INTERCREDITOR AGREEMENT
                                   (2003-ERJ1)

                                   Dated as of

                                December 10, 2003

                                      AMONG

                            WILMINGTON TRUST COMPANY,
                         not in its individual capacity
                         but solely as Trustee under the
                Continental Airlines Pass Through Trust 2003-ERJ1


                                 CITIBANK, N.A.,
                              as Liquidity Provider

                                       AND

                            WILMINGTON TRUST COMPANY,
                      not in its individual capacity except
                        as expressly set forth herein but
                  solely as Subordination Agent and Trustee




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                          TABLE OF CONTENTS
                          -----------------

                                                               PAGE
                                                               ----

ARTICLE I  DEFINITIONS...........................................2
   SECTION 1.1  DEFINITIONS......................................2

ARTICLE II  TRUST ACCOUNTS; CONTROLLING PARTY...................15
   SECTION 2.1  AGREEMENT TO TERMS OF SUBORDINATION;
                  PAYMENTS FROM MONIES RECEIVED ONLY............15
   SECTION 2.2  TRUST ACCOUNTS..................................16
   SECTION 2.3  DEPOSITS TO THE COLLECTION ACCOUNT AND
                  SPECIAL PAYMENTS ACCOUNT......................17
   SECTION 2.4  DISTRIBUTIONS OF SPECIAL PAYMENTS...............17
   SECTION 2.5  DESIGNATED REPRESENTATIVES......................19
   SECTION 2.6  CONTROLLING PARTY...............................20

ARTICLE III  RECEIPT, DISTRIBUTION AND APPLICATION OF
                  AMOUNTS RECEIVED..............................21
   SECTION 3.1  WRITTEN NOTICE OF DISTRIBUTION..................21
   SECTION 3.2  DISTRIBUTION OF AMOUNTS ON DEPOSIT IN THE
                  COLLECTION ACCOUNT............................23
   SECTION 3.3  DISTRIBUTION OF AMOUNTS ON DEPOSIT
                  FOLLOWING A TRIGGERING EVENT..................24
   SECTION 3.4  OTHER PAYMENTS..................................26
   SECTION 3.5  PAYMENTS TO THE TRUSTEE AND THE LIQUIDITY
                  PROVIDER......................................26
   SECTION 3.6  LIQUIDITY FACILITIES............................26

ARTICLE IV  EXERCISE OF REMEDIES................................32
   SECTION 4.1  DIRECTIONS FROM THE CONTROLLING PARTY...........32
   SECTION 4.2  REMEDIES CUMULATIVE.............................32
   SECTION 4.3  DISCONTINUANCE OF PROCEEDINGS...................33
   SECTION 4.4  RIGHT OF CERTIFICATEHOLDERS TO RECEIVE
                  PAYMENTS NOT TO BE IMPAIRED...................33
   SECTION 4.5  UNDERTAKING FOR COSTS...........................33

ARTICLE V  DUTIES OF THE SUBORDINATION AGENT;
                  AGREEMENTS OF TRUSTEES, ETC...................34
   SECTION 5.1  NOTICE OF INDENTURE DEFAULT OR TRIGGERING
                  EVENT.........................................34
   SECTION 5.2  INDEMNIFICATION.................................34
   SECTION 5.3  NO DUTIES EXCEPT AS SPECIFIED IN
                  INTERCREDITOR AGREEMENT.......................35
   SECTION 5.4  NOTICE FROM THE LIQUIDITY PROVIDER AND
                  TRUSTEE.......................................35

ARTICLE VI  THE SUBORDINATION AGENT.............................35
   SECTION 6.1  AUTHORIZATION; ACCEPTANCE OF TRUSTS AND
                  DUTIES........................................35

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                          TABLE OF CONTENTS
                          -----------------
                             (Continued)
                                                               PAGE
                                                               ----

   SECTION 6.2  ABSENCE OF DUTIES...............................36
   SECTION 6.3  NO REPRESENTATIONS OR WARRANTIES AS TO
                  DOCUMENTS.....................................36
   SECTION 6.4  NO SEGREGATION OF MONIES; NO INTEREST...........36
   SECTION 6.5  RELIANCE; AGENTS; ADVICE OF COUNSEL.............36
   SECTION 6.6  CAPACITY IN WHICH ACTING........................37
   SECTION 6.7  COMPENSATION....................................37
   SECTION 6.8  MAY BECOME CERTIFICATEHOLDER....................37
   SECTION 6.9  SUBORDINATION AGENT REQUIRED; ELIGIBILITY.......37
   SECTION 6.10  MONEY TO BE HELD IN TRUST......................37

ARTICLE VII  INDEMNIFICATION OF SUBORDINATION AGENT.............38
   SECTION 7.1  SCOPE OF INDEMNIFICATION........................38

ARTICLE VIII  SUCCESSOR SUBORDINATION AGENT.....................38
   SECTION 8.1  REPLACEMENT OF SUBORDINATION AGENT;
                  APPOINTMENT OF SUCCESSOR......................38

ARTICLE IX  SUPPLEMENTS AND AMENDMENTS..........................39
   SECTION 9.1  AMENDMENTS, WAIVERS, ETC........................39
   SECTION 9.2  SUBORDINATION AGENT PROTECTED...................40
   SECTION 9.3  EFFECT OF SUPPLEMENTAL AGREEMENTS...............40
   SECTION 9.4  NOTICE TO RATING AGENCY.........................40

ARTICLE X  MISCELLANEOUS........................................40
   SECTION 10.1  TERMINATION OF INTERCREDITOR AGREEMENT.........40
   SECTION 10.2  INTERCREDITOR AGREEMENT FOR BENEFIT OF
                  TRUSTEES, LIQUIDITY PROVIDERS AND
                  SUBORDINATION AGENT...........................41
   SECTION 10.3  NOTICES........................................41
   SECTION 10.4  SEVERABILITY...................................42
   SECTION 10.5  NO ORAL MODIFICATIONS OR CONTINUING WAIVERS....42
   SECTION 10.6  SUCCESSORS AND ASSIGNS.........................42
   SECTION 10.7  HEADINGS.......................................43
   SECTION 10.8  COUNTERPART FORM...............................43
   SECTION 10.9  SUBORDINATION..................................43
   SECTION 10.10  GOVERNING LAW.................................44
   SECTION 10.11  SUBMISSION TO JURISDICTION; WAIVER OF
                  JURY TRIAL; WAIVER OF IMMUNITY................44

<PAGE>
                       INTERCREDITOR AGREEMENT (2003-ERJ1)

            INTERCREDITOR AGREEMENT (2003-ERJ1) dated as of December 10, 2003
(this "AGREEMENT"), among WILMINGTON TRUST COMPANY, a Delaware corporation
("WTC"), not in its individual capacity but solely as Trustee of the Trust (as
defined below), CITIBANK, N.A., a national banking association ("Citibank"), as
Liquidity Provider, and WILMINGTON TRUST COMPANY, not in its individual capacity
except as expressly set forth herein, but solely as Subordination Agent and
trustee hereunder (in such capacity, together with any successor appointed
pursuant to Article VIII hereof, the "SUBORDINATION AGENT").

            WHEREAS, all capitalized terms used herein shall have the respective
meanings referred to in Article I hereof;

            WHEREAS, pursuant to each Indenture, the related Owner Trustee
proposes to issue on a non-recourse basis one series of Equipment Notes to
finance the debt portion of the purchase price of the Aircraft referred to in
such Indenture which will be leased to Continental pursuant to the related
Lease;

            WHEREAS, pursuant to the Financing Agreements, the Trust will
acquire the Equipment Notes;

            WHEREAS, pursuant to the Trust Agreement, the Trust proposes to
issue Certificates bearing the interest rate and having the final distribution
date described in the Trust Agreement on the terms and subject to the conditions
set forth therein;

            WHEREAS, pursuant to the Underwriting Agreement, the Underwriters
propose to purchase Certificates issued by the Trust in the aggregate face
amount set forth on Schedule I thereto on the terms and subject to the
conditions set forth therein;

            WHEREAS, the Liquidity Provider proposes to enter into a revolving
credit agreement (the "LIQUIDITY FACILITY") with the Subordination Agent, as
agent for the Trustee, for the benefit of the Certificateholders; and

            WHEREAS, it is a condition precedent to the obligations of the
Underwriters under the Underwriting Agreement that the Subordination Agent, the
Trustee and the Liquidity Provider agree to the terms of subordination set forth
in this Agreement in respect of the Certificates, and the Subordination Agent,
the Trustee and the Liquidity Provider, by entering into this Agreement, hereby
acknowledge and agree to such terms of subordination and the other provisions of
this Agreement.

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


<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

            SECTION 1.1 DEFINITIONS. For all purposes of this Agreement, except
as otherwise expressly provided or unless the context otherwise requires:

            (1) the terms used herein that are defined in this Article have the
      meanings assigned to them in this Article, and include the plural as well
      as the singular;

            (2) all references in this Agreement to designated "Articles",
      "Sections" and other subdivisions are to the designated Articles, Sections
      and other subdivisions of this Agreement;

            (3) the words "herein", "hereof" and "hereunder" and other words of
      similar import refer to this Agreement as a whole and not to any
      particular Article, Section or other subdivision; and

            (4) the term "including" shall mean "including without limitation".

            "ACCELERATION" means, with respect to the amounts payable in respect
      of the Equipment Notes issued under any Indenture, such amounts becoming
      immediately due and payable by declaration or otherwise. "ACCELERATE",
      "ACCELERATED" and "ACCELERATING" have meanings correlative to the
      foregoing.

            "ADVANCE" means any Advances as defined in the Liquidity Facility.

            "AFFILIATE" means, with respect to any Person, any other Person
      directly or indirectly controlling, controlled by or under common control
      with such Person. For the 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 the terms "controlling"
      and "controlled" have meanings correlative to the foregoing.

            "AGREEMENT" has the meaning assigned to such term in the first
      paragraph of this Agreement.

            "AIRCRAFT" means, with respect to each Indenture, the "Aircraft"
      referred to therein.

            "APPRAISAL" means a fair market value appraisal (which may be a
      "desktop" appraisal) performed by any Appraiser or any other nationally
      recognized appraiser on the basis of an arm's-length transaction between
      an informed and willing purchaser under no compulsion to buy and an
      informed and willing seller under no compulsion to sell and both having
      knowledge of all relevant facts.

            "APPRAISERS" means Aviation Specialist Group, AvSolutions and BK
      Associates.


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            "AVAILABLE AMOUNT" means, on any drawing date, subject to the
      proviso contained in the first sentence of Section 3.6(g) hereof, an
      amount equal to (a) the Stated Amount of the Liquidity Facility at such
      time, LESS (b) the aggregate amount of each Interest Drawing honored by
      the Liquidity Provider under the Liquidity Facility on or prior to such
      date which has not been reimbursed or reinstated as of such date; PROVIDED
      that, following a Downgrade Drawing, a Non-Extension Drawing or a Final
      Drawing under the Liquidity Facility, the Available Amount of the
      Liquidity Facility shall be zero.

            "BASIC AGREEMENT" means the Pass Through Trust Agreement dated as of
      September 25, 1997 between Continental and WTC, not in its individual
      capacity, except as otherwise expressly provided therein, but solely as
      trustee.

            "BUSINESS DAY" means any day other than a Saturday or Sunday or a
      day on which commercial banks are required or authorized to close in
      Houston, Texas, New York, New York, or, so long as any Certificate is
      outstanding, the city and state in which the Trustee, the Subordination
      Agent or any Loan Trustee maintains its Corporate Trust Office or receives
      and disburses funds, and that, solely with respect to draws under the
      Liquidity Facility, also is a "Business Day" as defined in the Liquidity
      Facility.

            "CASH COLLATERAL ACCOUNT" means an Eligible Deposit Account in the
      name of the Subordination Agent maintained at an Eligible Institution,
      which shall be the Subordination Agent if it shall so qualify, into which
      all amounts drawn under the Liquidity Facility pursuant to Section 3.6(c),
      3.6(d) or 3.6(i) shall be deposited.

            "CERTIFICATES" means the certificates issued by the Trust,
      substantially in the form of Exhibit A to the Trust Agreement, and
      authenticated by the Trustee, representing fractional undivided interests
      in the Trust, and any certificates issued in exchange therefor or
      replacement thereof pursuant to the terms of the Trust Agreement.

            "CERTIFICATEHOLDER" means, at any time, any holder of one or more
      Certificates.

            "CLOSING DATE" means December 10, 2003.

            "CODE" means the Internal Revenue Code of 1986, as amended from time
      to time, and the Treasury Regulations promulgated thereunder.

            "COLLECTION ACCOUNT" means the Eligible Deposit Account established
      by the Subordination Agent pursuant to Section 2.2 which the Subordination
      Agent shall make deposits in and withdrawals from in accordance with this
      Agreement.

            "CONSENT PERIOD" has the meaning specified in Section 3.6(d).

            "CONTINENTAL" means Continental Airlines, Inc., a Delaware
      corporation, and its successors and assigns.

            "CONTINENTAL BANKRUPTCY EVENT" means the occurrence and continuation
      of any of the following:


<PAGE>

                  (a) Continental shall consent to the appointment of or the
            taking of possession by a receiver, trustee or liquidator of itself
            or of a substantial part of its property, or Continental shall admit
            in writing its inability to pay its debts generally as they come
            due, or does not pay its debts generally as they become due or shall
            make a general assignment for the benefit of creditors, or
            Continental shall file a voluntary petition in bankruptcy or a
            voluntary petition or an answer seeking reorganization, liquidation
            or other relief in a case under any bankruptcy laws or other
            insolvency laws (as in effect at such time) or an answer admitting
            the material allegations of a petition filed against Continental in
            any such case, or Continental shall seek relief by voluntary
            petition, answer or consent, under the provisions of any other
            bankruptcy or other similar law providing for the reorganization or
            winding-up of corporations (as in effect at such time) or
            Continental shall seek an agreement, composition, extension or
            adjustment with its creditors under such laws, or Continental's
            board of directors shall adopt a resolution authorizing corporate
            action in furtherance of any of the foregoing; or

                  (b) an order, judgment or decree shall be entered by any court
            of competent jurisdiction appointing, without the consent of
            Continental, a receiver, trustee or liquidator of Continental or of
            any substantial part of its property, or any substantial part of the
            property of Continental shall be sequestered, or granting any other
            relief in respect of Continental as a debtor under any bankruptcy
            laws or other insolvency laws (as in effect at such time), and any
            such order, judgment or decree of appointment or sequestration shall
            remain in force undismissed, unstayed and unvacated for a period of
            60 days after the date of entry thereof; or

                  (c) a petition against Continental in a case under any
            bankruptcy laws or other insolvency laws (as in effect at such time)
            is filed and not withdrawn or dismissed within 60 days thereafter,
            or if, under the provisions of any law providing for reorganization
            or winding-up of corporations which may apply to Continental, any
            court of competent jurisdiction assumes jurisdiction, custody or
            control of Continental or of any substantial part of its property
            and such jurisdiction, custody or control remains in force
            unrelinquished, unstayed and unterminated for a period of 60 days.

            "CONTINENTAL PROVISIONS" has the meaning specified in Section
      9.1(a).

            "CONTROLLING PARTY" means the Person entitled to act as such
      pursuant to the terms of Section 2.6.

            "CORPORATE TRUST OFFICE" means, with respect to the Trustee, the
      Subordination Agent or any Loan Trustee, the office of such Person in the
      city at which, at any particular time, its corporate trust business shall
      be principally administered.

            "CURRENT DISTRIBUTION DATE" means a Distribution Date specified as a
      reference date for calculating the Expected Distributions or the
      Triggering Event Distributions with respect to the Certificates as of such
      Distribution Date.


