Unassociated Document


    


    


    


    


    


    


    


    TRUST
      SUPPLEMENT No. 2007-1B-O

    


    Dated
      as
      of April 10, 2007

    


    


    between

    


    WILMINGTON
      TRUST COMPANY

    as
      Trustee,

    


    


    and

    


    


    CONTINENTAL
      AIRLINES, INC.

    


    to

    


    PASS
      THROUGH TRUST AGREEMENT

    Dated
      as
      of September 25, 1997

    


    


    $221,850,000

    


    Continental
      Airlines Pass Through Trust 2007-1B-O

    6.903%
      Continental Airlines

    Pass
      Through Certificates,

    Series
      2007-1B-O

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    Page

    
      	
               

              ARTICLE
                I THE CERTIFICATES

            	
               

              2

            
	
              Section
                1.01.   The
                Certificates

            	
              2

            
	
               

              ARTICLE
                II DEFINITIONS

            	
               

              4

            
	
              Section
                2.01.   Definitions

            	
              4

            
	
               

              ARTICLE
                III CERTIFICATES; DISTRIBUTIONS; STATEMENTS TO
                CERTIFICATEHOLDERS

            	
               

              10

            
	
              Section
                3.01.   Statements
                to Applicable
                Certificateholders

            	
              10

            
	
              Section
                3.02.   Special
                Payments Account

            	
              12

            
	
              Section
                3.03.   Distributions
                from Special Payments
                Account

            	
              12

            
	
              Section
                3.04.   Limitation
                of Liability for
                Payments

            	
              13

            
	
               

              ARTICLE
                IV DEFAULT

            	
               

              13

            
	
              Section
                4.01.   Purchase
                Rights of
                Certificateholders

            	
              13

            
	
              Section
                4.02.   Amendment
                of Section 6.05 of the Basic
                Agreement

            	
              16

            
	
               

              ARTICLE
                V THE TRUSTEE

            	
               

              16

            
	
              Section
                5.01.   Delivery
                of Documents; Delivery
                Dates

            	
              16

            
	
              Section
                5.02.   Withdrawal
                of Deposits

            	
              17

            
	
              Section
                5.03.   The
                Trustee

            	
              18

            
	
              Section
                5.04.   Representations
                and Warranties of the
                Trustee

            	
              18

            
	
              Section
                5.05.   Trustee
                Liens

            	
              19

            
	
               

              ARTICLE
                VI ADDITIONAL AMENDMENT; SUPPLEMENTAL
                AGREEMENTS

            	
               

              19

            
	
              Section
                6.01.   Amendment
                of Section 5.02 of the Basic
                Agreement

            	
              19

            
	
              Section
                6.02.   Supplemental
                Agreements Without Consent of Applicable
                Certificateholders

            	
              19

            
	
              Section
                6.03.   Supplemental
                Agreements with Consent of Applicable
                Certificateholders

            	
              20

            
	
              Section
                6.04.   Consent
                of Holders of Certificates Issued under Other
                Trusts

            	
              20

            
	
               

              ARTICLE
                VII TERMINATION OF TRUST

            	
               

              20

            
	
              Section
                7.01.   Termination
                of the Applicable
                Trust

            	
              20

            
	
               

              ARTICLE
                VIII MISCELLANEOUS PROVISIONS

            	
               

              23

            
	
              Section
                8.01.   Basic
                Agreement Ratified

            	
              23

            
	
              Section
                8.02. GOVERNING
                LAW

            	
              23

            
	
              Section
                8.03.   Execution
                in Counterparts

            	
              23

            
	
              Section
                8.04.   Intention
                of Parties

            	
              23

            


    

    
       

      
        Exhibit
          A - Form
          of Certificate

        Exhibit
          B - DTC
          Letter of Representations

        Exhibit
          C - Form
          of Assignment and Assumption
          Agreement

      

      

        
          
            i

          

          
            
            

            
              

            

          

          
            BACK

          

        



    

    This
      Trust Supplement No. 2007-1B-O, dated as of April 10, 2007 (herein called the
      "Trust
      Supplement"),
      between Continental Airlines, Inc., a Delaware corporation (the "Company"),
      and
      Wilmington Trust Company (the "Trustee"),
      to
      the Pass Through Trust Agreement, dated as of September 25, 1997, between the
      Company and the Trustee (the "Basic
      Agreement").

    


    


    W I T N E S S E T H:

    


    WHEREAS,
      the Basic Agreement, unlimited as to the aggregate principal amount of
      Certificates (unless otherwise specified herein, capitalized terms used herein
      without definition having the respective meanings specified in the Basic
      Agreement) which may be issued thereunder, has heretofore been executed and
      delivered;

    


    WHEREAS,
      the Company has obtained commitments from Boeing for the delivery of certain
      Aircraft;

    


    WHEREAS,
      the Company intends to finance the acquisition of each such Aircraft through
      separate secured loan transactions, under which the Company will own such
      Aircraft (collectively, the "Owned
      Aircraft");

    


    WHEREAS,
      in the case of each Owned Aircraft, the Company will issue pursuant to an
      Indenture, on a recourse basis, Equipment Notes to finance a portion of the
      purchase price of such Owned Aircraft;

    


    WHEREAS,
      the Trustee hereby declares the creation of the Continental Airlines Pass
      Through Trust 2007-1B-O (the "Applicable
      Trust")
      for
      the benefit of the Applicable Certificateholders, and the initial Applicable
      Certificateholders as the grantors of the Applicable Trust, by their respective
      acceptances of the Applicable Certificates, join in the creation of the
      Applicable Trust with the Trustee;

    


    WHEREAS,
      all Certificates to be issued by the Applicable Trust will evidence fractional
      undivided interests in the Applicable Trust and will convey no rights, benefits
      or interests in respect of any property other than the Trust Property except
      for
      those Certificates to which an Escrow Receipt has been affixed;

    


    WHEREAS,
      the Escrow Agent and the Underwriters have contemporaneously herewith entered
      into an Escrow Agreement with the Escrow Paying Agent pursuant to which the
      Underwriters have delivered to the Escrow Agent the proceeds from the sale
      of
      the Applicable Certificates, and have irrevocably instructed the Escrow Agent
      to
      withdraw and pay funds from such proceeds upon request and proper certification
      by the Trustee to purchase Equipment Notes as the Aircraft are delivered by
      Boeing under the Aircraft Purchase Agreement from time to time prior to the
      Delivery Period Termination Date;

    


    WHEREAS,
      the Escrow Agent on behalf of the Applicable Certificateholders has
      contemporaneously herewith entered into a Deposit Agreement with the Depositary
      under which 

      
        
          
          

        

        
          
          

          
            

          

        

        
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    the
      Deposits referred to therein will be made and from which it will withdraw funds
      to allow the Trustee to purchase Equipment Notes from time to time prior to
      the
      Delivery Period Termination Date;

    


    WHEREAS,
      pursuant to the terms and conditions of the Basic Agreement as supplemented
      by
      this Trust Supplement (the "Agreement")
      and
      the NPA, upon the financing of an Aircraft, the Trustee on behalf of the
      Applicable Trust, using funds withdrawn under the Escrow Agreement, shall
      purchase one or more Equipment Notes having the same interest rate as, and
      final
      maturity date not later than the final Regular Distribution Date of, the
      Applicable Certificates issued hereunder and shall hold such Equipment Notes
      in
      trust for the benefit of the Applicable Certificateholders;

    


    WHEREAS,
      all of the conditions and requirements necessary to make this Trust Supplement,
      when duly executed and delivered, a valid, binding and legal instrument in
      accordance with its terms and for the purposes herein expressed, have been
      done,
      performed and fulfilled, and the execution and delivery of this Trust Supplement
      in the form and with the terms hereof have been in all respects duly
      authorized;

    


       WHEREAS,
      this Trust Supplement is subject to the provisions of the Trust Indenture Act
      of
      1939, as amended, and shall, to the extent applicable, be governed by such
      provisions;

    


    NOW
      THEREFORE, in consideration of the premises herein, it is agreed between the
      Company and the Trustee as follows:

     

    ARTICLE
      I

    THE
      CERTIFICATES

     

    Section
      1.01. The
      Certificates.
      There
      is hereby created a series of Certificates to be issued under the Agreement
      to
      be distinguished and known as "Continental Airlines Pass Through Certificates,
      Series 2007-1B-O" (hereinafter defined as the "Applicable
      Certificates").
      Each
      Applicable Certificate represents a fractional undivided interest in the
      Applicable Trust created hereby. The Applicable Certificates shall be the only
      instruments evidencing a fractional undivided interest in the Applicable
      Trust.

    


    The
      terms
      and conditions applicable to the Applicable Certificates are as
      follows:

    


    (a) The
      aggregate principal amount of the Applicable Certificates that shall be
      authenticated under the Agreement (except for Applicable Certificates
      authenticated and delivered under Sections 3.03, 3.04, 3.05 and 3.06 of the
      Basic Agreement) is $221,850,000.

    


    (b) The
      Regular Distribution Dates with respect to any payment of Scheduled Payments
      means April 19 and October 19 of each year, commencing on October 19, 2007,
      until payment of all of the Scheduled Payments to be made under the Equipment
      Notes has been made.

    
      
        
        

      

      
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    (c) The
      Special Distribution Dates with respect to the Applicable Certificates means
      any
      Business Day on which a Special Payment is to be distributed pursuant to the
      Agreement.

    


    (d) At
      the
      Escrow Agent's request under the Escrow Agreement, the Trustee shall affix
      the
      corresponding Escrow Receipt to each Applicable Certificate. In any event,
      any
      transfer or exchange of any Applicable Certificate shall also effect a transfer
      or exchange of the related Escrow Receipt. Prior to the Final Withdrawal Date,
      no transfer or exchange of any Applicable Certificate shall be permitted unless
      the corresponding Escrow Receipt is attached thereto and also is so transferred
      or exchanged. By acceptance of any Applicable Certificate to which an Escrow
      Receipt is attached, each Holder of such an Applicable Certificate acknowledges
      and accepts the restrictions on transfer of the Escrow Receipt set forth herein
      and in the Escrow Agreement.

    


    (e) (i) The
      Applicable Certificates shall be in the form attached hereto as Exhibit A.
      Any
      Person acquiring or accepting an Applicable Certificate or an interest therein
      will, by such acquisition or acceptance, be deemed to represent and warrant
      to
      and for the benefit of the Company that either (i) the assets of an employee
      benefit plan subject to Title I of the Employee Retirement Income Security
      Act
      of 1974, as amended ("ERISA"),
      or of
      a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
      (the "Code"),
      have
      not been used to purchase or hold Applicable Certificates or an interest therein
      or (ii) the purchase and holding of Applicable Certificates or an interest
      therein is exempt from the prohibited transaction restrictions of ERISA and
      the
      Code pursuant to one or more prohibited transaction statutory or administrative
      exemptions.

    


    (ii) The
      Applicable Certificates shall be Book-Entry Certificates and shall be subject
      to
      the conditions set forth in the Letter of Representations between the Company
      and the Clearing Agency attached hereto as Exhibit B.

    


    (f) The
      "Participation Agreements" as defined in this Trust Supplement are the "Note
      Purchase Agreements" referred to in the Basic Agreement.

    


    (g) The
      Applicable Certificates are subject to the Intercreditor Agreement, the Deposit
      Agreement and the Escrow Agreement.

