  Facsimile:  801-246-5053

      Section 6. HEADINGS.  The headings of the Sections herein are for
convenience of reference only and shall not define or limit any of the terms
or provisions hereof.

      Section 7. GOVERNING LAW. THIS RESTATED ASSIGNMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, UNITED
STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAWS RULES OTHER THAN SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

      Section 8. 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 when so executed shall be deemed to be an original, and all of
which counterparts, taken together, shall constitute one and the same
instrument.

      Section 9. PURCHASE AGREEMENT. The rights and obligations of the parties
hereto are subject to the terms and conditions of the Purchase Agreement.

             [Remainder of the Page is Intentionally Left Blank.]


<PAGE>


      IN WITNESS WHEREOF, the parties hereto have caused this Restated
Assignment to be duly executed as of the day and year first written above.


                                          [PM LIMITED] [AERO LTD.], as
                                             Assignor


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


                                          WELLS FARGO BANK
                                            NORTHWEST, NATIONAL
                                            ASSOCIATION, not in its
                                            individual capacity but solely as
                                            Owner Trustee, as Assignee


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


                                          EXPRESSJET AIRLINES, INC.


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

<PAGE>

Annex 1 to Amended
and Restated Purchase
Agreement Assignment No. 2 - [TN]

                       CONSENT AND AGREEMENT NO. 2 - [TN]

      The undersigned, EMBRAER-EMPRESA BRASILEIRA DE AERONAUTICA S.A., a
corporation organized and existing under the laws of Brazil, hereby acknowledges
notice of and consents to all of the terms of the foregoing Amended and Restated
Purchase Agreement Assignment No. 2 - [TN], dated as of December __, 2003, by
and among [PM LIMITED] [AERO LTD.], WELLS FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION, not in its individual capacity but solely as Owner Trustee, and
EXPRESSJET AIRLINES, INC., to the extent they relate to the Manufacturer (herein
called the "Assignment No. 2", the defined terms therein being hereinafter used
with the same meaning) and hereby confirms to the Assignee that: (i) all
representations, warranties, indemnities and agreements of the Manufacturer
under the Purchase Agreement with respect to the Aircraft shall inure to the
benefit of the Assignee to the same extent as if originally named the "Buyer"
therein, subject to the terms and conditions of the Assignment No. 2, the
Purchase Agreement and PAA No. 1; (ii) the Assignee shall not be liable for any
of the obligations or duties of Express under the Purchase Agreement, nor shall
the Assignment No. 2 give rise to any duties or obligations whatsoever on the
part of the Assignee owing to the Manufacturer except for the Assignee's
agreement to the effect that in exercising any rights under the Purchase
Agreement, or in making any claim with respect to the Aircraft or other things
(including without limitation data, documents and services) delivered or to be
delivered pursuant to the Purchase Agreement, the terms and conditions of the
Purchase Agreement shall apply to and be binding upon the Assignee to the same
extent as if the Assignee had been the original "Buyer" thereunder, and with
respect to such agreement the Manufacturer agrees that, anything contained in
the Purchase Agreement or the Assignment No. 2 to the contrary notwithstanding,
so long as the Manufacturer shall not have received notice that a Lease Event of
Default has occurred and is continuing, the Assignee shall not have any
responsibility to the Manufacturer for failure to comply with any of the terms
of the Purchase Agreement with respect to the Aircraft while under lease to
Continental so long as the Assignee acts upon the written instructions of
Express (or, if Continental shall have specified in a written notice to the
Assignee and the Manufacturer that Continental is entitled to possession of the
Aircraft, Continental) (to which instructions the Manufacturer understands it
shall have access on request); PROVIDED that no person other than the
Manufacturer shall have any rights against the Assignee with respect to the
undertaking and agreement set forth in this clause (ii); (iii) the Manufacturer
will continue to pay to Express (or, if Continental shall have specified in a
written notice to the Assignee and the Manufacturer that Continental is entitled
to possession of the Aircraft, Continental) all payments which the Manufacturer
may be required to make in respect of the Aircraft under the Purchase Agreement
unless and until the Manufacturer shall have received written notice addressed
to its Contracts Administrator, by mail to EMBRAER-Empresa Brasileira de
Aeronautica S.A., Av. Brigadeiro Faria Lima, 2170, 12.227-901 Sao Jose dos
Campos-SP, Brazil, or by fax to fax no: 55 12-3927-1257, that a Lease Event of

<PAGE>

Default has occurred and is continuing (which such notice from the Assignee
shall be conclusive proof thereof to the Manufacturer and as to which the
Manufacturer shall have no obligation to inquire), whereupon the Manufacturer
will, until the Manufacturer shall have received notice in writing sent or
addressed as aforesaid that no Lease Event of Default exists, make any and all
payments and take any and all actions which it may be required thereafter to
make or take in respect of the Aircraft under the Purchase Agreement and the
right to receive which has been assigned under the Assignment No. 2 directly to
the Assignee at its address at MAC: U1228-120, 299 S. Main Street, 12th Floor,
Salt Lake City, Utah 84111 , telecopy no. 801-246-5053; (iv) from and after the
delivery of the Aircraft on the Delivery Date, the Manufacturer will not assert
any lien or claim against the Aircraft or any part thereof arising with respect
to or in connection with any work or other services performed before the
delivery and acceptance of the Aircraft; and (v) the Manufacturer consents to
the grant of a security interest in the Purchase Agreement pursuant to the Trust
Indenture (as defined in Appendix A to the Lease).

