Escrow and Paying Agent Agreement (Class C), dated as of April 10, 2007


    


    


    ESCROW
      AND PAYING AGENT AGREEMENT

    (Class
      C)

     

    Dated
      as
      of April 10, 2007

     

    among

     

    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION

     

    as
      Escrow
      Agent

     

    MORGAN
      STANLEY & CO. INCORPORATED,

    


    CREDIT
      SUISSE SECURITIES (USA) LLC,

    


    MERRILL
      LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

    


    CITIGROUP
      GLOBAL MARKETS INC.,

    


    UBS
      SECURITIES LLC,

    


    CALYON
      SECURITIES (USA) INC.

    


    and

    


    J.P.
      MORGAN SECURITIES INC.

    


    as
      Underwriters

     

    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity,

    but
      solely as Pass Through Trustee

    for
      and
      on behalf of

    Continental
      Airlines Pass Through Trust 2007-1C-O

     

    as
      Pass
      Through Trustee

     

    and

     

    WILMINGTON
      TRUST COMPANY

     

    as
      Paying
      Agent

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    cv

    
      	
               

              SECTION
                1. Escrow Agent

            	
               

              2

            
	 	 
	
              Section
                1.01. Appointment of Escrow Agent

            	
              2

            
	
              Section
                1.02. Instruction; Etc.

            	
              3

            
	
              Section
                1.03. Initial Escrow Amount; Issuance of Escrow
                Receipts

            	
              4

            
	
              Section
                1.04. Payments to Receiptholders

            	
              4

            
	
              Section
                1.05. Mutilated, Destroyed, Lost or Stolen Escrow
                Receipt

            	
              5

            
	
              Section
                1.06. Additional Escrow Amounts

            	
              5

            
	
              Section
                1.07. Resignation or Removal of Escrow
                Agent

            	
              5

            
	
              Section
                1.08. Persons Deemed Owners

            	
              6

            
	
              Section
                1.09. Further Assurances

            	
              6

            
	
               

              SECTION
                2. Paying Agent

            	
               

              6

            
	 	 
	
              Section
                2.01. Appointment of Paying Agent

            	
              6

            
	
              Section
                2.02. Establishment of Paying Agent
                Account

            	
              7

            
	
              Section
                2.03. Payments from Paying Agent
                Account

            	
              7

            
	
              Section
                2.04. Withholding Taxes

            	
              8

            
	
              Section
                2.05. Resignation or Removal of Paying
                Agent

            	
              8

            
	
              Section
                2.06. Notice of Final Withdrawal

            	
              8

            
	
               

              SECTION
                3. Payments

            	
               

              9

            
	
               

              SECTION
                4. Other Actions

            	
               

              9

            
	
               

              SECTION
                5. Representations and Warranties of the Escrow
                Agent

            	
               

              9

            
	
               

              SECTION
                6. Representations and Warranties of the Paying
                Agent

            	
               

              10

            
	
               

              SECTION
                7. Indemnification

            	
               

              11

            
	
               

              SECTION
                8. Amendment, Etc.

            	
               

              12

            
	
               

              SECTION
                9. Notices

            	
               

              12

            
	
               

              SECTION
                10. Transfer

            	
               

              13

            
	
               

              SECTION
                11. Entire Agreement

            	
               

              13

            
	
               

              SECTION
                12. Governing Law

            	
               

              13

            
	
               

              SECTION
                13. Waiver of Jury Trial Right

            	
               

              13

            
	
               

              SECTION
                14. Counterparts

            	
               

              13

            
	
               

              SECTION
                15. Rights of Holders

            	
               

              13

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Exhibit
                A

            	
              Escrow
                Receipt

            
	 	 
	
              Exhibit
                B

            	
              Withdrawal
                Certificate

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
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    ESCROW
      AND PAYING AGENT AGREEMENT (Class C) dated as of April 10, 2007 (as amended,
      modified or supplemented from time to time, this “Agreement”)
      among
      WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
      association, as Escrow Agent (in such capacity, together with its successors
      in
      such capacity, the “Escrow
      Agent”);
      MORGAN STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC,
      MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL MARKETS
      INC., UBS SECURITIES LLC, CALYON SECURITIES (USA) INC. and J.P. MORGAN
      SECURITIES INC. as Underwriters of the Certificates referred to below (the
      “Underwriters”
and
      together with their respective transferees and assigns as registered owners
      of
      the Certificates, the “Investors”)
      under
      the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a
      Delaware banking corporation, not in its individual capacity except as otherwise
      expressly provided herein, but solely as trustee (in such capacity, together
      with its successors in such capacity, the “Pass
      Through Trustee”)
      under
      the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST
      COMPANY, a Delaware banking corporation, as paying agent hereunder (in such
      capacity, together with its successors in such capacity, the “Paying
      Agent”).

    


    WITNESSETH

    


    WHEREAS,
      Continental Airlines, Inc. (“Continental”)
      and
      the Pass Through Trustee have entered into a Trust Supplement, dated as of
      April
      10, 2007 (the “Trust
      Supplement”),
      to
      the Pass Through Trust Agreement, dated as of September 25, 1997 (together,
      as
      amended, modified or supplemented from time to time in accordance with the
      terms
      thereof, the “Pass
      Through Trust Agreement”)
      relating to Continental Airlines Pass Through Trust 2007-1C-O (the “Pass
      Through Trust”)
      pursuant to which the Continental Airlines Pass Through Trust, Series 2007-1C-O
      Certificates referred to therein (the “Certificates”)
      are
      being issued (the date of such issuance, the “Issuance
      Date”);
      

     

    WHEREAS,
      Continental and the Underwriters have entered into an Underwriting Agreement
      dated as of March 27, 2007 (as amended, modified or supplemented from time
      to
      time in accordance with the terms thereof, the “Underwriting
      Agreement”)
      pursuant to which the Pass Through Trustee will issue and sell the Certificates
      to the Underwriters; 

     

    WHEREAS,
      Continental, the Pass Through Trustee, certain other pass through trustees
      and
      certain other persons concurrently herewith are entering into the Note Purchase
      Agreement, dated as of the date hereof (the “Note
      Purchase Agreement”),
      pursuant to which the Pass Through Trustee has agreed to acquire from time
      to
      time on or prior to the Delivery Period Termination Date (as defined in the
      Note
      Purchase Agreement) equipment notes (the “Equipment
      Notes”)
      issued
      to finance the acquisition of aircraft by Continental, as owner, utilizing
      a
      portion of the proceeds from the sale of the Certificates (the “Net
      Proceeds”);
      