    


    (h) The
      Applicable Certificates are entitled to the benefits of the Liquidity
      Facility.

    


    (i) The
      Responsible Party is the Company.

    


    (j) The
      date
      referred to in clause (i) of the definition of the term "PTC Event of Default"
      in the Basic Agreement is the Final Maturity Date.

    
      
        
        

      

      
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    (k) The
      "particular sections of the Note Purchase Agreement", for purposes of clause
      (3)
      of Section 7.07 of the Basic Agreement, are Section 8.1 of each Participation
      Agreement.

    


    (l) The
      Equipment Notes to be acquired and held in the Applicable Trust, and the related
      Aircraft and Note Documents, are described in the NPA.

     

    ARTICLE
      II

    DEFINITIONS

     

    Section
      2.01. Definitions.
      For all
      purposes of the Basic Agreement as supplemented by this Trust Supplement, the
      following capitalized terms have the following meanings (any term used herein
      which is defined in both this Trust Supplement and the Basic Agreement shall
      have the meaning assigned thereto in this Trust Supplement for purposes of
      the
      Basic Agreement as supplemented by this Trust Supplement):

    


    Agreement:
      Has the
      meaning specified in the recitals hereto.

    


    Aircraft:
      Means
      each of the New Aircraft or Substitute Aircraft in respect of which a
      Participation Agreement is to be or is, as the case may be, entered into in
      accordance with the NPA (or any substitute aircraft, including engines therefor,
      owned by the Company and securing one or more Equipment Notes).

    


    Aircraft
      Purchase Agreement:
      Has the
      meaning specified in the NPA.

    


    Applicable
      Certificate:
      Has the
      meaning specified in Section 1.01 of this Trust Supplement.

    


    Applicable
      Certificateholder:
      Means
      the Person in whose name an Applicable Certificate is registered on the Register
      for the Applicable Certificates.

    


    Applicable
      Delivery Date:
      Has the
      meaning specified in Section 5.01(b) of this Trust Supplement.

    


    Applicable
      Participation Agreement:
      Has the
      meaning specified in Section 5.01(b) of this Trust Supplement.

    


    Applicable
      Trust:
      Has the
      meaning specified in the recitals hereto.

    


    Assignment
      and Assumption Agreement:
      Means
      the assignment and assumption agreement substantially in the form of Exhibit
      C
      hereto executed and delivered in accordance with Section 7.01 of this Trust
      Supplement.

    


    Basic
      Agreement:
      Has the
      meaning specified in the first paragraph of this Trust Supplement.

    
      
        
        

      

      
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        BACK

      

       

    

    Boeing:
      Means
      The Boeing Company.

    


    Business
      Day:
      Means
      any day other than a Saturday, a Sunday or a day on which commercial banks
      are
      required or authorized to close in Houston, Texas, New York, New York, or,
      so
      long as any Applicable 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.

    


    Certificate:
      Has the
      meaning specified in the Intercreditor Agreement.

    


    Certificate
      Buyout Event:
      Means
      that a Continental Bankruptcy Event has occurred and is continuing and the
      following events have occurred: (A) (i) the 60-day period specified in Section
      1110(a)(2)(A) of the U.S. Bankruptcy Code (the “60-Day Period”) has expired and
      (ii) Continental has not entered into one or more agreements under Section
      1110(a)(2)(A) of the U.S. Bankruptcy Code to perform all of its obligations
      under all of the Indentures or, if it has entered into such agreements, has
      at
      any time thereafter failed to cure any default under any of the Indentures
      in
      accordance with Section 1110(a)(2)(B) of the Bankruptcy Code; or (B) if prior
      to
      the expiry of the 60-Day Period, Continental shall have abandoned any
      Aircraft.

    


    Class:
      Has the
      meaning specified in the Intercreditor Agreement.

    


    Company:
      Has the
      meaning specified in the first paragraph of this Trust Supplement.

    


    Continental
      Bankruptcy Event:
      Has the
      meaning specified in the Intercreditor Agreement. 

    


    Controlling
      Party:
      Has the
      meaning specified in the Intercreditor Agreement.

    


    Cut-off
      Date:
      Means
      the earlier of (a) the Delivery Period Termination Date and (b) the date on
      which a Triggering Event occurs.

    


    Delivery
      Notice:
      Has the
      meaning specified in the NPA.

    


    Delivery
      Period Termination Date:
      Means
      the earlier of (a) June 30, 2009, or, if the Equipment Notes relating to
      all of the New Aircraft (or Substitute Aircraft in lieu thereof) have not been
      purchased by the Applicable Trust and the Other Trusts on or prior to such
      date
      due to any reason beyond the control of the Company and not occasioned by the
      Company's fault or negligence, September 30, 2009 (provided
      that, if
      a labor strike occurs at Boeing on or prior to either or both of such dates
      referred to in this clause (a), such date or dates on or following the
      commencement of such strike shall be extended by adding thereto the number
      of
      days that such strike continued in effect), and (b) the date on which Equipment
      Notes issued with respect to all of the New Aircraft (or Substitute Aircraft
      in
      lieu thereof) have been purchased by the Applicable Trust and the Other Trusts
      in accordance with the NPA.

    
      
        
        

      

      
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    Deposit
      Agreement:
      Means
      the Deposit Agreement dated as of April 10, 2007 relating to the Applicable
      Certificates between the Depositary and the Escrow Agent, as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

    


    Depositary:
      Means
      Credit Suisse, a banking institution organized under the laws of Switzerland,
      acting through its New York branch.

    


    Deposits:
      Has the
      meaning specified in the Deposit Agreement.

    


    Distribution
      Date:
      Means
      any Regular Distribution Date or Special Distribution Date as the context
      requires.

     

    Escrow
      Agent: Means, initially, Wells Fargo Bank
      Northwest, National Association, and any replacement or successor therefor
      appointed in accordance with the Escrow Agreement.

    


    Escrow
      Agreement:
      Means
      the Escrow and Paying Agent Agreement dated as of April 10, 2007 relating to
      the
      Applicable Certificates, among the Escrow Agent, the Escrow Paying Agent, the
      Trustee and Underwriters, as the same may be amended, supplemented or otherwise
      modified from time to time in accordance with its terms.

    


    Escrow
      Paying Agent:
      Means
      the Person acting as paying agent under the Escrow Agreement.

    


    Escrow
      Receipt:
      Means
      the receipt substantially in the form annexed to the Escrow Agreement
      representing a fractional undivided interest in the funds held in escrow
      thereunder.

    


    Final
      Maturity Date:
      Means
October
      19, 2023.

    


    Final
      Withdrawal:
      Has the
      meaning specified in the Escrow Agreement.

    


    Final
      Withdrawal Date:
      Has the
      meaning specified in the Escrow Agreement.

    


    Final
      Withdrawal Notice:
      Has the
      meaning specified in Section 5.02 of this Trust Supplement.

    


    Indenture:
      Means
      each of the separate trust indentures and mortgages relating to the Aircraft,
      each as specified or described in a Delivery Notice delivered pursuant to the
      NPA or the related Participation Agreement, in each case as the same may be
      amended, supplemented or otherwise modified from time to time in accordance
      with
      its terms.

    


    Intercreditor
      Agreement:
      Means
      the Intercreditor Agreement dated as of April 10, 2007 among the Trustee, the
      Other Trustees, the Liquidity Provider, the liquidity provider 

    
      
        
        

      

      
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    relating
      to the Class A Certificates and Wilmington Trust Company, as Subordination
      Agent
      and as trustee thereunder, as amended, supplemented or otherwise modified from
      time to time in accordance with its terms.

    


    Investors:
      Means
      the Underwriters, together with all subsequent beneficial owners of the
      Applicable Certificates.

    


    Liquidity
      Facility:
      Means,
      initially, the Revolving Credit Agreement dated as of April 10, 2007 relating
      to
      the Applicable Certificates, between the Liquidity Provider and Wilmington
      Trust
      Company, as Subordination Agent, as agent and trustee for the Applicable Trust,
      and, from and after the replacement of such agreement pursuant to the
      Intercreditor Agreement, the replacement liquidity facility therefor, in each
      case as amended, supplemented or otherwise modified from time to time in
      accordance with their respective terms.

    


    Liquidity
      Provider:
      Means,
      initially, RZB Finance LLC, a limited liability company duly established under
      the laws of Delaware, and any replacements or successors therefor appointed
      in
      accordance with the Intercreditor Agreement.

    


    New
      Aircraft:
      Has the
      meaning specified in the NPA.

    


    Note
      Documents:
      Means
      the Equipment Notes with respect to the Applicable Certificates and, with
      respect to any such Equipment Note, the Indenture and the Participation
      Agreement relating to such Equipment Note.

    


    Notice
      of Purchase Withdrawal:
      Has the
      meaning specified in the Deposit Agreement.

    


    NPA:
      Means
      the Note Purchase Agreement dated as of April 10, 2007 among the Trustee, the
      Other Trustees, the Company, the Escrow Agent, the Escrow Paying Agent and
      the
      Subordination Agent, providing for, among other things, the purchase of
      Equipment Notes by the Trustee on behalf of the Applicable Trust, as the same
      may be amended, supplemented or otherwise modified from time to time, in
      accordance with its terms.

    


    Other
      Agreements:
      Means
      (i) the Basic Agreement as supplemented by Trust Supplement
      No. 2007-1A-O dated as of the date hereof relating to Continental Airlines
      Pass Through Trust 2007-1A-O, (ii) the Basic Agreement as supplemented by
      Trust Supplement No. 2007-1C-O dated as of the date hereof relating to
      Continental Airlines Pass Through Trust 2007-1C-O, (iii) the Basic Agreement
      as
      supplemented by a Trust Supplement relating to any Additional Trust and (iv)
      the
      Basic Agreement as supplemented by a Trust Supplement relating to any
      Refinancing Trust.

    


    Other
      Trustees:
      Means
      the trustees under the Other Agreements, and any successor or other trustee
      appointed as provided therein.

    
      
        
        

      

      
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    Other
      Trusts:
      Means
      the Continental Airlines Pass Through Trust 2007-1A-O, the Continental Airlines
      Pass Through Trust 2007-1C-O, an Additional Trust or Trusts, if any, and a
      Refinancing Trust or Trusts, if any, created by the Other
      Agreements.

    


    Owned
      Aircraft:
      Has the
      meaning specified in the third recital to this Trust Supplement.

    


    Participation
      Agreement:
      Means
      each Participation Agreement to be entered into, or entered into (as the case
      may be), by the Trustee pursuant to the NPA, as the same may be amended,
      supplemented or otherwise modified in accordance with its terms.

    


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

    


    Pool
      Factor:
      Means,
      as of any Distribution Date, the quotient (rounded to the seventh decimal place)
      computed by dividing (i) the Pool Balance by (ii) the original aggregate face
      amount of the Applicable Certificates. The Pool Factor as of any Distribution
      Date shall be computed after giving effect to any special distribution with
      respect to unused Deposits, payment of principal of the Equipment Notes or
      payment with respect to other Trust Property and the distribution thereof to
      be
      made on that date.

    


    Prospectus
      Supplement:
      Means
      the final Prospectus Supplement dated March 27, 2007 relating to the offering
      of
      the Applicable Certificates, the Class A and the Class C
      Certificates.

    


    Ratings
      Confirmation:
      Has the
      meaning specified in the Intercreditor Agreement.

