Trust Supplement No. 2007-1C-S, dated as of April 10, 2007


     

    


    


    


    


    


    


    


    TRUST
      SUPPLEMENT No. 2007-1C-S

    


    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

    


    


    


    $168,198,000

    


    Continental
      Airlines Pass Through Trust 2007-1C-S

    7.339%
      Continental Airlines

    Pass
      Through Certificates,

    Series
      2007-1C-S

    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    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  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.Acquisition of Trust Property

            	
              16

            
	
              Section
                5.02.[Intentionally Omitted]

            	
              17

            
	
              Section
                5.03.The Trustee

            	
              17

            
	
              Section
                5.04.Representations and Warranties of the
                Trustee

            	
              17

            
	
              Section
                5.05.Trustee Liens

            	
              18

            
	
               

              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

            	
              19

            
	
              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

            	
               

              21

            
	
              Section
                8.01.Basic Agreement Ratified

            	
              21

            
	
              Section
                8.02.GOVERNING LAW

            	
              21

            
	
              Section
                8.03.Execution in Counterparts

            	
              21

            
	
              Section
                8.04.Intention of Parties

            	
              21

            
	 	 


    

     


    
      
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        BACK

      

    

    


    This
      Trust Supplement No. 2007-1C-S, 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,
      as of the Transfer Date (as defined below), the Company will have financed
      the
      acquisition of all or a portion of such Aircraft through separate secured loan
      transactions, under which the Company owns such Aircraft (collectively, the
      "Owned
      Aircraft");

    


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

    


    WHEREAS,
      as of the Transfer Date, the Related Trustee will assign, transfer and deliver
      all of such trustee's right, title and interest to the trust property held
      by
      the Related Trustee to the Trustee pursuant to the Assignment and Assumption
      Agreement (as defined below);

    


    WHEREAS,
      the Trustee, effective only, but automatically, upon execution and delivery
      of
      the Assignment and Assumption Agreement, will be deemed to have declared the
      creation of the Continental Airlines Pass Through Trust 2007-1C-S (the
      "Applicable
      Trust")
      for
      the benefit of the Applicable Certificateholders, and each Holder of Applicable
      Certificates outstanding as of the Transfer Date, as the grantors of the
      Applicable Trust, by their respective acceptances of such Applicable
      Certificates, will join in the creation of the Applicable Trust with the
      Trustee;

    


    WHEREAS,
      all Applicable Certificates (as defined below) deemed 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 Applicable Certificates to which an
      Escrow Receipt (as defined below) has been affixed;

    


    WHEREAS,
      upon the execution and delivery of the Assignment and Assumption Agreement,
      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 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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    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.
      The
      Applicable Certificates shall be known as "Continental Airlines Pass Through
      Certificates, Series 2007-1C-S". 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
      initially deemed issued under the Agreement shall be equal to the aggregate
      principal amount of "Outstanding" pass through certificates representing
      fractional undivided interests in the Related Trust on the Transfer Date.
      Subject to the preceding sentence and Section 5.01 of this Trust Supplement
      and
      except for Applicable Certificates authenticated and delivered under Sections
      3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, no Applicable Certificates
      shall be authenticated under the Agreement.

    


    (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.

     

    (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.

    


    
      
        
          
          

        

        
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    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 as Exhibit A to the
      Related Pass Through Trust Supplement, with such appropriate insertions,
      omissions, substitutions and other variations as are required or permitted
      by
      the Related Pass Through Trust Agreement or the Agreement, as the case may
      be,
      or as the Trustee may deem appropriate, to reflect the fact that the Applicable
      Certificates are being issued under the Agreement as opposed to under the
      Related Pass Through Trust Agreement. 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 as Exhibit B to the Related Pass Through Trust
      Supplement.

    


    (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 not entitled to the benefits of a 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.

     

    (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. 

    


    
      
        
          
          

        

        
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    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:
      Means
      the Basic Agreement, as supplemented by this Trust Supplement.

    


    Aircraft:
      Means
      each of the New Aircraft or Substitute Aircraft in respect of which a
      Participation Agreement is 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:
      Means
      any of the "Applicable Certificates" issued by the Related Trust and that are
      "Outstanding" (as defined in the Related Pass Through Trust Agreement) as of
      the
      Transfer Date (the "Transfer
      Date Certificates")
      and
      any Certificate issued in exchange therefor or replacement thereof pursuant
      to
      the Agreement.

    


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

    


    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
      to the Related Pass Through Trust Supplement executed and delivered in
      accordance with Section 7.01 of the Related Trust Supplement.

    


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

    


    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.

    


    
      
        
          
          

        

        
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    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:
      Has the
      meaning specified in the Related Pass Through Trust Supplement.

    


    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.

    


    
      
        
          
          

        

        
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    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
      Related Trustee (and after the Transfer Date, the Trustee) and the 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
April
      19,
      2014.
      

