Note Purchase Agreement, dated as of April 10, 2007


    


    


    


    


    
      
        

      

    

    


    


    NOTE
      PURCHASE AGREEMENT

    


    Dated
      as of April 10, 2007

    


    Among

    


    CONTINENTAL
      AIRLINES, INC.,

    


    WILMINGTON
      TRUST COMPANY,

    as
      Pass Through Trustee under each of the

    Pass
      Through Trust Agreements

    


    WILMINGTON
      TRUST COMPANY,

    as
      Subordination Agent

    


    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

    as
      Escrow Agent

    


    and

    


    WILMINGTON
      TRUST COMPANY,

    as
      Paying Agent


    


     

    
      
 


     


    
      
        
        

      

      
        
        

        
          

        

      

       

    


    


    INDEX
      TO NOTE PURCHASE AGREEMENT

     

     

    
      	 	
              Page

               

            
	
              SECTION
                1.  Financing of New
                Aircraft

            	
              3

            
	
              SECTION
                2.  Conditions Precedent

            	
              7

            
	
              SECTION
                3.  Representations and
                Warranties

            	
              7

            
	
              SECTION
                4.  Covenants

            	
              12

            
	
              SECTION
                5.  Notices

            	
              16

            
	
              SECTION
                6.  Expenses

            	
              16

            
	
              SECTION
                7.  Further Assurances

            	
              17

            
	
              SECTION
                8.  Miscellaneous

            	
              17

            
	
              SECTION
                9.  Governing Law

            	
              18

            
	
               

              Schedules

            


    

    
      	
               

              Schedule
                I

            	
               

              Eligible
                Aircraft and Scheduled Delivery
                Months

            
	
              Schedule
                II

            	
              Trust
                Supplements

            
	
              Schedule
                III

            	
              Required
                Terms

            


    

    
      	
               

              Annex

            


    

    
      	
               

              Annex
                A

            	
               

              Definitions

            


    

    
      	
               

              Exhibits

            


    

    
      	
               

              Exhibit
                A

            	
               

              Form
                of Delivery Notice

            
	
              Exhibit
                B

            	
              Form
                of Participation Agreement

            
	
              Exhibit
                C

            	
              Form
                of Indenture

            


    

    



    
      
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    NOTE
      PURCHASE AGREEMENT

     

    This
      NOTE PURCHASE AGREEMENT, dated as of April 10, 2007, among (i)CONTINENTAL
      AIRLINES, INC., a Delaware corporation (the "Company"),
      (ii)WILMINGTON TRUST COMPANY ("WTC"),
      a
      Delaware banking corporation, not in its individual capacity except as otherwise
      expressly provided herein, but solely as trustee (in such capacity together
      with
      its successors in such capacity, the "Pass
      Through Trustee")
      under
      each of the three separate Pass Through Trust Agreements (as defined below),
      (iii) WILMINGTON TRUST COMPANY, a Delaware banking corporation, as subordination
      agent and trustee (in such capacity together with its successors in such
      capacity, the "Subordination
      Agent")
      under
      the Intercreditor Agreement (as defined below), (iv) WELLS FARGO BANK NORTHWEST,
      NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such
      capacity together with its successors in such capacity, the "Escrow
      Agent"),
      under
      each of the Escrow and Paying Agent Agreements (as defined below) and (v)
      WILMINGTON TRUST COMPANY, a Delaware banking corporation, as Paying Agent (in
      such capacity together with its successors in such capacity, the "Paying
      Agent")
      under
      each of the Escrow and Paying Agent Agreements.

     

    W
      I T N E
      S S E T H:

     

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

     

    WHEREAS,
      the Company has obtained commitments from the Manufacturer pursuant to the
      Aircraft Purchase Agreement for the delivery of the thirty-nine aircraft listed
      in Schedule I hereto (together with any aircraft substituted therefor in
      accordance with the Aircraft Purchase Agreement prior to the delivery thereof,
      the "Eligible
      Aircraft"),
      and
      the Company wishes to finance pursuant to this Agreement a portion of the
      purchase price of twelve Boeing 737-824 aircraft and eighteen Boeing 737-924ER
      aircraft included in the Eligible Aircraft (such aircraft to be financed
      hereunder, the "New
      Aircraft");

     

    WHEREAS,
      pursuant to the Basic Pass Through Trust Agreement and each of the Trust
      Supplements set forth in Schedule II hereto, and concurrently with the execution
      and delivery of this Agreement, separate grantor trusts (collectively, the
      "Pass
      Through Trusts"
      and,
      individually, a "Pass
      Through Trust")
      have
      been created to facilitate certain of the transactions contemplated hereby,
      including, without limitation, the issuance and sale of pass through
      certificates 


    
      
        
        

      

      
        
        

        
          

        

      

      
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    pursuant
      thereto (collectively, the "Certificates")
      to
      provide for a portion of the financing of the New Aircraft;

     

    WHEREAS,
      the Company has entered into the Underwriting Agreement, dated as of March
      27,
      2007 (the "Underwriting
      Agreement")
      with
      the Underwriters named therein (the "Underwriters")
      which
      provides that the Company will cause the Pass Through Trustee under the Class
      A
      Pass Through Trust (the "Class
      A Pass Through Trustee"),
      the
      Pass Through Trustee under the Class B Pass Through Trust (the "Class
      B Pass Through Trustee")and
      the
      Pass Through Trustee under the Class C Pass Through Trust (the "Class
      C Pass Through Trustee")
      to
      issue and sell the Class A Certificates, the Class B Certificates and the Class
      C Certificates, respectively, to the Underwriters on the Issuance
      Date;

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, (i) the Escrow
      Agent and the Depositary have entered into three Deposit Agreements, dated
      as of
      the Issuance Date, one each relating to the Class A, Class B and Class C Pass
      Through Trust (together, the "Deposit
      Agreements")
      whereby the Escrow Agent agreed to direct the Underwriters to make certain
      deposits referred to therein on the Issuance Date (the "Initial
      Deposits")
      and to
      permit the applicable Pass Through Trustees to make additional deposits from
      time to time thereafter (the Initial Deposits together with such additional
      deposits are collectively referred to as the "Deposits")
      and
      (ii) the applicable Pass Through Trustees, Underwriters, Paying Agents and
      Escrow Agents have entered into three Escrow and Paying Agent Agreements, dated
      as of the Issuance Date, one each relating to the Class A, Class B and Class
      C
      Pass Through Trust (together, the "Escrow
      and Paying Agent Agreements"),
      whereby, among other things, (a) the Underwriters agreed to deliver an
      amount equal to the amount of the Initial Deposits to the Depositary on behalf
      of the applicable Escrow Agent and (b) the applicable Escrow Agent, upon
      the Depositary receiving such amount, agreed to deliver escrow receipts to
      be
      affixed to each Certificate;

     

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

     

    WHEREAS,
      upon the financing of each New Aircraft, the Class A, Class B and Class C
      Pass Through Trustees each will fund its purchase of Equipment Notes with the
      proceeds of one or 


    
      
        
        

      

      
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    more
      Deposits withdrawn by the applicable Escrow Agent under the related Deposit
      Agreement bearing the same interest rate as the Certificates issued by the
      applicable Pass Through Trust; and

     

    WHEREAS,
      concurrently with the execution and delivery of this Agreement, (i) RZB Finance
      LLC (the "Liquidity
      Provider"),
      has
      entered into two revolving credit agreements, one each for the benefit of the
      Certificateholders of the Class A and Class B Pass Through Trusts, in each
      case
      with the Subordination Agent, as agent for the Pass Through Trustee on behalf
      of
      each such Pass Through Trust (each such revolving credit agreement with the
      Liquidity Provider, a "Liquidity
      Facility")
      and
      (ii) the Pass Through Trustees, the Liquidity Provider and the Subordination
      Agent have entered into the Intercreditor Agreement, dated as of the date hereof
      (the "Intercreditor
      Agreement").

     

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

     

    SECTION
      1.Financing
      of New Aircraft.
      (a) The
      Company confirms that it has entered into the Aircraft Purchase Agreement with
      the Manufacturer pursuant to which the Company has agreed to purchase, and
      the
      Manufacturer has agreed to deliver, the Eligible Aircraft in the months
      specified in Schedule I hereto, all on and subject to terms and conditions
      specified in the Aircraft Purchase Agreement. The Company agrees to finance
      the
      New Aircraft in the manner provided herein, all on and subject to the terms
      and
      conditions hereof and of the relevant Financing Agreements.