      The Manufacturer hereby represents and warrants that (A) the Manufacturer
is a corporation duly organized and existing in good standing under the laws of
Brazil, (B) the making and performance of the Purchase Agreement have been duly
authorized by all necessary corporate action on the part of the Manufacturer, do
not require any stockholder approval, do not contravene the Manufacturer's
By-Laws or any indenture, credit agreement or other contractual agreement to
which the Manufacturer is a party or by which it is bound, and the making of the
Purchase Agreement does not contravene any law binding on the Manufacturer, (C)
the making and performance of this Consent and Agreement have been duly
authorized by all necessary corporate action on the part of the Manufacturer, do
not require any stockholder approval and do not contravene any law binding on
the Manufacturer or contravene the Manufacturer's By-laws or any indenture,
credit agreement or other contractual agreement to which the Manufacturer is a
party or by which it is bound, (D) the Purchase Agreement constituted as of the
date thereof and at all times thereafter to and including the date of this
Consent and Agreement constitutes a binding obligation of the Manufacturer
enforceable against the Manufacturer in accordance with its terms subject to:
(i) the limitations of applicable bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the rights of creditors generally) and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law), and (E) this Consent and
Agreement is a binding obligation of the Manufacturer enforceable against the
Manufacturer in accordance with its terms subject to: (a) the limitations of
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the rights of creditors generally; and (b) general principles of
equity (regardless of whether such enforceability is considered in a proceeding
in equity or at law). It is understood that the execution by the Manufacturer of
this Consent and Agreement is subject to the condition that concurrently with
execution and delivery hereof the Aircraft will be leased to Continental under
the Lease Agreement.

       [The remainder of this page has been left blank intentionally.]



<PAGE>


      This Consent and Agreement shall be governed by the laws of the State of
New York, including all matters of construction, validity and performance, as
applicable to contracts between citizens of the state to be performed wholly
within that state, and without regard to conflicts of law rules other than
Section 5-1401 of the New York General Obligations Law.

      Dated as of December ___, 2003.

                                    EMBRAER-EMPRESA BRASILEIRA
                                    DE AERONAUTICA S.A.



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



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


<PAGE>
                                  EXHIBIT E to
                             NOTE PURCHASE AGREEMENT
                             -----------------------

                             FORM OF TRUST AGREEMENT

                               (Filed Separately)


<PAGE>
                                  EXHIBIT F to
                            NOTE PURCHASE AGREEMENT
                            -----------------------

                                 DELIVERY NOTICE


                                Dated as of [ID]



To each of the addressees listed
      in Schedule A hereto

            RE:   DELIVERY NOTICE IN ACCORDANCE WITH NOTE PURCHASE AGREEMENT
                  REFERRED TO BELOW

Ladies and Gentlemen:

      Reference is made to the Note Purchase Agreement, dated as of December 10,
2003, among Continental Airlines, Inc. (the "COMPANY"), Wilmington Trust
Company, as Pass Through Trustee under the Pass Through Trust Agreement (as
defined therein) (the "PASS THROUGH TRUSTEE"), Wilmington Trust Company, as
Subordination Agent (the "SUBORDINATION AGENT"), Wells Fargo Bank Northwest,
National Association, as Escrow Agent (the "ESCROW AGENT") and Wilmington Trust
Company, as Paying Agent (the "PAYING AGENT") (as in effect from time to time,
the "NOTE PURCHASE AGREEMENT"). Unless otherwise defined herein, capitalized
terms used herein shall have the meanings set forth in the Note Purchase
Agreement or, to the extent not defined therein, the Intercreditor Agreement.

      Pursuant to Section 1(b) of the Note Purchase Agreement, the undersigned
hereby notifies you, in respect of the Embraer Model EMB-145 XR aircraft with
manufacturer's serial number [MSN] (the "AIRCRAFT"), of the following:

(1)   The Scheduled Closing Date of the Aircraft is [_________]; and

(2)   The principal amount of the Equipment Notes to be issued, and purchased by
      the Pass Through Trustee on such Scheduled Closing Date, in connection
      with the financing of such Aircraft is $[_______].