     

    WHEREAS,
      the Underwriters and the Pass Through Trustee intend that the Net Proceeds
      be
      held in escrow by the Escrow Agent on behalf of the Investors, subject to
      withdrawal upon request by the Pass Through Trustee and satisfaction of the
      conditions set forth in the Note Purchase Agreement for the purpose of
      purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds
      be
      deposited on behalf of the Escrow Agent with Credit Suisse, New York Branch,
      as
      Depositary (the “Depositary”,
      which
      shall also be deemed to 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    refer
      to
      any Replacement Depositary (as defined in the Note Purchase Agreement) from
      and
      after the date on which the Deposits are transferred to such Replacement
      Depositary) under the Deposit Agreement, dated as of the date hereof between
      the
      Depositary and the Escrow Agent relating to the Pass Through Trust (as amended,
      modified, supplemented or replaced from time to time in accordance with the
      terms thereof, the “Deposit
      Agreement”,
      which
      shall also be deemed to refer to any Replacement Deposit Agreement (as defined
      in the Note Purchase Agreement) to which the Escrow Agent becomes a party
      pursuant to Section 1.02(a) hereof from and after the transfer of the Deposits
      from the Depositary to the Replacement Depositary) pursuant to which, among
      other things, the Depositary will pay interest for distribution to the Investors
      and establish accounts from which the Escrow Agent shall make withdrawals upon
      request of and proper certification by the Pass Through Trustee;

     

    WHEREAS,
      the Escrow Agent wishes to appoint the Paying Agent to pay amounts required
      to
      be distributed to the Investors in accordance with this Agreement;
      and

     

    WHEREAS,
      capitalized terms used but not defined herein shall have the meanings ascribed
      to such terms in the Pass Through Trust Agreement.

     

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

     

    SECTION
      1. Escrow
      Agent.

     

    Section
      1.01. Appointment
      of Escrow Agent. 
      Each
      of
      the Underwriters, for and on behalf of each of the Investors, hereby irrevocably
      appoints, authorizes and directs the Escrow Agent to act as escrow agent and
      fiduciary hereunder and under the Deposit Agreement for such specific purposes
      and with such powers as are specifically delegated to the Escrow Agent by the
      terms of this Agreement, together with such other powers as are reasonably
      incidental thereto. Any and all money received and held by the Escrow Agent
      under this Agreement or the Deposit Agreement shall be held in escrow by the
      Escrow Agent in accordance with the terms of this Agreement. This Agreement
      is
      irrevocable and the Investors' rights with respect to any monies received and
      held in escrow by the Escrow Agent under this Agreement or the Deposit Agreement
      shall only be as provided under the terms and conditions of this Agreement
      and
      the Deposit Agreement. The Escrow Agent (which term as used in this sentence
      shall include reference to its affiliates and its own and its affiliates'
      officers, directors, employees and agents): (a) shall have no duties or
      responsibilities except those expressly set forth in this Agreement; (b) shall
      not be responsible to the Pass Through Trustee or the Investors for any
      recitals, statements, representations or warranties of any person other then
      itself contained in this Agreement or the Deposit Agreement or for the failure
      by the Pass Through Trustee, the Investors or any other person or entity (other
      than the Escrow Agent) to perform any of its obligations hereunder (whether
      or
      not the Escrow Agent shall have any knowledge thereof); and (c) shall not be
      responsible for any action taken or omitted to be taken by it hereunder or
      provided for herein or in connection herewith, except for its own willful
      misconduct or gross negligence (or simple negligence in connection with the
      handling of funds).

     

     


    
      
        
        

      

      
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    Section
      1.02. Instruction;
      Etc. 
      The
      Underwriters, for and on behalf of each of the Investors, hereby irrevocably
      instruct the Escrow Agent, and the Escrow Agent agrees:

     

    (a)
      to
      enter into the Deposit Agreement, and, if requested by the Company pursuant
      to
      Section 4(a)(vii) of the Note Purchase Agreement, to enter into a Replacement
      Deposit Agreement with the Replacement Depositary specified by the
      Company;

     

    (b)
      to
      appoint the Paying Agent as provided in this Agreement;

     

    (c)
      upon
      receipt at any time and from time to time prior to the Termination Date (as
      defined below) of a certificate substantially in the form of Exhibit B hereto
      (a
“Withdrawal
      Certificate”)
      executed by the Pass Through Trustee, together with an attached Notice of
      Purchase Withdrawal in substantially the form of Exhibit A to the Deposit
      Agreement duly completed by the Pass Through Trustee (the “Applicable
      Notice of Purchase Withdrawal”
and
      the
      withdrawal to which it relates, a “Purchase
      Withdrawal”),
      immediately to execute the Applicable Notice of Purchase Withdrawal as Escrow
      Agent and transmit it to the Depositary by facsimile transmission in accordance
      with the Deposit Agreement; provided
      that,
      upon the request of the Pass Through Trustee after such transmission, the Escrow
      Agent shall cancel such Applicable Notice of Purchase Withdrawal;

     

    (d)
      upon
      receipt of a Withdrawal Certificate executed by the Pass Through Trustee,
      together with an attached Notice of Replacement Withdrawal in substantially
      the
      form of Exhibit C to the Deposit Agreement duly completed by the Pass Through
      Trustee, to:

     

    (X)
      give
      such Notice of Replacement Withdrawal to the Depositary requesting a withdrawal,
      on the date specified in such notice, which shall not be less than five Business
      Days after such notice is given (the “Replacement
      Withdrawal Date”),
      of
      all Deposits then held by the Depositary together with all accrued and unpaid
      interest on such Deposits to but excluding the Replacement Withdrawal Date;
      and


     

    (Y)
      direct the Depositary to transfer such Deposits and accrued interest on behalf
      of the Escrow Agent to the Replacement Depositary in accordance with the
      Replacement Deposit Agreement; and 

     

    (e)
      if
      there are any undrawn Deposits (as defined in the Deposit Agreement) on the
      “Termination
      Date”,
      which
      shall mean the earlier of (i) September 30, 2009 (provided that, if a labor
      strike occurs or continues at The Boeing Company after the Issuance Date and
      prior to September 30, 2009 (a “Labor
      Strike”),
      such
      date shall be extended by adding thereto the number of days that such strike
      continued in effect after the Issuance Date (the “Additional
      Days”)
      and
      (ii) the day on which the Escrow Agent receives notice from the Pass Through
      Trustee that the Pass Through Trustee's obligation to purchase Equipment Notes
      under the Note Purchase Agreement has terminated, to immediately give notice
      to
      the Depositary (with a copy to the Paying Agent) substantially in the form
      of
      Exhibit B to the Deposit Agreement requesting a withdrawal of all of the


     


    
      
        
        

      

      
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    remaining
      Deposits, together with accrued and unpaid interest on such Deposits to the
      date
      of withdrawal, on the 25th
      day
      after the date that such notice of withdrawal is given to the Depositary (or,
      if
      not a Business Day, on the next succeeding Business Day) (a “Final
      Withdrawal”),
      provided
      that if
      the day scheduled for the Final Withdrawal in accordance with the foregoing
      is
      within 10 days before or after a Regular Distribution Date, then the Escrow
      Agent shall request that such requested Final Withdrawal be made on such Regular
      Distribution Date (the date of such requested withdrawal, the “Final
      Withdrawal Date”).
      