     

    (b) In
      furtherance of the foregoing, the Company agrees to give the parties hereto,
      the
      Depositary and each of the Rating Agencies not less than two Business Days'
      prior notice substantially in the form of Exhibit A hereto (a "Delivery
      Notice")
      of the
      scheduled delivery date (the "Scheduled
      Delivery Date")
      (or,
      in the case of a substitute Delivery Notice under Section 1(e) or (f) hereof,
      one Business Day's prior notice) in respect of each New Aircraft under the
      Aircraft Purchase Agreement, which notice shall: 

     

    (i)
      specify the Scheduled Delivery Date of such New Aircraft (which shall be a
      Business Day before the Cut-off Date and, except as provided in Section 1(f)
      hereof, the date (the


    
      
        
        

      

      
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    "Funding
      Date")
      on
      which the financing therefor in the manner provided herein shall be
      consummated);

     

    (ii) instruct
      each Pass Through Trustee being requested to purchase Equipment Notes pursuant
      to such Delivery Notice (the "Applicable
      Pass Through Trustees")
      to
      enter into the Participation Agreement included in the Financing Agreements
      with
      respect to such Aircraft in such form and at such a time on or before the
      Funding Date specified in such Delivery Notice and to perform its obligations
      thereunder;

     

    (iii) instruct
      each of the Class A, Class B and Class C Pass Through Trustees to instruct
      the relevant Escrow Agent to provide a Notice of Purchase Withdrawal to the
      Depositary with respect to the Equipment Notes to be issued to such Pass Through
      Trustee in connection with the financing of such New Aircraft (except in the
      case of any such financing on the Issuance Date); and

     

    (iv) specify
      the aggregate principal amount of each series of Equipment Notes, if any, to
      be
      issued, and purchased by the Applicable Pass Through Trustees, in connection
      with the financing of such New Aircraft scheduled to be delivered on such
      Funding Date (which shall in all respects comply with the Required
      Terms).

     

    (c) Upon
      receipt of a Delivery Notice, the Applicable Pass Through Trustees shall, and
      shall cause the Subordination Agent to, enter into and perform their obligations
      under the Participation Agreement specified in such Delivery Notice,
provided
      that
      such Participation Agreement and the Indenture to be entered into pursuant
      to
      such Participation Agreement shall be in the forms thereof annexed hereto in
      all
      material respects and, if modified in any material respect, as to which Rating
      Agency Confirmation shall have been obtained from each Rating Agency by the
      Company (to be delivered by the Company to the Applicable Pass Through Trustees
      on or before the relevant Funding Date, it being understood that if Rating
      Agency Confirmation shall have been received with respect to any Financing
      Agreements and such Financing Agreements are utilized for subsequent New
      Aircraft (or Substitute Aircraft) without material modifications, no additional
      Rating Agency Confirmation shall be required); provided,
      however,
      that
      the relevant Financing Agreements as executed and delivered shall not vary
      the
      Required Terms. Notwithstanding the foregoing, an Indenture may be modified
      to
      the extent required for the issuance of Equipment Notes pursuant to Section
      4(a)(vi) of this Agreement, subject to the terms of such Section and Section
      9.1(c) or


    
      
        
        

      

      
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    9.1(d)
      of
      the Intercreditor Agreement, whichever may be applicable. The Company shall
      pay
      the reasonable costs and expenses of the Rating Agencies in connection with
      obtaining any such Rating Agency Confirmation. With respect to each New
      Aircraft, the Company shall cause WTC (or such other person that meets the
      eligibility requirements to act as loan trustee under the Indenture) to execute
      as Loan Trustee the Financing Agreements relating to such Aircraft to which
      such
      Loan Trustee is intended to be a party, and shall concurrently therewith execute
      such Financing Agreements to which the Company is intended to be a party and
      perform its respective obligations thereunder. Upon the request of either Rating
      Agency, the Company shall deliver or cause to be delivered to such Rating Agency
      a true and complete copy of each Financing Agreement relating to the financing
      of each New Aircraft together with a true and complete set of the closing
      documentation (including legal opinions) delivered to the related Loan Trustee,
      Subordination Agent and Pass Through Trustee under the related Participation
      Agreement. 

     

    (d) The
      Company agrees that all Equipment Notes issued pursuant to any Indenture shall
      initially be registered in the name of the Subordination Agent on behalf of
      the
      applicable Pass Through Trustee (or, in the case of any Additional Series
      Equipment Notes, on behalf of the Additional Pass Through Trustee with respect
      to the corresponding Additional Certificates).

     

    (e) If
      after giving any Delivery Notice, there shall be a delay in the delivery of
      the
      Eligible Aircraft referred to therein, or if on the Scheduled Delivery Date
      of
      the Eligible Aircraft the financing thereof in the manner contemplated hereby
      shall not be consummated for whatever reason, the Company shall give the parties
      hereto and the Depositary prompt notice thereof. Concurrently with the giving
      of
      such notice of postponement or subsequently, the Company shall give the parties
      hereto and the Depositary a substitute Delivery Notice specifying the date
      to
      which delivery and related financing of such Eligible Aircraft or of another
      Eligible Aircraft of the same type in lieu thereof shall have been re-scheduled
      (which shall be a Business Day before the Cut-off Date on which the Escrow
      Agents shall be entitled to withdraw one or more Deposits under each of the
      applicable Deposit Agreements to enable each of the Class A, Class B and
      Class C Pass Through Trustees to fund its purchase of the related Equipment
      Notes). Upon receipt of any such notice of postponement, each Applicable Pass
      Through Trustee shall comply with its obligations under Section 5.01
      of


    
      
        
        

      

      
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    each
      of
      the Trust Supplements and thereafter the financing of such Eligible Aircraft,
      as
      specified in such substitute Delivery Notice, shall take place on the
      re-scheduled Delivery Date therefor (all on and subject to the terms and
      conditions of the relevant Financing Agreements) unless further postponed as
      provided herein.

     

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

     

    (g) If
      the Scheduled Delivery Date for any Eligible Aircraft is delayed (a) more than
      30 days beyond the last day of the month set forth opposite such Eligible
      Aircraft under the heading "Scheduled Delivery Months" in Schedule I hereto
      or
      (b) beyond June 30, 2009, the Company may identify for delivery a substitute
      aircraft therefor meeting the following conditions (a "Substitute
      Aircraft"):
      (i) a
      Substitute Aircraft must be of the same model as the Eligible Aircraft being
      replaced and (ii) the Company shall be obligated to obtain Rating Agency
      Confirmation in respect of the replacement of any Eligible Aircraft by
      Substitute Aircraft. Upon the satisfaction of the conditions set forth above
      with respect to a Substitute Aircraft, the Eligible Aircraft to be replaced
      shall cease to be subject to this Agreement and all rights and obligations
      of
      the parties hereto concerning such Eligible Aircraft shall cease, and such
      Substitute Aircraft shall become and thereafter be subject to the terms and
      conditions of this Agreement to the same extent as such Eligible
      Aircraft.

     

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


    
      
        
        

      

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

     

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

     

    (a) no
      Triggering Event shall have occurred; and

     

    (b) the
      Company shall have delivered a certificate to each such Pass Through Trustee
      and
      the Liquidity Provider stating (i) that such Participation Agreement and the
      other Financing Agreements to be entered into pursuant to such Participation
      Agreement do not vary the Required Terms and (ii) that any substantive
      modification of such Financing Agreements from the forms of Financing Agreements
      attached to this Agreement do not materially and adversely affect the
      Certificateholders or the Liquidity Provider, and such certification shall
      be
      true and correct.

     

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

     

    SECTION
      3.Representations
      and Warranties.
      (a) The
      Company represents and warrants that:

     

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


    
      
        
        

      

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

     

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

     

    (b) WTC
      represents and warrants that:

     

    (i) WTC
      is
      duly incorporated, validly existing and in good standing under the laws of
      the
      State of Delaware and is a "citizen of the United States" as defined in Section
      40102(a)(15) of the Act, and has the full corporate power, authority and legal
      right under the laws of the State of Delaware and the United States pertaining
      to its banking, trust and fiduciary powers to execute and deliver this Agreement
      and each Financing Agreement to which it will be a party and to carry out the
      obligations of WTC, in its capacity as Subordination Agent, Pass Through Trustee
      or Paying Agent, as the case may be, under this Agreement and each Financing
      Agreement to which it will be a party;

     

    (ii) the
      execution and delivery by WTC, in its capacity as Subordination Agent, Pass
      Through Trustee or Paying Agent, as the case may be, of this Agreement and
      the
      performance by WTC, in its capacity as Subordination Agent, Pass Through Trustee
      or Paying Agent, as the case may be, of its obligations under this Agreement
      have been duly authorized by WTC, in its capacity as Subordination Agent, Pass
      Through Trustee or Paying Agent, as the case may be, and will not violate its
      articles of association or by-laws or the provisions of any indenture, mortgage,
      contract or other agreement to which it is a party or by which it is bound;
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    (iii) this
      Agreement constitutes the legal, valid and binding obligations of WTC, in its
      capacity as Subordination Agent, Pass Through Trustee or Paying Agent, as the
      case may be, enforceable against it in accordance with its terms, except as
      the
      same may be limited by applicable bankruptcy, insolvency, reorganization,
      moratorium or similar laws affecting the rights of creditors generally and
      by
      general principles of equity, whether considered in a proceeding at law or
      in
      equity.