    


    Related
      Pass Through Trust Agreement:
      Means
      the Basic Agreement as supplemented by the Trust Supplement No. 2007-1B-S dated
      as of the date hereof relating to the Continental Airlines Pass Through Trust
      2007-1B-S and entered into by the Company and the Related Trustee, which
      agreement becomes effective upon the execution and delivery of the Assignment
      and Assumption Agreement pursuant to Section 7.01 of this Trust
      Supplement.

    


    Related
      Trust:
      Means
      the Continental Pass Through Trust 2007-1B-S, to be formed under the Related
      Pass Through Trust Agreement.

    


    Related
      Trustee:
      Means
      the trustee under the Related Pass Through Trust Agreement.

    
      
        
        

      

      
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    Scheduled
      Delivery Date:
      Has the
      meaning specified in the NPA.

    


    Scheduled
      Payment:
      Means,
      with respect to any Equipment Note, (i) any payment of principal or interest
      on
      such Equipment Note (other than any such payment which is not in fact received
      by the Trustee or any Subordination Agent within five days of the date on which
      such payment is scheduled to be made) or (ii) any payment of interest on the
      Applicable Certificates with funds drawn under the Liquidity Facility, which
      payment in any such case represents the installment of principal on such
      Equipment Note at the stated maturity of such installment, the payment of
      regularly scheduled interest accrued on the unpaid principal amount of such
      Equipment Note, or both; provided,
      however,
      that
      any payment of principal, premium, if any, or interest resulting from the
      redemption or purchase of any Equipment Note shall not constitute a Scheduled
      Payment.

    


    Special
      Payment:
      Means
      any payment (other than a Scheduled Payment) in respect of, or any proceeds
      of,
      any Equipment Note or Collateral (as defined in each Indenture).

    


    Substitute
      Aircraft:
      Has the
      meaning specified in the NPA.

    


    Transfer
      Date:
      Has the
      meaning specified in Section 7.01 of this Trust Supplement.

    


    Triggering
      Event:
      Has the
      meaning assigned to such term in the Intercreditor Agreement.

    


    Trust
      Property:
      Means
      (i) subject to the Intercreditor Agreement, the Equipment Notes held as the
      property of the Applicable Trust, all monies at any time paid thereon and all
      monies due and to become due thereunder, (ii) funds from time to time deposited
      in the Certificate Account and the Special Payments Account and, subject to
      the
      Intercreditor Agreement, any proceeds from the sale by the Trustee pursuant
      to
      Article VI of the Basic Agreement of any Equipment Note and (iii) all
      rights of the Applicable Trust and the Trustee, on behalf of the Applicable
      Trust, under the Intercreditor Agreement, the Escrow Agreement, the NPA and
      the
      Liquidity Facility, including, without limitation, all rights to receive certain
      payments thereunder, and all monies paid to the Trustee on behalf of the
      Applicable Trust pursuant to the Intercreditor Agreement or the Liquidity
      Facility, provided
      that
      rights with respect to the Deposits or under the Escrow Agreement, except for
      the right to direct withdrawals for the purchase of Equipment Notes to be held
      herein, will not constitute Trust Property.

    


    Trust
      Supplement:
      Has the
      meaning specified in the first paragraph of this trust supplement.

    


    Trustee:
      Has the
      meaning specified in the first paragraph of this Trust Supplement.

    
      
        
        

      

      
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    Underwriters:
      Means,
      collectively, 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.
      

    


    Underwriting
      Agreement:
      Means
      the Underwriting Agreement dated March 27, 2007 among the Underwriters, the
      Company and the Depositary, as the same may be amended, supplemented or
      otherwise modified from time to time in accordance with its terms.

     

    ARTICLE
      III

    CERTIFICATES;
      DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

     

    Section
      3.01. Statements
      to Applicable Certificateholders.
      (a)  On each Distribution Date, the Trustee will include with each
      distribution to Applicable Certificateholders of a Scheduled Payment or Special
      Payment, as the case may be, a statement setting forth the information provided
      below (in the case of a Special Payment, reflecting in part the information
      provided by the Escrow Paying Agent under the Escrow Agreement). Such statement
      shall set forth (per $1,000 face amount Applicable Certificate as to (ii),
      (iii), (iv) and (v) below) the following information:

    


    (i) the
      aggregate amount of funds distributed on such Distribution Date under the
      Agreement and under the Escrow Agreement, indicating the amount allocable to
      each source, including any portion thereof paid by the Liquidity
      Provider;

    


    (ii) the
      amount of such distribution under the Agreement allocable to principal and
      the
      amount allocable to premium, if any;

    


    (iii) the
      amount of such distribution under the Agreement allocable to
      interest;

    


    (iv) the
      amount of such distribution under the Escrow Agreement allocable to
      interest;

    


    (v) the
      amount of such distribution under the Escrow Agreement allocable to unused
      Deposits, if any; and

     

    (vi)
      the Pool Balance and the Pool Factor.

     

    With
      respect to the Applicable Certificates registered in the name of a Clearing
      Agency or its nominee, on the Record Date prior to each Distribution Date,
      the
      Trustee will request that such Clearing Agency post on its Internet bulletin
      board a securities position listing setting forth the names of all Clearing
      Agency Participants reflected on such Clearing Agency’s books as holding
      interests in the Applicable Certificates on such Record Date. On each
      Distribution Date, the Trustee will mail to each such Clearing Agency
      Participant the statement described above and will make available additional
      copies as requested by such Clearing Agency Participant for forwarding to
      holders of interests in the Applicable Certificates.

    
      
        
        

      

      
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    (b) Within
      a
      reasonable period of time after the end of each calendar year but not later
      than
      the latest date permitted by law, the Trustee shall furnish to each Person
      who
      at any time during such calendar year was an Applicable Certificateholder of
      record a statement containing the sum of the amounts determined pursuant to
      clauses (a)(i), (a)(ii), (a)(iii), (a)(iv) and (a)(v) above for such calendar
      year or, in the event such Person was an Applicable Certificateholder of record
      during a portion of such calendar year, for such portion of such year, and
      such
      other items as are readily available to the Trustee and which an Applicable
      Certificateholder shall reasonably request as necessary for the purpose of
      such
      Applicable Certificateholder's preparation of its U.S. federal income tax
      returns. Such statement and such other items shall be prepared on the basis
      of
      information supplied to the Trustee by the Clearing Agency Participants and
      shall be delivered by the Trustee to such Clearing Agency Participants to be
      available for forwarding by such Clearing Agency Participants to the holders
      of
      interests in the Applicable Certificates in the manner described in Section
      3.01(a) of this Trust Supplement.

    


    (c) If
      the
      aggregate principal payments scheduled for a Regular Distribution Date prior
      to
      the Delivery Period Termination Date differ from the amount thereof set forth
      for the Applicable Certificates on page S-33 of the Prospectus Supplement,
      by no
      later than the 15th
      day
      prior to such Regular Distribution Date, the Trustee shall mail written notice
      of the actual amount of such scheduled payments to the Applicable
      Certificateholders of record as of a date within 15 Business Days prior to
      the
      date of mailing.

     

    (d) Promptly
      following (i) the Delivery Period Termination Date, if there has been any change
      in the information set forth in clauses (y) and (z) below from that set forth
      in
      page S-33 of the Prospectus Supplement, and (ii) the date of any early
      redemption or purchase of, or any default in the payment of principal or
      interest in respect of, any of the Equipment Notes held in the Applicable Trust,
      or any Final Withdrawal, the Trustee shall furnish to Applicable
      Certificateholders of record on such date a statement setting forth (x) the
      expected Pool Balances for each subsequent Regular Distribution Date following
      the Delivery Period Termination Date, (y) the related Pool Factors for such
      Regular Distribution Dates and (z) the expected principal distribution schedule
      of the Equipment Notes, in the aggregate, held as Trust Property at the date
      of
      such notice. With respect to the Applicable Certificates registered in the
      name
      of a Clearing Agency, on the Delivery Period Termination Date, the Trustee
      will
      request from such Clearing Agency a securities position listing setting forth
      the names of all Clearing Agency Participants reflected on such Clearing
      Agency's books as holding interests in the Applicable Certificates on such
      date.
      The Trustee will mail to each such Clearing Agency Participant the statement
      described above and will make available additional copies as requested by such
      Clearing Agency Participant for forwarding to holders of interests in the
      Applicable Certificates.

     

    (e) The
      Trustee shall provide promptly to the Applicable Certificateholders all material
      non-confidential information received by the Trustee from the
      Company.

     

    (f)
       This
      Section 3.01 supersedes and replaces Section 4.03 of the Basic Agreement, with
      respect to the Applicable Trust.

    
      
        
        

      

      
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    Section
      3.02. Special
      Payments Account.
      (a) The
      Trustee shall establish and maintain on behalf of the Applicable
      Certificateholders a Special Payments Account as one or more accounts, which
      shall be non-interest bearing except as provided in Section 4.04 of the Basic
      Agreement. The Trustee shall hold the Special Payments Account in trust for
      the
      benefit of the Applicable Certificateholders and shall make or permit
      withdrawals therefrom only as provided in the Agreement. On each day when one
      or
      more Special Payments are made to the Trustee under the Intercreditor Agreement,
      the Trustee, upon receipt thereof, shall immediately deposit the aggregate
      amount of such Special Payments in the Special Payments Account.

     

    (b)
      This
      Section 3.02 supersedes and replaces Section 4.01(b) of the Basic Agreement
      in
      its entirety, with respect to the Applicable Trust.

     

    Section
      3.03. Distributions
      from Special Payments Account.
      (a) On
      each Special Distribution Date with respect to any Special Payment or as soon
      thereafter as the Trustee has confirmed receipt of any Special Payments due
      on
      the Equipment Notes held (subject to the Intercreditor Agreement) in the
      Applicable Trust or realized upon the sale of such Equipment Notes, the Trustee
      shall distribute out of the Special Payments Account the entire amount of such
      Special Payment deposited therein pursuant to Section 3.02(a) of this Trust
      Supplement. There shall be so distributed to each Applicable Certificateholder
      of record on the Record Date with respect to such Special Distribution Date
      (other than as provided in Section 7.01 of this Trust Supplement concerning
      the
      final distribution) by check mailed to such Applicable Certificateholder, at
      the
      address appearing in the Register, such Applicable Certificateholder's pro
      rata
      share (based on the Fractional Undivided Interest in the Applicable Trust held
      by such Applicable Certificateholder) of the total amount in the Special
      Payments Account on account of such Special Payment, except that, with respect
      to Applicable Certificates registered on the Record Date in the name of a
      Clearing Agency (or its nominee), such distribution shall be made by wire
      transfer in immediately available funds to the account designated by such
      Clearing Agency (or such nominee).