     

    If
      for
      any reason the Escrow Agent shall have failed to give the Final Withdrawal
      Notice to the Depositary on or before October 9, 2009 (provided
      that if
      a Labor Strike occurs or continues, such date shall be extended by the
      Additional Days), and there are unwithdrawn Deposits on such date, the Final
      Withdrawal Date shall be deemed to be October 31, 2009 (provided
      that if
      a Labor Strike occurs or continues, such date shall be extended by the
      Additional Days).

     

    Section
      1.03. Initial
      Escrow Amount; Issuance of Escrow Receipts. 
      The
      Escrow Agent hereby directs the Underwriters to, and the Underwriters hereby
      acknowledge that on the date hereof they shall, irrevocably deliver to the
      Depositary on behalf of the Escrow Agent, an amount in U.S. dollars
      (“Dollars”)
      and
      immediately available funds equal to $168,198,000 for deposit on behalf of
      the
      Escrow Agent with the Depositary in accordance with Section 2.1 of the Deposit
      Agreement. The Underwriters hereby instruct the Escrow Agent, upon receipt
      of
      such sum from the Underwriters, to confirm such receipt by executing and
      delivering to the Pass Through Trustee an Escrow Receipt in the form of Exhibit
      A hereto (an “Escrow
      Receipt”),
      (a)
      to be affixed by the Pass Through Trustee to each Certificate and (b) to
      evidence the same percentage interest (the “Escrow
      Interest”)
      in the
      Account Amounts (as defined below) as the Fractional Undivided Interest in
      the
      Pass Through Trust evidenced by the Certificate to which it is to be affixed.
      The Escrow Agent shall provide to the Pass Through Trustee for attachment to
      each Certificate newly issued under and in accordance with the Pass Through
      Trust Agreement an executed Escrow Receipt as the Pass Through Trustee may
      from
      time to time request of the Escrow Agent. Each Escrow Receipt shall be
      registered by the Escrow Agent in a register (the “Register”)
      maintained by the Escrow Agent in the name of the same holder that is the holder
      of the Certificate to which it is attached and may not thereafter be detached
      from such Certificate to which it is to be affixed prior to the distribution
      of
      the Final Withdrawal (the “Final
      Distribution”).
      After
      the Final Distribution, no additional Escrow Receipts shall be issued and the
      Pass Through Trustee shall request the return to the Escrow Agent for
      cancellation of all outstanding Escrow Receipts.

     

    Section
      1.04. Payments
      to Receiptholders. 
      All
      payments and distributions made to holders of an Escrow Receipt (collectively
      “Receiptholders”)
      in
      respect of the Escrow Receipt shall be made only from amounts deposited in
      the
      Paying Agent Account (as defined below) (“Account
      Amounts”).
      Each
      Receiptholder, by its acceptance of an Escrow Receipt, agrees that (a) it will
      look solely to the Account Amounts for any payment or distribution due to such
      Receiptholder pursuant to the terms of the Escrow Receipt and this Agreement
      (subject to Section 15 hereof) and (b) it will have no recourse to Continental,
      the Pass Through Trustee, the Paying Agent or the Escrow Agent, except as
      expressly provided herein or in the Pass Through Trust Agreement. No
      Receiptholder shall have any right to vote or in any manner otherwise control
      the operation and management of the Paying Agent Account or the obligations
      of
      the 

     


    
      
        
        

      

      
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    parties
      hereto, nor shall anything set forth herein, or contained in the terms of the
      Escrow Receipt, be construed so as to constitute the Receiptholders from time
      to
      time as partners or members of an association. 

     

    Section
      1.05. Mutilated,
      Destroyed, Lost or Stolen Escrow Receipt. 
      If
      (a)
      any mutilated Escrow Receipt is surrendered to the Escrow Agent or the Escrow
      Agent receives evidence to its satisfaction of the destruction, loss or theft
      of
      any Escrow Receipt and (b) there is delivered to the Escrow Agent and the
      Pass Through Trustee such security, indemnity or bond, as may be required by
      them to hold each of them harmless, then, absent notice to the Escrow Agent
      or
      the Pass Through Trustee that such destroyed, lost or stolen Escrow Receipt
      has
      been acquired by a bona fide purchaser, and provided that the requirements
      of
      Section 8-405 of the Uniform Commercial Code in effect in any applicable
      jurisdiction are met, the Escrow Agent shall execute, authenticate and deliver,
      in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
      Escrow Receipt, a new Escrow Receipt or Escrow Receipts and of like Escrow
      Interest in the Account Amounts and bearing a number not contemporaneously
      outstanding.

     

    In
      connection with the issuance of any new Escrow Receipt under this Section 1.05,
      the Escrow Agent may require the payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Pass Through Trustee and the
      Escrow Agent) connected therewith.

     

    Any
      duplicate Escrow Receipt issued pursuant to this Section 1.05 shall constitute
      conclusive evidence of the appropriate Escrow Interest in the Account Amounts,
      as if originally issued, whether or not the lost, stolen or destroyed Escrow
      Receipt shall be found at any time.

     

    The
      provisions of this Section are exclusive and shall preclude (to the extent
      lawful) all other rights and remedies with respect to the replacement or payment
      of mutilated, destroyed, lost or stolen Escrow Receipts.

     

    Section
      1.06. Additional
      Escrow Amounts. 
      On
      the
      date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with
      the Depositary some or all of the amounts so withdrawn in accordance with
      Section 2.5 of the Deposit Agreement. 