<PAGE>

            "DELIVERY PERIOD EXPIRY DATE" means the earlier of (a) January 31,
      2004 (PROVIDED that, if a labor strike occurs or continues at Embraer
      after the Closing Date on or prior to such date referred to in this clause
      (a), such date shall be extended by adding thereto the number of days that
      such strike continued in effect after the Closing Date) and (b) the date
      on which Equipment Notes with respect to all Aircraft (or Substitute
      Aircraft in lieu thereof) have been purchased by the Trustee in accordance
      with the Note Purchase Agreement.

            "DEPOSIT AGREEMENT" shall mean the Deposit Agreement dated as of the
date hereof between the Escrow Agent and the Depositary, as the same may be
amended, modified or supplemented from time to time in accordance with the terms
thereof.

            "DEPOSITARY" means Citibank, N.A., as depositary under each Deposit
     Agreement.

            "DEPOSITS" has the meaning set forth in the Deposit Agreement.

            "DESIGNATED REPRESENTATIVES" means the Subordination Agent
      Representatives, the Trustee Representatives and the LP Representatives
      identified under Section 2.5.

            "DISTRIBUTION DATE" means a Regular Distribution Date or a Special
      Distribution Date.

            "DOLLARS" or "$" means United States dollars.

            "DOWNGRADE DRAWING" has the meaning assigned to such term in Section
      3.6(c).

            "DOWNGRADE EVENT" has the meaning assigned to such term in the
      Liquidity Facility.

            "DOWNGRADED FACILITY" has the meaning assigned to such term in
      Section 3.6(c).

            "DRAWING" means an Interest Drawing, a Final Drawing, a
      Non-Extension Drawing or a Downgrade Drawing, as the case may be.

            "ELIGIBLE DEPOSIT ACCOUNT" means either (a) a segregated account
      with an Eligible Institution or (b) a segregated trust account with the
      corporate trust department of 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), having
      corporate trust powers and acting as trustee for funds deposited in such
      account, so long as any of the securities of such depository institution
      has a long-term unsecured debt rating from each Rating Agency of at least
      A-3 or its equivalent. An Eligible Deposit Account may be maintained with
      the Liquidity Provider so long as the Liquidity Provider is an Eligible
      Institution; PROVIDED that the Liquidity Provider shall have waived all
      rights of set-off and counterclaim with respect to such account.


<PAGE>

            "ELIGIBLE INSTITUTION" means (a) the corporate trust department of
      the Subordination Agent or the Trustee, as applicable, 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 or
      issuer credit rating, as the case may be, from each Rating Agency of at
      least A-3 or its equivalent.

            "ELIGIBLE INVESTMENTS" means (a) investments in obligations of, or
      guaranteed by, the United States Government having maturities no later
      than 90 days following the date of such investment, (b) investments in
      open market commercial paper of any corporation incorporated under the
      laws of the United States of America or any state thereof with a
      short-term unsecured debt rating issued by Moody's and Standard & Poor's
      of at least P-1 and A-1, respectively, having maturities no later than 90
      days following the date of such investment or (c) investments in
      negotiable certificates of deposit, time deposits, banker's acceptances,
      commercial paper or other direct obligations of, or obligations guaranteed
      by, commercial banks organized under the laws of the United States or of
      any political subdivision thereof (or any U.S. branch of a foreign bank)
      with issuer ratings of at least B/C by Thomson Bankwatch, having
      maturities no later than 90 days following the date of such investment;
      PROVIDED, HOWEVER, that (x) all Eligible Investments that are bank
      obligations shall be denominated in U.S. dollars; and (y) the aggregate
      amount of Eligible Investments at any one time that are bank obligations
      issued by any one bank shall not be in excess of 5% of such bank's capital
      surplus; PROVIDED FURTHER that any investment of the types described in
      clauses (a), (b) and (c) above may be made through a repurchase agreement
      in commercially reasonable form with a bank or other financial institution
      qualifying as an Eligible Institution so long as such investment is held
      by a third party custodian also qualifying as an Eligible Institution;
      PROVIDED FURTHER, HOWEVER, that in the case of any Eligible Investment
      issued by a domestic branch of a foreign bank, the income from such
      investment shall be from sources within the United States for purposes of
      the Code. Notwithstanding the foregoing, no investment of the types
      described in clause (b) above which is issued or guaranteed by Continental
      or any of its Affiliates, and no investment in the obligations of any one
      bank in excess of $10,000,000 shall be an Eligible Investment, unless
      written confirmation shall have been received from each Rating Agency that
      the making of such investment will not result in a withdrawal or
      downgrading of the ratings of the Certificates.

            "EMBRAER" means Embraer-Empresa Brasileira de Aeronautica S.A., a
      company organized under the laws of Brazil, and its successors and
      assigns.

            "EQUIPMENT NOTES" means the 7.875% Equipment Notes issued pursuant
      to any Indenture by the related Owner Trustee and authenticated by the
      Loan Trustee thereunder, and any such Equipment Notes issued in exchange
      therefor or replacement thereof pursuant to the terms of such Indenture.

            "ESCROW AGENT" means Wells Fargo Bank Northwest, National
      Association, as escrow agent under each Escrow and Paying Agent Agreement,
      together with its successors in such capacity.


<PAGE>

            "ESCROW AND PAYING AGENT AGREEMENT" shall mean the Escrow and Paying
      Agent Agreement dated as of the date hereof among the Escrow Agent, the
      Underwriters, the Trustee and the Paying Agent, as the same may be
      amended, modified or supplemented from time to time in accordance with the
      terms thereof.

            "EXPECTED DISTRIBUTIONS" means, on any Current Distribution Date,
      the sum of (x) accrued and unpaid interest on the Certificates (excluding
      interest, if any, payable with respect to any Deposits) and (y) the
      difference between (A) the Pool Balance as of the immediately preceding
      Distribution Date (or, if the Current Distribution Date is the first
      Distribution Date, the original aggregate face amount of the
      Certificates), and (B) the Pool Balance as of the Current Distribution
      Date calculated on the basis that (i) the principal of the Equipment Notes
      has been paid when due (whether at stated maturity, upon redemption,
      prepayment, purchase, Acceleration or otherwise) and such payments have
      been distributed to the Certificateholders and (ii) the principal of any
      Equipment Notes formerly held in the Trust that have been sold pursuant to
      the terms hereof has been paid in full and such payments have been
      distributed to the Certificateholders, but without giving effect to any
      reduction in the Pool Balance as a result of any distribution attributable
      to Deposits occurring after the immediately preceding Distribution Date
      (or, if the Current Distribution Date is the first Distribution Date,
      occurring after the initial issuance of the Certificates). For purposes of
      calculating Expected Distributions, any premium paid on the Equipment
      Notes that has not been distributed to the Certificateholders (other than
      such premium or a portion thereof applied to the payment of interest on
      the Certificates or the reduction of the Pool Balance) shall be added to
      the amount of such Expected Distributions.

            "EXPIRY DATE" has the meaning set forth in the Liquidity Facility.

            "FEE LETTER" means, collectively, the Fee Letter dated the date
      hereof among Citibank, Embraer, Continental and the Subordination Agent
      with respect to the initial Liquidity Facility and any fee letter entered
      into between the Subordination Agent, Embraer, Continental and any
      Replacement Liquidity Provider in respect of the Liquidity Facility.

            "FINAL DRAWING" has the meaning assigned to such term in Section
      3.6(i).

            "FINAL LEGAL DISTRIBUTION DATE" means January 2, 2020.

            "FINANCING AGREEMENTS" means each of the Participation Agreements
      and the Note Purchase Agreement.

            "INDENTURE" means each of the Trust Indentures entered into by the
      Loan Trustee and the Owner Trustee pursuant to the Note Purchase
      Agreement, in each case as the same may be amended, supplemented or
      otherwise modified from time to time in accordance with its terms.


<PAGE>

            "INDENTURE DEFAULT" means, with respect to any Indenture, any Event
      of Default (as such term is defined in such Indenture) thereunder.

            "INTEREST DRAWING" has the meaning assigned to such term in Section
      3.6(a).

            "INTEREST PAYMENT DATE" means each date on which interest is due and
      payable under the Liquidity Facility on a Downgrade Drawing, Non-Extension
      Drawing or Final Drawing thereunder, other than any such date on which
      interest is due and payable under the Liquidity Facility only on an
      Applied Provider Advance (as such term is defined in the Liquidity
      Facility).

            "INVESTMENT EARNINGS" means investment earnings on funds on deposit
      in the Trust Accounts net of losses and investment expenses of the
      Subordination Agent in making such investments.

            "LEASE" means, with respect to each Indenture, the "Lease" referred
      to therein.

            "LENDING OFFICE" means, with respect to the Liquidity Facility of
      the initial Liquidity Provider, the lending office of the Liquidity
      Provider presently located at New York, New York, or such other lending
      office as such Liquidity Provider from time to time shall notify the
      Trustee as its lending office under such Liquidity Facility; PROVIDED that
      such Liquidity Provider shall not change its Lending Office to a Lending
      Office outside the United States of America except in accordance with any
      such Liquidity Facility.

            "LIEN" means any mortgage, pledge, lien, charge, claim, disposition
      of title, encumbrance, lease, sublease, sub-sublease or security interest
      of any kind, including, without limitation, any thereof arising under any
      conditional sales or other title retention agreement.

            "LIQUIDITY EVENT OF DEFAULT" has the meaning assigned to such term
      in the Liquidity Facility.

            "LIQUIDITY EXPENSES" means all Liquidity Obligations other than (i)
      the principal amount of any Drawings under the Liquidity Facility and (ii)
      any interest accrued on any Liquidity Obligations.

            "LIQUIDITY FACILITY" means, initially, the Revolving Credit
      Agreement, dated as of the date hereof, between the Subordination Agent,
      as agent and trustee for the Trust, and the initial Liquidity Provider,
      and, from and after the replacement of such Revolving Credit Agreement
      pursuant hereto, the Replacement Liquidity Facility therefor, if any, in
      each case as amended, supplemented or otherwise modified from time to time
      in accordance with its terms.

            "LIQUIDITY OBLIGATIONS" means all principal, interest, fees and
      other amounts owing to the Liquidity Provider under the Liquidity
      Facility, Section 9.1 of the Participation Agreements or the Fee Letter.


<PAGE>

            "LIQUIDITY PROVIDER" means Citibank, N.A., together with any
      Replacement Liquidity Provider which has issued a Replacement Liquidity
      Facility to replace the Liquidity Facility pursuant to Section 3.6(e).

            "LOAN TRUSTEE" means, with respect to any Indenture, the mortgagee
      thereunder.

            "LP INCUMBENCY CERTIFICATE" has the meaning assigned to such term in
      Section 2.5(c).

            "LP REPRESENTATIVES" has the meaning assigned to such term in
      Section 2.5(c).

            "LTV APPRAISALS" has the meaning assigned to such term in Section
      4.1(a).

            "MOODY'S" means Moody's Investors Service, Inc.

            "NON-CONTROLLING PARTY" means, at any time, the Trustee or the
      Liquidity Provider, if such person is not the Controlling Party at such
      time.

            "NON-EXTENDED FACILITY" has the meaning assigned to such term in
      Section 3.6(d).

            "NON-EXTENSION DRAWING" has the meaning assigned to such term in
      Section 3.6(d).

            "NON-PERFORMING EQUIPMENT NOTE" means an Equipment Note issued
      pursuant to an Indenture that is not a Performing Equipment Note.

            "NOTE PURCHASE AGREEMENT" means the Note Purchase Agreement dated as
      of the date hereof, among Continental, the Trustee, the Escrow Agent, the
      Subordination Agent and the Paying Agent, as amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

            "OFFICER'S CERTIFICATE" of any Person means a certification signed
      by a Responsible Officer of such Person.

            "OPERATIVE AGREEMENTS" means this Agreement, the Liquidity Facility,
      the Underwriting Agreement, the Indentures, the Trust Agreement, the
      Leases, the Financing Agreements, the Fee Letter, the Equipment Notes and
      the Certificates, together with all exhibits and schedules included with
      any of the foregoing.

            "OUTSTANDING" means, when used with respect to the Certificates, as
      of the date of determination, all Certificates theretofore authenticated
      and delivered under the Trust Agreement, except:

                  (i) Certificates theretofore canceled by the Registrar (as
            defined in the Trust Agreement) or delivered to the Trustee or such
            Registrar for cancellation;


<PAGE>

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

                  (iii) Certificates in exchange for or in lieu of which other
            Certificates have been authenticated and delivered pursuant to the
            Trust Agreement;

      PROVIDED, HOWEVER, that in determining whether the holders of the
      requisite Outstanding amount of the Certificates have given any request,
      demand, authorization, direction, notice, consent or waiver hereunder, any
      Certificates owned by Continental or any of its Affiliates shall be
      disregarded and deemed not to be Outstanding, except that, in determining
      whether the Trustee shall be protected in relying upon any such request,
      demand, authorization, direction, notice, consent or waiver, only
      Certificates that the Trustee knows to be so owned shall be so
      disregarded. Certificates so owned that have been pledged in good faith
      may be regarded as Outstanding if the pledgee establishes to the
      satisfaction of the Trustee the pledgee's right so to act with respect to
      such Certificates and that the pledgee is not Continental or any of its
      Affiliates.

            "OVERDUE SCHEDULED PAYMENT" means any Scheduled Payment which is not
      in fact received by the Subordination Agent within five days after the
      Scheduled Payment Date relating thereto.

            "OWNER PARTICIPANT" means, with respect to any Participation
      Agreement, the owner participant thereunder.

            "OWNER TRUSTEE" means, with respect to any Indenture, the Owner
      Trustee (as defined therein) not in its individual capacity but solely as
      trustee under the related owner trust agreement, together with any
      successor trustee appointed pursuant to such owner trust agreement.

            "PARTICIPATION AGREEMENT" means, with respect to each Indenture, the
      "Participation Agreement" referred to therein.

            "PAYEE" has the meaning assigned to such term in Section 2.4(e).

            "PAYING AGENT" means Wilmington Trust Company, as paying agent under
      the Escrow and Paying Agent Agreement, together with its successors in
      such capacity.

            "PERFORMING EQUIPMENT NOTE" means an Equipment Note with respect to
      which no payment default has occurred and is continuing (without giving
      effect to any Acceleration); PROVIDED that in the event of a bankruptcy
      proceeding under Title 11 of the United States Code (the "BANKRUPTCY
      CODE") in which Continental is a debtor any payment default existing
      during the 60-day period under Section 1110(a)(2)(A) of the Bankruptcy

<PAGE>

      Code (or such longer period as may apply under Section 1110(b) of the
      Bankruptcy Code or as may apply for the cure of such payment default under
      Section 1110(a)(2)(B) of the Bankruptcy Code) shall not be taken into
      consideration until the expiration of the applicable period.

            "PERFORMING NOTE DEFICIENCY" means any time that less than 65% of
      the then aggregate outstanding principal amount of all Equipment Notes are
      Performing Equipment Notes.

            "PERSON" means any individual, corporation, partnership, joint
      venture, association, limited liability company, joint-stock company,
      trust, trustee, unincorporated organization or government or any agency or
      political subdivision thereof.

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

            "PROCEEDING" means any suit in equity, action at law or other
      judicial or administrative proceeding.

            "PTC EVENT OF DEFAULT" means the failure to pay within 10 Business
      Days of the due date thereof: (i) the outstanding Pool Balance of the
      Certificates on the Final Legal Distribution Date or (ii) interest due on
      the Certificates on any Distribution Date (unless the Subordination Agent
      shall have made an Interest Drawing, or a withdrawal from the Cash
      Collateral Account, with respect thereto in an aggregate amount sufficient
      to pay such interest and shall have distributed such amount to the
      Trustee).

            "RATING AGENCIES" means, collectively, at any time, each nationally
      recognized rating agency which shall have been requested to rate the
      Certificates and which shall then be rating the Certificates. The initial
      Rating Agencies will be Moody's and Standard & Poor's.