     

    (b) The
      Trustee shall, at the expense of the Company, cause notice of each Special
      Payment to be mailed to each Applicable Certificateholder at his address as
      it
      appears in the Register. In the event of redemption or purchase of Equipment
      Notes held in the Applicable Trust, such notice shall be mailed not less than
      15
      days prior to the Special Distribution Date for the Special Payment resulting
      from such redemption or purchase, which Special Distribution Date shall be
      the
      date of such redemption or purchase. In the case of any Special Payments, such
      notice shall be mailed as soon as practicable after the Trustee has confirmed
      that it has received funds for such Special Payment, stating the Special
      Distribution Date for such Special Payment which shall occur not less than
      15
      days after the date of such notice and as soon as practicable thereafter.
      Notices mailed by the Trustee shall set forth:

     

    (i) the
      Special Distribution Date and the Record Date therefor (except as otherwise
      provided in Section 7.01 of this Trust Supplement),

     

    (ii) the
      amount of the Special Payment for each $1,000 face amount Applicable Certificate
      and the amount thereof constituting principal, premium, if any, and
      interest,

    
      
        
        

      

      
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    (iii) the
      reason for the Special Payment, and

     

    (iv) if
      the
      Special Distribution Date is the same date as a Regular Distribution Date,
      the
      total amount to be received on such date for each $1,000 face amount Applicable
      Certificate.

     

    If
      the amount of premium, if any, payable upon the redemption or purchase of an
      Equipment Note has not been calculated at the time that the Trustee mails notice
      of a Special Payment, it shall be sufficient if the notice sets forth the other
      amounts to be distributed and states that any premium received will also be
      distributed.

     

    If
      any
      redemption of the Equipment Notes held in the Trust is canceled, the Trustee,
      as
      soon as possible after learning thereof, shall cause notice thereof to be mailed
      to each Applicable Certificateholder at its address as it appears on the
      Register.

     

    (b)
      This
      Section 3.03 supersedes and replaces Section 4.02(b) and Section 4.02(c) of
      the
      Basic Agreement in their entirety, with respect to the Applicable
      Trust.

    


    Section
      3.04. Limitation
      of Liability for Payments.
      Section
      3.09 of the Basic Agreement shall be amended, with respect to the Applicable
      Trust, by deleting the phrase "the Owner Trustees or the Owner Participants"
      in
      the second sentence thereof and adding in lieu thereof "the Liquidity
      Provider".

     

    ARTICLE
      IV

    DEFAULT

     

    Section
      4.01. Purchase
      Rights of Certificateholders.
      (a) At
      any time after the occurrence and during the continuation of a Certificate
      Buyout Event, each Applicable Certificateholder (other than the Company or
      any
      of its Affiliates) shall have the right to purchase, for the purchase price
      set
      forth in the Class A Trust Agreement, all, but not less than all, of the Class
      A
      Certificates upon 15 days' written notice to the Class A Trustee and each other
      Applicable Certificateholder, on the third Business Day next following the
      expiry of such 15-day notice period, provided
      that (A)
      if prior to the end of such 15-day period any other Applicable Certificateholder
      (other than the Company or any of its Affiliates) notifies such purchasing
      Applicable Certificateholder that such other Applicable Certificateholder wants
      to participate in such purchase, then such other Applicable Certificateholder
      (other than the Company or any of its Affiliates) may join with the purchasing
      Applicable Certificateholder to purchase all, but not less than all, of the
      Class A Certificates pro rata based on the Fractional Undivided Interest in
      the
      Applicable Trust held by each such Applicable Certificateholder and (B) if
      prior
      to the end of such 15-day period any other Applicable Certificateholder fails
      to
      notify the purchasing Applicable Certificateholder of such other Applicable
      Certificateholder's desire to participate in such a purchase, then such other
      Applicable Certificateholder shall lose its right to purchase the Class A
      Certificates pursuant to this Section 4.01(a); 

    
      
        
        

      

      
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    (b)
      By
      acceptance of its Applicable Certificate, each Applicable Certificateholder
      agrees that that at any time after the occurrence and during the continuation
      of
      a Certificate Buyout Event: 

    


    (i) each
      Class C Certificateholder (other than the Company or any of its Affiliates)
      shall have the right (which shall not expire upon any purchase of the Class
      A
      Certificates pursuant to clause (a) above) to purchase all, but not less than
      all, of the Class A Certificates and the Applicable Certificates upon 15 days'
      written notice to the Trustee, the Class A Trustee and each other Class C
      Certificateholder, on the third Business Day next following the expiry of such
      15-day notice period, provided
      that (A)
      if prior to the end of such 15-day period any other Class C Certificateholder
      (other than the Company or any of its Affiliates) notifies such purchasing
      Class
      C Certificateholder that such other Class C Certificateholder wants to
      participate in such purchase, then such other Class C Certificateholder (other
      than the Company or any of its Affiliates) may join with the purchasing Class
      C
      Certificateholder to purchase all, but not less than all, of the Class A
      Certificates and the Applicable Certificates pro rata based on the Fractional
      Undivided Interest in the Class C Trust held by each such Class C
      Certificateholder and (B) if prior to the end of such 15-day period any other
      Class C Certificateholder fails to notify the purchasing Class C
      Certificateholder of such other Class C Certificateholder's desire to
      participate in such a purchase, then such other Class C Certificateholder
      shall lose its right to purchase the Class A Certificates and the Applicable
      Certificates pursuant to this Section 4.01(b)(i); 

    


    (ii) if
      any
      Additional Certificates are issued pursuant to one or more Additional Trusts,
      each Additional Certificateholder (other than the Company or any of its
      Affiliates), shall have the right (which shall not expire upon any purchase
      of
      the Applicable Certificates pursuant to clauses (a) or (b)(i) above) to purchase
      all, but not less than all, of the Class A Certificates, the Applicable
      Certificates, the Class C Certificates and any Additional Certificates ranked
      senior to the Additional Certificates held by the purchasing Additional
      Certificateholders upon 15 days' written notice to the Trustee, the Class A
      Trustee, the Class C Trustee, any Additional Trustee with respect to Additional
      Certificates that rank senior to the Additional Certificates held by the
      purchasing Additional Certificateholders and each other Additional
      Certificateholder of the same Class, on the third Business Day next following
      the expiry of such 15-day notice period, provided
      that (A)
      if prior to the end of such 15-day period any other Additional Certificateholder
      of such Class (other than the Company or any of its Affiliates) notifies such
      purchasing Additional Certificateholder that such other Additional
      Certificateholder wants to participate in such purchase, then such other
      Additional Certificateholder (other than the Company or any of its Affiliates)
      may join with the purchasing Additional Certificateholder to purchase all,
      but
      not less than all, of the Class A Certificates, the Applicable Certificates,
      the
      Class C Certificates and such senior Additional Certificates pro rata based
      on
      the Fractional Undivided Interest in the applicable Additional Trust held by
      each such Additional Certificateholder and (B) if prior to the end of such
      15-day period any other Additional Certificateholder of such Class fails to
      notify the purchasing Additional Certificateholder of such other Additional
      Certificateholder's desire to participate in such a purchase, then such other
      Additional Certificateholder shall lose its right to purchase the Class A
      Certificates, the Applicable Certificates, the Class C Certificates and
      such senior Additional Certificates pursuant to this Section
      4.01(b)(ii).

    
      
        
        

      

      
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    (iii)
      if
      any Refinancing Certificates are issued, each Refinancing Certificateholder
      shall have the same right (subject to the same terms and conditions) to purchase
      Certificates pursuant to this Section 4.01(b) (and to receive notice in
      connection therewith) as the Certificateholders of the Class that such
      Refinancing Certificates refinanced.

    


    The
      purchase price with respect to the Applicable Certificates shall be equal to
      the
      Pool Balance of the Applicable Certificates, together with accrued and unpaid
      interest thereon to the date of such purchase, without premium, but including
      any other amounts then due and payable to the Applicable Certificateholders
      under the Agreement, the Intercreditor Agreement, the Escrow Agreement or any
      Note Document or on or in respect of the Applicable Certificates; provided,
      however,
      that no
      such purchase of Applicable Certificates shall be effective unless the
      purchaser(s) shall certify to the Trustee that contemporaneously with such
      purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of the
      Agreement and the Other Agreements, (A) in the case of any purchase of the
      Applicable Certificates pursuant to clause (i) above, all of the Applicable
      Certificates and the Class A Certificates, or (B) in all other cases,
      the Applicable Certificates, the Class A Certificates, the Class C Certificates
      and, if applicable, the Additional Certificates that are senior to the
      securities held by such purchaser(s). Each payment of the purchase price of
      the
      Applicable Certificates referred to in the first sentence hereof shall be made
      to an account or accounts designated by the Trustee and each such purchase
      shall
      be subject to the terms of this Section 4.01. Each Applicable Certificateholder
      agrees by its acceptance of its Applicable Certificate that (at any time after
      the occurrence of a Certificate Buyout Event) it will, upon payment from Class
      C
      Certificateholder(s), Additional Certificateholder(s) or Refinancing
      Certificateholders, as the case may be, of the purchase price set forth in
      the
      first sentence of this paragraph, (i) forthwith sell, assign, transfer and
      convey to the purchaser(s) thereof (without recourse, representation or warranty
      of any kind except for its own acts), all of the right, title, interest and
      obligation of such Applicable Certificateholder in the Agreement, the Escrow
      Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
      Facility, the NPA, the Note Documents and all Applicable Certificates and Escrow
      Receipts held by such Applicable Certificateholder (excluding all right, title
      and interest under any of the foregoing to the extent such right, title or
      interest is with respect to an obligation not then due and payable as respects
      any action or inaction or state of affairs occurring prior to such sale) (and
      the purchaser shall assume all of such Applicable Certificateholder's
      obligations under the Agreement, the Escrow Agreement, the Deposit Agreement,
      the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents
      and all such Applicable Certificates and Escrow Receipts), (ii) if such
      purchase occurs after a record date specified in Section 2.03 of the Escrow
      Agreement relating to the distribution of unused Deposits and/or accrued and
      unpaid interest on Deposits and prior to or on the related distribution date
      thereunder, forthwith turn over to the purchaser(s) of its Applicable
      Certificate all amounts, if any, received by it on account of such distribution,
      and (iii) if such purchase occurs after a Record Date relating to any
      distribution and prior to or on the related Distribution Date, forthwith turn
      over to the purchaser(s) of its Applicable Certificate all amounts, if any,
      received by it on account of such distribution. The Applicable Certificates
      will
      be deemed to be purchased on the date payment of the purchase price is made
      notwithstanding the failure of the Applicable Certificateholders to deliver
      any
      Applicable Certificates and, upon such a purchase, (I) the only rights of the
      

    
      
        
        

      

      
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    Applicable
      Certificateholders will be to deliver the Applicable Certificates to the
      purchaser(s) and receive the purchase price for such Applicable Certificates
      and
      (II) if the purchaser(s) shall so request, such Applicable Certificateholder
      will comply with all the provisions of Section 3.04 of the Basic Agreement
      to
      enable new Applicable Certificates to be issued to the purchaser in such
      denominations as it shall request. All charges and expenses in connection with
      the issuance of any such new Applicable Certificates shall be borne by the
      purchaser thereof.

    


    As
      used
      in this Section 4.01 and elsewhere in this Trust Supplement, the terms
      "Additional Certificate", "Additional Certificateholder", "Additional Equipment
      Notes", "Additional Trust", "Additional Trust Agreement", "Additional Trustee",
      "Class A Certificate", "Class A Certificateholder", "Class A Trust", "Class
      A
      Trust Agreement", "Class A Trustee", "Class C Certificate", "Class C
      Certificateholder", "Class C Trust", "Class C Trust Agreement", "Class C
      Trustee", "Refinancing Certificates", "Refinancing Certificateholder",
      "Refinancing Equipment Notes" and "Refinancing Trust" shall have the respective
      meanings assigned to such terms in the Intercreditor Agreement.