     

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

     

    (d) The
      Subordination Agent represents and warrants that:

     

    (i) the
      Subordination Agent is duly incorporated, validly existing and in good standing
      under the laws of the State of Delaware, and has the full corporate power,
      authority and legal right under the laws of the State of Delaware and the United
      States pertaining to its banking, trust and fiduciary powers to execute and
      deliver this Agreement and each Financing Agreement to which it is or will
      be a
      party and to perform its obligations under this Agreement and each Financing
      Agreement to which it is or will be a party;

     

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

     

    (iii) none
      of
      the execution, delivery and performance by the Subordination Agent of this
      Agreement contravenes any law, rule or regulation of the State of Delaware
      or
      any United States governmental authority or agency regulating
      the


    
      
        
        

      

      
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    Subordination
      Agent's banking, trust or fiduciary powers or any judgment or order applicable
      to or binding on the Subordination Agent and do not contravene the Subordination
      Agent's articles of association or by-laws or result in any breach of, or
      constitute a default under, any agreement or instrument to which the
      Subordination Agent is a party or by which it or any of its properties may
      be
      bound;

     

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

     

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

     

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


    
      
        
        

      

      
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    Subordination
      Agent to perform its obligations under this Agreement.

     

    (e) The
      Escrow Agent represents and warrants that:

     

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

     

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

     

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

     

    (f) The
      Paying Agent represents and warrants that:

     

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


    
      
        
        

      

      
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    Paying
      Agent under each of the Paying Agent Agreements;

     

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

     

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

     

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

     

    (i) [Intentionally
      Omitted];

     

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

     

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

     

    (iv) Section
      4.07 of each Indenture is hereby incorporated by reference herein;

     

    (v) the
      Company agrees to provide written notice to each of the parties hereto of the
      occurrence of the Cut-off Date no later than one Business Day after the date
      thereof, such notice to refer specifically to the Pass Through Trustee's
      obligation to assign, transfer and deliver all of its right,


    
      
        
        

      

      
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    title
      and
      interest to the Trust Property (as defined in each Pass Through Trust Agreement)
      to the trustee of the Related Trust (as defined in each Pass Through Trust
      Agreement) in accordance with Section 7.01 of each of the Trust
      Supplements;

     

    
      (vi) the
        Company shall not redeem and re-issue any Series B or Series C Equipment
        Notes
        or issue any Additional Series Equipment Notes pursuant to any Indenture,
        unless
        it shall have obtained written confirmation from each Rating Agency that
        the
        reissuance or issuance of such Equipment Notes, as the case may be, will
        not
        result in (1) a reduction of the rating for any Class of Certificates then
        rated
        by any Rating Agency that will remain outstanding below the then current
        rating
        for such Class of Certificates or (2) a withdrawal or suspension of the rating
        of any Class of Certificates then rated by any Rating Agency that will remain
        outstanding. Any reissuance of the Series B or Series C Equipment Notes and
        issuance of Additional Series Equipment Notes shall be subject to the terms
        of
        Section 9.1(c) and 9.1(d), respectively, of the Intercreditor Agreement;
        and

       

      (vii) If
        (x)
        the Depositary’s short-term unsecured debt rating or short-term issuer credit
        rating, as the case may be, shall at any time fall below A-1+ from Standard
        & Poor’s Ratings Services or P-1 from Moody’s Investors Service, Inc. (such
        minimum ratings, the “Depositary Threshold Ratings”) or (y) the Company
        or the Depositary, in its sole discretion, gives written notice to the other
        of
        its election that the Depositary be replaced, the Company shall, within 30
        days
        after such event occurring, cause the Depositary to be replaced with a
        depositary bank (a “Replacement Depositary”) on the following terms and
        preconditions:

    

     

    (A) the
      Replacement Depositary must meet the Depositary Threshold Ratings and the
      Company shall have obtained written confirmation from each Rating Agency that
      such replacement will not cause a reduction of any rating then in effect for
      any
      Class of Certificates by such Rating Agency (without regard to any downgrading
      of any rating of the Depositary being replaced);

     

    (B) the
      Company shall pay all fees, expenses and other amounts then owing to the
      replaced Depositary and, except as expressly provided in clause (C) below,
      the
      Company shall pay any up-front fee of the Replacement Depositary and (without
      limitation of the foregoing) all out-of-pocket expenses (including reasonable
      fees and expenses of legal counsel) of the parties hereto (including without
      limitation all amounts payable


    
      
        
        

      

      
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    to
      the
      Rating Agencies) incurred in connection with such replacement;

     

    (C) solely
      in
      the case of the Depositary making an election in its discretion that it be
      replaced (and without limitation of clause (A) above), (x) the notice given
      by the Depositary to the Company shall nominate a Replacement Depositary, which
      shall satisfy all of terms and preconditions of this Section 4(a)(vii) (and
      the
      Company shall have the right to utilize such nominee as the Replacement
      Depositary or to select another Replacement Depositary), (y) the fees,
      expenses, indemnities and other amounts payable to the Replacement Depositary
      upon its execution of the Replacement Deposit Agreement or thereafter shall
      not
      to any extent exceed those which would have been payable to the Depositary
      had
      such replacement not occurred (it being specifically understood and agreed
      that
      any up-front fee of the Replacement Depositary shall be paid by the replaced
      Depositary, provided
      that, if the Company selects a Replacement Depositary other than the
      nominee of the replaced Depositary and the upfront fee of such selection exceeds
      that of such nominee, the Company shall pay such excess),
      and
      (without limitation of the foregoing) the Depositary shall pay all out-of-pocket
      expenses (including reasonable fees and expenses of legal counsel) of the
      parties hereto (including without limitation all amounts payable to the Rating
      Agencies) incurred in connection with such replacement, and (z) the Replacement
      Depositary shall be willing to enter into a Replacement Deposit Agreement for
      each of the Class A, Class B and Class C Certificates with the Escrow Agent
      having the same terms and conditions (including without limitation as to the
      interest to be paid on the Deposits) as the Deposit Agreements to which the
      Depositary is a party; and

     

    (D) the
      Company or, in the case of the Depositary making an election that it be replaced
      (unless the Company shall have selected such Replacement Depositary), the
      Depositary, shall cause the Replacement Depositary to enter into a Replacement
      Deposit Agreement for each of the Class A, Class B and Class C Certificates
      with
      the Escrow Agent (and, upon request of the Company the Escrow Agent agrees
      to
      enter into any such Replacement Deposit Agreement) and shall cause the
      Replacement Depositary to deliver to the Company and each Rating Agency legal
      opinions and other closing documentation substantially similar in scope and
      substance as those that were delivered by the Depositary being replaced in
      connection with the execution and delivery of the Deposit Agreement being
      replaced.


    
      
        
        

      

      
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    Upon
      satisfaction of the foregoing conditions, the Company shall instruct the Class
      A
      Pass Through Trustee, Class B Pass Through Trustee and Class C Pass Through
      Trustee, and each such Pass Through Trustee agrees, to execute and deliver
      to
      the Escrow Agent a duly completed Withdrawal Certificate (as defined in the
      Escrow and Paying Agent Agreements) together with a Notice of Replacement
      Withdrawal (as defined in the Escrow and Paying Agent Agreements).

     

    Each
      of
      the parties hereto agrees, at the Company’s request, to enter into any
      amendments to this Agreement, the Escrow and Paying Agent Agreements and any
      other Operative Agreements as may be necessary or desirable to give effect
      to
      the replacement of the Depositary with the Replacement Depositary and the
      replacement of the Deposit Agreements with the Replacement Deposit
      Agreements.

     

    Upon
      the
      execution and delivery of the Replacement Deposit Agreements, the Replacement
      Depositary shall be deemed to be the Depositary with all of the rights and
      obligations of the Depositary hereunder and under the other Operative Agreements
      and the Replacement Deposit Agreements shall be deemed to be the Deposit
      Agreements hereunder and under the other Operative Agreements, except that
      the
      obligations of the replaced Depositary under its Deposit Agreements resulting
      from the delivery of any Withdrawal Notice delivered thereunder shall remain
      in
      full force and effect notwithstanding the execution and delivery of the
      Replacement Deposit Agreements.