     

    Section
      1.07. Resignation
      or Removal of Escrow Agent. 
      Subject
      to the appointment and acceptance of a successor Escrow Agent as provided below,
      the Escrow Agent may resign at any time by giving 30 days' prior written notice
      thereof to the Investors, but may not otherwise be removed except for cause
      by
      the written consent of the Investors with respect to Investors representing
      Escrow Interests aggregating not less than a majority in interest in the Account
      Amounts (an “Action
      of Investors”).
      Upon
      any such resignation or removal, the Investors, by an Action of Investors,
      shall
      have the right to appoint a successor Escrow Agent. If no successor Escrow
      Agent
      shall have been so appointed and shall have accepted such appointment within
      30
      days after the retiring Escrow Agent's giving of notice of resignation or the
      removal of the retiring Escrow Agent, then the retiring Escrow Agent may appoint
      a successor Escrow Agent. Any successor Escrow Agent shall be a bank which
      has
      an office in the United States with a combined capital and surplus of at least
      $100,000,000. Upon the acceptance of any appointment as Escrow Agent hereunder
      by a successor Escrow Agent, such successor Escrow Agent shall enter into such
      documents as the Pass Through Trustee shall 

     


    
      
        
        

      

      
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    require
      and shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the retiring Escrow Agent, and the retiring Escrow
      Agent shall be discharged from its duties and obligations hereunder. No
      resignation or removal of the Escrow Agent shall be effective unless a written
      confirmation shall have been obtained from each of Moody's Investors Service,
      Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill
      Companies, Inc., that the replacement of the Escrow Agent with the successor
      Escrow Agent will not result in (a) a reduction of the rating for the
      Certificates below the then current rating for the Certificates or (b) a
      withdrawal or suspension of the rating of the Certificates.

     

    Section
      1.08. Persons
      Deemed Owners. 
      Prior
      to
      due presentment of a Certificate for registration of transfer, the Escrow Agent
      and the Paying Agent may treat the Person in whose name any Escrow Receipt
      is
      registered (as of the day of determination) as the owner of such Escrow Receipt
      for the purpose of receiving distributions pursuant to this Agreement and for
      all other purposes whatsoever, and neither the Escrow Agent nor the Paying
      Agent
      shall be affected by any notice to the contrary.

     

    Section
      1.09. Further
      Assurances. 
      The
      Escrow Agent agrees to take such actions, and execute such other documents,
      as
      may be reasonably requested by the Pass Through Trustee in order to effectuate
      the purposes of this Agreement and the performance by the Escrow Agent of its
      obligations hereunder.

     

    SECTION
      2. Paying
      Agent.

    


    Section
      2.01. Appointment
      of Paying Agent.
      The
      Escrow Agent hereby irrevocably appoints and authorizes the Paying Agent to
      act
      as its paying agent hereunder, for the benefit of the Investors, for such
      specific purposes and with such powers as are specifically delegated to the
      Paying Agent by the terms of this Agreement, together with such other powers
      as
      are reasonably incidental thereto. Any and all money received and held by the
      Paying Agent under this Agreement or the Deposit Agreement shall be held in
      the
      Paying Agent Account for the benefit of the Investors. The Paying Agent (which
      term as used in this sentence shall include reference to its affiliates and
      its
      own and its affiliates' officers, directors, employees and agents): (a) shall
      have no duties or responsibilities except those expressly set forth in this
      Agreement, and shall not by reason of this Agreement be a trustee for the Escrow
      Agent; (b) shall not be responsible to the Escrow Agent for any recitals,
      statements, representations or warranties of any person other then itself
      contained in this Agreement or for the failure by the Escrow Agent or any other
      person or entity (other than the Paying Agent) to perform any of its obligations
      hereunder (whether or not the Paying Agent shall have any knowledge thereof);
      and (c) shall not be responsible for any action taken or omitted to be taken
      by
      it hereunder or provided for herein or in connection herewith, except for its
      own willful misconduct or gross negligence (or simple negligence in connection
      with the handling of funds).

     


    
      
        
        

      

      
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    Section
      2.02. Establishment
      of Paying Agent Account. 
      The
      Paying Agent shall establish a deposit account (the “Paying
      Agent Account”)
      at
      Wilmington Trust Company in the name of the Escrow Agent. It is expressly
      understood by the parties hereto that the Paying Agent is acting as the paying
      agent of the Escrow Agent hereunder and that no amounts on deposit in the Paying
      Agent Account constitute part of the Trust Property.

     

    Section
      2.03. Payments
      from Paying Agent Account. 
      The
      Escrow Agent hereby irrevocably instructs the Paying Agent, and the Paying
      Agent
      agrees to act, as follows: 

     

    (a) On
      each
      Interest Payment Date (as defined in the Deposit Agreement) or as soon
      thereafter as the Paying Agent has confirmed receipt in the Paying Agent Account
      from the Depositary of any amount in respect of accrued interest on the
      Deposits, the Paying Agent shall distribute out of the Paying Agent Account
      the
      entire amount deposited therein by the Depositary. There shall be so distributed
      to each Receiptholder of record on the 15th day (whether or not a Business
      Day)
      preceding such Interest Payment Date by check mailed to such Receiptholder,
      at
      the address appearing in the Register, such Receiptholder's pro rata share
      (based on the Escrow Interest in the Account Amounts held by such Receiptholder)
      of the total amount of interest deposited by the Depositary in the Paying Agent
      Account on such date, except that, with respect to Escrow Receipts registered
      on
      the Record Date in the name of The Depository Trust Company (“DTC”),
      such
      distribution shall be made by wire transfer in immediately available funds
      to
      the account designated by DTC. 

     

    (b) Upon
      the
      confirmation by the Paying Agent of receipt in the Paying Agent Account from
      the
      Depositary of any amount in respect of the Final Withdrawal, the Paying Agent
      shall forthwith distribute the entire amount of the Final Withdrawal deposited
      therein by the Depositary. There shall be so distributed to each Receiptholder
      of record on the 15th day (whether or not a Business Day) preceding the Final
      Withdrawal Date by check mailed to such Receiptholder, at the address appearing
      in the Register, such Receiptholder's pro rata share (based on the Escrow
      Interest in the Account Amounts held by such Receiptholder) of the total amount
      in the Paying Agent Account on account of such Final Withdrawal, except that,
      with respect to Escrow Receipts registered on the Record Date in the name of
      DTC, such distribution shall be made by wire transfer in immediately available
      funds to the account designated by DTC.

     

    (c) If
      any
      payment of interest or principal in respect of the Final Withdrawal is not
      received by the Paying Agent within five days of the applicable date when due,
      then it shall be distributed to Receiptholders after actual receipt by the
      Paying Agent on the same basis as a Special Payment is distributed under the
      Pass Through Trust Agreement.