    


    (c) This
      Section 4.01 supersedes and replaces Section 6.01(b) of the Basic Agreement,
      with respect to the Applicable Trust.

    


    Section
      4.02. Amendment
      of Section 6.05 of the Basic Agreement.
      Section
      6.05 of the Basic Agreement shall be amended, with respect to the Applicable
      Trust, by deleting the phrase "and thereby annul any Direction given by such
      Certificateholders or the Trustee to such Loan Trustee with respect thereto,"
      set forth in the first sentence thereof.

     

    ARTICLE
      V

    THE
      TRUSTEE

     

    Section
      5.01. Delivery
      of Documents; Delivery Dates.
      (a) The
      Trustee is hereby directed (i) to execute and deliver the Intercreditor
      Agreement, the Escrow Agreement and the NPA on or prior to the Issuance Date,
      each in the form delivered to the Trustee by the Company, and (ii) subject
      to
      the respective terms thereof, to perform its obligations thereunder. Upon
      request of the Company and the satisfaction or waiver of the closing conditions
      specified in the Underwriting Agreement, the Trustee shall execute, deliver,
      authenticate, issue and sell Applicable Certificates in authorized denominations
      equaling in the aggregate the amount set forth, with respect to the Applicable
      Trust, in Schedule I to the Underwriting Agreement evidencing the entire
      ownership interest in the Applicable Trust, which amount equals the maximum
      aggregate principal amount of Equipment Notes which may be purchased by the
      Trustee pursuant to the NPA. Except as provided in Sections 3.03, 3.04, 3.05
      and
      3.06 of the Basic Agreement, the Trustee shall not execute, authenticate or
      deliver Applicable Certificates in excess of the aggregate amount specified
      in
      this paragraph. The provisions of this Section 5.01(a) supersede and
      replace the first sentence of Section 3.02(a) of the Basic Agreement, with
      respect to the Applicable Trust.

    


    (b) After
      the
      Issuance Date, the Company may deliver from time to time to the Trustee a
      Delivery Notice relating to one or more Equipment Notes. After receipt of a
      Delivery Notice and in any case no later than one Business Day prior to a
      Scheduled Delivery 

    
      
        
        

      

      
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    Date
      as
      to which such Delivery Notice relates (the "Applicable
      Delivery Date"),
      the
      Trustee shall (as and when specified in the Delivery Notice) instruct the Escrow
      Agent to provide a Notice of Purchase Withdrawal to the Depositary requesting
      (A) the withdrawal of one or more Deposits on the Applicable Delivery Date
      in
      accordance with and to the extent permitted by the terms of the Escrow Agreement
      and the Deposit Agreement and (B) the payment of all, or a portion, of such
      Deposit or Deposits in an amount equal in the aggregate to the purchase price
      of
      such Equipment Notes to or on behalf of the Company, all as shall be described
      in the Delivery Notice. The Trustee shall (as and when specified in such
      Delivery Notice), subject to the conditions set forth in Section 2 of the NPA,
      enter into and perform its obligations under the Participation Agreement
      specified in such Delivery Notice (the "Applicable
      Participation Agreement")
      and
      cause such certificates, documents and legal opinions relating to the Trustee
      to
      be duly delivered as required by the Applicable Participation Agreement. If
      at
      any time prior to the Applicable Delivery Date, the Trustee receives a notice
      of
      postponement pursuant to Section 1(e) or 1(f) of the NPA, then the Trustee
      shall
      give the Depositary (with a copy to the Escrow Agent) a notice of cancellation
      of such Notice of Purchase Withdrawal relating to such Deposit or Deposits
      on
      such Applicable Delivery Date. Upon satisfaction of the conditions specified
      in
      the NPA and the Applicable Participation Agreement, the Trustee shall purchase
      the applicable Equipment Notes with the proceeds of the withdrawals of one
      or
      more Deposits made on the Applicable Delivery Date in accordance with the terms
      of the Deposit Agreement and the Escrow Agreement. The purchase price of such
      Equipment Notes shall equal the principal amount of such Equipment Notes.
      Amounts withdrawn from such Deposit or Deposits in excess of the purchase price
      of the Equipment Notes or to the extent not applied on the Applicable Delivery
      Date to the purchase price of the Equipment Notes, shall be re-deposited by
      the
      Trustee with the Depositary on the Applicable Delivery Date in accordance with
      the terms of the Deposit Agreement. The provisions of this Section 5.01(b)
      supersede and replace the provisions of Section 2.02 of the Basic Agreement
      with
      respect to the Applicable Trust, and all provisions of the Basic Agreement
      relating to Postponed Notes and Section 2.02 of the Basic Agreement shall not
      apply to the Applicable Trust.

    


    (c)
      The
      Trustee acknowledges its acceptance of all right, title and interest in and
      to
      the Trust Property to be acquired pursuant to Section 5.01(b) of this Trust
      Supplement, the NPA and each Applicable Participation Agreement, and declares
      that it holds and will hold such right, title and interest for the benefit
      of
      all present and future Applicable Certificateholders, upon the trusts set forth
      in the Agreement. By its acceptance of an Applicable Certificate, each initial
      Applicable Certificateholder, as a grantor of the Applicable Trust, joins with
      the Trustee in the creation of the Applicable Trust. The provisions of this
      Section 5.01(c) supersede and replace the provisions of Section 2.03 of the
      Basic Agreement, with respect to the Applicable Trust.

    


    Section
      5.02.  Withdrawal
      of Deposits.
      If any
      Deposits remain outstanding on the Business Day next succeeding the Cut-off
      Date, the Trustee shall promptly give the Escrow Agent notice that the Trustee's
      obligation to purchase Equipment Notes under the NPA has terminated and instruct
      the Escrow Agent to provide a notice of Final Withdrawal to the Depositary
      substantially in the form of Exhibit B to the Deposit Agreement (the
      "Final
      Withdrawal Notice").

    
      
        
        

      

      
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    Section
      5.03.  The
      Trustee.
      (a)
      Subject to Section 5.04 of this Trust Supplement and Section 7.15 of the Basic
      Agreement, the Trustee shall not be responsible in any manner whatsoever for
      or
      in respect of the validity or sufficiency of this Trust Supplement, the Deposit
      Agreement, the NPA or the Escrow Agreement or the due execution hereof or
      thereof by the Company or the other parties thereto (other than the Trustee),
      or
      for or in respect of the recitals and statements contained herein or therein,
      all of which recitals and statements are made solely by the Company, except
      that
      the Trustee hereby represents and warrants that each of this Trust Supplement,
      the Basic Agreement, each Applicable Certificate, the Intercreditor Agreement,
      the NPA and the Escrow Agreement has been executed and delivered by one of
      its
      officers who is duly authorized to execute and deliver such document on its
      behalf.

    


    (b) Except
      as
      herein otherwise provided and except during the continuation of an Event of
      Default in respect of the Applicable Trust created hereby, no duties,
      responsibilities or liabilities are assumed, or shall be construed to be
      assumed, by the Trustee by reason of this Trust Supplement other than as set
      forth in the Agreement, and this Trust Supplement is executed and accepted
      on
      behalf of the Trustee, subject to all the terms and conditions set forth in
      the
      Agreement, as fully to all intents as if the same were herein set forth at
      length.

    


    Section
      5.04.  Representations
      and Warranties of the Trustee.
      The
      Trustee hereby represents and warrants that:

    


    (a) the
      Trustee has full power, authority and legal right to execute, deliver and
      perform this Trust Supplement, the Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is or is to become a
      party
      and has taken all necessary action to authorize the execution, delivery and
      performance by it of this Trust Supplement, the Intercreditor Agreement, the
      Escrow Agreement, the NPA and the Note Documents to which it is or is to become
      a party;

    


    (b) the
      execution, delivery and performance by the Trustee of this Trust Supplement,
      the
      Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents
      to
      which it is or is to become a party (i) will not violate any provision of
      any United States federal law or the law of the state of the United States
      where
      it is located governing the banking and trust powers of the Trustee or any
      order, writ, judgment, or decree of any court, arbitrator or governmental
      authority applicable to the Trustee or any of its assets, (ii) will not
      violate any provision of the articles of association or by-laws of the Trustee,
      and (iii) will not violate any provision of, or constitute, with or without
      notice or lapse of time, a default under, or result in the creation or
      imposition of any lien on any properties included in the Trust Property pursuant
      to the provisions of any mortgage, indenture, contract, agreement or other
      undertaking to which it is a party, which violation, default or lien could
      reasonably be expected to have an adverse effect on the Trustee's performance
      or
      ability to perform its duties hereunder or thereunder or on the transactions
      contemplated herein or therein;

    


    (c) the
      execution, delivery and performance by the Trustee of this Trust Supplement,
      the
      Intercreditor Agreement, the Escrow Agreement, the NPA and the Note Documents
      to
      which it is or is to become a party will not require the authorization,


    
      
        
        

      

      
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    consent,
      or approval of, the giving of notice to, the filing or registration with, or
      the
      taking of any other action in respect of, any governmental authority or agency
      of the United States or the state of the United States where it is located
      regulating the banking and corporate trust activities of the Trustee;
      and

    


    (d) this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA
      and
      the Note Documents to which it is or is to become a party have been, or will
      be,
      as applicable, duly executed and delivered by the Trustee and constitute, or
      will constitute, as applicable, the legal, valid and binding agreements of
      the
      Trustee, enforceable against it in accordance with their respective terms;
      provided,
      however,
      that
      enforceability may be limited by (i) applicable bankruptcy, insolvency,
      reorganization, moratorium or similar laws affecting the rights of creditors
      generally and (ii) general principles of equity.

    


    Section
      5.05. Trustee
      Liens.
      The
      Trustee in its individual capacity agrees, in addition to the agreements
      contained in Section 7.17 of the Basic Agreement, that it will at its own cost
      and expense promptly take any action as may be necessary to duly discharge
      and
      satisfy in full any Trustee's Liens on or with respect to the Trust Property
      which is attributable to the Trustee in its individual capacity and which is
      unrelated to the transactions contemplated by the Intercreditor Agreement or
      the
      NPA.

     

    ARTICLE
      VI

    ADDITIONAL
      AMENDMENT; SUPPLEMENTAL AGREEMENTS

     

    Section
      6.01. Amendment
      of Section 5.02 of the Basic Agreement.
      Section
      5.02 of the Basic Agreement shall be amended, with respect to the Applicable
      Trust, by (i) replacing the phrase "of the Note Documents and of this Agreement"
      set forth in paragraph (b) thereof with the phrase "of the Note Documents,
      of
      the NPA and of this Agreement" and (ii) replacing the phrase "of this Agreement
      and any Note Document" set forth in the last paragraph of Section 5.02 with
      the phrase "of this Agreement, the NPA and any Note Document".