     

    (viii) Promptly
      after the occurrence of a Triggering Event or an Indenture Default resulting
      from the failure of the Company to make payments on any Equipment Note and
      on
      every Regular Distribution Date while the Triggering Event or such Indenture
      Default shall be continuing, the Company will, at the Subordination Agent’s
      request from time to time but in any event no more frequently than once every
      three months, provide to the Subordination Agent a statement setting forth
      the
      following information with respect to each Aircraft then subject to the lien
      of
      an Indenture: (A) whether the Aircraft are currently in service or parked
      in storage, (B) the maintenance status of the Aircraft and (C) the
      location of the Engines (as defined in the respective Indentures to which such
      Aircraft are subject). As used in this sentence, the terms “Triggering Event”,
“Indenture Default”, “Regular Distribution Date” shall have the respective
      meanings set forth in the Intercreditor Agreement as originally
      executed.


    
      
        
        

      

      
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    (b) WTC,
      in
      its individual capacity, covenants with each of the other parties to this
      Agreement that it will, immediately upon obtaining knowledge of any facts that
      would cast doubt upon its continuing status as a "citizen of the United States"
      as defined in Section 40102(a)(15) of the Act and promptly upon public
      disclosure of negotiations in respect of any transaction which would or might
      adversely affect such status, notify in writing all parties hereto of all
      relevant matters in connection therewith. Upon WTC giving any such notice,
      WTC
      shall, subject to Section 8.02 of any Indenture then entered into, resign as
      Loan Trustee in respect of such Indenture.

     

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

     

    SECTION
      6.Expenses.
      (a) The
      Company agrees to pay to the Subordination Agent when due an amount or amounts
      equal to the fees payable to the Liquidity Provider under Section 2.03 of each
      Liquidity Facility and the related Fee Letter (as defined in the Intercreditor
      Agreement) multiplied by a fraction the numerator of which shall be the then
      outstanding aggregate amount of the Deposits under the Deposit Agreements
      pertaining to the Class A and Class B Pass Through Trusts and the denominator
      of
      which shall be the sum of (x) the then outstanding aggregate principal amount
      of
      the Series A Equipment Notes and Series B Equipment Notes issued under all
      of
      the Indentures and (y) the then outstanding aggregate amount of the
      Deposits under the Deposit Agreements pertaining to the Class A and Class B
      Pass
      Through Trusts. 

     

    (b) So
      long as no Equipment Notes have been issued in respect of any Aircraft, the
      Company agrees to pay (i) to the Subordination Agent when due (A) the amount
      equal to interest on any Downgrade Advance (other than any Applied Downgrade
      Advance) payable under Section 3.07 of each Liquidity Facility
      minus


    
      
        
        

      

      
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    Investment
      Earnings while such Downgrade Advance shall be outstanding, (B) the amount
      equal
      to interest on any Non-Extension Advance (other than any Applied Non-Extension
      Advance) payable under Section 3.07 of each Liquidity Facility minus Investment
      Earnings while such Non-Extension Advance shall be outstanding and (C) any
      other
      amounts owed to the Liquidity Provider by the Subordination Agent as borrower
      under each Liquidity Facility (other than amounts due as repayment of advances
      thereunder or as interest on such advances, except to the extent payable
      pursuant to clause (A) or (B)), (ii) all compensation and reimbursement of
      expenses, disbursements and advances payable by the Company under the Pass
      Through Trust Agreements, (iii) all compensation and reimbursement of expenses
      and disbursements payable to the Subordination Agent under the Intercreditor
      Agreement except with respect to any income or franchise taxes incurred by
      the
      Subordination Agent in connection with the transactions contemplated by the
      Intercreditor Agreement and (iv) in the event the Company requests any
      amendment to any Operative Agreement, all reasonable fees and expenses
      (including, without limitation, fees and disbursements of counsel) of the Escrow
      Agent and/or the Paying Agent in connection therewith. For purposes of this
      Section 6(b), the terms "Applied Downgrade Advance", "Applied Non-Extension
      Advance", "Downgrade Advance", "Investment Earnings" and "Non-Extension Advance"
      shall have the meanings specified in each Liquidity Facility.

     

    SECTION
      7.Further
      Assurances.
      Each
      party hereto shall duly execute, acknowledge and deliver, or shall cause to
      be
      executed, acknowledged and delivered, all such further agreements, instruments,
      certificates or documents, and shall do and cause to be done such further acts
      and things, in any case, as any other party hereto shall reasonably request
      in
      connection with its administration of, or to carry out more effectually the
      purposes of, or to better assure and confirm unto it the rights and benefits
      to
      be provided under, this Agreement. 

     

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

     

    (b) This
      Agreement may be executed in any number of counterparts (and each of the parties
      hereto shall not be required to execute the same counterpart). Each counterpart
      of this Agreement, including a signature page executed by each
      of


    
      
        
        

      

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

     

    (c) This
      Agreement is not intended to, and shall not, provide any person not a party
      hereto (other than the Underwriters, each of the beneficiaries of Section 6
      hereof and the Depositary as a beneficiary of Section 4(a)(vii)) with any rights
      of any nature whatsoever against any of the parties hereto, and no person not
      a
      party hereto (other than the Underwriters, each of the beneficiaries of Section
      6 hereof and the Depositary as a beneficiary of Section 4(a)(vii)) shall have
      any right, power or privilege in respect of, or have any benefit or interest
      arising out of, this Agreement. To the extent that this Agreement expressly
      confers upon, gives or grants any right, power, privilege, benefit, interest,
      remedy or claim to any of the beneficiaries of Section 6 hereof (including,
      but not limited to rights, powers, privileges, benefits, interests, remedies
      and
      claims under Section 6) or to the Depositary with respect to Section
      4(a)(vii), each such party is hereby recognized as a third party beneficiary
      hereunder and may enforce any such right, power, privilege, benefit, interest,
      remedy or claim.

     

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


    
      
        
        

      

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

    


    


    
      	 	
              CONTINENTAL
                AIRLINES, INC.

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              Address:

            	
              1600
                Smith StreetDept. HQS-FN

              Houston,
                TX 77002

              Attention:
                Treasurer

              Facsimile:
                (713) 324-2447

            


    

    


    
      	 	
              WILMINGTON
                TRUST COMPANY,

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

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              Address:

            	
              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware 19890

              Attention:
                Corporate Trust

              Administration

              Facsimile:
                (302) 636-4140

            


    

    



    
      
        
        

      

      
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              WILMINGTON
                TRUST COMPANY,

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

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              Address:

            	
              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware 19890

              Attention:
                Corporate Trust

              Administration

              Facsimile:
                (302) 636-4140

            


    

    


    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

              as
                Escrow Agent

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              Address:

            	
              299
                South Main Street

              Salt
                Lake City, 12th Floor Utah 84111

              Attention:
                Corporate Trust

              Department
                

              Facsimile:
                (801) 246-5053

            


    

    



    
      
        
        

      

      
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              WILMINGTON
                TRUST COMPANY,

              as
                Paying Agent

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


    
      	 	
              Address:

            	
              Rodney
                Square North

              1100
                North Market Street

              Wilmington,
                Delaware 19890

              Attention:
                Corporate Trust

              Administration

              Facsimile:
                (302) 636-4140

            


    

    



    
      
        
        

      

      
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    SCHEDULE
      I to

    Note
      Purchase Agreement

     

    ELIGIBLE
      AIRCRAFT AND SCHEDULED DELIVERY MONTHS

    
       

    

    
      	
               

               

              Aircraft
                Type

            	
              Expected

              Registration

              Number

            	
               Expected

              Manufacturer’s

              Serial
                Number

            	
               Scheduled
                Delivery

              Month
                

            
	
               

              Boeing
                737-824

            	
              N87507

            	
              31637

            	
              January
                2008

            
	
               

              Boeing
                737-824

            	
              N76508

            	
              31638

            	
              February
                2008

            
	
               

              Boeing
                737-824

            	
              N78509

            	
              31639

            	
              February
                2008

            
	
               

              Boeing
                737-824

            	
              N77510

            	
              32828

            	
              April
                2008

            
	
               

              Boeing
                737-824

            	
              N78511

            	
              33458

            	
              May
                2008

            
	
               

              Boeing
                737-824

            	
              N87512

            	
              33459

            	
              May
                2008

            
	
               

              Boeing
                737-824

            	
              N87513

            	
              31621

            	
              June
                2008

            
	
               

              Boeing
                737-824

            	
              N76514

            	
              31626

            	
              July
                2008

            
	
               

              Boeing
                737-824

            	
              N76515

            	
              37096

            	
              August
                2008

            
	
               