     

    (d) The
      Paying Agent shall include with any check mailed pursuant to this Section any
      notice required to be distributed under the Pass Through Trust Agreement that
      is
      furnished to the Paying Agent by the Pass Through Trustee.

     

     


    
      
        
        

      

      
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    Section
      2.04. Withholding
      Taxes. 
      The
      Paying Agent shall exclude and withhold from each distribution of accrued
      interest on the Deposits (as defined in the Deposit Agreement) and any amount
      in
      respect of the Final Withdrawal any and all withholding taxes applicable thereto
      as required by law. The Paying Agent agrees to act as such withholding agent
      and, in connection therewith, whenever any present or future taxes or similar
      charges are required to be withheld with respect to any amounts payable in
      respect of the Deposits (as defined in the Deposit Agreement) or the escrow
      amounts, to withhold such amounts and timely pay the same to the appropriate
      authority in the name of and on behalf of the Receiptholders, that it will
      file
      any necessary withholding tax returns or statements when due, and that, as
      promptly as possible after the payment thereof, it will deliver to each such
      Receiptholder appropriate documentation showing the payment thereof, together
      with such additional documentary evidence as such Receiptholder may reasonably
      request from time to time. The Paying Agent agrees to file any other information
      reports as it may be required to file under United States law.

     

    Section
      2.05. Resignation
      or Removal of Paying Agent. 
      Subject
      to the appointment and acceptance of a successor Paying Agent as provided below,
      the Paying Agent may resign at any time by giving 30 days' prior written notice
      thereof to the Escrow Agent, but may not otherwise be removed except for cause
      by the Escrow Agent. Upon any such resignation or removal, the Escrow Agent
      shall have the right to appoint a successor Paying Agent. If no successor Paying
      Agent shall have been so appointed and shall have accepted such appointment
      within 30 days after the retiring Paying Agent's giving of notice of resignation
      or the removal of the retiring Paying Agent, then the retiring Paying Agent
      may
      appoint a successor Paying Agent. Any successor Paying Agent shall be a bank
      which has an office in the United States with a combined capital and surplus
      of
      at least $100,000,000. Upon the acceptance of any appointment as Paying Agent
      hereunder by a successor Paying Agent, such successor Paying Agent shall enter
      into such documents as the Escrow Agent shall require and shall thereupon
      succeed to and become vested with all the rights, powers, privileges and duties
      of the retiring Paying Agent, and the retiring Paying Agent shall be discharged
      from its duties and obligations hereunder. 

     

    Section
      2.06. Notice
      of Final Withdrawal. 
      Promptly
      after receipt by the Paying Agent of notice that the Escrow Agent has requested
      a Final Withdrawal or that a Final Withdrawal will be made, the Paying Agent
      shall cause notice of the distribution of the Final Withdrawal to be mailed
      to
      each of the Receiptholders at its address as it appears in the Register. Such
      notice shall be mailed not less than 15 days prior to the Final Withdrawal
      Date.
      Such notice shall set forth:

     

    (i) the
      Final
      Withdrawal Date and the date for determining Receiptholders of record who shall
      be entitled to receive distributions in respect of the Final Withdrawal,


     

    (ii) the
      amount of the payment in respect of the Final Withdrawal for each $1,000 face
      amount Certificate (based on information provided by the Pass Through Trustee)
      and the amount thereof constituting unused Deposits (as defined in the Deposit
      Agreement) and interest thereon, and

     

    (iii) if
      the
      Final Withdrawal Date is the same date as a Regular Distribution Date, the
      total
      amount to be received on such date for each $1,000 

     


    
      
        
        

      

      
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    face
      amount Certificate (based on information provided by the Pass Through
      Trustee).

     

    Such
      mailing may include any notice required to be given to Certificateholders in
      connection with such distribution pursuant to the Pass Through Trust
      Agreement.

     

    SECTION
      3. Payments. 
      If,
      notwithstanding the instructions in Section 4 of the Deposit Agreement that
      all
      amounts payable to the Escrow Agent under the Deposit Agreement be paid by
      the
      Depositary directly to the Paying Agent, the Pass Through Trustee or a
      Replacement Depositary (depending on the circumstances), the Escrow Agent
      receives any payment thereunder, then the Escrow Agent shall forthwith pay
      such
      amount in Dollars and in immediately available funds by wire transfer to (a)
      in
      the case of a payment of accrued interest on the Deposits (as defined in the
      Deposit Agreement) or any Final Withdrawal, directly to the Paying Agent
      Account, (b) in the case of any Purchase Withdrawal, directly to the Pass
      Through Trustee or its designee as specified and in the manner provided in
      the
      Applicable Notice of Purchase Withdrawal and (c) in the case of any Replacement
      Withdrawal, to the Replacement Depositary as provided in the Replacement
      Depositary Agreement. The Escrow Agent hereby waives any and all rights of
      set-off, combination of accounts, right of retention or similar right (whether
      arising under applicable law, contract or otherwise) it may have against amounts
      payable to the Paying Agent howsoever arising. 

     

    SECTION
      4. Other
      Actions. 
      The
      Escrow Agent shall take such other actions under or in respect of the Deposit
      Agreement (including, without limitation, the enforcement of the obligations
      of
      the Depositary thereunder) as the Investors, by an Action of Investors, may
      from
      time to time request. 

     

    SECTION
      5. Representations
      and Warranties of the Escrow Agent. 
      The
      Escrow Agent represents and warrants to Continental, the Investors, the Paying
      Agent and the Pass Through Trustee as follows:

     

    (i) it
      is a
      national banking association duly organized and validly existing in good
      standing under the laws of the United States of America;

     

    (ii) it
      has
      full power, authority and legal right to conduct its business and operations
      as
      currently conducted and to enter into and perform its obligations under this
      Agreement, the Deposit Agreement and any Replacement Deposit
      Agreement;

     

    (iii) the
      execution, delivery and performance of each of this Agreement, the Deposit
      Agreement and any Replacement Deposit Agreement have been duly authorized by
      all
      necessary corporate action on the part of it and do not require any stockholder
      approval, or approval or consent of any trustee or holder of any indebtedness
      or
      obligations of it, and each such document (other than a Replacement Deposit
      Agreement) has been duly executed and delivered by it and constitutes its legal,
      valid and binding obligations enforceable against it in accordance with the
      terms hereof or thereof except as such enforceability may be limited by
      bankruptcy, insolvency, moratorium, reorganization or other similar laws or
      equitable principles of general application to or affecting the enforcement
      

     


    
      
        
        

      