            "RATINGS CONFIRMATION" means, with respect to any action proposed to
      be taken, a written confirmation from each of the Rating Agencies that
      such action would not result in (i) a reduction of the rating for the
      Certificates below the then current rating for the Certificates or (ii) a
      withdrawal or suspension of the rating of the Certificates.

            "REGULAR DISTRIBUTION DATES" means each January 2 and July 2,
      commencing on July 2, 2004; PROVIDED, HOWEVER, that, if any such day shall
      not be a Business Day, the related distribution shall be made on the next
      succeeding Business Day without additional interest.


<PAGE>

            "REPLACEMENT LIQUIDITY FACILITY" means an irrevocable revolving
      credit agreement (or agreements) in substantially the form of the replaced
      Liquidity Facility, including reinstatement provisions, or in such other
      form or forms (which may include a letter of credit, surety bond,
      financial insurance policy or guaranty) as shall permit the Rating
      Agencies to confirm in writing their respective ratings then in effect for
      the Certificates (before downgrading of such ratings, if any, as a result
      of the downgrading of the Liquidity Provider), in a face amount (or in an
      aggregate face amount) equal to the amount of interest payable on the
      Certificates (at the Stated Interest Rate, and without regard to expected
      future principal payments) on the three Regular Distribution Dates
      following the date of replacement of the Liquidity Facility and issued by
      a Person (or Persons) having an unsecured short-term debt rating and a
      short-term issuer credit rating, as the case may be, issued by both Rating
      Agencies which are equal to or higher than the Threshold Rating or such
      other ratings and qualifications as shall permit the Rating Agencies to
      confirm in writing their respective ratings then in effect for the
      Certificates (before the downgrading of such ratings, if any, as a result
      of the downgrading of the Liquidity Provider). Without limitation of the
      form that a Replacement Liquidity Facility otherwise may have pursuant to
      the preceding sentence, a Replacement Liquidity Facility may have a stated
      expiration date earlier than 15 days after the Final Legal Distribution
      Date of the Certificates so long as such Replacement Liquidity Facility
      provides for a Non-Extension Drawing as contemplated by Section 3.6(d)
      hereof.

            "REPLACEMENT LIQUIDITY PROVIDER" means a Person (or Persons) who
      issues a Replacement Liquidity Facility.

            "REQUIRED AMOUNT" means, with respect to the Liquidity Facility, or
      the Cash Collateral Account, for any day, the sum of the aggregate amount
      of interest, calculated at the rate per annum equal to the Stated Interest
      Rate, that would be payable on the Certificates on each of the three
      successive Regular Distribution Dates immediately following such day or,
      if such day is a Regular Distribution Date, on such day and the succeeding
      two Regular Distribution Dates, in each case calculated on the basis of
      the Pool Balance on such date and without regard to expected future
      payments of principal on the Certificates.

            "RESPONSIBLE OFFICER" means (i) with respect to the Subordination
      Agent and the Trustee, any officer in the corporate trust administration
      department of the Subordination Agent or the Trustee or any other officer
      customarily performing functions similar to those performed by the Persons
      who at the time shall be such officers, respectively, or to whom any
      corporate trust matter is referred because of his knowledge of and
      familiarity with a particular subject, and (ii) with respect to the
      Liquidity Provider, any authorized officer of the Liquidity Provider.

            "SCHEDULED PAYMENT" means, with respect to any Equipment Note, (i)
      any payment of principal or interest on such Equipment Note (other than an
      Overdue Scheduled Payment) due from the obligor thereon, which payment
      represents the installment of principal at the stated maturity of such
      installment of principal on such Equipment Note, the payment of regularly
      scheduled interest accrued on the unpaid principal amount of such

<PAGE>

      Equipment Note, or both, or (ii) any payment of interest on the
      Certificates with funds drawn under the Liquidity Facility; PROVIDED that
      any payment of principal of, premium, if any, or interest resulting from
      the redemption or purchase of any Equipment Note shall not constitute a
      Scheduled Payment.

            "SCHEDULED PAYMENT DATE" means, with respect to any Scheduled
      Payment, the date on which such Scheduled Payment is scheduled to be made.

            "SECTION 2.4(b) FRACTION" has the meaning assigned to such term in
      Section 2.4(b).

            "SPECIAL DISTRIBUTION DATE" means, with respect to any Special
      Payment, the date chosen by the Subordination Agent pursuant to Section
      2.4(a) for the distribution of such Special Payment in accordance with
      this Agreement.

            "SPECIAL PAYMENT" means any payment (other than a Scheduled Payment)
      in respect of, or any proceeds of, any Equipment Note or Trust Indenture
      Estate (as defined in each Indenture).

            "SPECIAL PAYMENTS ACCOUNT" means the Eligible Deposit Account
      created pursuant to Section 2.2 as a sub-account to the Collection
      Account.

            "STANDARD & POOR'S" means Standard & Poor's Ratings Services, a
      division of The McGraw-Hill Companies, Inc.

            "STATED AMOUNT" means the Maximum Commitment (as defined in the
      Liquidity Facility) of the Liquidity Provider.

            "STATED EXPIRATION DATE" has the meaning specified in Section
      3.6(d).

            "STATED INTEREST RATE" means 7.875% per annum.

            "SUBORDINATION AGENT" has the meaning assigned to it in the
      preliminary statements to this Agreement.

            "SUBORDINATION AGENT INCUMBENCY CERTIFICATE" has the meaning
      assigned to such term in Section 2.5(a).

            "SUBORDINATION AGENT REPRESENTATIVES" has the meaning assigned to
      such term in Section 2.5(a).

            "SUBSTITUTE AIRCRAFT" has the meaning set forth in the Note Purchase
      Agreement.

            "TAX" and "TAXES" mean any and all taxes, fees, levies, duties,
      tariffs, imposts, and other charges of any kind (together with any and all
      interest, penalties, loss, damage, liability, expense, additions to tax
      and additional amounts or costs incurred or imposed with respect thereto)
      imposed or otherwise assessed by the United States of America or by any
      state, local or foreign government (or any subdivision or agency thereof)

<PAGE>

      or other taxing authority, including, without limitation: taxes or other
      charges on or with respect to income, franchises, windfall or other
      profits, gross receipts, property, sales, use, capital stock, payroll,
      employment, social security, workers' compensation, unemployment
      compensation or net worth and similar charges; taxes or other charges in
      the nature of excise, withholding, ad valorem, stamp, transfer, value
      added, taxes on goods and services, gains taxes, license, registration and
      documentation fees, customs duties, tariffs and similar charges.

            "TERMINATION NOTICE" has the meaning assigned to such term in the
      Liquidity Facility.

            "THRESHOLD RATING" means the short-term unsecured debt rating of P-1
      by Moody's and short-term issuer credit rating of A-1 by Standard &
      Poor's.

            "TREASURY REGULATIONS" means regulations, including proposed or
      temporary regulations, promulgated under the Code. References herein to
      specific provisions of proposed or temporary regulations shall include
      analogous provisions of final Treasury Regulations or other successor
      Treasury Regulations.

            "TRIGGERING EVENT" means (x) the occurrence of an Indenture Default
      under all of the Indentures resulting in a PTC Event of Default, (y) the
      Acceleration of all of the outstanding Equipment Notes (PROVIDED that,
      with respect to the period prior to the Delivery Period Expiry Date, the
      aggregate principal balance of such Equipment Notes is in excess of
      $200,000,000) or (z) the occurrence of a Continental Bankruptcy Event.

            "TRIGGERING EVENT DISTRIBUTIONS" means, on any Current Distribution
      Date, the sum of (x) the aggregate amount of all accrued and unpaid
      interest on the Certificates (excluding interest, if any, payable with
      respect to the Deposits) and (y) the Pool Balance as of the immediately
      preceding Distribution Date (or, if the Current Distribution Date is the
      first Distribution Date, the original aggregate face amount of the
      Certificates) (less the amount of the Deposits as of such preceding
      Distribution Date (or, if the Current Distribution Date is the first
      Distribution Date is the first Distribution Date, the Closing Date) other
      than any portion of such Deposits thereafter used to acquire Equipment
      Notes pursuant to the Note Purchase Agreement). For purposes of
      calculating the Triggering Event Distributions, any premium paid on the
      Equipment Notes that has not been distributed to the Certificateholders
      (other than such premium or a portion thereof applied to the payment of
      interest on the Certificates or the reduction of the Pool Balance) shall
      be added to the amount of the Triggering Event Distributions.

            "TRUST" means the Continental Airlines Pass Through Trust 2003-ERJ1
      created and administered pursuant to the Trust Agreement.

            "TRUST ACCOUNTS" has the meaning assigned to such term in Section
      2.2(a).

            "TRUST AGREEMENT" means the Basic Agreement, as supplemented by the
      Trust Supplement No. 2003-ERJ1 thereto, dated the date hereof, governing

<PAGE>

      the creation and administration of the Pass Through Trust 2003-ERJ1 and
      the issuance of the Certificates, as the same may be amended, supplemented
      or otherwise modified from time to time in accordance with its terms.

            "TRUSTEE" means WTC, not in its individual capacity except as
      expressly set forth in the Trust Agreement, but solely as trustee under
      the Trust Agreement, together with any successor trustee appointed
      pursuant thereto.

            "TRUSTEE INCUMBENCY CERTIFICATE" has the meaning assigned to such
      term in Section 2.5(b).

            "TRUSTEE REPRESENTATIVES" has the meaning assigned to such term in
      Section 2.5(b).

            "TRUST INDENTURE ESTATE" with respect to any Indenture, has the
      meaning assigned to such term in such Indenture.

            "TRUST PROPERTY" has the meaning set forth in the Trust Agreement.

            "UNAPPLIED PROVIDER ADVANCE" has the meaning specified in the
      Liquidity Facility.

            "UNDERWRITERS" means Citigroup Global Markets Inc. and Morgan
      Stanley & Co. Incorporated.

            "UNDERWRITING AGREEMENT" means the Underwriting Agreement dated
      December 3, 2003 among the Underwriters, the Depositary, Embraer and
      Continental, relating to the purchase of the Certificates by the
      Underwriters, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with its terms.

            "WRITTEN NOTICE" means, from the Subordination Agent, the Trustee or
      the Liquidity Provider, a written instrument executed by the Designated
      Representative of such Person. An invoice delivered by the Liquidity
      Provider pursuant to Section 3.1 in accordance with its normal invoicing
      procedures shall constitute Written Notice under such Section.

            "WTC" has the meaning assigned to such term in the recital of
      parties to this Agreement.

                                   ARTICLE II

                        TRUST ACCOUNTS; CONTROLLING PARTY

            SECTION 2.1 AGREEMENT TO TERMS OF SUBORDINATION; PAYMENTS FROM
MONIES RECEIVED ONLY. (a) The Trustee hereby acknowledges and agrees to the
terms of subordination and distribution set forth in this Agreement in respect
of the Certificates and agrees to enforce such provisions and cause all payments
in respect of the Equipment Notes and the Liquidity Facility to be applied in
accordance with the terms of this Agreement. In addition, the Trustee hereby

<PAGE>

agrees to cause the Equipment Notes purchased by the Trust to be registered in
the name of the Subordination Agent or its nominee, as agent and trustee for the
Trustee, to be held in trust by the Subordination Agent solely for the purpose
of facilitating the enforcement of the subordination and other provisions of
this Agreement.

            (b)   Except as otherwise expressly provided in the next succeeding
sentence of this Section 2.1, all payments to be made by the Subordination Agent
hereunder shall be made only from amounts received by it that constitute
Scheduled Payments, Special Payments or payments under Section 9.1 of the
Participation Agreements or payments under Section 6 of the Note Purchase
Agreement, and only to the extent that the Subordination Agent shall have
received sufficient income or proceeds therefrom to enable it to make such
payments in accordance with the terms hereof. The Trustee and the Subordination
Agent hereby agree and, as provided in the Trust Agreement, each
Certificateholder, by its acceptance of a Certificate, and the Liquidity
Provider, by entering into the Liquidity Facility to which it is a party, have
agreed to look solely to such amounts to the extent available for distribution
to it as provided in this Agreement and to the relevant Deposits and that none
of the Owner Trustees, Loan Trustees, Owner Participants nor the Trustee or the
Subordination Agent is personally liable to any of them for any amounts payable
or any liability under this Agreement, the Trust Agreement, the Liquidity
Facility or such Certificate, except (in the case of the Subordination Agent) as
expressly provided herein or (in the case of the Trustee) as expressly provided
in the Trust Agreement or (in the case of the Owner Trustees and the Loan
Trustees) as expressly provided in any Operative Agreement.

            SECTION 2.2 TRUST ACCOUNTS. (a) Upon the execution of this
Agreement, the Subordination Agent shall establish and maintain in its name (i)
the Collection Account as an Eligible Deposit Account, bearing a designation
clearly indicating that the funds deposited therein are held in trust for the
benefit of the Trustee, the Certificateholders and the Liquidity Provider, and
(ii) as a sub-account in the Collection Account, the Special Payments Account as
an Eligible Deposit Account, bearing a designation clearly indicating that the
funds deposited therein are held in trust for the benefit of the Trustee, the
Certificateholders and the Liquidity Provider. The Subordination Agent shall
establish and maintain the Cash Collateral Account pursuant to and under the
circumstances set forth in Section 3.6(f) hereof. Upon such establishment and
maintenance under Section 3.6(f) hereof, the Cash Collateral Account shall,
together with the Collection Account, constitute the "TRUST ACCOUNTS" hereunder.

            (b)   Funds on deposit in the Trust Accounts shall be invested and
reinvested by the Subordination Agent in Eligible Investments selected by the
Subordination Agent if such investments are reasonably available and have
maturities no later than the earlier of (i) 90 days following the date of such
investment and (ii) the Business Day immediately preceding the Regular
Distribution Date or the date of the related distribution pursuant to Section
2.4 hereof, as the case may be, next following the date of such investment;
PROVIDED, HOWEVER, that following the making of a Downgrade Drawing or a
Non-Extension Drawing under the Liquidity Facility, the Subordination Agent
shall invest and reinvest such amounts in Eligible Investments at the direction
of Continental (or, if and to the extent so specified to the Subordination Agent
by Continental, the Liquidity Provider); PROVIDED FURTHER, HOWEVER, that upon
the occurrence and during the continuation of a Triggering Event, the

<PAGE>

Subordination Agent shall invest and reinvest such amounts in accordance with
the written instructions of the Controlling Party. Unless otherwise expressly
provided in this Agreement (including, without limitation, with respect to
Investment Earnings on amounts on deposit in the Cash Collateral Account,
Section 3.6(f) hereof), any Investment Earnings shall be deposited in the
Collection Account when received by the Subordination Agent and shall be applied
by the Subordination Agent in the same manner as the other amounts on deposit in
the Collection Account are to be applied and any losses shall be charged against
the principal amount invested, in each case net of the Subordination Agent's
reasonable fees and expenses in making such investments. The Subordination Agent
shall not be liable for any loss resulting from any investment, reinvestment or
liquidation required to be made under this Agreement other than by reason of its
willful misconduct or gross negligence. Eligible Investments and any other
investment required to be made hereunder shall be held to their maturities
except that any such investment may be sold (without regard to its maturity) by
the Subordination Agent without instructions whenever such sale is necessary to
make a distribution required under this Agreement. Uninvested funds held
hereunder shall not earn or accrue interest.

            (c)   The Subordination Agent shall possess all right, title and
interest in all funds on deposit from time to time in the Trust Accounts and in
all proceeds thereof (including all income thereon, except as otherwise
expressly provided in Section 3.4(b) with respect to Investment Earnings). The
Trust Accounts shall be held in trust by the Subordination Agent under the sole
dominion and control of the Subordination Agent for the benefit of the Trustee,
the Certificateholders and the Liquidity Provider, as the case may be. If, at
any time, any of the Trust Accounts ceases to be an Eligible Deposit Account,
the Subordination Agent shall within 10 Business Days (or such longer period,
not to exceed 30 calendar days, for which a Ratings Confirmation shall have been
obtained) establish a new Collection Account, Special Payments Account or Cash
Collateral Account, as the case may be, as an Eligible Deposit Account and shall
transfer any cash and/or any investments to such new Collection Account, Special
Payments Account or Cash Collateral Account, as the case may be. So long as WTC
is an Eligible Institution, the Trust Accounts shall be maintained with it as
Eligible Deposit Accounts.