              Boeing
                737-824

            	
              N76516

            	
              31623

            	
              August
                2008

            
	
               

              Boeing
                737-824

            	
              N76517

            	
              31628

            	
              September
                2008

            
	
               

              Boeing
                737-824

            	
              N77518

            	
              31605

            	
              November
                2008

            
	
               

              Boeing
                737-824

            	
               

              N76519

            	
               

              37099

            	
               

              January
                2009

            
	
               

              Boeing
                737-824

            	
               

              N77520

            	
               

              37100

            	
               

              February
                2009

            
	
               

              Boeing
                737-824

            	
               

              N79521

            	
               

              37101

            	
               

              March
                2009

            
	 	 	 	 
	
               

              Boeing
                737-924ER

            	
              N37413

            	
              31664

            	
              January
                2008

            
	
               

              Boeing
                737-924ER

            	
              N47414

            	
              32827

            	
              January
                2008

            
	
               

              Boeing
                737-924ER

            	
              N39415

            	
              32826

            	
              February
                2008

            
	
               

              Boeing
                737-924ER

            	
              N39416

            	
              37093

            	
              February
                2008

            
	
               

              Boeing
                737-924ER

            	
              N38417

            	
              31665

            	
              March
                2008

            
	
               

              Boeing
                737-924ER

            	
              N39418

            	
              31666

            	
              March
                2008

            
	
               

              Boeing
                737-924ER

            	
              N37419

            	
              33456

            	
              March
                2008

            
	
               

              Boeing
                737-924ER

            	
              N37420

            	
              33457

            	
              April
                2008

            
	
               

              Boeing
                737-924ER

            	
              N27421

            	
              37094

            	
              April
                2008

            
	
               

              Boeing
                737-924ER

            	
              N37422

            	
              31620

            	
              May
                2008

            
	
               

              Boeing
                737-924ER

            	
              N39423

            	
              32829

            	
              June
                2008

            
	
               

              Boeing
                737-924ER

            	
              N38424

            	
              33460

            	
              June
                2008

            
	
               

              Boeing
                737-924ER

            	
              N75425

            	
              37095

            	
              June
                2008

            
	
               

              Boeing
                737-924ER

            	
              N75426

            	
              31622

            	
              July
                2008

            
	
               

              Boeing
                737-924ER

            	
              N37427

            	
              37097

            	
              September
                2008

            
	
               

              Boeing
                737-924ER

            	
              N75428

            	
              30130

            	
              October
                2008

            
	
               

              Boeing
                737-924ER

            	
              N75429

            	
              31633

            	
              December
                2008

            
	
               

              Boeing
                737-924ER

            	
              N77430

            	
              37098

            	
              December
                2008

            
	
               

              Boeing
                737-924ER

            	
              N77431

            	
              32833

            	
              January
                2009

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        BACK

      

    

    


    

       

    

    
    

    
      
         

      

      
        	
                 

                 

                Aircraft
                  Type

              	
                Expected

                Registration

                Number

              	
                 Expected

                Manufacturer’s

                Serial
                  Number

              	
                 Scheduled
                  Delivery

                Month
                  

              


      

    

    
    

    
      	
               

              Boeing
                737-924ER

            	
              N75433

            	
              32836

            	
              February
                2009

            
	
               

              Boeing
                737-924ER

            	
              N37434

            	
              33527

            	
              February
                2009

            
	
               

              Boeing
                737-924ER

            	
              N75435

            	
              33528

            	
              March
                2009

            
	
               

              Boeing
                737-924ER

            	
              N75436

            	
              33529

            	
              March
                2009

            


    

    



    
      
        
        

      

      
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    SCHEDULE
      II to

    Note
      Purchase Agreement

     

    TRUST
      SUPPLEMENTS

     

    Trust
      Supplement dated as of the Issuance Date between the Company and the Pass
      Through Trustee in respect of Continental Airlines Pass Through Trust, Series
      2007-1A-O.

     

    Trust
      Supplement dated as of the Issuance Date between the Company and the Pass
      Through Trustee in respect of Continental Airlines Pass Through Trust, Series
      2007-1B-O.

     

    Trust
      Supplement dated as of the Issuance Date between the Company and the Pass
      Through Trustee in respect of Continental Airlines Pass Through Trust, Series
      2007-1C-O.


    
      
        
        

      

      
        
        

        
          

        

      

      
        BACK

      

    

    

      SCHEDULE
        III TO

      Note
        Purchase Agreement

       

      REQUIRED
        TERMS

       

      Equipment
        Notes

       

      Obligor: Continental

       

      Maximum
        Principal Amount:

       

      The
        initial principal amount and amortization schedule of the Series A, B and
        C
        Equipment Notes issued with respect to an Aircraft shall be as set forth
        in the
        following table for aircraft of that type (provided
        that if an Equipment Note is issued on or after any date scheduled for a
        principal payment in the applicable amortization schedule below, the initial
        principal amount of such Equipment Note will be reduced by the aggregate
        principal amount scheduled for payment on or prior to such issuance date
        and the
        principal amortization schedule for such Equipment Note shall commence on
        the
        first scheduled principal payment date in such schedule occurring after the
        issuance of such Equipment Note):

       

      
        	 Boeing
                737-824	 	
                Equipment
                  Note Ending
                  Balance

              	 	
                Scheduled
                  Payments of
                  Principal

              	 
	
                 

              	 	 	
                Series
                  A

              	 	 	
                Series
                  B

              	 	 	
                Series
                  C

              	 	 	
                Series
                  A

              	 	 	
                Series
                  B

              	 	 	
                Series
                  C

              	 
	
                 

              	 	 	
                Equipment

              	 	 	
                Equipment

              	 	 	
                Equipment

              	 	 	
                Equipment

              	 	 	
                Equipment

              	 	 	
                Equipment

              	 
	
                Date

              	 	 	
                Note

              	 	 	
                Note

              	 	 	
                Note

              	 	 	
                Note

              	 	 	
                Note

              	 	 	
                Note

              	 
	
                At
                  Issuance

              	 	
                $

              	
                23,384,000.00

              	 	
                $

              	
                6,735,000.00

              	 	
                $

              	
                5,177,000.00

              	 	
                $

              	
                0.00

              	 	
                $

              	
                0.00

              	 	
                $

              	
                0.00

              	 
	
                April 19,
                  2009

              	 	 	
                23,384,000.00

              	 	 	
                6,735,000.00

              	 	 	
                5,177,000.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 
	
                October 19,
                  2009

              	 	 	
                23,384,000.00

              	 	 	
                6,735,000.00

              	 	 	
                5,177,000.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 
	
                April 19,
                  2010

              	 	 	
                22,987,888.00

              	 	 	
                6,658,772.00

              	 	 	
                4,581,662.72

              	 	 	
                396,112.00

              	 	 	
                76,228.00

              	 	 	
                595,337.28

              	 
	
                October 19,
                  2010

              	 	 	
                22,592,570.00

              	 	 	
                6,581,005.00

              	 	 	
                3,992,913.59

              	 	 	
                395,318.00

              	 	 	
                77,767.00

              	 	 	
                588,749.13

              	 
	
                April 19,
                  2011

              	 	 	
                22,198,176.00

              	 	 	
                6,502,314.00

              	 	 	
                3,409,864.90

              	 	 	
                394,394.00

              	 	 	
                78,691.00

              	 	 	
                583,048.69

              	 
	
                October 19,
                  2011

              	 	 	
                21,804,706.00

              	 	 	
                6,422,699.00

              	 	 	
                2,831,802.42

              	 	 	
                393,470.00

              	 	 	
                79,615.00

              	 	 	
                578,062.47

              	 
	
                April 19,
                  2012

              	 	 	
                21,412,160.01

              	 	 	
                6,342,160.00

              	 	 	
                2,258,166.86

              	 	 	
                392,545.99

              	 	 	
                80,539.00

              	 	 	
                573,635.57

              	 
	
                October 19,
                  2012

              	 	 	
                21,020,538.01

              	 	 	
                6,260,697.00

              	 	 	
                1,688,508.69

              	 	 	
                391,622.00

              	 	 	
                81,463.00

              	 	 	
                569,658.16

              	 
	
                April 19,
                  2013

              	 	 	
                20,629,840.01

              	 	 	
                6,178,310.00

              	 	 	
                1,122,459.01

              	 	 	
                390,698.00

              	 	 	
                82,387.00

              	 	 	
                566,049.68

              	 
	
                October 19,
                  2013

              	 	 	
                20,240,066.01

              	 	 	
                6,094,999.00

              	 	 	
                559,709.77

              	 	 	
                389,774.00

              	 	 	
                83,311.00

              	 	 	
                562,749.24

              	 
	