      
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    of
      creditors' rights generally (regardless of whether such enforceability is
      considered in a proceeding in equity or at law);

     

    (iv) no
      authorization, consent or approval of or other action by, and no notice to
      or
      filing with, any United States federal or state governmental authority or
      regulatory body is required for the execution, delivery or performance by it
      of
      this Agreement, the Deposit Agreement or any Replacement Deposit
      Agreement;

     

    (v) neither
      the execution, delivery or performance by it of this Agreement, the Deposit
      Agreement or any Replacement Deposit Agreement, nor compliance with the terms
      and provisions hereof or thereof, conflicts or will conflict with or results
      or
      will result in a breach or violation of any of the terms, conditions or
      provisions of, or will require any consent or approval under, any law,
      governmental rule or regulation or the charter documents, as amended, or bylaws,
      as amended, of it or any similar instrument binding on it or any order, writ,
      injunction or decree of any court or governmental authority against it or by
      which it or any of its properties is bound or any indenture, mortgage or
      contract or other agreement or instrument to which it is a party or by which
      it
      or any of its properties is bound, or constitutes or will constitute a default
      thereunder or results or will result in the imposition of any lien upon any
      of
      its properties; and

     

    (vi) there
      are
      no pending or, to its knowledge, threatened actions, suits, investigations
      or
      proceedings (whether or not purportedly on behalf of it) against or affecting
      it
      or any of its property before or by any court or administrative agency which,
      if
      adversely determined, (A) would adversely affect the ability of it to perform
      its obligations under this Agreement, the Deposit Agreement or any Replacement
      Deposit Agreement or (B) would call into question or challenge the validity
      of
      this Agreement or the Deposit Agreement or the enforceability hereof or thereof
      in accordance with the terms hereof or thereof, nor is the Escrow Agent in
      default with respect to any order of any court, governmental authority,
      arbitration board or administrative agency so as to adversely affect its ability
      to perform its obligations under this Agreement or the Deposit
      Agreement.

     

    SECTION
      6. Representations
      and Warranties of the Paying Agent. 
      The
      Paying Agent represents and warrants to Continental, the Investors, the Escrow
      Agent and the Pass Through Trustee as follows:

     

    (i) it
      is a
      Delaware banking company duly organized and validly existing in good standing
      under the laws of its jurisdiction of incorporation; 

     

    (ii) it
      has
      full power, authority and legal right to conduct its business and operations
      as
      currently conducted and to enter into and perform its obligations under this
      Agreement;

     


    
      
        
        

      

      
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    (iii) the
      execution, delivery and performance of this Agreement has been duly authorized
      by all necessary corporate action on the part of it and does not require any
      stockholder approval, or approval or consent of any trustee or holder of any
      indebtedness or obligations of it, and such document has been duly executed
      and
      delivered by it and constitutes its legal, valid and binding obligations
      enforceable against it in accordance with the terms hereof except as such
      enforceability may be limited by bankruptcy, insolvency, moratorium,
      reorganization or other similar laws or equitable principles of general
      application to or affecting the enforcement of creditors' rights generally
      (regardless of whether such enforceability is considered in a proceeding in
      equity or at law);

     

    (iv) no
      authorization, consent or approval of or other action by, and no notice to
      or
      filing with, any United States federal or state governmental authority or
      regulatory body is required for the execution, delivery or performance by it
      of
      this Agreement;

     

    (v) neither
      the execution, delivery or performance by it of this Agreement, nor compliance
      with the terms and provisions hereof, conflicts or will conflict with or results
      or will result in a breach or violation of any of the terms, conditions or
      provisions of, or will require any consent or approval under, any law,
      governmental rule or regulation or the charter documents, as amended, or bylaws,
      as amended, of it or any similar instrument binding on it or any order, writ,
      injunction or decree of any court or governmental authority against it or by
      which it or any of its properties is bound or any indenture, mortgage or
      contract or other agreement or instrument to which it is a party or by which
      it
      or any of its properties is bound, or constitutes or will constitute a default
      thereunder or results or will result in the imposition of any lien upon any
      of
      its properties; and

     

    (vi) there
      are
      no pending or, to its knowledge, threatened actions, suits, investigations
      or
      proceedings (whether or not purportedly on behalf of it) against or affecting
      it
      or any of its property before or by any court or administrative agency which,
      if
      adversely determined, (A) would adversely affect the ability of it to perform
      its obligations under this Agreement or (B) would call into question or
      challenge the validity of this Agreement or the enforceability hereof in
      accordance with the terms hereof, nor is the Paying Agent in default with
      respect to any order of any court, governmental authority, arbitration board
      or
      administrative agency so as to adversely affect its ability to perform its
      obligations under this Agreement.

     

    SECTION
      7. Indemnification. 
      Except
      for actions expressly required of the Escrow Agent or the Paying Agent
      hereunder, each of the Escrow Agent and the Paying Agent shall in all cases
      be
      fully justified in failing or refusing to act hereunder unless it shall have
      been indemnified by the party requesting such action in a manner reasonably
      satisfactory to it against any and all liability and expense which may be
      incurred by it by reason of taking or continuing to take any such action. In
      the
      event Continental requests any amendment to any Operative Agreement (as defined
      in the Note Purchase Agreement), the Pass Through Trustee agrees to pay all
      reasonable fees and expenses (including, without limitation, fees and
      disbursements of counsel) of the Escrow Agent and the Paying Agent in connection
      therewith.

     

     


    
      
        
        

      

      
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    SECTION
      8. Amendment,
      Etc. 
      Upon
      request of the Pass Through Trustee and approval by an Action of Investors,
      the
      Escrow Agent and Paying Agent shall enter into an amendment to this Agreement,
      so long as such amendment does not adversely affect the rights or obligations
      of
      the Escrow Agent or the Paying Agent, provided
      that
      upon request of the Pass Through Trustee and without any consent of the
      Investors, the Escrow Agent and Paying Agent shall enter into an amendment
      to
      this Agreement for any of the following purposes:

     

    (1) to
      correct or supplement any provision in this Agreement which may be defective
      or
      inconsistent with any other provision herein or to cure any ambiguity or correct
      any mistake or to modify any other provision with respect to matters or
      questions arising under this Agreement, provided
      that any
      such action shall not materially adversely affect the interests of the
      Investors; or

     

    (2) to
      comply
      with any requirement of the SEC, applicable law, rules or regulations of any
      exchange or quotation system on which the Certificates are listed or any
      regulatory body; or

     

    (3) to
      evidence and provide for the acceptance of appointment under this Agreement
      of a
      successor Escrow Agent, successor Paying Agent or successor Pass Through
      Trustee.