    


    Section
      6.02. Supplemental
      Agreements Without Consent of Applicable Certificateholders.
      Without
      limitation of Section 9.01 of the Basic Agreement, under the terms of, and
      subject to the limitations contained in, Section 9.01 of the Basic Agreement,
      the Company may (but will not be required to), and the Trustee (subject to
      Section 9.03 of the Basic Agreement) shall, at the Company's request, at any
      time and from time to time, (i) enter into one or more agreements supplemental
      to the Escrow Agreement, the NPA or the Deposit Agreement, for any of the
      purposes set forth in clauses (1) through (9) of such Section 9.01, and (without
      limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses
      (2) and (3) of such Section 9.01 shall also be deemed to include the Company's
      obligations under (in the case of clause (2)), and the Company's rights and
      powers conferred by (in the case of clause (3)), the NPA, and
      (b) references in clauses (4), (6) and (7) of such Section 9.01 to "any
      Intercreditor Agreement or any Liquidity Facility" shall also be deemed to
      refer
      to "the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement,
      the NPA or the Deposit Agreement", (ii) enter into one or more agreements
      supplemental to the Agreement, the Intercreditor Agreement or the NPA to provide
      for the formation of one or more Additional Trusts, the 

    
      
        
        

      

      
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    issuance
      of Additional Certificates, the purchase by any Additional Trust of applicable
      Additional Equipment Notes and other matters incidental thereto or otherwise
      contemplated by Section 2.01(b) of the Basic Agreement, subject to the
      provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor
      Agreement, and (iii) enter into one or more agreements supplemental to the
      Agreement to provide for the formation of one or more Refinancing Trusts, the
      issuance of Refinancing Certificates, the purchase by any Refinancing Trust
      of
      applicable Refinancing Equipment Notes and other matters incidental thereto
      or
      as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject
      to
      the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the
      Intercreditor Agreement.

    


    Section
6.03.
Supplemental
      Agreements with Consent of Applicable Certificateholders.
      Without
      limitation of Section 9.02 of the Basic Agreement, the provisions of Section
      9.02 of the Basic Agreement shall apply to agreements or amendments for the
      purpose of adding any provisions to or changing in any manner or eliminating
      any
      of the provisions of the Escrow Agreement, the Deposit Agreement, the Liquidity
      Facility or the NPA or modifying in any manner the rights and obligations of
      the
      Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement,
      the Liquidity Facility or the NPA; provided
      that the
      provisions of Section 9.02(1) of the Basic Agreement shall be deemed to include
      reductions in any manner of, or delay in the timing of, any receipt by the
      Applicable Certificateholders of payments upon the Deposits.

    


    Section
      6.04. Consent
      of Holders of Certificates Issued under Other Trusts.
      Notwithstanding any provision in Section 6.02 or Section 6.03 of this Trust
      Supplement to the contrary, no amendment or modification of Section 4.01 of
      this
      Trust Supplement shall be effective unless the trustee for each Class of
      Certificates affected by such amendment or modification shall have consented
      thereto.

     

    ARTICLE
      VII

    TERMINATION
      OF TRUST

     

    Section
      7.01. Termination
      of the Applicable Trust.
      (a)  The respective obligations and responsibilities of the Company
      and the Trustee with respect to the Applicable Trust shall terminate upon the
      earlier of (A) the completion of the assignment, transfer and discharge
      described in the first sentence of the immediately following paragraph and
      (B) distribution to all Applicable Certificateholders and the Trustee of
      all amounts required to be distributed to them pursuant to the Agreement and
      the
      disposition of all property held as part of the Trust Property; provided,
      however,
      that in
      no event shall the Applicable Trust continue beyond one hundred ten (110) years
      following the date of the execution of this Trust Supplement. 

    


    Upon
      the
      earlier of (i) the first Business Day following June 30, 2009 or, if later,
      the
      fifth Business Day following the Delivery Period Termination Date and (ii)
      the
      fifth Business Day following the date on which a Triggering Event occurs (such
      date, the "Transfer
      Date"),
      or,
      if later, the date on which all of the conditions set forth in the immediately
      following sentence have been satisfied, the Trustee is hereby directed (subject
      only to the immediately following sentence) to, and the Company shall direct
      the
      institution that will serve as the Related Trustee 

    
      
        
        

      

      
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    under
      the
      Related Pass Through Trust Agreement to, execute and deliver the Assignment
      and
      Assumption Agreement, pursuant to which the Trustee shall assign, transfer
      and
      deliver all of the Trustee's right, title and interest to the Trust Property
      to
      the Related Trustee under the Related Pass Through Trust Agreement. The Trustee
      and the Related Trustee shall execute and deliver the Assignment and Assumption
      Agreement upon the satisfaction of the following conditions: 

    


    (i) The
      Trustee, the Related Trustee and each of the Rating Agencies then rating the
      Applicable Certificates shall have received an Officer's Certificate and an
      Opinion of Counsel dated the date of the Assignment and Assumption Agreement
      and
      each satisfying the requirements of Section 1.02 of the Basic Agreement, which
      Opinion of Counsel shall be substantially to the effect set forth below and
      may
      be relied upon by the Beneficiaries (as defined in the Assignment and Assumption
      Agreement):

    


    (I) Upon
      the
      execution and delivery thereof by the parties thereto in accordance with the
      terms of the Agreement and the Related Pass Through Trust Agreement, the
      Assignment and Assumption Agreement will constitute the valid and binding
      obligation of each of the parties thereto enforceable against each such party
      in
      accordance with its terms;

    


    (II) Upon
      the
      execution and delivery of the Assignment and Assumption Agreement in accordance
      with the terms of the Agreement and the Related Pass Through Trust Agreement,
      each of the Applicable Certificates then Outstanding will be entitled to the
      benefits of the Related Pass Through Trust Agreement; 

    


    (III) The
      Related Trust is not required to be registered as an investment company under
      the Investment Company Act of 1940, as amended; 

    


    (IV) The
      Related Pass Through Trust Agreement constitutes the valid and binding
      obligation of the Company enforceable against the Company in accordance with
      its
      terms; and

    


    (V) Neither
      the execution and delivery of the Assignment and Assumption Agreement in
      accordance with the terms of the Agreement and the Related Pass Through Trust
      Agreement, nor the consummation by the parties thereto of the transactions
      contemplated to be consummated thereunder on the date thereof, will violate
      any
      law or governmental rule or regulation of the State of New York or the United
      States of America known to such counsel to be applicable to the transactions
      contemplated by the Assignment and Assumption Agreement.

    


    (ii) The
      Trustee and the Company shall have received (x) a copy of the articles of
      incorporation and bylaws of the Related Trustee certified as of the Transfer
      Date by the Secretary or Assistant Secretary of such institution and (y) a copy
      of the filing (including all attachments thereto) made by the institution
      serving as the Related Trustee with the Office of the Superintendent, State
      of
      New York Banking Department for the qualification of the Related Trustee under
      Section 131(3) of the New York Banking Law.

    
      
        
        

      

      
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    Upon
      the
      execution of the Assignment and Assumption Agreement by the parties thereto,
      the
      Applicable Trust shall be terminated, the Applicable Certificateholders shall
      receive beneficial interests in the Related Trust in exchange for their
      interests in the Applicable Trust equal to their respective beneficial interests
      in the Applicable Trust, and the Outstanding Applicable Certificates
      representing Fractional Undivided Interests in the Applicable Trust shall be
      deemed for all purposes of the Agreement and the Related Pass Through Trust
      Agreement, without further signature or action of any party or Applicable
      Certificateholder, to be certificates representing the same fractional undivided
      interests in the Related Trust and its trust property. By acceptance of its
      Applicable Certificate, each Applicable Certificateholder consents to such
      assignment, transfer and delivery of the Trust Property to the trustee of the
      Related Trust upon the execution and delivery of the Assignment and Assumption
      Agreement.

    


    In
      connection with the occurrence of the event set forth in clause (B) above,
      notice of such termination, specifying the Distribution Date upon which the
      Applicable Certificateholders may surrender their Applicable Certificates to
      the
      Trustee for payment of the final distribution and cancellation, shall be mailed
      promptly by the Trustee to Applicable Certificateholders not earlier than the
      60th
      day and
      not later than the 15th
      day next
      preceding such final Distribution Date specifying (A) the Distribution Date
      upon
      which the proposed final payment of the Applicable Certificates will be made
      upon presentation and surrender of Applicable Certificates at the office or
      agency of the Trustee therein specified, (B) the amount of any such proposed
      final payment, and (C) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, payments being made only upon presentation
      and surrender of the Applicable Certificates at the office or agency of the
      Trustee therein specified. The Trustee shall give such notice to the Registrar
      at the time such notice is given to Applicable Certificateholders. Upon
      presentation and surrender of the Applicable Certificates in accordance with
      such notice, the Trustee shall cause to be distributed to Applicable
      Certificateholders such final payments.

    


    In
      the
      event that all of the Applicable Certificateholders shall not surrender their
      Applicable Certificates for cancellation within six months after the date
      specified in the above-mentioned written notice, the Trustee shall give a second
      written notice to the remaining Applicable Certificateholders to surrender
      their
      Applicable Certificates for cancellation and receive the final distribution
      with
      respect thereto. No additional interest shall accrue on the Applicable
      Certificates after the Distribution Date specified in the first written notice.
      In the event that any money held by the Trustee for the payment of distributions
      on the Applicable Certificates shall remain unclaimed for two years (or such
      lesser time as the Trustee shall be satisfied, after sixty days' notice from
      the
      Company, is one month prior to the escheat period provided under applicable
      law)
      after the final distribution date with respect thereto, the Trustee shall pay
      to
      each Loan Trustee the appropriate amount of money relating to such Loan Trustee
      and shall give written notice thereof to the Company.

    


    (b)
      The
      provisions of this Section 7.01 supersede and replace the provisions of Section
      11.01 of the Basic Agreement in its entirety, with respect to the Applicable
      Trust.

    
      
        
        

      

      
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    ARTICLE
      VIII

    MISCELLANEOUS
      PROVISIONS

     

    Section 8.01.
Basic
      Agreement Ratified.
      Except
      and so far as herein expressly provided, all of the provisions, terms and
      conditions of the Basic Agreement are in all respects ratified and confirmed;
      and the Basic Agreement and this Trust Supplement shall be taken, read and
      construed as one and the same instrument. All replacements of provisions of,
      and
      other modifications of the Basic Agreement set forth in this Trust Supplement
      are solely with respect to the Applicable Trust.

    


    Section
      8.02. GOVERNING
      LAW.
      THE AGREEMENT AND, UNTIL THE TRANSFER DATE, THE APPLICABLE CERTIFICATES SHALL
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.
      THIS SECTION 8.02 SUPERSEDES AND REPLACES SECTION 12.05 OF THE BASIC
      AGREEMENT,
      WITH RESPECT TO THE APPLICABLE TRUST.

    


    Section
      8.03. Execution
      in Counterparts.
      This
      Trust Supplement may be executed in any number of counterparts, each of which
      shall be an original, but such counterparts shall together constitute but one
      and the same instrument.

    


    Section
      8.04. Intention
      of Parties.
      The
      parties hereto intend that the Applicable Trust be classified for U.S. federal
      income tax purposes as a grantor trust under Subpart E, Part I of Subchapter
      J
      of the Internal Revenue Code of 1986, as amended, and not as a trust or
      association taxable as a corporation or as a partnership. Each Applicable
      Certificateholder and Investor, by its acceptance of its Applicable Certificate
      or a beneficial interest therein, agrees to treat the Applicable Trust as a
      grantor trust for all U.S. federal, state and local income tax purposes. The
      powers granted and obligations undertaken pursuant to the Agreement shall be
      so
      construed so as to further such intent.

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company and the Trustee have caused this Trust Supplement
      to be duly executed by their respective officers thereto duly authorized, as
      of
      the day and year first written above.

     

    
       

      
        	 	 	 
	 	
                CONTINENTAL
                  AIRLINES, INC.