                April 19,
                  2014

              	 	 	
                19,851,216.01

              	 	 	
                6,010,764.00

              	 	 	
                0.00

              	 	 	
                388,850.00

              	 	 	
                84,235.00

              	 	 	
                559,709.77

              	 
	
                October 19,
                  2014

              	 	 	
                19,463,290.01

              	 	 	
                5,925,605.00

              	 	 	
                0.00

              	 	 	
                387,926.00

              	 	 	
                85,159.00

              	 	 	
                0.00

              	 
	
                April 19,
                  2015

              	 	 	
                19,076,288.01

              	 	 	
                5,839,522.00

              	 	 	
                0.00

              	 	 	
                387,002.00

              	 	 	
                86,083.00

              	 	 	
                0.00

              	 
	
                October 19,
                  2015

              	 	 	
                18,620,509.61

              	 	 	
                4,885,082.28

              	 	 	
                0.00

              	 	 	
                455,778.40

              	 	 	
                954,439.72

              	 	 	
                0.00

              	 
	
                April 19,
                  2016

              	 	 	
                18,168,353.29

              	 	 	
                4,089,761.22

              	 	 	
                0.00

              	 	 	
                452,156.32

              	 	 	
                795,321.06

              	 	 	
                0.00

              	 
	
                October 19,
                  2016

              	 	 	
                17,719,819.05

              	 	 	
                3,420,480.29

              	 	 	
                0.00

              	 	 	
                448,534.24

              	 	 	
                669,280.93

              	 	 	
                0.00

              	 
	
                April 19,
                  2017

              	 	 	
                17,274,906.89

              	 	 	
                2,852,270.01

              	 	 	
                0.00

              	 	 	
                444,912.16

              	 	 	
                568,210.28

              	 	 	
                0.00

              	 
	
                October 19,
                  2017

              	 	 	
                16,833,616.81

              	 	 	
                2,366,007.33

              	 	 	
                0.00

              	 	 	
                441,290.08

              	 	 	
                486,262.68

              	 	 	
                0.00

              	 
	
                April 19,
                  2018

              	 	 	
                16,395,948.81

              	 	 	
                1,946,854.30

              	 	 	
                0.00

              	 	 	
                437,668.00

              	 	 	
                419,153.03

              	 	 	
                0.00

              	 
	
                October 19,
                  2018

              	 	 	
                15,961,902.89

              	 	 	
                1,583,160.85

              	 	 	
                0.00

              	 	 	
                434,045.92

              	 	 	
                363,693.45

              	 	 	
                0.00

              	 
	
                April 19,
                  2019

              	 	 	
                15,531,479.05

              	 	 	
                1,265,680.80

              	 	 	
                0.00

              	 	 	
                430,423.84

              	 	 	
                317,480.05

              	 	 	
                0.00

              	 
	
                October 19,
                  2019

              	 	 	
                15,053,107.86

              	 	 	
                987,003.17

              	 	 	
                0.00

              	 	 	
                478,371.19

              	 	 	
                278,677.63

              	 	 	
                0.00

              	 
	
                April 19,
                  2020

              	 	 	
                14,016,744.33

              	 	 	
                741,133.94

              	 	 	
                0.00

              	 	 	
                1,036,363.53

              	 	 	
                245,869.23

              	 	 	
                0.00

              	 
	
                October 19,
                  2020

              	 	 	
                11,782,733.07

              	 	 	
                523,184.56

              	 	 	
                0.00

              	 	 	
                2,234,011.26

              	 	 	
                217,949.38

              	 	 	
                0.00

              	 
	
                April 19,
                  2021

              	 	 	
                7,926,459.05

              	 	 	
                329,137.24

              	 	 	
                0.00

              	 	 	
                3,856,274.02

              	 	 	
                194,047.32

              	 	 	
                0.00

              	 
	
                October 19,
                  2021

              	 	 	
                3,182,186.33

              	 	 	
                155,666.18

              	 	 	
                0.00

              	 	 	
                4,744,272.72

              	 	 	
                173,471.06

              	 	 	
                0.00

              	 
	
                April 19,
                  2022

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                3,182,186.33

              	 	 	
                155,666.18

              	 	 	
                0.00

              	 


      

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            BACK

          

        

      

      
 

      
        
          	
                  Boeing
                    737-924ER

                	 	
                  Equipment
                    Note Ending
                    Balance

                	 	
                  Scheduled
                    Payments of
                    Principal

                	 
	
                   

                	 	 	
                  Series
                    A

                	 	 	
                  Series
                    B

                	 	 	
                  Series
                    C

                	 	 	
                  Series
                    A

                	 	 	
                  Series
                    B

                	 	 	
                  Series
                    C

                	 
	
                   

                	 	 	
                  Equipment

                	 	 	
                  Equipment

                	 	 	
                  Equipment

                	 	 	
                  Equipment

                	 	 	
                  Equipment

                	 	 	
                  Equipment

                	 
	
                  Date

                	 	 	
                  Note

                	 	 	
                  Note

                	 	 	
                  Note

                	 	 	
                  Note

                	 	 	
                  Note

                	 	 	
                  Note

                	 


        

      

      
        	
                At
                  Issuance

              	 	$ 
	
                26,453,000.00

              	 	$ 	
                7,835,000.00

              	 	$	
                5,893,000.00

              	 	$	
                0.00 

              	 	$	
                0.00

              	 	$ 	
                0.00

              	 
	
                April 19,
                  2009

              	 	 	
                26,453,000.00

              	 	 	
                7,835,000.00

              	 	 	
                5,893,000.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 
	
                October 19,
                  2009

              	 	 	
                26,453,000.00

              	 	 	
                7,835,000.00

              	 	 	
                5,893,000.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 
	
                April 19,
                  2010

              	 	 	
                25,972,519.60

              	 	 	
                7,778,602.83

              	 	 	
                5,215,974.86

              	 	 	
                480,480.40

              	 	 	
                56,397.17

              	 	 	
                677,025.14

              	 
	
                October 19,
                  2010

              	 	 	
                25,493,216.46

              	 	 	
                7,719,324.24

              	 	 	
                4,545,715.86

              	 	 	
                479,303.14

              	 	 	
                59,278.59

              	 	 	
                670,259.00

              	 
	
                April 19,
                  2011

              	 	 	
                25,016,016.50

              	 	 	
                7,657,942.47

              	 	 	
                3,881,946.51

              	 	 	
                477,199.96

              	 	 	
                61,381.77

              	 	 	
                663,769.35

              	 
	
                October 19,
                  2011

              	 	 	
                24,540,919.72

              	 	 	
                7,594,457.52

              	 	 	
                3,223,853.70

              	 	 	
                475,096.78

              	 	 	
                63,484.95

              	 	 	
                658,092.81

              	 
	
                April 19,
                  2012

              	 	 	
                24,067,926.12

              	 	 	
                7,528,869.39

              	 	 	
                2,570,800.68

              	 	 	
                472,993.60

              	 	 	
                65,588.13

              	 	 	
                653,053.02

              	 
	
                October 19,
                  2012

              	 	 	
                23,597,035.70

              	 	 	
                7,461,178.08

              	 	 	
                1,922,275.72

              	 	 	
                470,890.42

              	 	 	
                67,691.31

              	 	 	
                648,524.96

              	 
	
                April 19,
                  2013

              	 	 	
                23,128,248.46

              	 	 	
                7,391,383.59

              	 	 	
                1,277,858.82

              	 	 	
                468,787.24

              	 	 	
                69,794.49

              	 	 	
                644,416.90

              	 
	
                October 19,
                  2013

              	 	 	
                22,661,564.40

              	 	 	
                7,319,485.92

              	 	 	
                637,199.30

              	 	 	
                466,684.06

              	 	 	
                71,897.67

              	 	 	
                640,659.52

              	 
	
                April 19,
                  2014

              	 	 	
                22,196,983.52

              	 	 	
                7,245,485.07

              	 	 	
                0.00

              	 	 	
                464,580.88

              	 	 	
                74,000.85

              	 	 	
                637,199.30

              	 
	
                October 19,
                  2014

              	 	 	
                21,734,505.82

              	 	 	
                7,169,381.04

              	 	 	
                0.00

              	 	 	
                462,477.70

              	 	 	
                76,104.03

              	 	 	
                0.00

              	 
	
                April 19,
                  2015

              	 	 	
                21,274,131.30

              	 	 	
                7,091,173.83

              	 	 	
                0.00

              	 	 	
                460,374.52

              	 	 	
                78,207.21

              	 	 	
                0.00

              	 
	
                October 19,
                  2015

              	 	 	
                20,815,842.65

              	 	 	
                5,746,366.44

              	 	 	
                0.00

              	 	 	
                458,288.65

              	 	 	
                1,344,807.39

              	 	 	
                0.00

              	 
	