            SECTION 2.3 DEPOSITS TO THE COLLECTION ACCOUNT AND SPECIAL PAYMENTS
ACCOUNT. (a) The Subordination Agent shall, upon receipt thereof, deposit in the
Collection Account all Scheduled Payments received by it.

            (b)   The Subordination Agent shall, on each date when one or more
Special Payments are made to the Subordination Agent as holder of the Equipment
Notes, deposit in the Special Payments Account the aggregate amount of such
Special Payments.

            SECTION 2.4 DISTRIBUTIONS OF SPECIAL PAYMENTS. (a) NOTICE OF SPECIAL
PAYMENT. Except as provided in Section 2.4(e) below, upon receipt by the
Subordination Agent, as registered holder of the Equipment Notes, of any notice
of a Special Payment (or, in the absence of any such notice, upon receipt by the
Subordination Agent of a Special Payment), the Subordination Agent shall
promptly give notice thereof to the Trustee and the Liquidity Provider. The
Subordination Agent shall promptly calculate the amount of the redemption or
purchase of Equipment Notes or the amount of any Overdue Scheduled Payment, as
the case may be, comprising such Special Payment under the applicable Indenture

<PAGE>

or Indentures and shall promptly send to the Trustee a Written Notice of such
amount. Such Written Notice shall also set the distribution date for such
Special Payment (a "SPECIAL DISTRIBUTION DATE"), which shall be the Business Day
which immediately follows the later to occur of (x) the 15th day after the date
of such Written Notice or (y) the date the Subordination Agent has received or
expects to receive such Special Payment. Amounts on deposit in the Special
Payments Account shall be distributed in accordance with Sections 2.4(b) and
2.4(c) hereof, as applicable.

            (b)   REDEMPTIONS AND PURCHASES OF EQUIPMENT NOTES. (i) So long as
no Triggering Event shall have occurred (whether or not continuing), the
Subordination Agent shall make distributions pursuant to this Section 2.4(b) of
amounts on deposit in the Special Payments Account on account of the redemption,
purchase (including, without limitation, a purchase resulting from a sale of the
Equipment Notes permitted by Article IV hereof) or prepayment of all of the
Equipment Notes issued pursuant to an Indenture on the Special Distribution Date
for such Special Payment in the following order of priority:

            FIRST, such amount as shall be required to pay (A) all accrued and
      unpaid Liquidity Expenses then in arrears PLUS (B) the product of (x) the
      aggregate amount of all accrued and unpaid Liquidity Expenses not in
      arrears to such Special Distribution Date MULTIPLIED BY (y) a fraction,
      the numerator of which is the aggregate outstanding principal amount of
      Equipment Notes being redeemed, purchased or prepaid on such Special
      Distribution Date and the denominator of which is the aggregate
      outstanding principal amount of all Equipment Notes (the "SECTION 2.4(B)
      FRACTION"), shall be distributed to the Liquidity Provider;

            SECOND, such amount as shall be required to pay (A) all accrued and
      unpaid interest then in arrears on all Liquidity Obligations PLUS (B) the
      product of (x) the aggregate amount of all accrued and unpaid interest on
      all Liquidity Obligations not in arrears to such Special Distribution Date
      (at the rate provided in the Liquidity Facility) MULTIPLIED BY (y) the
      Section 2.4(b) Fraction, shall be distributed to the Liquidity Provider;

            THIRD, such amount as shall be required (A) if the Cash Collateral
      Account had been previously funded as provided in Section 3.6(f), to fund
      the Cash Collateral Account up to its Required Amount shall be deposited
      in the Cash Collateral Account, (B) if the Liquidity Facility shall become
      a Downgraded Facility or a Non-Extended Facility at a time when
      unreimbursed Interest Drawings under the Liquidity Facility have reduced
      the Available Amount thereunder to zero, to deposit into the Cash
      Collateral Account an amount equal to the Required Amount shall be
      deposited in the Cash Collateral Account, and (C) if neither subclause (A)
      nor subclause (B) of this clause "third" are applicable, to pay or
      reimburse the Liquidity Provider in an amount equal to the amount of any
      unreimbursed Interest Drawings under the Liquidity Facility shall be
      distributed to the Liquidity Provider;

            FOURTH, if any amounts are to be distributed pursuant to either
      subclause (A) or (B) of clause "third" above, then the Liquidity Provider

<PAGE>

      shall be paid the excess of (x) the aggregate outstanding amount of
      unreimbursed Advances (whether or not then due) under the Liquidity
      Facility over (y) the Required Amount;

            FIFTH, such amount as shall be required to pay in full Expected
      Distributions to the holders of the Certificates on such Special
      Distribution Date shall be distributed to the Trustee; and

            SIXTH, the balance, if any, of such Special Payment shall be
      transferred to the Collection Account for distribution in accordance with
      Section 3.2 hereof.

For the purposes of this Section 2.4(b)(i), clause (x) of the definition of
"Expected Distributions" shall be deemed to read as follows: "(x) accrued, due
and unpaid interest on the Certificates together with (without duplication)
accrued and unpaid interest on a portion of the Certificates equal to the
outstanding principal amount of the Equipment Notes held in the Trust and being
redeemed, purchased or prepaid (immediately prior to such redemption, purchase
or prepayment), in each case excluding interest, if any, payable with respect to
the Deposits".

            (ii)  Upon the occurrence of a Triggering Event (whether or not
continuing), the Subordination Agent shall make distributions pursuant to this
Section 2.4(b) of amounts on deposit in the Special Payments Account on account
of the redemption or purchase of all of the Equipment Notes issued pursuant to
an Indenture on the Special Distribution Date for such Special Payment in
accordance with Section 3.3 hereof.

            (c)   OTHER SPECIAL PAYMENTS. Except as provided in clause (e)
below, any amounts on deposit in the Special Payments Account other than in
respect of amounts to be distributed pursuant to Section 2.4(b) shall be
distributed on the Special Distribution Date therefor in accordance with Article
III hereof.

            (d)   INVESTMENT OF AMOUNTS IN SPECIAL PAYMENTS ACCOUNT. Any amounts
on deposit in the Special Payments Account prior to the distribution thereof
pursuant to Section 2.4(b) or (c) shall be invested in accordance with Section
2.2(b). Investment Earnings on such investments shall be distributed in
accordance with Section 2.4(b) or (c), as the case may be.

            (e)   CERTAIN PAYMENTS. Except for amounts constituting Liquidity
Obligations which shall be distributed as provided in Section 2.4(b), 3.2 or 3.3
(as the case may be), the Subordination Agent will distribute promptly upon
receipt thereof (i) any indemnity payment received by it from the Owner
Participant, the Owner Trustee or Continental in respect of the Trustee, the
Liquidity Provider, the Paying Agent, the Depositary or the Escrow Agent
(collectively, the "PAYEES") and (ii) any compensation received by it from the
Owner Participant, the Owner Trustee or Continental under any Operative
Agreement in respect of any Payee, directly to the Payee entitled thereto.

            SECTION 2.5 DESIGNATED REPRESENTATIVES. (a) With the delivery of
this Agreement, the Subordination Agent shall furnish to the Liquidity Provider
and the Trustee, and from time to time thereafter may furnish to the Liquidity
Provider and the Trustee, at the Subordination Agent's discretion, or upon the
Liquidity Provider's or Trustee's request (which request shall not be made more

<PAGE>

than one time in any 12-month period), a certificate (a "SUBORDINATION AGENT
INCUMBENCY CERTIFICATE") of a Responsible Officer of the Subordination Agent
certifying as to the incumbency and specimen signatures of the officers of the
Subordination Agent and the attorney-in-fact and agents of the Subordination
Agent (the "SUBORDINATION AGENT REPRESENTATIVES") authorized to give Written
Notices on behalf of the Subordination Agent hereunder. Until each of the
Liquidity Provider and the Trustee receive a subsequent Subordination Agent
Incumbency Certificate, it shall be entitled to rely on the last Subordination
Agent Incumbency Certificate delivered to it hereunder.

            (b)   With the delivery of this Agreement, the Trustee shall furnish
to the Subordination Agent, and from time to time thereafter may furnish to the
Subordination Agent, at the Trustee's discretion, or upon the Subordination
Agent's request (which request shall not be made more than one time in any
12-month period), a certificate (a "TRUSTEE INCUMBENCY CERTIFICATE") of a
Responsible Officer of the Trustee certifying as to the incumbency and specimen
signatures of the officers of the Trustee and the attorney-in-fact and agents of
the Trustee (the "TRUSTEE REPRESENTATIVES") authorized to give Written Notices
on behalf of the Trustee hereunder. Until the Subordination Agent receives a
subsequent Trustee Incumbency Certificate, it shall be entitled to rely on the
last Trustee Incumbency Certificate delivered to it hereunder.

            (c)   With the delivery of this Agreement, the Liquidity Provider
shall furnish to the Subordination Agent, and from time to time thereafter may
furnish to the Subordination Agent, at the Liquidity Provider's discretion, or
upon the Subordination Agent's request (which request shall not be made more
than one time in any 12-month period), a certificate (an "LP INCUMBENCY
CERTIFICATE") of any Responsible Officer of the Liquidity Provider certifying as
to the incumbency and specimen signatures of any officer, attorney-in-fact,
agent or other designated representative of the Liquidity Provider (the "LP
REPRESENTATIVES" and, together with the Subordination Agent Representatives and
the Trustee Representatives, the "DESIGNATED REPRESENTATIVES") authorized to
give Written Notices on behalf of the Liquidity Provider hereunder. Until the
Subordination Agent receives a subsequent LP Incumbency Certificate, it shall be
entitled to rely on the last LP Incumbency Certificate delivered to it
hereunder.

            SECTION 2.6 CONTROLLING PARTY. (a) The Trustee and the Liquidity
Provider hereby agree that, with respect to any Indenture at any given time, the
Loan Trustee thereunder will be directed (i) in taking, or refraining from
taking, any action under such Indenture or with respect to the Equipment Notes
issued thereunder, so long as no Indenture Default has occurred and is
continuing thereunder, by the holders of at least a majority of the outstanding
principal amount of such Equipment Notes (PROVIDED that, for so long as the
Subordination Agent is the registered holder of the Equipment Notes, the
Subordination Agent shall act with respect to this clause (i) in accordance with
the directions of the Trustee (with respect to the Equipment Notes issued under
such Indenture and held as Trust Property of the Trust) constituting, in the
aggregate, directions with respect to at least a majority of outstanding
principal amount of Equipment Notes), and (ii) after the occurrence and during
the continuance of an Indenture Default thereunder (which has not been cured by
the applicable Owner Trustee or the applicable Owner Participant, if applicable,
pursuant to Section 4.03 of such Indenture), in taking, or refraining from
taking, any action under such Indenture or with respect to such Equipment Notes,

<PAGE>

including exercising remedies thereunder (including Accelerating the Equipment
Notes issued thereunder or foreclosing the Lien on the Aircraft securing such
Equipment Notes), by the Controlling Party.

            (b)   The Person who shall be the "CONTROLLING PARTY" with respect
to any Indenture upon the occurrence of an Indenture Default thereunder shall be
the Trustee. For purposes of giving effect to the rights of the Controlling
Party, the Trustee shall irrevocably agree, and the Certificateholders will be
deemed to agree by virtue of their purchase of Certificates, that the
Subordination Agent, as record holder of the Equipment Notes, shall exercise its
voting rights in respect of the Equipment Notes as directed by the Controlling
Party and any vote so exercised shall be binding upon the Trustee and all
Certificateholders.

            The Subordination Agent shall give Written Notice to all of the
other parties to this Agreement promptly upon a change in the identity of the
Controlling Party. Each of the parties hereto agrees that it shall not exercise
any of the rights of the Controlling Party at such time as it is not the
Controlling Party hereunder; PROVIDED, HOWEVER, that nothing herein contained
shall prevent or prohibit any Non-Controlling Party from exercising such rights
as shall be specifically granted to such Non-Controlling Party hereunder and
under the other Operative Agreements.

            (c)   Notwithstanding the foregoing, at any time after 18 months
from the earlier to occur of (i) the date on which the entire Available Amount
under the Liquidity Facility shall have been drawn (for any reason other than a
Downgrade Drawing or a Non-Extension Drawing) and remain unreimbursed, (ii) the
date on which the entire amount of any Downgrade Drawing or Non-Extension
Drawing shall have become and remain "Applied Downgrade Advances" or "Applied
Non-Extension Advances", as the case may be, under and as defined in the
Liquidity Facility and (iii) the date on which all Equipment Notes shall have
been Accelerated (PROVIDED that, with respect to the period prior to the
Delivery Period Expiry Date, such Equipment Notes have an aggregate outstanding
principal balance of in excess of $200,000,000), the Liquidity Provider shall
have the right to elect, by Written Notice to the Subordination Agent and the
Trustee, to become the Controlling Party hereunder with respect to any Indenture
at any time from and including the last day of such 18-month period.

            (d)   The Controlling Party shall not be entitled to require or
obligate any Non-Controlling Party to provide funds necessary to exercise any
right or remedy hereunder.

                                   ARTICLE III

                    RECEIPT, DISTRIBUTION AND APPLICATION OF
                                AMOUNTS RECEIVED

            SECTION 3.1 WRITTEN NOTICE OF DISTRIBUTION. (a) No later than 3:00
P.M. (New York City time) on the Business Day immediately preceding each Regular
Distribution Date (or Special Distribution Date for purposes of Section 2.4(b)
hereof, as the case may be), each of the following Persons shall deliver to the
Subordination Agent a Written Notice setting forth the following information as
at the close of business on such Business Day:


<PAGE>

            (i) With respect to the Certificates, the Trustee shall separately
      set forth the amounts to be paid in accordance with clause "FIFTH" of
      Section 3.2 or 2.4(b)(i), as the case may be, hereof;

            (ii) With respect to the Liquidity Facility, the Liquidity Provider
      shall separately set forth the amounts to be paid in accordance with
      clauses "FIRST", "SECOND", "THIRD" and "FOURTH" of Section 3.2 or
      2.4(b)(i), as the case may be, hereof; and

            (iii) The Trustee shall set forth the amounts to be paid in
      accordance with clause "SIXTH" of Section 3.2 hereof.

The notices required under this Section 3.1(a) may be in the form of a schedule
or similar document provided to the Subordination Agent by the parties
referenced therein or by any one of them, which schedule or similar document may
state that, unless there has been a prepayment of the Certificates, such
schedule or similar document is to remain in effect until any substitute notice
or amendment shall be given to the Subordination Agent by the party providing
such notice.

            (b)   Following the occurrence of a Triggering Event, the
Subordination Agent shall request the following information from the following
Persons, and each of the following Persons shall, upon the request of the
Subordination Agent, deliver a Written Notice to the Subordination Agent setting
forth for such Person the following information:

            (i) With respect to the Certificates, the Trustee shall separately
      set forth the amounts to be paid in accordance with clause "FIRST" (to
      reimburse payments made by such Trustee or the Certificateholders, as the
      case may be, pursuant to subclause (ii) or (iii) of clause "FIRST" of
      Section 3.3 hereof), clause "SIXTH" (to reimburse payments made by the
      Certificateholders pursuant to subclause (iii) of clause "SIXTH" of
      Section 3.3 hereof) and clause "SEVENTH" of Section 3.3 hereof;

            (ii) With respect to the Liquidity Facility, the Liquidity Provider
      shall separately set forth the amounts to be paid to it in accordance with
      subclause (iii) of clause "FIRST" of Section 3.3 hereof and clauses
      "SECOND", "THIRD", "FOURTH" and "FIFTH" of Section 3.3 hereof; and

            (iii) The Trustee shall set forth the amounts to be paid in
      accordance with clause "SIXTH" of Section 3.3 hereof.