              
	 
 	 
 	 
 
	 	By:  	 
	 	
                Name:

                Title:

              


      

       

      
        
          	 	 	 
	 	
                  
                    WILMINGTON
                      TRUST COMPANY,
    as
                      Trustee

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:

                  Title:

                


        

      

        

        
          
            
            

          

          
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    EXHIBIT
      A

    
FORM
      OF
      CERTIFICATE

    


    Certificate

    No.
            

    


    [Unless
      this certificate is presented by an authorized representative of The Depository
      Trust Company, a New York corporation ("DTC"),
      to
      Issuer or its agent for registration of transfer, exchange or payment, and
      any
      certificate issued is registered in the name of Cede & Co. or in such other
      name as is requested by an authorized representative of DTC (and any payment
      is
      made to Cede & Co. or to such other entity as is requested by an authorized
      representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch the registered owner hereof,
      Cede & Co., has an interest herein.]*

    


    


    


    CONTINENTAL
      AIRLINES PASS THROUGH TRUST 2007-1B-O

    


    Continental
      Airlines Pass Through Certificate, Series 2007-1B-O

    Issuance
      Date: April 10, 2007

    


    Final
      Maturity Date: October 19, 2023

    


    Evidencing
      A Fractional Undivided Interest In The Continental Airlines Pass Through Trust
      2007-1B-O, The Property Of Which Shall Include Certain Equipment Notes Each
      Secured By An Aircraft Owned By Continental Airlines, Inc.

    


    


    $[_____________]
      Fractional Undivided Interest

    representing
      0.0004507550% of the Trust per $1,000 face amount

    


    THIS
      CERTIFIES THAT __________, for value received, is the registered owner of a
      $___________ (___________________________________________________ DOLLARS)
      Fractional Undivided Interest in the Continental Airlines Pass Through Trust
      2007-1B-O (the "Trust")
      created by Wilmington Trust Company, as trustee (the "Trustee"),
      pursuant to a Pass Through Trust Agreement, dated as of September 25, 1997
      (the
      "Basic
      Agreement"),
      between the Trustee and Continental Airlines, Inc., a Delaware corporation
      (the
      "Company"),
      as


    
       

      
         

        
          

            

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

               

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
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    supplemented
      by Trust Supplement No. 2007-1B-O thereto, dated as of April 10, 2007 (the
      "Trust
      Supplement"
      and,
      together with the Basic Agreement, the "Agreement"),
      between the Trustee and the Company, a summary of certain of the pertinent
      provisions of which is set forth below. To the extent not otherwise defined
      herein, the capitalized terms used herein have the meanings assigned to them
      in
      the Agreement. This Certificate is one of the duly authorized Certificates
      designated as "Continental Airlines Pass Through Certificates, Series 2007-1B-O"
      (herein called the "Certificates").
      This
      Certificate is issued under and is subject to the terms, provisions and
      conditions of the Agreement. By virtue of its acceptance hereof, the holder
      of
      this Certificate (the "Certificateholder"
      and,
      together with all other holders of Certificates issued by the Trust, the
      "Certificateholders")
      assents to and agrees to be bound by the provisions of the Agreement and the
      Intercreditor Agreement. The property of the Trust includes certain Equipment
      Notes and all rights of the Trust to receive payments under the Intercreditor
      Agreement and the Liquidity Facility (the "Trust
      Property").
      Each
      issue of the Equipment Notes is secured by, among other things, a security
      interest in an Aircraft owned by the Company.

    


    The
      Certificates represent Fractional Undivided Interests in the Trust and the
      Trust
      Property and have no rights, benefits or interest in respect of any other
      separate trust established pursuant to the terms of the Basic Agreement for
      any
      other series of certificates issued pursuant thereto.

    


    Subject
      to and in accordance with the terms of the Agreement and the Intercreditor
      Agreement, from funds then available to the Trustee, there will be distributed
      on April 19 and October 19 of each year (a "Regular
      Distribution Date")
      commencing October 19, 2007, to the Person in whose name this Certificate is
      registered at the close of business on the 15th day preceding the Regular
      Distribution Date, an amount in respect of the Scheduled Payments on the
      Equipment Notes due on such Regular Distribution Date, the receipt of which
      has
      been confirmed by the Trustee, equal to the product of the percentage interest
      in the Trust evidenced by this Certificate and an amount equal to the sum of
      such Scheduled Payments. Subject to and in accordance with the terms of the
      Agreement and the Intercreditor Agreement, in the event that Special Payments
      on
      the Equipment Notes are received by the Trustee, from funds then available
      to
      the Trustee, there shall be distributed on the applicable Special Distribution
      Date, to the Person in whose name this Certificate is registered at the close
      of
      business on the 15th day preceding the Special Distribution Date, an amount
      in respect of such Special Payments on the Equipment Notes, the receipt of
      which
      has been confirmed by the Trustee, equal to the product of the percentage
      interest in the Trust evidenced by this Certificate and an amount equal to
      the
      sum of such Special Payments so received. If a Regular Distribution Date or
      Special Distribution Date is not a Business Day, distribution shall be made
      on
      the immediately following Business Day with the same force and effect as if
      made
      on such Regular Distribution Date or Special Distribution Date and interest
      shall accrue during the intervening period. The Trustee shall mail notice of
      each Special Payment and the Special Distribution Date therefor to the
      Certificateholder of this Certificate.

    


    Distributions
      on this Certificate will be made by the Trustee by check mailed to the Person
      entitled thereto, without presentation or surrender of this Certificate or
      the
      making of any notation hereon, except that with respect to Certificates
      registered on the Record Date in the name of a Clearing Agency (or its nominee),
      such distribution shall be made by wire transfer. 

    
      
        
        

      

      
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    Except
      as
      otherwise provided in the Agreement and notwithstanding the above, the final
      distribution on this Certificate will be made after notice mailed by the Trustee
      of the pendency of such distribution and only upon presentation and surrender
      of
      this Certificate at the office or agency of the Trustee specified in such
      notice.

    


    The
      Certificates do not represent a direct obligation of, or an obligation
      guaranteed by, or an interest in, the Company or the Trustee or any affiliate
      thereof. The Certificates are limited in right of payment, all as more
      specifically set forth on the face hereof and in the Agreement. All payments
      or
      distributions made to Certificateholders under the Agreement shall be made
      only
      from the Trust Property and only to the extent that the Trustee shall have
      sufficient income or proceeds from the Trust Property to make such payments
      in
      accordance with the terms of the Agreement. Each Certificateholder of this
      Certificate, by its acceptance hereof, agrees that it will look solely to the
      income and proceeds from the Trust Property to the extent available for
      distribution to such Certificateholder as provided in the Agreement. This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for information with respect to the interests, rights, benefits,
      obligations, privileges, and duties evidenced hereby. A copy of the Agreement
      may be examined during normal business hours at the principal office of the
      Trustee, and at such other places, if any, designated by the Trustee, by any
      Certificateholder upon request.

    


    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Company and
      the rights of the Certificateholders under the Agreement at any time by the
      Company and the Trustee with the consent of the Certificateholders holding
      Certificates evidencing Fractional Undivided Interests aggregating not less
      than
      a majority in interest in the Trust. Any such consent by the Certificateholder
      of this Certificate shall be conclusive and binding on such Certificateholder
      and upon all future Certificateholders of this Certificate and of any
      Certificate issued upon the transfer hereof or in exchange hereof or in lieu
      hereof whether or not notation of such consent is made upon this Certificate.
      The Agreement also permits the amendment thereof, in certain limited
      circumstances, without the consent of the Certificateholders of any of the
      Certificates.

    


    As
      provided in the Agreement and subject to certain limitations set forth therein,
      the transfer of this Certificate is registrable in the Register upon surrender
      of this Certificate for registration of transfer at the offices or agencies
      maintained by the Trustee in its capacity as Registrar, or by any successor
      Registrar, duly endorsed or accompanied by a written instrument of transfer
      in
      form satisfactory to the Trustee and the Registrar, duly executed by the
      Certificateholder hereof or such Certificateholder's attorney duly authorized
      in
      writing, and thereupon one or more new Certificates of authorized denominations
      evidencing the same aggregate Fractional Undivided Interest in the Trust will
      be
      issued to the designated transferee or transferees.

    


    Under
      certain circumstances set forth in Section 7.01 of the Trust Supplement, all
      of
      the Trustee's right, title and interest to the Trust Property may be assigned,
      transferred and delivered to the Related Trustee of the Related Trust pursuant
      to the Assignment and Assumption Agreement. Upon the effectiveness of such
      Assignment and Assumption Agreement (the "Transfer"),
      the
      Trust shall be terminated, the Certificateholders shall receive beneficial
      interests 

    
      
        
        

      

      
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    in
      the
      Related Trust in exchange for their interests in the Trust equal to their
      respective beneficial interests in the Trust, the Certificates representing
      Fractional Undivided Interests in the Trust shall be deemed for all purposes
      of
      the Agreement and the Related Pass Through Trust Agreement to be certificates
      representing the same fractional undivided interests in the Related Trust and
      its trust property. Each Certificateholder, by its acceptance of this
      Certificate or a beneficial interest herein, agrees to be bound by the
      Assignment and Assumption Agreement and subject to the terms of the Related
      Pass
      Through Trust Agreement as a Certificateholder thereunder. From and after the
      Transfer, unless and to the extent the context otherwise requires, references
      herein to the Trust, the Agreement and the Trustee shall constitute references
      to the Related Trust, the Related Pass Through Trust Agreement and trustee
      of
      the Related Trust, respectively. 

    


    The
      Certificates are issuable only as registered Certificates without coupons in
      minimum denominations of $1,000 Fractional Undivided Interest and integral
      multiples thereof, except that one Certificate may be issued in a different
      denomination. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      authorized denominations evidencing the same aggregate Fractional Undivided
      Interest in the Trust, as requested by the Certificateholder surrendering the
      same.

    


    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee shall require payment of a sum sufficient to cover any tax
      or
      governmental charge payable in connection therewith.

    


    Each
      Certificateholder and Investor, by its acceptance of this Certificate or a
      beneficial interest herein, agrees to treat the Trust as a grantor trust for
      all
      U.S. federal, state and local income tax purposes.

    


    The
      Trustee, the Registrar, and any agent of the Trustee or the Registrar may treat
      the person in whose name this Certificate is registered as the owner hereof
      for
      all purposes, and neither the Trustee, the Registrar, nor any such agent shall
      be affected by any notice to the contrary.

    


    The
      obligations and responsibilities created by the Agreement and the Trust created
      thereby shall terminate upon the distribution to Certificateholders of all
      amounts required to be distributed to them pursuant to the Agreement and the
      disposition of all property held as part of the Trust Property.

    


    Any
      Person acquiring or accepting this Certificate or an interest herein will,
      by
      such acquisition or acceptance, be deemed to have represented and warranted
      to
      and for the benefit of the Company that either: (i) the assets of an employee
      benefit plan subject to Title I of the Employee Retirement Income Security
      Act
      of 1974, as amended ("ERISA"),
      or of
      a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
      (the "Code"),
      have
      not been used to purchase or hold this Certificate or an interest herein or
      (ii) the purchase and holding of this Certificate or an interest herein are
      exempt from the prohibited transaction restrictions of ERISA and the Code
      pursuant to one or more prohibited transaction statutory or administrative
      exemptions.