                April 19,
                  2016

              	 	 	
                20,359,657.85

              	 	 	
                4,672,170.69

              	 	 	
                0.00

              	 	 	
                456,184.80

              	 	 	
                1,074,195.75

              	 	 	
                0.00

              	 
	
                October 19,
                  2016

              	 	 	
                19,905,576.90

              	 	 	
                3,803,671.15

              	 	 	
                0.00

              	 	 	
                454,080.95

              	 	 	
                868,499.54

              	 	 	
                0.00

              	 
	
                April 19,
                  2017

              	 	 	
                19,453,599.80

              	 	 	
                3,093,799.55

              	 	 	
                0.00

              	 	 	
                451,977.10

              	 	 	
                709,871.60

              	 	 	
                0.00

              	 
	
                October 19,
                  2017

              	 	 	
                19,003,726.55

              	 	 	
                2,507,858.38

              	 	 	
                0.00

              	 	 	
                449,873.25

              	 	 	
                585,941.17

              	 	 	
                0.00

              	 
	
                April 19,
                  2018

              	 	 	
                18,555,957.15

              	 	 	
                2,019,884.83

              	 	 	
                0.00

              	 	 	
                447,769.40

              	 	 	
                487,973.55

              	 	 	
                0.00

              	 
	
                October 19,
                  2018

              	 	 	
                18,110,291.60

              	 	 	
                1,610,187.30

              	 	 	
                0.00

              	 	 	
                445,665.55

              	 	 	
                409,697.53

              	 	 	
                0.00

              	 
	
                April 19,
                  2019

              	 	 	
                17,666,729.90

              	 	 	
                1,263,645.41

              	 	 	
                0.00

              	 	 	
                443,561.70

              	 	 	
                346,541.89

              	 	 	
                0.00

              	 
	
                October 19,
                  2019

              	 	 	
                17,174,790.19

              	 	 	
                968,517.30

              	 	 	
                0.00

              	 	 	
                491,939.71

              	 	 	
                295,128.11

              	 	 	
                0.00

              	 
	
                April 19,
                  2020

              	 	 	
                16,181,029.48

              	 	 	
                715,589.90

              	 	 	
                0.00

              	 	 	
                993,760.71

              	 	 	
                252,927.40

              	 	 	
                0.00

              	 
	
                October 19,
                  2020

              	 	 	
                13,955,406.23

              	 	 	
                497,565.11

              	 	 	
                0.00

              	 	 	
                2,225,623.25

              	 	 	
                218,024.79

              	 	 	
                0.00

              	 
	
                April 19,
                  2021

              	 	 	
                9,804,047.64

              	 	 	
                308,610.61

              	 	 	
                0.00

              	 	 	
                4,151,358.59

              	 	 	
                188,954.50

              	 	 	
                0.00

              	 
	
                October 19,
                  2021

              	 	 	
                4,193,536.26

              	 	 	
                144,027.26

              	 	 	
                0.00

              	 	 	
                5,610,511.38

              	 	 	
                164,583.35

              	 	 	
                0.00

              	 
	
                April 19,
                  2022

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                0.00

              	 	 	
                4,193,536.26

              	 	 	
                144,027.26

              	 	 	
                0.00

              	 


      

       

       

      Indenture

       

      Debt
        Rate
        (as such term is defined in clause (i) of the form of Indenture marked as
        Exhibit C of the Note Purchase Agreement (the "Indenture
        Form")
        for
        Series A (computed on the basis of a 360-day year consisting of twelve 30-day
        months, payable semi-annually in arrears): 5.983%

       

      Debt
        Rate
        for Series B (computed on the basis of a 360-day year consisting of twelve
        30-day months, payable semi-annually in arrears): 6.903%

       

      Debt
        Rate
        for Series C (computed on the basis of a 360-day year consisting of twelve
        30-day months, payable semi-annually in arrears): 7.339%

       

      
        	
                Payment
                  Due Rate:

              	
                Debt
                  Rate plus 2% per annum

              


      

       

      
        	
                Payment
                  Dates:

              	
                April
                  19 and October 19

              


      

       

      
        	
                Make-Whole
                  Premiums:

              	
                As
                  provided in Article II of the Indenture
                  Form

              


      

       

      
        	
                Redemption:

              	
                As
                  provided in Article II of the Indenture
                  Form

              


      

       

      
        	
                All-risk
                  hull insurance:

              	
                Not
                  less than the unpaid principal amount of the Equipment Notes relating
                  to
                  an Aircraft, together with six months of interest accrued thereon,
                  subject
                  to Continental’s right to self-insure on terms no more favorable to
                  Continental in any

              


      

       

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            BACK

          

        

      

       

      
        
          	
                   

                	
                  material
                    respect than those set forth in Section G of Annex B to the
                    Indenture Form.

                


        

         

      

      Participation
        Agreement

       

      Mortgagee,
        Subordination Agent, Liquidity Providers, Pass Through Trustees, Escrow Agents
        and Note Holders indemnified against Expenses and Taxes to the extent set
        forth
        in Section 8 of the form of the Participation Agreement marked as Exhibit
        B to
        the Note Purchase Agreement.

       

      Prohibited
        Modifications

       

      
        	
                1.

              	
                May
                  not modify in any material adverse respect the Granting Clause
                  of the
                  Indenture so as to deprive the Note Holders or the Related Note
                  Holders
                  (as defined in the Indenture) of a first priority security interest
                  in and
                  mortgage lien on the Aircraft or, to the extent assigned thereunder,
                  Continental’s rights under the Purchase Agreement (as defined in the
                  Indenture) or to eliminate any of the obligations intended to be
                  secured
                  thereby or otherwise modify in any material adverse respect as
                  regards the
                  interests of the Note Holders, the Subordination Agent, the Liquidity
                  Providers or the Mortgagee the provisions of Article II or III
                  or Section
                  4.05(c), 5.01, 5.02, 6.02, 10.01(a), 11.04, 11.11, 11.12 or 11.13
                  of the
                  Indenture or the definition of “Make-Whole Amount” in Annex A to the
                  Indenture.

              


        	
                 

                2.

              	
                 

                May not modify in any material adverse respect
                  as
                  regards the interests of the Note Holders, the Subordination Agent,
                  the
                  Liquidity Providers or the Mortgagee the provisions of Section
                  4.1.8,
                  4.1.9, 4.1.10, 4.1.11, 6.1.3(b), 6.3, 10, 12.8(a) or 12.9 of the
                  Participation Agreement, of the provisions of Section 4.1.2(x)
                  of the
                  Participation Agreement so as to eliminate the requirement to deliver
                  to
                  the Loan Participant or the Mortgagee, as the case may be, the
                  legal
                  opinions to be provided to such Persons thereunder (recognizing
                  that the
                  lawyers rendering such opinions may be changed) or of the provisions
                  of
                  Section 6.4.5(a)(ii) of the Participation Agreement as regards
                  the rights
                  of the Mortgagee thereunder or otherwise modify the terms of the
                  Participation Agreement to deprive the Trustees, the Subordination
                  Agent,
                  the Liquidity Providers or the Mortgagee of any indemnity or right
                  of
                  reimbursement in its favor for Expenses or
                  Taxes.

              


      

       

      Notwithstanding
        the foregoing, any form of Financing Agreement may be modified to correct
        or
        supplement any such provision which may be defective or to cure any ambiguity
        or
        correct any mistake, provided
        that any
        such action shall not materially adversely affect the interests of
        the

       

      
        
          
            
            

          

          
            
            

            
              

            

          

          
            BACK

          

        

      

       

      Note
        Holders, the Subordination Agent, the Liquidity Providers, the Mortgagee
        or the
        Certificateholders.

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        BACK

      

    

     

    ANNEX
      A
      to

    Note
      Purchase Agreement

    


    DEFINITIONS

     

    "Act"
      means
      49 U.S.C. §§ 40101-46507.

     

    “Additional
      Series Equipment Notes”
means
      Equipment Notes of each series issued under an Indenture and designated other
      than as “Series A”, “Series B” or “Series C” issued thereunder, if
      any.

     

    “Additional
      Series Pass Through Certificates”
means
      the pass through certificates issued pursuant to any Additional Series Pass
      Through Trust Agreement.

     

    “Additional
      Series Pass Through Trust”
means
      a
      grantor trust created to facilitate the issuance and sale of pass through
      certificates in connection with the issuance of any Additional Series Equipment
      Notes.

     

    “Additional
      Series Pass Through Trust Agreement”
means
      a
      Trust Supplement entered into in connection with the creation of an Additional
      Series Pass Through Trust, together with the Basic Pass Through Trust
      Agreement.