            (c)   At such time as the Trustee or the Liquidity Provider shall
have received all amounts owing to it (and, in the case of the Trustee, the
Certificateholders for which it is acting) pursuant to Section 2.4, 3.2 or 3.3
hereof, as applicable, and, in the case of the Liquidity Provider, its
commitment under the Liquidity Facility shall have terminated or expired, such
Person shall, by a Written Notice, so inform the Subordination Agent and each
other party to this Agreement.


<PAGE>

            (d)   As provided in Section 6.5 hereof, the Subordination Agent
shall be fully protected in relying on any of the information set forth in a
Written Notice provided by the Trustee or the Liquidity Provider pursuant to
paragraphs (a) through (c) above and shall have no independent obligation to
verify, calculate or recalculate any amount set forth in any Written Notice
delivered in accordance with such paragraphs.

            (e)   Any Written Notice delivered by the Trustee or the Liquidity
Provider, as applicable, pursuant to Section 3.1(a), 3.1(b) or 3.1(c) hereof, if
made prior to 10:00 A.M. (New York City time) on any Business Day shall be
effective on the date delivered (or if delivered later on a Business Day or if
delivered on a day which is not a Business Day shall be effective as of the next
Business Day). Subject to the terms of this Agreement, the Subordination Agent
shall as promptly as practicable comply with any such instructions; PROVIDED,
HOWEVER, that any transfer of funds pursuant to any instruction received after
10:00 A.M. (New York City time) on any Business Day may be made on the next
succeeding Business Day.

            (f)   In the event the Subordination Agent shall not receive from
any Person any information set forth in paragraph (a) or (b) above which is
required to enable the Subordination Agent to make a distribution to such Person
pursuant to Section 2.4(b), 3.2 or 3.3 hereof, the Subordination Agent shall
request such information and, failing to receive any such information, the
Subordination Agent shall not make such distribution(s) to such Person. In such
event, the Subordination Agent shall make distributions pursuant to clauses
"FIRST" through "SIXTH" of Section 2.4(b), clauses "FIRST" through "SEVENTH" of
Section 3.2 and clauses "FIRST" through "EIGHTH" of Section 3.3 to the extent it
shall have sufficient information to enable it to make such distributions, and
shall continue to hold any funds remaining, after making such distributions,
until the Subordination Agent shall receive all necessary information to enable
it to distribute any funds so withheld.

            (g)   On such dates (but not more frequently than monthly) as the
Liquidity Provider or the Trustee shall request, but in any event automatically
at the end of each calendar quarter, the Subordination Agent shall send to such
party a written statement reflecting all amounts on deposit with the
Subordination Agent pursuant to Section 3.1(f) hereof.

            SECTION 3.2 DISTRIBUTION OF AMOUNTS ON DEPOSIT IN THE COLLECTION
ACCOUNT. Except as otherwise provided in Sections 2.4, 3.1(f), 3.3, 3.4 and
3.6(b), amounts on deposit in the Collection Account (or, in the case of any
amount described in Section 2.4(c), on deposit in the Special Payments Account)
shall be promptly distributed on each Regular Distribution Date (or, in the case
of any amount described in Section 2.4(c), on the Special Distribution Date
thereof) in the following order of priority and in accordance with the
information provided to the Subordination Agent pursuant to Section 3.1(a)
hereof:

            FIRST, such amount as shall be required to pay all accrued and
      unpaid Liquidity Expenses owed to the Liquidity Provider shall be
      distributed to the Liquidity Provider;

            SECOND, such amount as shall be required to pay in full the
      aggregate amount of interest accrued on all Liquidity Obligations (at the
      rate, or in the amount, provided in the Liquidity Facility) and unpaid
      shall be distributed to the Liquidity Provider;


<PAGE>

            THIRD, such amount as shall be required (A) if the Cash Collateral
      Account had been previously funded as provided in Section 3.6(f), to fund
      the Cash Collateral Account up to its Required Amount shall be deposited
      in the Cash Collateral Account, (B) if the Liquidity Facility shall become
      a Downgraded Facility or a Non-Extended Facility at a time when
      unreimbursed Interest Drawings under the Liquidity Facility have reduced
      the Available Amount thereunder to zero, to deposit into the Cash
      Collateral Account an amount equal to the Required Amount shall be
      deposited in the Cash Collateral Account, and (C) if neither subclause (A)
      nor subclause (B) of this clause "third" is applicable, to pay or
      reimburse the Liquidity Provider in an amount equal to the amount of all
      Liquidity Obligations then due under the Liquidity Facility (other than
      amounts payable pursuant to clause "first" or "second" of this Section
      3.2) shall be distributed to the Liquidity Provider;

            FOURTH, if any amounts are to be distributed pursuant to either
      subclause (A) or (B) of clause "third" above, then the Liquidity Provider
      shall be paid the excess of (x) the aggregate outstanding amount of
      unreimbursed Advances (whether or not then due) under the Liquidity
      Facility over (y) the Required Amount;

            FIFTH, such amount as shall be required to pay in full Expected
      Distributions to the holders of the Certificates on such Distribution Date
      shall be distributed to the Trustee;

            SIXTH, such amount as shall be required to pay in full the aggregate
      unpaid amount of fees and expenses payable as of such Distribution Date to
      the Subordination Agent and the Trustee pursuant to the terms of this
      Agreement and the Trust Agreement, as the case may be, shall be
      distributed to the Subordination Agent and the Trustee; and

            SEVENTH, the balance, if any, of any such amount remaining
      thereafter shall be held in the Collection Account for later distribution
      in accordance with this Article III.

            SECTION 3.3 DISTRIBUTION OF AMOUNTS ON DEPOSIT FOLLOWING A
TRIGGERING EVENT. Except as otherwise provided in Sections 3.1(f) and 3.6(b)
hereof, upon the occurrence of a Triggering Event and at all times thereafter,
all funds in the Collection Account or the Special Payments Account shall be
promptly distributed by the Subordination Agent in the following order of
priority:

            FIRST, such amount as shall be required to reimburse (i) the
      Subordination Agent for any out-of-pocket costs and expenses actually
      incurred by it (to the extent not previously reimbursed) in the protection
      of, or the realization of the value of, the Equipment Notes or Trust
      Indenture Estate, shall be applied by the Subordination Agent in
      reimbursement of such costs and expenses, (ii) the Trustee for any amounts
      of the nature described in clause (i) above actually incurred by it under
      the Trust Agreement (to the extent not previously reimbursed), shall be
      distributed to the Trustee, and (iii) the Liquidity Provider or any
      Certificateholder for payments, if any, made by it to the Subordination
      Agent or the Trustee in respect of amounts described in clause (i) above,
      shall be distributed to the Liquidity Provider or to the Trustee for the

<PAGE>

      account of such Certificateholder, in each such case, pro rata on the
      basis of all amounts described in clauses (i) through (iii) above;

            SECOND, such amount remaining as shall be required to pay all
      accrued and unpaid Liquidity Expenses shall be distributed to the
      Liquidity Provider;

            THIRD, such amount remaining as shall be required to pay accrued and
      unpaid interest on the Liquidity Obligations as provided in the Liquidity
      Facility shall be distributed to the Liquidity Provider;

            FOURTH, such amount remaining as shall be required (A) if the Cash
      Collateral Account had been previously funded as provided in Section
      3.6(f), unless (i) a Performing Note Deficiency exists and a Liquidity
      Event of Default shall have occurred and be continuing or (ii) a Final
      Drawing shall have occurred, to fund the Cash Collateral Account up to its
      Required Amount (less the amount of any repayments of Interest Drawings
      under the Liquidity Facility while subclause (A)(i) above is applicable)
      shall be deposited in the Cash Collateral Account, (B) if the Liquidity
      Facility shall become a Downgraded Facility or a Non-Extended Facility at
      a time when unreimbursed Interest Drawings under the Liquidity Facility
      have reduced the Available Amount thereunder to zero, unless (i) a
      Performing Note Deficiency exists and a Liquidity Event of Default shall
      have occurred and be continuing or (ii) a Final Drawing shall have
      occurred, to deposit into the Cash Collateral Account an amount equal to
      the Required Amount (less the amount of any repayments of Interest
      Drawings under the Liquidity Facility while subclause (B)(i) above is
      applicable) shall be deposited in the Cash Collateral Account, and (C) if
      neither subclause (A) nor subclause (B) of this clause "fourth" are
      applicable, to pay in full the outstanding amount of all Liquidity
      Obligations then due under the Liquidity Facility (other than amounts
      payable pursuant to clause "SECOND" or "THIRD" of this Section 3.3) shall
      be distributed to the Liquidity Provider;

            FIFTH, if any amounts are to be distributed pursuant to either
      subclause (A) or (B) of clause "FOURTH" above, then the Liquidity Provider
      shall be paid the excess of (x) the aggregate outstanding amount of
      unreimbursed Advances (whether or not then due) under the Liquidity
      Facility over (y) the Required Amount (less the amount of any repayments
      of Interest Drawings under the Liquidity Facility while subclause (A)(i)
      or (B)(i), as the case may be, of clause "FOURTH" above is applicable);

            SIXTH, such amount as shall be required to reimburse or pay (i) the
      Subordination Agent for any Tax (other than Taxes imposed on compensation
      paid hereunder), expense, fee, charge or other loss incurred by or any
      other amount payable to the Subordination Agent in connection with the
      transactions contemplated hereby (to the extent not previously
      reimbursed), shall be applied by the Subordination Agent in reimbursement
      of such amount, (ii) the Trustee for any Tax (other than Taxes imposed on
      compensation paid under the Trust Agreement), expense, fee, charge, loss
      or any other amount payable to the Trustee under the Trust Agreement (to
      the extent not previously reimbursed), shall be distributed to the
      Trustee, and (iii) each Certificateholder for payments, if any, made by it
      pursuant to Section 5.2 hereof in respect of amounts described in clause
      (i) above, shall be distributed to the Trustee for the account of such

<PAGE>

      Certificateholder, in each such case, pro rata on the basis of all amounts
      described in clauses (i) through (iii) above;

            SEVENTH, such amount remaining as shall be required to pay in full
      Triggering Event Distributions on the Certificates shall be distributed to
      the Trustee; and

            EIGHTH, the balance, if any, of any such amount remaining thereafter
      shall be held in the Collection Account for later distribution in
      accordance with this Article III.

            SECTION 3.4 OTHER PAYMENTS. (a) Any payments received by the
Subordination Agent for which no provision as to the application thereof is made
in this Agreement shall be distributed by the Subordination Agent (i) in the
order of priority specified in Section 3.3 hereof and (ii) to the extent
received or realized at any time after the Triggering Event Distributions have
been made in full, in the manner provided in clause "first" of Section 3.3
hereof.

            (b)   Notwithstanding the priority of payments specified in Sections
2.4(b)(i), 3.2 and 3.3, in the event any Investment Earnings on amounts on
deposit in the Cash Collateral Account resulting from an Unapplied Provider
Advance are deposited in the Collection Account or the Special Payments Account,
such Investment Earnings shall be used to pay interest payable in respect of
such Unapplied Provider Advance to the extent of such Investment Earnings.

            (c)   Except as otherwise provided in Section 3.3 hereof, if the
Subordination Agent receives any Scheduled Payment after the Scheduled Payment
Date relating thereto, but prior to such payment becoming an Overdue Scheduled
Payment, then the Subordination Agent shall deposit such Scheduled Payment in
the Collection Account and promptly distribute such Scheduled Payment in
accordance with the priority of distributions set forth in Section 3.2 hereof;
PROVIDED that, for the purposes of this Section 3.4(c) only, each reference in
clause "SIXTH" of Section 3.2 to "Distribution Date" shall be deemed to mean the
actual date of payment of such Scheduled Payment and each reference in clause
"FIFTH" of Section 3.2 to "Distribution Date" shall be deemed to refer to such
Scheduled Payment Date.

            SECTION 3.5 PAYMENTS TO THE TRUSTEE AND THE LIQUIDITY PROVIDER. Any
amounts distributed hereunder to the Liquidity Provider shall be paid to the
Liquidity Provider by wire transfer of funds to the address the Liquidity
Provider shall provide to the Subordination Agent. The Subordination Agent shall
provide a Written Notice of any such transfer to the Liquidity Provider at the
time of such transfer. Any amounts distributed hereunder by the Subordination
Agent to the Trustee, if the Trustee shall not be the same institution as the
Subordination Agent, shall be paid to the Trustee by wire transfer of funds at
the address the Trustee shall provide to the Subordination Agent.

            SECTION 3.6 LIQUIDITY FACILITY. (a) INTEREST DRAWINGS. If on any
Distribution Date, after giving effect to the subordination provisions of this
Agreement, the Subordination Agent shall not have sufficient funds for the
payment of any amounts due and owing in respect of accrued interest on the
Certificates (at the Stated Interest Rate), then, prior to 1:00 p.m. (New York
City time) on such Distribution Date, the Subordination Agent shall request a
drawing (each such drawing, an "INTEREST DRAWING") under the Liquidity Facility

<PAGE>

in an amount equal to the lesser of (i) an amount sufficient to pay the amount
of such accrued interest (at the Stated Interest Rate) and (ii) the Available
Amount under the Liquidity Facility, and shall pay such amount to the Trustee in
payment of such accrued interest.

            (b)   APPLICATION OF INTEREST DRAWINGS. Notwithstanding anything to
the contrary contained in this Agreement, all payments received by the
Subordination Agent in respect of an Interest Drawing under the Liquidity
Facility and all amounts withdrawn by the Subordination Agent from the Cash
Collateral Account, and payable in each case to the Certificateholders or the
Trustee, shall be promptly distributed to the Trustee.

            (c)   DOWNGRADE DRAWINGS. (i) With respect to the Liquidity
Facility, a Downgrade Drawing shall be requested by the Subordination Agent
thereunder as provided in Section 3.6(c)(iii), if at any time, a Downgrade Event
shall have occurred with respect to the Liquidity Facility (a "DOWNGRADED
FACILITY"), unless an event described in Section 3.6(c)(ii) occurs with respect
to the Liquidity Facility.

            (ii)  If at any time the Liquidity Facility becomes a Downgraded
Facility, the Subordination Agent shall request a Downgrade Drawing thereunder
in accordance with Section 3.6(c)(iii), unless the Liquidity Provider or
Continental arranges for a Replacement Liquidity Provider to issue and deliver a
Replacement Liquidity Facility to the Subordination Agent within 10 days after
receiving notice of a Downgrade Event (but not later than the expiration date of
such Downgraded Facility).

            (iii) Upon the occurrence of any Downgrade Event with respect to the
Liquidity Facility, unless any event described in Section 3.6(c)(ii) occurs with
respect thereto, the Subordination Agent shall, on the 10th day referred to in
Section 3.6(c)(ii) (or if such 10th day is not a Business Day, on the next
succeeding Business Day) (or, if earlier, the expiration date of the Downgraded
Facility), request a drawing in accordance with and to the extent permitted by
the Downgraded Facility (such drawing, a "DOWNGRADE DRAWING") of the Available
Amount thereunder. Amounts drawn pursuant to a Downgrade Drawing shall be
maintained and invested as provided in Section 3.6(f) hereof. The Liquidity
Provider may also arrange for a Replacement Liquidity Provider to issue and
deliver a Replacement Liquidity Facility at any time after such Downgrade
Drawing so long as such Downgrade Drawing has not been reimbursed in full to the
Liquidity Provider.