     

    SECTION
      9. Notices. 
      Unless
      otherwise expressly provided herein, any notice or other communication under
      this Agreement shall be in writing (including by facsimile) and shall be deemed
      to be given and effective upon receipt thereof. All notices shall be sent to
      (a)
      in the case of the Investors, as their respective addresses shall appear in
      the
      Register, (b) in the case of the Escrow Agent, Wells Fargo Bank Northwest,
      National Association, 299 South Main Street, 12th Floor, Salt Lake City, UT
      84111, Attention: Corporate Trust Services (Telecopier: (801) 246-5053),
      (c) in the case of the Pass Through Trustee, Wilmington Trust Company, 1100
      North Market Street, Rodney Square North, Wilmington, DE 19890-1605, Attention:
      Corporate Capital Market Services (Telecopier: (302) 636-4140) or (d) in the
      case of the Paying Agent, Wilmington Trust Company, 1100 North Market Street,
      Rodney Square North, Wilmington, DE 19890-1605, Attention: Corporate Capital
      Market Services (Telecopier: (302) 636-4140), in each case with a copy to
      Continental, Continental Airlines, Inc., 1600 Smith Street, Dept. HQS-FN,
      Houston, TX 77002, Attention: Treasurer (Telecopier: (713) 324-2447) (or at
      such
      other address as any such party may specify from time to time in a written
      notice to the other parties). On or prior to the execution of this Agreement,
      the Pass Through Trustee has delivered to the Escrow Agent a certificate
      containing specimen signatures of the representatives of the Pass Through
      Trustee who are authorized to give notices and instructions with respect to
      this
      Agreement. The Escrow Agent may conclusively rely on such certificate until
      the
      Escrow Agent receives written notice from the Pass Through Trustee to the
      contrary. 

     

    The
      Escrow Agent shall notify the Receiptholders in the event of a default in the
      payment of interest on the Deposits when due in accordance with the Deposit
      Agreement or a default in the payment of any Final Withdrawal in accordance
      with
      the terms of the Deposit Agreement and this Agreement and shall promptly forward
      to Receiptholders upon receipt copies of all written communications relating
      to
      any payments due to the Receiptholders in respect of the Deposits.

     

     


    
      
        
        

      

      
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    SECTION
      10. Transfer. 
      No
      party
      hereto shall be entitled to assign or otherwise transfer this Agreement (or
      any
      interest herein) other than (in the case of the Escrow Agent) to a successor
      escrow agent under Section 1.06 hereof or (in the case of the Paying Agent)
      to a
      successor paying agent under Section 2.04 hereof, and any purported assignment
      in violation thereof shall be void. This Agreement shall be binding upon the
      parties hereto and their respective successors and (in the case of the Escrow
      Agent and the Paying Agent) their respective permitted assigns. Upon the
      occurrence of the Transfer (as defined below) contemplated by the Assignment
      and
      Assumption Agreement (as defined below), the Pass Through Trustee shall (without
      further act) be deemed to have transferred all of its right, title and interest
      in and to this Agreement to the trustee of the Successor Trust (as defined
      below) and, thereafter, the trustee of the Successor Trust shall be deemed
      to be
      the “Pass Through Trustee” hereunder with the rights and obligations of the
“Pass Through Trustee” hereunder and each reference herein to “Continental
      Airlines Pass Through Trust 2007-1C-O” shall be deemed to be a reference to
“Continental Airlines Pass Through Trust 2007-1C-S”. The parties hereto hereby
      acknowledge and consent to the Transfer contemplated by the Assignment and
      Assumption Agreement. As used herein, “Transfer”
means
      the transfers of the assets to the Successor Trust contemplated by the
      Assignment and Assumption Agreement; “Assignment
      and Assumption Agreement”
means
      the Assignment and Assumption Agreement to be entered into between the Pass
      Through Trustee and the trustee of the Successor Trust, substantially in the
      form of Exhibit C to the Trust Supplement; “Successor
      Trust”
means
      the Continental Airlines Pass Through Trust 2007-1C-S.

     

    SECTION
      11. Entire
      Agreement. 
      This
      Agreement sets forth all of the promises, covenants, agreements, conditions
      and
      understandings among the Escrow Agent, the Paying Agent, the Underwriters and
      the Pass Through Trustee with respect to the subject matter hereof, and
      supersedes all prior and contemporaneous agreements and undertakings,
      inducements or conditions, express or implied, oral or written.

     

    SECTION
      12. Governing
      Law. 
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of New York.

     

    SECTION
      13. Waiver
      of Jury Trial Right. 
      EACH
      OF
      THE ESCROW AGENT, THE PAYING AGENT, THE INVESTORS AND THE PASS THROUGH TRUSTEE
      ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT, ACTION OR PROCEEDING ARISING OUT
      OF
      OR RELATING TO THIS AGREEMENT SUCH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A
      TRIAL
      BY JURY.

     

    SECTION
      14. Counterparts. 
      This
      Agreement may be executed in one or more counterparts, all of which taken
      together shall constitute one instrument.

     

    SECTION
      15. Rights
      of Holders. 
      Each
      Receiptholder shall have the right (individually and without the need for any
      other action of any Person, including the Escrow Agent or any other
      Receiptholder), upon any default in the payment of interest on the Deposits
      when
      due by the Depositary in accordance with the Deposit Agreement, or upon any
      default in the payment of the Final Withdrawal when due by the Depositary in
      accordance with the terms of the Deposit Agreement and this Agreement, (i)
      to
      proceed directly against the Depositary by making a demand to the Depositary
      for
      the portion of such payment that would have been distributed to such
      Receiptholder pursuant to this Agreement or by bringing suit to enforce


     


    
      
        
        

      

      
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    payment
      of such portion and (ii) to enforce any other rights that the Escrow Agent
      may
      have in respect of amounts due from the Depositary under the Deposit Agreement
      and this Agreement that would have been distributed to such Receiptholder
      pursuant to this Agreement. Any recovery on such enforcement action shall belong
      solely to the Receiptholder who brought such action, and not to the Escrow
      Agent
      or any other Receiptholder individually or to Receiptholders as a
      group.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Escrow Agent, the Paying Agent, the Underwriters and the
      Pass Through Trustee have caused this Escrow and Paying Agent Agreement (Class
      C) to be duly executed as of the day and year first above written.