    


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

    


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

    


    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 Related Trustee
      (and after the Transfer Date, the Trustee), the Related Other Trustees (and
      after the Transfer Date, the Other Trustees), the Liquidity Provider 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
      Provider:
      Means,
      initially, RZB Finance LLC, as liquidity provider under the Class A Liquidity
      Facility and Class B Liquidity Facility (as such terms are defined in the
      Intercreditor Agreement), and any replacements or successors thereof appointed
      in accordance with the Intercreditor Agreement.

    


    New
      Aircraft:
      Has the
      meaning specified in the NPA. 


    


    
      
        
          
          

        

        
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    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.

    


    NPA:
      Means
      the Note Purchase Agreement dated as of April 10, 2007 among the Related Trustee
      (and after the Transfer Date, the Trustee), the Related Other Trustees (and
      after the Transfer Date, the Other Trustees), the Company, the Escrow Agent,
      the
      Escrow Paying Agent and the Subordination Agent, 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-S dated as of the date hereof relating to Continental Airlines
      Pass Through Trust 2007-1A-S, (ii) the Basic Agreement as supplemented by
      Trust Supplement No. 2007-1B-S dated as of the date hereof relating to
      Continental Airlines Pass Through Trust 2007-1B-S, (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.

    


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

    


    Outstanding:
      When
      used with respect to Applicable Certificates, means, as of the date of
      determination, all Transfer Date Certificates, and all other Applicable
      Certificates theretofore authenticated and delivered under the Agreement, in
      each case except:

    


        (i) Applicable
      Certificates theretofore canceled by the Registrar or delivered to the Trustee
      or the Registrar for cancellation;

    


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

    


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

    


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


    


    
      
        
          
          

        

        
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    Participation
      Agreement:
      Means
      each Participation Agreement entered into by the Related 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" as defined in the Related Pass Through Trust Agreement, less
      (ii) the aggregate amount of all payments made as of such date in respect
      of such Certificates, the Applicable Certificates (as defined in the Related
      Pass Through Trust Agreement) or the Deposits, other than payments made in
      respect of interest or premium thereon or reimbursement of any costs or expenses
      incurred in connec-tion 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" as defined in the Related Pass Through
      Trust Agreement. 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 B
      Certificates.

    


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

    


    Related
      Other Pass Through Trust Agreements:
      Means
      the "Other Agreements" as defined in the Related Pass Through Trust Agreement.
      

    


    Related
      Other Trustees:
      Means
      the "Other Trustees" as defined in the Related Pass Through Trust
      Agreement.

    


    Related
      Other Trusts:
      Means
      the "Other Trusts" as defined in the Related Pass Through Trust Agreement.
      

    


    Related
      Pass Through Trust Agreement:
      Means
      the Basic Agreement as supplemented by the Trust Supplement No. 2007-1C-O dated
      as of the date hereof (the "Related
      Pass Through Trust Supplement"),
      relating to the Continental Airlines Pass Through Trust 2007-1C-O and entered
      into by the Company and the Related Trustee, as amended, supplemented or
      otherwise modified from time to time in accordance with its
      terms.


    


    
      
        
          
          

        

        
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    Related
      Trust:
      Means
      the Continental Pass Through Trust 2007-1C-O, formed under the Related Pass
      Through Trust Agreement.

    


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

    


    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); 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:
      Means
      the moment of execution and delivery of the Assignment and Assumption Agreement
      by each of the parties thereto.

    


    Transfer
      Date Certificates:
      Has the
      meaning specified in the definition of "Applicable Certificates".

    


    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
      and the NPA, 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, provided
      that
      rights with respect to the Deposits or under the Escrow Agreement will not
      constitute Trust Property. 

    


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

    


    
      
        
          
          

        

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

    


    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

    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;

    


    (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 

    


    
      
        
          
          

        

        
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    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.

    


    (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 (if the Related Trustee
      has
      not already done so) 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 (if the Related Trustee has not already
      done so) 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
      Transfer Date, the Trustee (if the Related Trustee has not already done so)
      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" (as defined
      in the Related Pass Through Trust Agreement) on the Delivery Period Termination
      Date. The Trustee (if the Related Trustee has not already done so) will mail
      to
      each such Clearing Agency Participant the statement described above and will
      make available additional copies as requested 

    


    
      
        
          
          

        

        
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    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.

    


    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

    


    
      
        
          
          

        

        
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    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,

     

    (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 (which shall not expire upon any
      purchase of the Class A Certificates pursuant to the Class B Trust Agreement)
      to
      purchase, for the purchase prices set forth in the Class A Trust Agreement
      and
      the Class B Trust Agreement, respectively, all, but not less than all, of the
      Class A Certificates and the Class B Certificates upon 15 days' written notice
      to the Class A Trustee, the Class B Trustee and each other Applicable
      Certificateholder, on the third Business Day next following the expiry of such
      15-day

    


    
      
        
          
          

        

        
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    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 and the Class B 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 and the Class B
      Certificates pursuant to this Section 4.01(a); 

    


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

    


    (i) 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 Class A Certificates pursuant to the Class B Trust Agreement or any purchase
      of the Class A Certificates and the Class B Certificates pursuant to clause
      (a)
      above) to purchase all, but not less than all, of the Class A Certificates,
      the
      Class B Certificates, the Applicable 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 B 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 Class B Certificates, the
      Applicable 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 Class B Certificates, the Applicable Certificates and such
      senior Additional Certificates pursuant to this Section 4.01(b)(i).