            (d)   NON-EXTENSION DRAWINGS. If the Liquidity Facility is scheduled
to expire on a date (the "STATED EXPIRATION DATE") prior to the date that is 15
days after the Final Legal Distribution Date, then, no earlier than the 60th day
and no later than the 40th day prior to the then Stated Expiration Date, the
Subordination Agent shall request that the Liquidity Provider extend the Stated
Expiration Date until the earlier of (i) the date which is 15 days after such
Final Legal Distribution Date and (ii) the date that is the day immediately
preceding the 364th day occurring after the last day of the applicable Consent
Period (unless the obligations of the Liquidity Provider under the Liquidity
Facility are earlier terminated in accordance with the Liquidity Facility).
Whether or not the Liquidity Provider has received a request from the
Subordination Agent, the Liquidity Provider shall advise the Subordination
Agent, no earlier than the 40th day (or, if earlier, the date of the Liquidity
Provider's receipt of such request, if any, from the Subordination Agent) and no

<PAGE>

later than the 25th day prior to the Stated Expiration Date then in effect for
the Liquidity Facility (such period, the "CONSENT PERIOD"), whether, in its sole
discretion, it agrees to extend such Stated Expiration Date. If (A) on or before
the date on which such Consent Period ends, the Liquidity Facility shall not
have been replaced in accordance with Section 3.6(e) and (B) the Liquidity
Provider fails irrevocably and unconditionally to advise the Borrower on or
before the date on which such Consent Period ends that such Stated Expiration
Date then in effect shall be so extended, the Subordination Agent shall, on the
date on which such Consent Period ends (or as soon as possible thereafter), in
accordance with the terms of the expiring Liquidity Facility (a "NON-EXTENDED
FACILITY"), request a drawing under such expiring Liquidity Facility (such
drawing, a "NON-EXTENSION DRAWING") of all available and undrawn amounts
thereunder. Amounts drawn pursuant to a Non-Extension Drawing shall be
maintained and invested in accordance with Section 3.6(f) hereof.

            (e)   ISSUANCE OF REPLACEMENT LIQUIDITY FACILITY. (i) At any time,
Continental may, at its option, with cause or without cause, arrange for a
Replacement Liquidity Facility to replace the Liquidity Facility (including any
Replacement Liquidity Facility provided pursuant to Section 3.6(e)(ii) hereof).
If such Replacement Liquidity Facility is provided at any time after a Downgrade
Drawing or Non-Extension Drawing has been made, all funds on deposit in the Cash
Collateral Account will be returned to the Liquidity Provider being replaced.

            (ii)  If the Liquidity Provider shall determine not to extend the
Liquidity Facility in accordance with Section 3.6(d), then the Liquidity
Provider may, at its option, arrange for a Replacement Liquidity Facility to
replace the Liquidity Facility during the period no earlier than 40 days and no
later than 25 days prior to the then effective Stated Expiration Date. In
addition, at any time after a Non-Extension Drawing has been made under the
Liquidity Facility or at any time after the Liquidity Provider has extended the
Stated Expiration Date under the Liquidity Facility to the date that is 15 days
after the Final Legal Distribution Date in accordance with the provisions of the
Liquidity Facility, the Liquidity Provider may, at its option, arrange for a
Replacement Liquidity Facility to replace the Liquidity Facility; PROVIDED,
HOWEVER, that if the Liquidity Provider has extended the Stated Expiration Date
as described above, it shall not have the right to replace the Liquidity
Facility prior to the first anniversary of the Closing Date.

            (iii) No Replacement Liquidity Facility arranged by Continental or
the Liquidity Provider in accordance with clause (i) or (ii) above or pursuant
to Section 3.6(c), respectively, shall become effective and no such Replacement
Liquidity Facility shall be deemed a "Liquidity Facility" under the Operative
Agreements, unless and until (A) each of the conditions referred to in sub
clauses (iv)(x) and (z) below shall have been satisfied, (B) if such Replacement
Liquidity Facility shall materially adversely affect the rights, remedies,
interests or obligations of the Certificateholders under any of the Operative
Agreements, the applicable Trustee shall have consented, in writing, to the
execution and issuance of such Replacement Liquidity Facility and (C) in the
case of a Replacement Liquidity Facility arranged by the Liquidity Provider
under Section 3.6(e)(ii) or pursuant to Section 3.6(c), such Replacement
Liquidity Facility is acceptable to Continental.

            (iv)  In connection with the issuance of each Replacement Liquidity
Facility, the Subordination Agent shall (x) prior to the issuance of such

<PAGE>

Replacement Liquidity Facility, obtain written confirmation from each Rating
Agency that such Replacement Liquidity Facility will not cause a reduction of
any rating then in effect for the Certificates by such Rating Agency (without
regard to any downgrading of any rating of any Liquidity Provider being replaced
pursuant to Section 3.6(c) hereof), (y) pay all Liquidity Obligations then owing
to the replaced Liquidity Provider (which payment shall be made first from
available funds in the Cash Collateral Account as described in clause (v) of
Section 3.6(f) hereof, and thereafter from any other available source,
including, without limitation, a drawing under the Replacement Liquidity
Facility) and (z) cause the issuer of the Replacement Liquidity Facility to
deliver the Replacement Liquidity Facility to the Subordination Agent, together
with a legal opinion opining that such Replacement Liquidity Facility is an
enforceable obligation of such Replacement Liquidity Provider.

            (v)   Upon satisfaction of the conditions set forth in clauses (iii)
and (iv) of this Section 3.6(e) with respect to a Replacement Liquidity
Facility, (w) the replaced Liquidity Facility shall terminate, (x) the
Subordination Agent shall, if and to the extent so requested by Continental or
the Liquidity Provider being replaced, execute and deliver any certificate or
other instrument required in order to terminate the replaced Liquidity Facility,
shall surrender the replaced Liquidity Facility to the Liquidity Provider being
replaced and shall execute and deliver the Replacement Liquidity Facility and
any associated Fee Letters, (y) each of the parties hereto shall enter into any
amendments to this Agreement necessary to give effect to (1) the replacement of
the Liquidity Provider with the Replacement Liquidity Provider and (2) the
replacement of the Liquidity Facility with the Replacement Liquidity Facility
and (z) such Replacement Liquidity Provider shall be deemed to be the Liquidity
Provider with the rights and obligations of the Liquidity Provider hereunder and
under the other Operative Agreements and such Replacement Liquidity Facility
shall be deemed to be the Liquidity Facility hereunder and under the other
Operative Agreements.

            (f)   CASH COLLATERAL ACCOUNT; WITHDRAWALS; INVESTMENTS. In the
event the Subordination Agent shall draw all available amounts under the
Liquidity Facility pursuant to Section 3.6(c), 3.6(d) or 3.6(i) hereof, or in
the event amounts are to be deposited in the Cash Collateral Account pursuant to
subclause (A) or (B) of clause "THIRD" of Section 2.4(b)(i), subclause (A) or
(B) of clause "THIRD" of Section 3.2 or subclause (A) or (B) of clause "FOURTH"
of Section 3.3, amounts so drawn or to be deposited, as the case may be, shall
be deposited by the Subordination Agent in the Cash Collateral Account. All
amounts on deposit in the Cash Collateral Account shall be invested and
reinvested in Eligible Investments in accordance with Section 2.2(b) hereof. On
each Interest Payment Date (or, in the case of any Special Distribution Date
with respect to a distribution pursuant to Section 2.4(b) hereof occurring prior
to the occurrence of a Triggering Event, on such Special Distribution Date),
Investment Earnings on amounts on deposit in the Cash Collateral Account (or, in
the case of any Special Distribution Date with respect to a distribution
pursuant to Section 2.4(b) hereof occurring prior to the occurrence of a
Triggering Event, a fraction of such Investment Earnings equal to the Section
2.4(b) Fraction) shall be deposited in the Collection Account (or, in the case
of any Special Distribution Date with respect to a distribution pursuant to
Section 2.4(b) hereof occurring prior to the occurrence of a Triggering Event,
the Special Payments Account) and applied on such Interest Payment Date (or
Special Distribution Date, as the case may be) in accordance with Section 2.4,

<PAGE>

3.2, 3.3 or 3.4 (as applicable). The Subordination Agent shall deliver a written
statement to Continental and the Liquidity Provider one day prior to each
Interest Payment Date and Special Distribution Date setting forth the aggregate
amount of Investment Earnings held in the Cash Collateral Account as of such
date. In addition, from and after the date funds are so deposited, the
Subordination Agent shall make withdrawals from such account as follows:

            (i) on each Distribution Date, the Subordination Agent shall, to the
      extent it shall not have received funds to pay accrued and unpaid interest
      due and owing on the Certificates (at the Stated Interest Rate) from any
      other source, withdraw from the Cash Collateral Account, and pay to the
      Trustee, an amount equal to the lesser of (x) an amount necessary to pay
      accrued and unpaid interest (at the Stated Interest Rate) on the
      Certificates and (y) the amount on deposit in the Cash Collateral Account;

            (ii) on each date on which the Pool Balance of the Trust shall have
      been reduced by payments made to the Certificateholders pursuant to
      Section 2.4, 3.2 or 3.3 hereof or pursuant to Section 2.03 of the Escrow
      and Paying Agent Agreement, the Subordination Agent shall withdraw from
      the Cash Collateral Account such amount as is necessary so that, after
      giving effect to the reduction of the Pool Balance on such date (and any
      reduction in the amounts on deposit in the Cash Collateral Account
      resulting from a prior withdrawal of amounts on deposit in the Cash
      Collateral Account on such date) and any transfer of Investment Earnings
      from the Cash Collateral Account to the Collection Account or the Special
      Payments Account on such date, an amount equal to the sum of the Required
      Amount (with respect to the Liquidity Facility) plus Investment Earnings
      on deposit in the Cash Collateral Account (after giving effect to any such
      transfer of Investment Earnings) will be on deposit in the Cash Collateral
      Account and shall FIRST, pay such withdrawn amount to the Liquidity
      Provider until the Liquidity Obligations owing to the Liquidity Provider
      shall have been paid in full, and SECOND, deposit any remaining withdrawn
      amount in the Collection Account;

            (iii) if a Replacement Liquidity Facility for the Certificates shall
      be delivered to the Subordination Agent following the date on which funds
      have been deposited into the Cash Collateral Account, the Subordination
      Agent shall withdraw all amounts on deposit in the Cash Collateral Account
      and shall pay such amounts to the replaced Liquidity Provider until all
      Liquidity Obligations owed to such Person shall have been paid in full,
      and shall deposit any remaining amount in the Collection Account; and

            (iv) following the payment of Triggering Event Distributions in
      full, on the date on which the Subordination Agent shall have been
      notified by the Liquidity Provider that the Liquidity Obligations owed to
      the Liquidity Provider have been paid in full, the Subordination Agent
      shall withdraw all amounts on deposit in the Cash Collateral Account and
      shall deposit such amount in the Collection Account.

            (g) REINSTATEMENT. With respect to any Interest Drawing under the
Liquidity Facility, upon the reimbursement of the Liquidity Provider in full or
in part of the amount of such Interest Drawing, together with any accrued
interest thereon, the Available Amount of the Liquidity Facility shall be
reinstated by an amount equal to the amount of such Interest Drawing so

<PAGE>

reimbursed to the Liquidity Provider but not to exceed the Stated Amount for the
Liquidity Facility; PROVIDED, HOWEVER, that the Liquidity Facility shall not be
so reinstated in part or in full at any time if (x) both a Performing Note
Deficiency exists and a Liquidity Event of Default shall have occurred and be
continuing or (y) a Final Drawing shall have occurred. In the event that (i)
funds are withdrawn from the Cash Collateral Account pursuant to clause (i),
(ii) or (iii) of Section 3.6(f) hereof or (ii) the Liquidity Facility shall
become a Downgraded Facility or a Non-Extended Facility at a time when
unreimbursed Interest Drawings under the Liquidity Facility have reduced the
Available Amount thereunder to zero, then funds received by the Subordination
Agent at any time other than (x) any time when a Liquidity Event of Default
shall have occurred and be continuing and a Performing Note Deficiency exists or
(y) any time after a Final Drawing shall have occurred shall be deposited in the
Cash Collateral Account as and to the extent provided in clause "THIRD" of
Section 2.4(b)(i), clause "THIRD" of Section 3.2 or clause "FOURTH" of Section
3.3, as applicable, and applied in accordance with Section 3.6(f) hereof.

            (h)   REIMBURSEMENT. The amount of each drawing under the Liquidity
Facility shall be due and payable, together with interest thereon, on the dates
and at the rates, respectively, provided in the Liquidity Facility.

            (i)   FINAL DRAWING. Upon receipt from the Liquidity Provider of a
Termination Notice, the Subordination Agent shall, not later than the date
specified in such Termination Notice, in accordance with the terms of the
Liquidity Facility, request a drawing under the Liquidity Facility of all
available and undrawn amounts thereunder (a "FINAL DRAWING"). Amounts drawn
pursuant to a Final Drawing shall be maintained and invested in accordance with
Section 3.6(f) hereof.

            (j)   REDUCTION OF STATED AMOUNT. Promptly following each date on
which the Required Amount of the Liquidity Facility is reduced as a result of a
reduction in the Pool Balance, the Stated Amount shall automatically reduce to
an amount equal to the Required Amount (as calculated by the Subordination Agent
after giving effect to such payment).

            (k)   RELATION TO SUBORDINATION PROVISIONS. Interest Drawings under
the Liquidity Facility and withdrawals from the Cash Collateral Account, in each
case, in respect of interest on the Certificates, will be distributed to the
Trustee, notwithstanding Sections 2.4, 3.2 and 3.3 hereof.

            (l)   ASSIGNMENT OF LIQUIDITY FACILITY. The Subordination Agent
agrees not to consent to the assignment by the Liquidity Provider of any of its
rights or obligations under the Liquidity Facility or any interest therein,
unless (i) Continental shall have consented to such assignment and (ii) each
Rating Agency shall have provided a Ratings Confirmation in respect of such
assignment; PROVIDED, that the Subordination Agent shall consent to such
assignment if the conditions in the foregoing clauses (i) and (ii) are
satisfied, and the foregoing is not intended to and shall not be construed to
limit the rights of the Liquidity Provider under Section 3.6(e)(ii).


<PAGE>

                                   ARTICLE IV

                              EXERCISE OF REMEDIES

            SECTION 4.1 DIRECTIONS FROM THE CONTROLLING PARTY. (a) (i) Following
the occurrence and during the continuation of an Indenture Default under any
Indenture, the Controlling Party shall direct the Subordination Agent, which in
turn shall direct the Loan Trustee under such Indenture, in the exercise of
remedies available to the holders of the Equipment Notes issued pursuant to such
Indenture, including, without limitation, the ability to vote all such Equipment
Notes in favor of Accelerating such Equipment Notes in accordance with the
provisions of such Indenture. Subject to the Owner Trustees' and the Owner
Participants' rights, if any, set forth in the Indentures to purchase the
Equipment Notes and the provisions of the next paragraph, if the Equipment Notes
issued pursuant to any Indenture have been Accelerated following an Indenture
Default with respect thereto, the Controlling Party may direct the Subordination
Agent to sell, assign, contract to sell or otherwise dispose of and deliver all
(but not less than all) of such Equipment Notes, or sell the Aircraft subject to
the Lien of such Indenture, in either case, to any Person at public or private
sale, at any location at the option of the Controlling Party, all upon such
terms and conditions as it may reasonably deem advisable in accordance with
applicable law.

            (ii)  At the request of the Controlling Party, the Subordination
Agent may from time to time during the continuance of an Indenture Default (and
before the occurrence of a Triggering Event) commission LTV Appraisals with
respect to the Aircraft subject to such Indenture.

            (iii) After a Triggering Event occurs and any Equipment Note becomes
a Non-Performing Equipment Note, the Subordination Agent shall obtain Appraisals
with respect to all of the Aircraft (the "LTV APPRAISALS") as soon as
practicable and additional LTV Appraisals on or prior to each anniversary of the
date of such initial LTV Appraisals; PROVIDED that if the Controlling Party
reasonably objects to the appraised value of the Aircraft shown in such LTV
Appraisals, the Controlling Party shall have the right to obtain or cause to be
obtained substitute LTV Appraisals (including any LTV Appraisals based upon
physical inspection of the Aircraft).