      The Company hereby instructs the Pass Through Trustee to (i) execute a
Withdrawal Certificate in the form of Annex A hereto dated as of [__________]

<PAGE>

and attach thereto a Notice of Purchase Withdrawal dated such date completed as
set forth on Exhibit A hereto and (ii) deliver such Withdrawal Certificate and
Notice of Purchase Withdrawal to the Escrow Agent.1

      The Company hereby instructs the Pass Through Trustee to (i) purchase
Equipment Notes in an amount set forth in clause (2) above with a portion of the
proceeds [of the withdrawals of Deposits referred to in the Notice of Purchase
Withdrawal referred to above]2 received on the Scheduled Closing Date from the
Underwriters]3 and (ii) re-deposit with the Depositary any amount not used on
the Scheduled Closing Date to purchase Equipment Notes.

      The Company hereby instructs the Pass Through Trustee to (a) enter into
the Participation Agreement [TN] dated as of [__________] among the Company, as
Lessee, Wilmington Trust Company, as Mortgagee and Loan Participant, Wells Fargo
Bank Northwest, National Association, as Owner Trustee and Lessor, Refine, Inc.,
as Owner Participant, and Embraer-Empresa Brasileira de Aeronautica, (b) perform
its obligations thereunder and (c) deliver such certificates, documents and
legal opinions relating to the Pass Through Trustee as required thereby.

Yours faithfully,

Continental Airlines, Inc.


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













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

1. Eliminate if the Scheduled Closing Date is the Issuance Date.

2. Eliminate if the Scheduled Closing Date is the Issuance Date.

3. Insert if the Scheduled Closing Date is the Issuance Date.

<PAGE>


                                   SCHEDULE A

Wilmington Trust Company, as
   Pass Through Trustee, Subordination
   Agent and Paying Agent
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890
Attention:  Corporate Trust Administration
Facsimile:  (302) 651-8882

Wells Fargo Bank Northwest, National Association,
 MAC:U1228-120 as Escrow Agent
299 South Main Street, 12th Floor
Salt Lake City, Utah  84111
Attention:  Corporate Trust Services
Facsimile:  (801) 246-5053

Citibank, N.A., as Depositary
111 Wall Street
14th Floor, Zone 3
New York, New York
Attention:  Barbara Bennett
Facsimile:  (212) 657-2762

Standard & Poor's Ratings Services
55 Water Street, 35th Floor
New York, New York 10004
Attention:  Michael K. Vernier
Facsimile:  (212) 438-6632

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007
Attention:  Richard Bittenbender
Facsimile:  (212) 553-3855



<PAGE>
                                                                         Annex A


                             WITHDRAWAL CERTIFICATE


                Wells Fargo Bank Northwest, National Association
                                 as Escrow Agent

Ladies and Gentlemen:

            Reference is made to the Escrow and Paying Agent Agreement, dated as
of December 10, 2003 (the "Agreement"). We hereby certify to you that the
conditions to the obligations of the undersigned to execute a Participation
Agreement pursuant to the Note Purchase Agreement have been satisfied. Pursuant
to Section 1.02(c) of the Agreement, please execute the attached Notice of
Purchase Withdrawal and immediately transmit by facsimile to the Depositary, at
(212) 657-2762, Attention: Barbara Bennett. Capitalized terms used herein but
not defined herein shall have the meanings set forth in the Agreement.



                                    Very truly yours,

                                    WILMINGTON TRUST COMPANY,
                                    not in its individual capacity but
                                    solely as Pass Through Trustee


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



Dated:  As of ____________, 200_


<PAGE>
                                                                       Exhibit A


                          NOTICE OF PURCHASE WITHDRAWAL


CITIBANK, N.A.
111 Wall Street
14th Floor, Zone 3
New York, New York  10005
Attention: Barbara Bennett
Telecopier:  212-657-2762


Ladies and Gentlemen:

            Reference is made to the Deposit Agreement dated as of December 10,
2003 (the "DEPOSIT AGREEMENT") between Wells Fargo Bank Northwest, National
Association, as Escrow Agent, and Citibank, N.A., as Depositary (the
"DEPOSITARY").

            In accordance with Section 2.3(a) of the Deposit Agreement, the
undersigned hereby requests the withdrawal of the entire amount of the Deposit,
$[_______], Account No. [____________].

            The undersigned hereby directs the Depositary to pay the proceeds of
the Deposit to [________________], Account No. [_____], Reference: [_________]
on [_________ __, 200__], upon the telephonic request of a representative of the
Pass Through Trustee.


                                          WELLS FARGO BANK NORTHWEST,
                                            NATIONAL ASSOCIATION,
                                            as Escrow Agent


                                          By
                                            ------------------------------------
                                            Name:
                                            Title:
Dated: As of _______ __, 200_