    


    
      
        
          
          

        

        
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      (ii) 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 Section 4.01(a) (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, the Class A Certificates, the Class B
      Certificates and the Applicable 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 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 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 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 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
      

    


    
      
        
          
          

        

        
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    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 B Certificate", "Class B
      Certificateholder", "Class B Trust", "Class B Trust Agreement", "Class B
      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. Acquisition
      of Trust Property.
       (a) The Trustee is hereby irrevocably authorized and directed to execute
      and deliver the Assignment and Assumption Agreement on the date specified in
      Section 7.01 of the Related Pass Through Trust Supplement, subject only to
      the
      satisfaction of the conditions set forth in said Section 7.01. The Agreement
      (except only for this sentence and the immediately preceding sentence hereof,
      which are effective upon execution and delivery hereof) shall become effective
      upon the execution and delivery of the Assignment and Assumption Agreement
      by
      the Trustee and the Related Trustee, automatically and without any further
      signature or action on the part of the Company and the Trustee, and shall
      thereupon constitute the legal, valid and binding obligation of the parties
      hereto enforceable against each of the parties hereto in accordance with its
      terms. Upon such execution and delivery of the Assignment and Assumption
      Agreement, the Related Trust shall be terminated, the Applicable
      Certificateholders shall receive beneficial interests in the Applicable Trust
      in
      exchange for their interests in the Related Trust equal to their respective
      beneficial interests in the Related Trust and the "Outstanding" (as defined
      in
      the Related Pass Through Trust Agreement) pass through certificates representing
      fractional undivided interests in the Related Trust shall be deemed for all
      purposes of the Agreement, without further signature or action of any party
      or
      Certificateholder, to be Certificates representing the same Fractional Undivided
      Interests in the Trust and Trust Property. By acceptance of its Applicable
      Certificate, each Applicable Certificateholder consents to and ratifies such
      assignment, transfer and delivery of the trust property of the Related Trust
      to
      the Trustee upon the execution and delivery of the Assignment and Assumption
      Agreement. The provisions of this Section 5.01(a) supersede and 

    


    
      
        
          
          

        

        
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    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 or Section 2.02 of the Basic Agreement shall not apply to the
      Applicable Trust.

    


    (b) The
      Trustee, upon the execution and delivery of the Assignment and Assumption
      Agreement, acknowledges its acceptance of all right, title and interest in
      and
      to the Trust Property and declares that the Trustee holds and will hold such
      right, title and interest for the benefit of all then present and future
      Applicable Certificateholders, upon the trusts herein and in the Basic Agreement
      set forth. By the acceptance of each Applicable Certificate issued to it under
      the Related Pass Through Trust Agreement and deemed issued under the Agreement,
      each Holder of any such Applicable Certificate as grantor of the Applicable
      Trust thereby joins in the creation and declaration of the Applicable Trust.
      The
      provisions of this Section 5.01(b) supersede and replace the provisions of
      Section 2.03 of the Basic Agreement, with respect to the Applicable
      Trust.

    


    Section
      5.02. [Intentionally
      Omitted]

    


    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, on the Transfer Date, that:

    


    (a) the
      Trustee has full power, authority and legal right to receive the Trust Property
      assigned by the Related Trustee, assume the obligations under, and perform,
      the
      Assignment and Assumption Agreement, this Trust Supplement, the Intercreditor
      Agreement, the Escrow Agreement, the NPA and the Note Documents to which it
      is a
      party and has taken all necessary action to authorize such receipt, assumption
      and performance by it of this Trust Supplement, the Intercreditor Agreement,
      the
      Escrow Agreement, the NPA and the Note Documents to which it is a
      party;

    


    
      
        
          
          

        

        
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    (b) the
      receipt of the Trust Property under the Assignment and Assumption Agreement
      and
      the performance by the Trustee of the Assignment and Assumption Agreement,
      this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA
      and
      the Note Documents to which it is 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
      receipt of the Trust Property under the Assignment and Assumption Agreement
      and
      the performance by the Trustee of the Assignment and Assumption Agreement,
      this
      Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the NPA
      and
      the Note Documents to which it is a party will not require the authorization,
      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) the
      Assignment and Assumption Agreement has been duly executed and delivered by
      the
      Trustee and this Trust Supplement, the Intercreditor Agreement, the Escrow
      Agreement, the NPA and the Note Documents to which it is 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.

    


    
      
        
          
          

        

        
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    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" shall also be deemed
      to refer to "the Intercreditor Agreement, 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 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
      or the NPA or modifying in any manner the rights and obligations of the
      Applicable Certificateholders under the Escrow Agreement, the Deposit Agreement
      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.


    


    
      
        
          
          

        

        
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    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 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. 

    


    Notice
      of
      any 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.


    


    
      
        
          
          

        

        
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    (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.

     

    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 THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED
      IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 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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