            (b)   Following the occurrence and during the continuance of an
Indenture Default under any Indenture, the Controlling Party shall take such
actions as it may reasonably deem most effectual to complete the sale or other
disposition of the relevant Aircraft or Equipment Notes. In addition, in lieu of
any sale, assignment, contract to sell or other disposition, the Controlling
Party may maintain possession of such Equipment Notes and continue to apply
monies received in respect of such Equipment Notes in accordance with Article
III hereof. In addition, in lieu of such sale, assignment, contract to sell or
other disposition, or in lieu of such maintenance of possession, the Controlling
Party may, subject to the terms and conditions of the related Indenture,
instruct the Loan Trustee under such Indenture to foreclose on the Lien on the
related Aircraft.

            SECTION 4.2 REMEDIES CUMULATIVE. Each and every right, power and
remedy given to the Trustee, the Liquidity Provider, the Controlling Party or

<PAGE>

the Subordination Agent specifically or otherwise in this Agreement shall be
cumulative and shall be in addition to every other right, power and remedy
herein specifically given or now or hereafter existing at law, in equity or by
statute, and each and every right, power and remedy whether specifically herein
given or otherwise existing may, subject always to the terms and conditions
hereof, be exercised from time to time and as often and in such order as may be
deemed expedient by the Trustee, the Liquidity Provider, the Controlling Party
or the Subordination Agent, as appropriate, and the exercise or the beginning of
the exercise of any power or remedy shall not be construed to be a waiver of the
right to exercise at the same time or thereafter any other right, power or
remedy. No delay or omission by the Trustee, the Liquidity Provider, the
Controlling Party or the Subordination Agent in the exercise of any right,
remedy or power or in the pursuit of any remedy shall impair any such right,
power or remedy or be construed to be a waiver of any default or to be an
acquiescence therein.

            SECTION 4.3 DISCONTINUANCE OF PROCEEDINGS. In case any party to this
Agreement (including the Controlling Party in such capacity) shall have
instituted any Proceeding to enforce any right, power or remedy under this
Agreement by foreclosure, entry or otherwise, and such Proceeding shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to the Person instituting such Proceeding, then and in every such case
each such party shall, subject to any determination in such Proceeding, be
restored to its former position and rights hereunder, and all rights, remedies
and powers of such party shall continue as if no such Proceeding had been
instituted.

            SECTION 4.4 RIGHT OF CERTIFICATEHOLDERS TO RECEIVE PAYMENTS NOT TO
BE IMPAIRED. Anything in this Agreement to the contrary notwithstanding but
subject to the Trust Agreement, the right of any Certificateholder or the
Liquidity Provider, respectively, to receive payments hereunder (including,
without limitation, pursuant to Section 2.4, 3.2 or 3.3 hereof) when due, or to
institute suit for the enforcement of any such payment on or after the
applicable Distribution Date, shall not be impaired or affected without the
consent of such Certificateholder or the Liquidity Provider, respectively.

            SECTION 4.5 UNDERTAKING FOR COSTS. In any Proceeding for the
enforcement of any right or remedy under this Agreement or in any Proceeding
against any Controlling Party or the Subordination Agent for any action taken or
omitted by it as Controlling Party or Subordination Agent, as the case may be, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys' fees and expenses,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. The provisions of
this Section do not apply to a suit instituted by the Subordination Agent, the
Liquidity Provider or the Trustee or a suit by Certificateholders holding more
than 10% of the original principal amount of the Certificates.


<PAGE>

                                    ARTICLE V

                       DUTIES OF THE SUBORDINATION AGENT;
                           AGREEMENTS OF TRUSTEE, ETC.

            SECTION 5.1 NOTICE OF INDENTURE DEFAULT OR TRIGGERING EVENT. (a) In
the event the Subordination Agent shall have actual knowledge of the occurrence
of an Indenture Default or a Triggering Event, as promptly as practicable, and
in any event within 10 days after obtaining knowledge thereof, the Subordination
Agent shall transmit by mail or courier to the Rating Agencies, the Liquidity
Provider and the Trustee notice of such Indenture Default or Triggering Event,
unless such Indenture Default or Triggering Event shall have been cured or
waived. For all purposes of this Agreement, in the absence of actual knowledge
on the part of a Responsible Officer, the Subordination Agent shall not be
deemed to have knowledge of any Indenture Default or Triggering Event unless
notified in writing by the Trustee, the Liquidity Provider or one or more
Certificateholders.

            (b)   OTHER NOTICES. The Subordination Agent will furnish to the
Liquidity Provider and the Trustee, promptly upon receipt thereof, duplicates or
copies of all reports, notices, requests, demands, certificates, financial
statements and other instruments furnished to the Subordination Agent as
registered holder of the Equipment Notes or otherwise in its capacity as
Subordination Agent to the extent the same shall not have been otherwise
directly distributed to the Liquidity Provider or Trustee, as applicable,
pursuant to the express provision of any other Operative Agreement.

            (c)   After the occurrence of an Indenture Default or a Continental
Bankruptcy Event, the Subordination Agent and the Trustee shall provide to each
Rating Agency on a continuing basis (but no more than once every quarter) upon
the reasonable request of such Rating Agency in writing (1) copies of all
reports, notices, requests, demands, certificates, financial statements and
other instruments furnished to the Subordination Agent and the Trustee in
connection with the Operative Agreements, (2) copies of statements setting forth
the aggregate amount of funds distributed on each Distribution Date, indicating
the amount allocable to each source (including the Liquidity Facility), the
amount of such distribution allocable to principal, interest and premium (if
any), the Pool Balance and Pool Factor for the Certificates as of such
Distribution Date and the amount of principal outstanding and accrued interest
on the Liquidity Facility as of such Distribution Date, (3) a report of cash or
short term investments held by the Subordination Agent in the Trust Accounts or
for future distribution and (4) such other information available to the
Subordination Agent and the Trustee regarding the Aircraft, the Certificates,
the Equipment Notes, the Trust Accounts and the Liquidity Facility.

            SECTION 5.2 INDEMNIFICATION. The Subordination Agent shall not be
required to take any action or refrain from taking any action under Section 5.1
(other than the first sentence thereof) or Article IV hereof unless the
Subordination Agent shall have been indemnified (to the extent and in the manner
reasonably satisfactory to the Subordination Agent) against any liability, cost
or expense (including counsel fees and expenses) which may be incurred in
connection therewith. The Subordination Agent shall not be under any obligation
to take any action under this Agreement and nothing contained in this Agreement

<PAGE>

shall require the Subordination Agent to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it. The
Subordination Agent shall not be required to take any action under Section 5.1
(other than the first sentence thereof) or Article IV hereof, nor shall any
other provision of this Agreement be deemed to impose a duty on the
Subordination Agent to take any action, if the Subordination Agent shall have
been advised by counsel that such action is contrary to the terms hereof or is
otherwise contrary to law.

            SECTION 5.3 NO DUTIES EXCEPT AS SPECIFIED IN INTERCREDITOR
AGREEMENT. The Subordination Agent shall not have any duty or obligation to take
or refrain from taking any action under, or in connection with, this Agreement,
except as expressly provided by the terms of this Agreement; and no implied
duties or obligations shall be read into this Agreement against the
Subordination Agent. The Subordination Agent agrees that it will, in its
individual capacity and at its own cost and expense (but without any right of
indemnity in respect of any such cost or expense under Section 5.2 or 7.1
hereof) promptly take such action as may be necessary to duly discharge all
Liens on any of the Trust Accounts or any monies deposited therein which result
from claims against it in its individual capacity not related to its activities
hereunder or any other Operative Agreement.

            SECTION 5.4 NOTICE FROM THE LIQUIDITY PROVIDER AND TRUSTEE. If the
Liquidity Provider or Trustee has notice of an Indenture Default or a Triggering
Event, such Person shall promptly give notice thereof to the Trustee or
Liquidity Provider, as the case may be, and to the Subordination Agent,
PROVIDED, HOWEVER, that no such Person shall have any liability hereunder as a
result of its failure to deliver any such notice.

                                   ARTICLE VI

                             THE SUBORDINATION AGENT

            SECTION 6.1 AUTHORIZATION; ACCEPTANCE OF TRUSTS AND DUTIES. The
Trustee hereby designates and appoints the Subordination Agent as the agent and
trustee of the Trustee under the Liquidity Facility and authorizes the
Subordination Agent to enter into the Liquidity Facility as agent and trustee
for such Trustee. Each of the Liquidity Provider and the Trustee hereby
designates and appoints the Subordination Agent as the Subordination Agent under
this Agreement. WTC hereby accepts the duties hereby created and applicable to
it as the Subordination Agent and agrees to perform the same but only upon the
terms of this Agreement and agrees to receive and disburse all monies received
by it in accordance with the terms hereof. The Subordination Agent shall not be
answerable or accountable under any circumstances, except (a) for its own
willful misconduct or gross negligence (or ordinary negligence in the handling
of funds), (b) as provided in Sections 2.2 or 5.3 hereof and (c) for liabilities
that may result from the material inaccuracy of any representation or warranty
of the Subordination Agent made in its individual capacity in any Operative
Agreement. The Subordination Agent shall not be liable for any error of judgment
made in good faith by a Responsible Officer of the Subordination Agent, unless
it is proved that the Subordination Agent was negligent in ascertaining the
pertinent facts.


<PAGE>

            SECTION 6.2 ABSENCE OF DUTIES. The Subordination Agent shall have no
duty to see to any recording or filing of this Agreement or any other document,
or to see to the maintenance of any such recording or filing.

            SECTION 6.3 NO REPRESENTATIONS OR WARRANTIES AS TO DOCUMENTS. The
Subordination Agent in its individual capacity does not make nor shall be deemed
to have made any representation or warranty as to the validity, legality or
enforceability of this Agreement or any other Operative Agreement or as to the
correctness of any statement contained in any thereof, except for the
representations and warranties of the Subordination Agent, made in its
individual capacity, under any Operative Agreement to which it is a party. The
Certificateholders, the Trustee and the Liquidity Provider make no
representation or warranty hereunder whatsoever.

            SECTION 6.4 NO SEGREGATION OF MONIES; NO INTEREST. Any monies paid
to or retained by the Subordination Agent pursuant to any provision hereof and
not then required to be distributed to the Trustee or the Liquidity Provider as
provided in Articles II and III hereof or deposited into one or more Trust
Accounts need not be segregated in any manner except to the extent required by
such Articles II and III and by law, and the Subordination Agent shall not
(except as otherwise provided in Section 2.2 hereof) be liable for any interest
thereon; PROVIDED, HOWEVER, that any payments received or applied hereunder by
the Subordination Agent shall be accounted for by the Subordination Agent so
that any portion thereof paid or applied pursuant hereto shall be identifiable
as to the source thereof.

            SECTION 6.5 RELIANCE; AGENTS; ADVICE OF COUNSEL. The Subordination
Agent shall not incur liability to anyone in acting upon any signature,
instrument, notice, resolution, request, consent, order, certificate, report,
opinion, bond or other document or paper believed by it to be genuine and
believed by it to be signed by the proper party or parties. As to the Pool
Balance as of any date, the Subordination Agent may for all purposes hereof rely
on a certificate signed by any Responsible Officer of the Trustee, and such
certificate shall constitute full protection to the Subordination Agent for any
action taken or omitted to be taken by it in good faith in reliance thereon. As
to any fact or matter relating to the Liquidity Provider or the Trustee the
manner of ascertainment of which is not specifically described herein, the
Subordination Agent may for all purposes hereof rely on a certificate, signed by
any Responsible Officer of the Liquidity Provider or Trustee, as the case may
be, as to such fact or matter, and such certificate shall constitute full
protection to the Subordination Agent for any action taken or omitted to be
taken by it in good faith in reliance thereon. The Subordination Agent shall
assume, and shall be fully protected in assuming, that the Liquidity Provider
and the Trustee are authorized to enter into this Agreement and to take all
action to be taken by them pursuant to the provisions hereof, and shall not
inquire into the authorization of the Liquidity Provider or the Trustee with
respect thereto. In the administration of the trusts hereunder, the
Subordination Agent may execute any of the trusts or powers hereof and perform
its powers and duties hereunder directly or through agents or attorneys and may
consult with counsel, accountants and other skilled persons to be selected and
retained by it, and the Subordination Agent shall not be liable for the acts or
omissions of any agent appointed with due care or for anything done, suffered or
omitted in good faith by it in accordance with the advice or written opinion of
any such counsel, accountants or other skilled persons.


<PAGE>

            SECTION 6.6 CAPACITY IN WHICH ACTING. The Subordination Agent acts
hereunder solely as agent and trustee herein and not in its individual capacity,
except as otherwise expressly provided in the Operative Agreements.

            SECTION 6.7 COMPENSATION. The Subordination Agent shall be entitled
to reasonable compensation, including expenses and disbursements, for all
services rendered hereunder and shall have a priority claim to the extent set
forth in Article III hereof on all monies collected hereunder for the payment of
such compensation, to the extent that such compensation shall not be paid by
others. The Subordination Agent agrees that it shall have no right against the
Trustee or the Liquidity Provider for any fee as compensation for its services
as agent under this Agreement. The provisions of this Section 6.7 shall survive
the termination of this Agreement.

            SECTION 6.8 MAY BECOME CERTIFICATEHOLDER. The institution acting as
Subordination Agent hereunder may become a Certificateholder and have all rights
and benefits of a Certificateholder to the same extent as if it were not the
institution acting as the Subordination Agent.

            SECTION 6.9 SUBORDINATION AGENT REQUIRED; ELIGIBILITY. There shall
at all times be a Subordination Agent hereunder which shall be a corporation
organized and doing business under the laws of the United States of America or
of any State or the District of Columbia having a combined capital and surplus
of at least $100,000,000 (or the obligations of which, whether now in existence
or hereafter incurred, are fully and unconditionally guaranteed by a corporation
organized and doing business under the laws of the United States of America, any
State thereof or of the District of Columbia and having a combined capital and
surplus of at least $100,000,000), if there is such an institution willing and
able to perform the duties of the Subordination Agent hereunder upon reasonable
or customary terms. Such corporation shall be a citizen of the United States and
shall be authorized under the laws of the United States or any State thereof or
of the District of Columbia to exercise corporate trust powers and shall be
subject to supervision or examination by federal, state or District of Columbia
authorities. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of any of the aforesaid
supervising or examining authorities, then, for the purposes of this Section
6.9, the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published.

            In case at any time the Subordination Agent shall cease to be
eligible in accordance with the provisions of this Section, the Subordination
Agent shall resign immediately in the manner and with the effect specified in
Section 8.1.

            SECTION 6.10 MONEY TO BE HELD IN TRUST. All Equipment Notes, monies
and other property deposited with or held by the Subordination Agent pursuant to
this Agreement shall be held in trust for the benefit of the parties entitled to
such Equipment Notes, monies and other property. All such Equipment Notes,
monies or other property shall be held in the Trust Department of the
institution acting as Subordination Agent hereunder.


<PAGE>

                                   ARTICLE VII

                     INDEMNIFICATION OF SUBORDINATION AGENT

            SECTION 7.1 SCOPE OF INDEMNIFICATION. The Subordination Agent shall
be indemnified hereunder to the extent and in the manner described in Section
9.1 of the Participation Agreements and Section 6 of the Note Purchase
Agreement. The indemnities contained in such Sections of such agreements shall
survive the termination of this Agreement.