     

    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

              as
                Escrow Agent

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 
	 	 
	 	
              MORGAN
                STANLEY & CO. INCORPORATED, CREDIT SUISSE SECURITIES (USA) LLC,
                MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, CITIGROUP GLOBAL
                MARKETS INC., UBS SECURITIES INC., CALYON SECURITIES (USA) INC. and
                J.P.
                MORGAN SECURITIES INC.

                
                as Underwriters

            
	 	 
	 	
              By:
                MORGAN STANLEY & CO. INCORPORATED

            
	 	 
	 	
              By

            	 
	 	 	
              Name:

            	
              Patrick
                Käufer

            
	 	 	
              Title:

            	
              Managing
                Director

            
	 	 
	 	 
	 	
              By:
                CREDIT SUISSE SECURITIES (USA) LLC

            
	 	 
	 	
              By

            	 
	 	 	
              Name:

            	
              James
                Palen

            
	 	 	
              Title:

            	
              Director

            


    

    


    


     

     

    
 

    
      
        
        

      

      
        Escrow
          and
          Paying Agent Agreement (Class C)

        
          

        

      

      
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              WILMINGTON
                TRUST COMPANY, not in its individual capacity, but solely as Pass
                Through
                Trustee for and on behalf of Continental Airlines Pass Through Trust
                2007-1C-O

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 
	 	 
	 	
              WILMINGTON
                TRUST COMPANY,

                  as
                Paying Agent

            
	 	 
	 	 
	 	
              By

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


     

    


     

     

     

    
 

    
      
        
        

      

      
        Escrow
          and
          Paying Agent Agreement (Class C)

        
          

        

      

      
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    EXHIBIT
      A

     

    CONTINENTAL
      AIRLINES 2007-1C ESCROW RECEIPT

     

    No.
      __

     

    This
      Escrow Receipt evidences a fractional undivided interest in amounts
      (“Account
      Amounts”)
      from
      time to time deposited on behalf of the holder hereof into a certain paying
      agent account (the “Paying
      Agent Account”)
      described in the Escrow and Paying Agent Agreement (Class C) dated as of April
      10, 2007 (as amended, modified or supplemented from time to time, the
“Escrow
      and Paying Agent Agreement”)
      among
      Wells Fargo Bank Northwest, National Association, as Escrow Agent (in such
      capacity, together with its successors in such capacity, the “Escrow
      Agent”),
      Morgan Stanley & Co. Incorporated, Credit Suisse Securities (USA) LLC,
      Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets
      Inc., UBS Securities LLC, Calyon Securities (USA) Inc. and J.P. Morgan
      Securities Inc., as Underwriters, Wilmington Trust Company, as Pass Through
      Trustee (in such capacity, together with its successors in such capacity, the
      “Pass
      Through Trustee”)
      and
      Wilmington Trust Company, as paying agent (in such capacity, together with
      its
      successors in such capacity, the “Paying
      Agent”).
      Capitalized terms not defined herein shall have the meanings assigned to them
      in
      the Escrow and Paying Agent Agreement.

     

    This
      Escrow Receipt is issued under and is subject to the terms, provisions and
      conditions of the Escrow and Paying Agent Agreement. By virtue of its acceptance
      hereof the holder of this Escrow Receipt assents and agrees to be bound by
      the
      provisions of the Escrow and Paying Agent Agreement and this Escrow
      Receipt.

     

    This
      Escrow Receipt represents a fractional undivided interest in amounts deposited
      from time to time in the Paying Agent Account, and grants or represents no
      rights, benefits or interests of any kind in respect of any assets or property
      other than such amounts. This Escrow Receipt evidences the same percentage
      interest in the Account Amounts as the Fractional Undivided Interest in the
      Pass
      Through Trust evidenced by the Certificate to which this Escrow Receipt is
      affixed.

     

    All
      payments and distributions made to Receiptholders in respect of the Escrow
      Receipt shall be made only from Account Amounts deposited in the Paying Agent
      Account. The holder of this Escrow Receipt, by its acceptance of this Escrow
      Receipt, agrees that it will look solely to the Account Amounts for any payment
      or distribution due to it pursuant to this Escrow Receipt (or, in case the
      Depositary shall default in its obligation to make a payment under the Deposit
      Agreement that would be an Account Amount, to the Depositary) and that it will
      not have any recourse to Continental, the Pass Through Trustee, the Paying
      Agent
      or the Escrow Agent, except as expressly provided herein or in the Pass Through
      Trust Agreement. No Receiptholder of this Escrow Receipt shall have any right
      to
      vote or in any manner otherwise control the operation and management of the
      Paying Agent Account, nor shall anything set forth herein, or contained in
      the
      terms of this Escrow Receipt, be construed so as to constitute the
      Receiptholders from time to time as partners or members of an association.
      

     

    This
      Escrow Receipt may not be assigned or transferred except in connection with
      the
      assignment or transfer of the Certificate to which this Escrow Receipt is
      affixed. After 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    payment
      to the holder hereof of its Escrow Interest in the Final Distribution, upon
      the
      request of the Pass Through Trustee, the holder hereof will return this Escrow
      Receipt to the Pass Through Trustee.

     

    The
      Paying Agent may treat the person in whose name the Certificate to which this
      Escrow Receipt is attached as the owner hereof for all purposes, and the Paying
      Agent shall not be affected by any notice to the contrary.

     

    THIS
      ESCROW RECEIPT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK.

     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Escrow Agent has caused this Escrow Receipt to be duly
      executed.

     

    Dated:
      April 10, 2007

     

    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

                
                as Escrow Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


    



    
      
        
        

      

      
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    EXHIBIT
      B

     

    WITHDRAWAL
      CERTIFICATE

    (Class
      C)

     

    Wells
      Fargo Bank Northwest, National Association

    as
      Escrow
      Agent

     

    Dear
      Sirs:

     

    Reference
      is made to the Escrow and Paying Agent Agreement, dated as of April 10, 2007
      (the “Agreement”). [We hereby certify to you that the conditions to the
      obligations of the undersigned to execute a Participation Agreement pursuant
      to
      the Note Purchase Agreement have been satisfied] [We hereby notify you that
      the
      Depositary is being replaced in accordance with Section 4(a)(vii) of the Note
      Purchase Agreement]. Pursuant to Section [1.02(c)][1.02(d)] of the Agreement,
      please execute the attached [Notice of Purchase Withdrawal][Notice of
      Replacement Withdrawal] and immediately transmit by facsimile to the Depositary,
      at [__________], Attention: [__________].

     

    
      	 	
              Very
                truly yours,

            
	 	 
	 	
              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity but solely as Pass Through
                Trustee

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 


    

    


     

    Dated:
      ____________, 200_