    
      
        
        

      

      
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    THE
      AGREEMENT AND, UNTIL THE TRANSFER, THIS CERTIFICATE SHALL BE GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE AND THE
      OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
      IN
      ACCORDANCE WITH SUCH LAWS. THE RELATED PASS THROUGH TRUST AGREEMENT AND, FROM
      AND AFTER THE TRANSFER, THIS CERTIFICATE SHALL BE GOVERNED AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
      AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
      SUCH LAWS.

    


    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    


    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
 

    
      
        	 	 	 
	 	
                CONTINENTAL
                  AIRLINES PASS THROUGH TRUST 2007-1B-O

              
	 
 	 
 	 
 
	 	By:  	
                WILMINGTON
                  TRUST COMPANY,

                  as
                    Trustee

                

              


      

      
        	 	 	 
	 	By:  	 
	 	
                Name:

                Title:

              


      

      

        
          
            
            

          

          
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    FORM
      OF
      THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

    


    


    This
      is
      one of the Certificates referred to in the within-mentioned
      Agreement.

     

    
       

      
        
          	 	 	 
	 	
                  WILMINGTON
                    TRUST COMPANY,

                    as
                      Trustee

                  

                
	 
 	 
 	 
 
	 	By:  	 
	 	
                  Name:

                  Title:

                


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
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    EXHIBIT
      B

    


    


    [DTC
      Letter of Representations]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
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    EXHIBIT
      C

    


    


    FORM
      OF
      ASSIGNMENT AND ASSUMPTION AGREEMENT

    Continental
      Airlines Pass Through Trust 2007-1B-O

    


    ASSIGNMENT
      AND ASSUMPTION AGREEMENT (2007-1B-O), dated ________ __, ____ (the
      "Assignment
      Agreement"),
      between Wilmington Trust Company, a Delaware banking corporation ("WTC"),
      not
      in its individual capacity except as expressly provided herein, but solely
      as
      trustee under the Pass Through Trust Agreement dated as of September 25, 1997
      (as amended or modified from time to time, the "Basic
      Agreement"),
      as
      supplemented by the Trust Supplement No. 2007-1B-O dated as of April 10, 2007
      (the "Trust
      Supplement"
      and
      together with the Basic Agreement, the "Agreement")
      in
      respect of the Continental Airlines Pass Through Trust 2007-1B-O (the
      "Assignor"),
      and
      Wilmington Trust Company, a Delaware banking corporation, not in its individual
      capacity except as expressly provided herein, but solely as trustee under the
      Basic Agreement as supplemented by the Trust Supplement No. 2007-1B-S dated
      as
      of April 10, 2007 (the "New
      Supplement",
      and,
      together with the Basic Agreement, the "New Agreement")
      in
      respect of the Continental Airlines Pass Through Trust 2007-1B-S (the
      "Assignee").

    


    W
      I T N E
      S S E T H:

    


    WHEREAS,
      the parties hereto desire to effect on the date hereof (the "Transfer
      Date")
      (a)
      the transfer by the Assignor to the Assignee of all of the right, title and
      interest of the Assignor in, under and with respect to, among other things,
      the
      Trust Property and each of the documents listed in Schedule I hereto (the
      "Scheduled
      Documents")
      and
      (b) the assumption by the Assignee of the obligations of the Assignor (i) under
      the Scheduled Documents and (ii) in respect of the Applicable Certificates
      issued under the Agreement; and

    


    WHEREAS,
      the Scheduled Documents permit such transfer upon satisfaction of certain
      conditions heretofore or concurrently herewith being complied with;

    


    NOW,
      THEREFORE, in consideration of the premises and of the mutual covenants and
      agreements herein contained, the parties hereto do hereby agree as follows
      (capitalized terms used herein without definition having the meaning ascribed
      thereto in the Agreement):

    


    1. Assignment.
      The
      Assignor does hereby sell, assign, convey, transfer and set over unto the
      Assignee as of the Transfer Date all of its present and future right, title
      and
      interest in, under and with respect to the Trust Property and the Scheduled
      Documents and each other contract, agreement, document or instrument relating
      to
      the Trust Property or the Scheduled Documents (such other contracts, agreements,
      documents or instruments, together with the Scheduled Documents, to be referred
      to as the "Assigned
      Documents"),
      and
      any proceeds therefrom, together with all documents and instruments evidencing
      any of such right, title and interest.


    
      
        
        

      

      
        
        

        
          

        

      

      
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    2. Assumption.
      The
      Assignee hereby assumes for the benefit of the Assignor and each of the parties
      listed in Schedule II hereto (collectively, the "Beneficiaries")
      all of
      the duties and obligations of the Assignor, whenever accrued, pursuant to the
      Assigned Documents and hereby confirms that it shall be deemed a party to each
      of the Assigned Documents to which the Assignor is a party and shall be bound
      by
      all the terms thereof (including the agreements and obligations of the Assignor
      set forth therein) as if therein named as the Assignor. Further, the Assignee
      hereby assumes for the benefit of the Assignor and the Beneficiaries all of
      the
      duties and obligations of the Assignor under the Outstanding Applicable
      Certificates and hereby confirms that the Applicable Certificates representing
      Fractional Undivided Interests under the Agreement shall be deemed for all
      purposes of the Agreement and the New Agreement to be certificates representing
      the same fractional undivided interests under the New Agreement equal to their
      respective beneficial interests in the trust created under the
      Agreement.

    


    3. Effectiveness.
      This
      Assignment Agreement shall be effective upon the execution and delivery hereof
      by the parties hereto, and each Applicable Certificateholder, by its acceptance
      of its Applicable Certificate or a beneficial interest therein, agrees to be
      bound by the terms of this Assignment Agreement.

    


    4. Payments.
      The
      Assignor hereby covenants and agrees to pay over to the Assignee, if and when
      received following the Transfer Date, any amounts (including any sums payable
      as
      interest in respect thereof) paid to or for the benefit of the Assignor that,
      under Section 1 hereof, belong to the Assignee.

    


    5. Further
      Assurances.
      The
      Assignor shall, at any time and from time to time, upon the request of the
      Assignee, promptly and duly execute and deliver any and all such further
      instruments and documents and take such further action as the Assignee may
      reasonably request to obtain the full benefits of this Assignment Agreement
      and
      of the rights and powers herein granted. The Assignor agrees to deliver any
      Applicable Certificates, and all Trust Property, if any, then in the physical
      possession of the Assignor, to the Assignee.

    


    6. Representations
      and Warranties.
      (a) The
      Assignee represents and warrants to the Assignor and each of the Beneficiaries
      that:

    


    (i) it
      has
      all requisite power and authority and legal right to enter into and carry out
      the transactions contemplated hereby and to carry out and perform the
      obligations of the "Pass Through Trustee" under the Assigned
      Documents;

    


    (ii) on
      and as
      of the date hereof, the representations and warranties of the Assignee set
      forth
      in Section 7.15 of the Basic Agreement and Section 5.04 of the New Supplement
      are true and correct.

    


    (b) The
      Assignor represents and warrants to the Assignee that:

    


    (i) it
      is
      duly incorporated, validly existing and in good standing under the laws of
      the
      State of Delaware and has the full trust power, authority and legal right under
      

    
      
        
          
          

        

        
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    the
      laws
      of the State of Delaware and the United States pertaining to its trust and
      fiduciary powers to execute and deliver this Assignment Agreement;

    


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

    


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

    


    7. GOVERNING
      LAW.
      THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
      WITH
      THE LAWS OF THE STATE OF NEW YORK INCLUDING MATTERS OF CONSTRUCTION, VALIDITY
      AND PERFORMANCE.

    


    8. Counterparts.
      This
      Assignment Agreement may be executed in any number of counterparts, all of
      which
      together shall constitute a single instrument. It shall not be necessary that
      any counterpart be signed by both parties so long as each party shall sign
      at
      least one counterpart.

    


    9. Third
      Party Beneficiaries.
      The
      Assignee hereby agrees, for the benefit of the Beneficiaries, that its
      representations, warranties and covenants contained herein are also intended
      to
      be for the benefit of each Beneficiary, and each Beneficiary shall be deemed
      to
      be an express third party beneficiary with respect thereto, entitled to enforce
      directly and in its own name any rights or claims it may have against such
      party
      as such beneficiary.

      
        
          
          

        

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

     

    
       

      
        	 	 	 
	 	
                ASSIGNOR:

              
	 
 	 
 	
                 

                WILMINGTON
                  TRUST
                  COMPANY, not in its individual capacity except as expressly provided
                  herein, but solely as trustee under the Pass Through Trust Agreement
                  and
                  Trust Supplement in respect of the Continental Airlines Pass Through
                  Trust
                  2007-1B-O
 

              
	 	By:  	 
	 	Title: 


      

       

      
         

        
          	 	 	 
	 	
                  ASSIGNEE:

                
	 
 	 
 	
                   

                  
                    WILMINGTON
                      TRUST COMPANY, not in its individual capacity except as expressly
                      provided
                      herein, but solely as trustee under the Pass Through Trust
                      Agreement and
                      Trust Supplement in respect of the Continental Airlines Pass
                      Through Trust
                      2007-1B-S

                     

                  

                
	 	By:  	 
	 	Title: 


        

         

      

    

     

    
      
        
        

      

      
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    Schedule
      I


    


    Schedule
      of Assigned Documents

    


    (1)  Intercreditor
      Agreement dated as of April 10, 2007 among the Trustee, the Other Trustees,
      the
      Liquidity Provider, the liquidity provider relating to the Class A Certificates
      and the Subordination Agent.

     

    (2)  Escrow
      and Paying Agent Agreement (Class B) dated as of April 10, 2007 among the Escrow
      Agent, the Underwriters, the Trustee and the Paying Agent.

     

    (3)  Note
      Purchase Agreement dated as of April 10, 2007 among the Company, the Trustee,
      the Other Trustees, the Depositary, the Escrow Agent, the Paying Agent and
      the
      Subordination Agent.

     

    (4)  Deposit
      Agreement (Class B) dated as of April 10, 2007 between the Escrow Agent and
      the
      Depositary.

     

    (5)  Each
      of
      the Operative Agreements (as defined in the Participation Agreement for each
      Aircraft) in effect as of the Transfer Date.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Schedule
      II


    


    Schedule
      of Beneficiaries

    


    Wilmington
      Trust Company, not in its individual capacity but solely as Subordination
      Agent

    


    Wilmington
      Trust Company, not in its individual capacity but solely as Paying
      Agent

    


    RZB
      Finance LLC, as Liquidity Provider

    


    Raiffeisen
      Zentralbank Österreich Aktiengesellschaft, as Liquidity Guarantor

    


    Credit
      Suisse, New York Branch, as Depositary

    


    Continental
      Airlines, Inc.

    


    Morgan
      Stanley & Co. Incorporated, as Underwriter

    


    Credit
      Suisse Securities (USA) LLC, as Underwriter

    


    Merrill
      Lynch, Pierce, Fenner & Smith Incorporated,
      as
      Underwriter

    


    Citigroup
      Global Markets Inc.,
      as
      Underwriter

    


    UBS
      Securities LLC,
      as
      Underwriter

    


    Calyon
      Securities (USA) Inc.,
      as
      Underwriter

    


    J.P.Morgan
      Securities Inc.,
      as
      Underwriter

    


    Wells
      Fargo Bank Northwest, National Association, as Escrow Agent 

    


    Each
      of
      the other parties to the Assigned Documents