                                  ARTICLE VIII

                          SUCCESSOR SUBORDINATION AGENT

            SECTION 8.1 REPLACEMENT OF SUBORDINATION AGENT; APPOINTMENT OF
SUCCESSOR. The Subordination Agent may resign at any time by so notifying the
Trustee and the Liquidity Provider. The Controlling Party may remove the
Subordination Agent for cause by so notifying the Subordination Agent and may
appoint a successor Subordination Agent. The Controlling Party shall remove the
Subordination Agent if:

            (1) the Subordination Agent fails to comply with Section 6.9 hereof;

            (2) the Subordination Agent is adjudged bankrupt or insolvent;

            (3) a receiver or other public officer takes charge of the
                Subordination Agent or its property; or

            (4) the Subordination Agent otherwise becomes incapable of acting.

            If the Subordination Agent resigns or is removed or if a vacancy
exists in the office of Subordination Agent for any reason (the Subordination
Agent in such event being referred to herein as the retiring Subordination
Agent), the Controlling Party shall promptly appoint a successor Subordination
Agent.

            A successor Subordination Agent shall deliver (x) a written
acceptance of its appointment as Subordination Agent hereunder to the retiring
Subordination Agent and (y) a written assumption of its obligations hereunder
and under the Liquidity Facility to each party hereto, upon which the
resignation or removal of the retiring Subordination Agent shall become
effective, and the successor Subordination Agent shall have all the rights,
powers and duties of the Subordination Agent under this Agreement. The successor
Subordination Agent shall mail a notice of its succession to the Liquidity
Provider and the Trustee. The retiring Subordination Agent shall promptly
transfer its rights under the Liquidity Facility and all of the property held by
it as Subordination Agent to the successor Subordination Agent.

            If a successor Subordination Agent does not take office within 60
days after the retiring Subordination Agent resigns or is removed, the retiring
Subordination Agent or the Trustee may petition any court of competent
jurisdiction for the appointment of a successor Subordination Agent.


<PAGE>

            If the Subordination Agent fails to comply with Section 6.9 hereof
(to the extent applicable), the Trustee or the Liquidity Provider may petition
any court of competent jurisdiction for the removal of the Subordination Agent
and the appointment of a successor Subordination Agent.

            Notwithstanding the foregoing, no resignation or removal of the
Subordination Agent shall be effective unless and until a successor has been
appointed. No appointment of a successor Subordination Agent shall be effective
unless and until the Rating Agencies shall have delivered a Ratings
Confirmation.

                                   ARTICLE IX

                           SUPPLEMENTS AND AMENDMENTS

            SECTION 9.1 AMENDMENTS, WAIVERS, ETC. (a) This Agreement may not be
supplemented, amended or modified without the consent of the Trustee (acting,
except in the case of any amendment pursuant to Section 3.6(e)(v)(y) hereof with
respect to any Replacement Liquidity Facility or any amendment contemplated by
the last sentence of this Section 9.1(a), with the consent of holders of the
Certificates evidencing interests in the Trust aggregating not less than a
majority in interest in the Trust or as otherwise authorized pursuant to the
Trust Agreement), the Subordination Agent and the Liquidity Provider; PROVIDED,
HOWEVER, that this Agreement may be supplemented, amended or modified without
the consent of the Trustee if such supplement, amendment or modification cures
an ambiguity or inconsistency or does not materially adversely affect the
Trustee or the holders of the Certificates; PROVIDED FURTHER, HOWEVER, that, if
such supplement, amendment or modification (A) would (x) directly or indirectly
modify or supersede, or otherwise conflict with, Section 2.2(b), Section 3.6(e),
Section 3.6(f) (other than the last sentence thereof), Section 3.6(l), the last
sentence of this Section 9.1(a), the second sentence of Section 10.6 or this
proviso (collectively, the "CONTINENTAL PROVISIONS") or (y) otherwise adversely
affect the interests of a potential Replacement Liquidity Provider or of
Continental with respect to its ability to replace the Liquidity Facility or
with respect to its payment obligations under any Operative Agreement or (B) is
made pursuant to the last sentence of this Section 9.1(a), then such supplement,
amendment or modification shall not be effective without the additional written
consent of Continental. Notwithstanding the foregoing, without the consent of
each Certificateholder and the Liquidity Provider, no supplement, amendment or
modification of this Agreement may (i) reduce the percentage of the interest in
the Trust evidenced by the Certificates issued by the Trust necessary to consent
to modify or amend any provision of this Agreement or to waive compliance
therewith or (ii) except as provided in the last sentence of this Section
9.1(a), modify Section 2.4, 3.2 or 3.3 hereof, relating to the distribution of
monies received by the Subordination Agent hereunder from the Equipment Notes or
pursuant to the Liquidity Facility. Nothing contained in this Section shall
require the consent of the Trustee at any time following the payment of
Triggering Event Distributions in full. If any Replacement Liquidity Facility in
accordance with Section 3.6(e) hereof is to be comprised of more than one
instrument or an instrument other than a revolving credit agreement, in each
case, as contemplated by the definition of the term "Replacement Liquidity
Facility", then each of the parties hereto agrees to amend this Agreement to
incorporate appropriate mechanics for multiple Liquidity Facilities or for such
instrument, as the case may be.


<PAGE>

            (b)   In the event that the Subordination Agent, as the registered
holder of any Equipment Notes, receives a request for its consent to any
amendment, modification, consent or waiver under such Equipment Notes, the
Indenture pursuant to which such Equipment Notes were issued, or the related
Lease, Participation Agreement or other related document, (i) if no Indenture
Default shall have occurred and be continuing with respect to such Indenture,
the Subordination Agent shall request directions with respect to each Series of
such Equipment Notes from the Trustee and shall vote or consent in accordance
with the directions of the Trustee and (ii) if any Indenture Default (which has
not been cured by the applicable Owner Trustee or the applicable Owner
Participant, if applicable, pursuant to Section 4.03 of such Indenture) shall
have occurred and be continuing with respect to such Indenture, the
Subordination Agent will exercise its voting rights as directed by the
Controlling Party, subject to Sections 4.1 and 4.4 hereof; PROVIDED that no such
amendment, modification or waiver shall, without the consent of the Liquidity
Provider, reduce the amount of rent, supplemental rent or stipulated loss values
payable by Continental under any Lease.

            SECTION 9.2 SUBORDINATION AGENT PROTECTED. If, in the reasonable
opinion of the institution acting as the Subordination Agent hereunder, any
document required to be executed pursuant to the terms of Section 9.1 affects
any right, duty, immunity or indemnity with respect to it under this Agreement
or the Liquidity Facility, the Subordination Agent may in its discretion decline
to execute such document.

            SECTION 9.3 EFFECT OF SUPPLEMENTAL AGREEMENTS. Upon the execution of
any amendment, consent or supplement hereto pursuant to the provisions hereof,
this Agreement shall be and be deemed to be and shall be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Agreement of the parties hereto
and beneficiaries hereof shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental agreement shall be and be
deemed to be and shall be part of the terms and conditions of this Agreement for
any and all purposes. In executing or accepting any supplemental agreement
permitted by this Article IX, the Subordination Agent shall be entitled to
receive, and shall be fully protected in relying upon, an opinion of counsel
stating that the execution of such supplemental agreement is authorized or
permitted by this Agreement.

            SECTION 9.4 NOTICE TO RATING AGENCIES. Promptly following its
receipt of each amendment, consent, modification, supplement or waiver
contemplated by this Article IX, the Subordination Agent shall send a copy
thereof to each Rating Agency.

                                    ARTICLE X

                                  MISCELLANEOUS

            SECTION 10.1 TERMINATION OF INTERCREDITOR AGREEMENT. Following
payment in full of Triggering Event Distributions and the payment in full of all
Liquidity Obligations to the Liquidity Provider and PROVIDED that there shall
then be no other amounts due to the Certificateholders, the Trustee, the
Liquidity Provider and the Subordination Agent hereunder or under the Trust

<PAGE>

Agreement, and that the commitment of the Liquidity Provider under the Liquidity
Facility shall have expired or been terminated, this Agreement and the trusts
created hereby shall terminate and this Agreement shall be of no further force
or effect. Except as aforesaid or otherwise provided, this Agreement and the
trusts created hereby shall continue in full force and effect in accordance with
the terms hereof.

            SECTION 10.2 INTERCREDITOR AGREEMENT FOR BENEFIT OF THE TRUSTEE, THE
LIQUIDITY PROVIDER AND THE SUBORDINATION AGENT. Subject to the second sentence
of Section 10.6 and the provisions of Section 4.4, nothing in this Agreement,
whether express or implied, shall be construed to give to any Person other than
the Trustee, the Liquidity Provider and the Subordination Agent any legal or
equitable right, remedy or claim under or in respect of this Agreement.

            SECTION 10.3 NOTICES. Unless otherwise expressly specified or
permitted by the terms hereof, all notices, requests, demands, authorizations,
directions, consents, waivers or documents provided or permitted by this
Agreement to be made, given, furnished or filed shall be in writing, mailed by
certified mail, postage prepaid, or by confirmed telecopy and

            (i) if to the Subordination Agent, addressed to at its office at:

                  WILMINGTON TRUST COMPANY
                  One Rodney Square
                  1100 N. Market Street
                  Wilmington, DE  19890-0001
                  Attention:  Corporate Trust Administration
                  Telecopy:   (302) 651-8882

            (ii) if to the Trustee, addressed to it at its office at:

                  WILMINGTON TRUST COMPANY
                  One Rodney Square
                  1100 N. Market Street
                  Wilmington, DE  19890-0001
                  Attention:  Corporate Trust Administration
                  Telecopy:   (302) 651-8882


<PAGE>

            (iii) if to the Liquidity Provider, addressed to it at its office
                  at:

                  CITIBANK, N.A.
                  2 Penns Way, Suite 200
                  New Castle, DE 19720
                  Reference:  Continental Airlines Pass Through Trust
                  2003-ERJ1
                  Attention: Laura Braack
                  Telephone: (302) 894-6058
                  Telecopy:  (302) 894-6120

            with a copy to:

                  CITIBANK, N.A. Global Aviation
                  388 Greenwich Street
                  23rd Floor
                  New York, NY 10013
                  Attention:  Gaylord Holmes
                  Telephone:  (212) 816-5138
                  Telecopy:   (212) 816-5705

Whenever any notice in writing is required to be given by the Trustee, the
Liquidity Provider or the Subordination Agent to any of the other of them, such
notice shall be deemed given and such requirement satisfied when such notice is
received. Any party hereto may change the address to which notices to such party
will be sent by giving notice of such change to the other parties to this
Agreement.

            SECTION 10.4 SEVERABILITY. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

            SECTION 10.5 NO ORAL MODIFICATIONS OR CONTINUING WAIVERS. No terms
or provisions of this Agreement may be changed, waived, discharged or terminated
orally, but only by an instrument in writing signed by the party or other Person
against whom enforcement of the change, waiver, discharge or termination is
sought and any other party or other Person whose consent is required pursuant to
this Agreement and any waiver of the terms hereof shall be effective only in the
specific instance and for the specific purpose given.

            SECTION 10.6 SUCCESSORS AND ASSIGNS. All covenants and agreements
contained herein shall be binding upon, and inure to the benefit of, each of the
parties hereto and the successors and assigns of each, all as herein provided.
In addition, the Continental Provisions shall inure to the benefit of
Continental and its successors and assigns, and (without limitation of the
foregoing) Continental is hereby constituted, and agreed to be, an express third
party beneficiary of the Continental Provisions.


<PAGE>

            SECTION 10.7 HEADINGS. The headings of the various Articles and
Sections herein and in the table of contents hereto are for convenience of
reference only and shall not define or limit any of the terms or provisions
hereof.

            SECTION 10.8 COUNTERPART FORM. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same agreement.

            SECTION 10.9 SUBORDINATION. (a) As between the Liquidity Provider,
on the one hand, and the Trustee and the Certificateholders, on the other hand,
and as among the Trustee and the Certificateholders, this Agreement shall be a
subordination agreement for purposes of Section 510 of the United States
Bankruptcy Code, as amended from time to time.

            (b)   Notwithstanding the provisions of this Agreement, if prior to
the payment in full to the Liquidity Provider of all Liquidity Obligations then
due and payable, any party hereto shall have received any payment or
distribution in respect of Equipment Notes or any other amount under the
Indentures or other Operative Agreements which, had the subordination provisions
of this Agreement been properly applied to such payment, distribution or other
amount, would not have been distributed to such Person, then such payment,
distribution or other amount shall be received and held in trust by such Person
and paid over or delivered to the Subordination Agent for application as
provided herein.

            (c)   If the Trustee, the Liquidity Provider or the Subordination
Agent receives any payment in respect of any obligations owing hereunder (or, in
the case of the Liquidity Provider, in respect of the Liquidity Obligations),
which is subsequently invalidated, declared preferential, set aside and/or
required to be repaid to a trustee, receiver or other party, then, to the extent
of such payment, such obligations (or, in the case of the Liquidity Provider,
such Liquidity Obligations) intended to be satisfied shall be revived and
continue in full force and effect as if such payment had not been received.

            (d)   The Trustee (on behalf of itself and the holders of
Certificates), the Liquidity Provider and the Subordination Agent confirm that
the payment priorities specified in Sections 2.4, 3.2 and 3.3 shall apply in all
circumstances, notwithstanding the fact that the obligations owed to the Trustee
and the holders of Certificates are secured by certain assets and the Liquidity
Obligations may not be so secured. The Trustee expressly agrees (on behalf of
itself and the holders of Certificates) not to assert priority over the holders
of Liquidity Obligations due to their status as secured creditors in any
bankruptcy, insolvency or other legal proceeding.

            (e)   Each of the Trustee (on behalf of itself and the holders of
the Certificates), the Liquidity Provider and the Subordination Agent may take
any of the following actions without impairing its rights under this Agreement:

            (i) obtain a Lien on any property to secure any amounts owing to it
      hereunder, including, in the case of the Liquidity Provider, the Liquidity
      Obligations,


<PAGE>

            (ii) obtain the primary or secondary obligation of any other obligor
      with respect to any amounts owing to it hereunder, including, in the case
      of the Liquidity Provider, any of the Liquidity Obligations,

            (iii) renew, extend, increase, alter or exchange any amounts owing
      to it hereunder, including, in the case of the Liquidity Provider, any of
      the Liquidity Obligations, or release or compromise any obligation of any
      obligor with respect thereto,

            (iv) refrain from exercising any right or remedy, or delay in
      exercising such right or remedy, which it may have, or

            (v) take any other action which might discharge a subordinated party
      or a surety under applicable law;

PROVIDED, HOWEVER, that the taking of any such actions by the Trustee, the
Liquidity Provider or the Subordination Agent shall not prejudice the rights or
adversely affect the obligations of any other party under this Agreement.

            SECTION 10.10 GOVERNING LAW. THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.

            SECTION 10.11 SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL. (a)
Each of the parties hereto hereby irrevocably and unconditionally:

            (i) submits for itself and its property in any legal action or
      proceeding relating to this Agreement or any other Operative Agreement, or
      for recognition and enforcement of any judgment in respect hereof or
      thereof, to the nonexclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and the appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
      such courts, and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially similar form of mail), postage
      prepaid, to each party hereto at its address set forth in Section 10.3
      hereof, or at such other address of which the other parties shall have
      been notified pursuant thereto; and

            (iv) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction.


<PAGE>

            (b)   EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS
RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM RELATING TO THE
SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS BEING ESTABLISHED,
including, without limitation, contract claims, tort claims, breach of duty
claims and all other common law and statutory claims. Each of the parties
warrants and represents that it has reviewed this waiver with its legal counsel,
and that it knowingly and voluntarily waives its jury trial rights following
consultation with such legal counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE
MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.



<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, and acknowledge that this Agreement has
been made and delivered in the City of New York, and this Agreement has become
effective only upon such execution and delivery.

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


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



                                       CITIBANK, N.A., as Liquidity Provider


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



                                       WILMINGTON TRUST COMPANY, not in its
                                             individual capacity except as
                                             expressly set forth herein but
                                             solely as Subordination Agent and
                                             trustee


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