     

    “Additional
      Series Pass Through Trustee”
means
      WTC, in its capacity as trustee under an Additional Series Pass Through Trust
      Agreement.

     

    "Aircraft
      Purchase Agreement"
      means
      the Purchase Agreement No. 1951, dated as of July 23, 1996, as amended, each
      between the Company and the Manufacturer (including all exhibits thereto,
      together with all letter agreements entered into that by their terms constitute
      part of such Purchase Agreement).

     

    "Applicable
      Pass Through Trustee"
      has the
      meaning provided in Section 1(b)(ii) of the Note Purchase
      Agreement.

     

    "Bankruptcy
      Code"
      means
      the United States Bankruptcy Code, 11 U.S.C. §§ 101 et
      seq.

     

    "Basic
      Pass Through Trust Agreement"
      means
      the Pass Through Trust Agreement, dated September 25, 1997, between the Company
      and Pass Through Trustee, as such agreement may be supplemented, amended or
      modified, but does not include any Trust Supplement.


    
      
        
        

      

      
        
        

        
          

        

      

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

     

    "Certificates"
      has the
      meaning set forth in the third recital to the Note Purchase
      Agreement.

     

    "Certificateholder"
      means
      the Person in whose name a Certificate is registered in the
      Register.

     

    "Class"
      means
      the class of Certificates issued by each Pass Through Trust.

     

    "Class
      A Certificates"
      means
      Certificates issued by the Class A Pass Through Trust.

     

    "Class
      B Certificates"
      means
      Certificates issued by the Class B Pass Through Trust.

     

    "Class
      C Certificates"
      means
      Certificates issued by the Class C Pass Through Trust.

     

    “Class
      A Pass Through Trustee”
has
      the
      meaning set forth in the fourth recital to the Note Purchase
      Agreement.

     

    “Class
      B Pass Through Trustee”
has
      the
      meaning set forth in the fourth recital to the Note Purchase
      Agreement.

     

    “Class
      C Pass Through Trustee”
has
      the
      meaning set forth in the fourth recital to the Note Purchase
      Agreement.

     

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

     

    "Cut-off
      Date"
      means
      the earlier of (a) the day after the Delivery Period Termination Date and (b)
      the date on which a Triggering Event occurs.

     

    "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 Pass Through Trustees 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
      or continues at the Manufacturer after the Issuance Date and on or prior to
      either or both of such dates referred to in this clause (a), such date or dates
      on or following the Issuance Date shall be


    
      
        
        

      

      
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    extended
      by adding thereto the number of days that such strike continued in effect after
      the Issuance Date) 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 Pass Through Trustees in accordance with the Note Purchase
      Agreement.

     

    "Delivery
      Date"
      means
      the Business Day on which a New Aircraft is delivered to and accepted by the
      Company.

     

    “Delivery
      Notice”
has
      the
      meaning set forth in Section 1(b) of the Note Purchase Agreement.

     

    "Deposits"
      has the
      meaning set forth in the fifth recital to the Note Purchase
      Agreement.

     

    "Deposit
      Agreements"
      has the
      meaning set forth in the fifth recital to the Note Purchase
      Agreement.

     

    "Depositary"
      means
      Credit Suisse, New York Branch, a branch of Credit Suisse, a banking corporation
      organized under the laws of Switzerland.

     

    “Depositary
      Threshold Ratings”
has
      the
      meaning set forth in Section 4(a)(vii) of the Note Purchase
      Agreement.

     

    "Eligible
      Aircraft"
      has the
      meaning set forth in the second recital to the Note Purchase
      Agreement.

     

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

     

    "Escrow
      Agent"
      has the
      meaning set forth in the first paragraph of the Note Purchase
      Agreement.

     

    “Escrow
      Agent Agreements”
has
      the
      meaning set forth in Section 3(e)(i) of the Note Purchase
      Agreement.

     

    "Escrow
      and Paying Agent Agreements"
      has the
      meaning set forth in the fifth recital to the Note Purchase
      Agreement.

     

    "FAA"
      means
      the Federal Aviation Administration of the United States.


    
      
        
        

      

      
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    "Financing
      Agreements"
      means,
      collectively, the Participation Agreement, the Indenture and the Equipment
      Notes
      issued thereunder.

     

    “Funding
      Date”
has
      the
      meaning set forth in Section 1(b) of the Note Purchase Agreement.

     

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

     

    "Indenture"
      means
      the Trust Indenture and Mortgage substantially in the form of Exhibit C to
      the Note Purchase Agreement.

     

    "Initial
      Deposits"
      has the
      meaning set forth in the fifth recital to the Note Purchase
      Agreement.

     

    "Intercreditor
      Agreement"
      has the
      meaning set forth in the eighth recital to the Note Purchase
      Agreement.

     

    "Issuance
      Date"
      means
      the date of the original issuance of the Certificates.

     

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

     

    "Liquidity
      Facility"
      has the
      meaning set forth in the eighth recital to the Note Purchase Agreement.


     

    "Liquidity
      Provider"
      has the
      meaning set forth in the eighth recital to the Note Purchase
      Agreement.

     

    "Loan
      Trustee"
      means
      the "Mortgagee" as defined in the Financing Agreements.

     

    "Manufacturer"
      means
      The Boeing Company, a Delaware corporation, solely in its capacity as
      manufacturer or seller of New Aircraft.

     

    "New
      Aircraft"
      has the
      meaning set forth in the second recital to the Note Purchase
      Agreement.


    
      
        
        

      

      
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    "Note
      Purchase Agreement"
      means
      the Note Purchase Agreement to which this Annex A is attached.

     

    "Notice
      of Purchase Withdrawal"
      with
      respect to each Deposit Agreement, has the meaning set forth in Section 2.3
      thereof.

     

    "Operative
      Agreements"
      means,
      collectively, the Pass Through Trust Agreements, the Escrow and Paying Agent
      Agreements, the Deposit Agreements, the Liquidity Facilities, the Intercreditor
      Agreement, the Equipment Notes, the Certificates and the Financing
      Agreements.

     

    "Participation
      Agreement"
      means,
      the Participation Agreement substantially in the form of Exhibit B to the
      Note Purchase Agreement.

     

    “Paying
      Agent Agreements”
has
      the
      meaning set forth in Section 3(f)(i) of the Note Purchase
      Agreement.

     

    "Pass
      Through Trust"
      has the
      meaning set forth in the third recital to the Note Purchase
      Agreement.

     

    "Pass
      Through Trust Agreement"
      means
      each of the three separate Trust Supplements referred to in the third recital
      to
      the Note Purchase Agreement, together in each case with the Basic Pass Through
      Trust Agreement, each dated as of the Issuance Date, by and between the Company
      and Pass Through Trustee.

     

    "Pass
      Through Trustee"
      has the
      meaning set forth in the first paragraph of the Note Purchase
      Agreement.

     

    "Paying
      Agent"
      has the
      meaning set forth in the first paragraph of the Note Purchase
      Agreement.

     

    "Person"
      means
      any individual, firm, partnership, joint venture, trust, trustee, Government
      Entity, organization, association, corporation, limited liability company,
      government agency, committee, department, authority and other body, corporate
      or
      incorporate, whether having distinct legal status or not, or any member of
      any
      of the same.

     

    "Rating
      Agencies"
      means,
      collectively, at any time, each nationally recognized rating agency which shall
      have been requested to rate the Certificates and which shall then be rating
      the
      Certificates. The initial Rating Agencies will be Moody's Investors Service,
      Inc. and Standard & Poor's Ratings Services, a division of The McGraw-Hill
      Companies, Inc.


    
      
        
        

      

      
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    "Rating
      Agency Confirmation"
      means,
      with respect to (1) any Financing Agreement that has been modified in any
      material respect from the forms thereof attached to the Note Purchase Agreement
      or (2) a Substitute Aircraft, a written confirmation from each of the Rating
      Agencies that (1) the use of such Financing Agreement with such modifications
      or
      (2) the substituting of such Substitute Aircraft for an Eligible Aircraft,
      whichever of the foregoing shall in a particular case require Rating Agency
      Confirmation, would not result in (i) a reduction of the rating for any Class
      of
      Certificates then rated by the Rating Agencies below the then current rating
      for
      such Class of Certificates or (ii) a withdrawal or suspension of the rating
      of any Class of Certificates then rated by the Rating Agencies.

     

    "Register"
      means
      the register maintained pursuant to Sections 3.04 and 7.12 of the Basic Pass
      Through Trust Agreement with respect to each Pass Through Trust.

    


    “Replacement
      Deposit Agreement”
means,
      for each Class of Certificates, a deposit agreement substantially in the form
      of
      the replaced Deposit Agreement for such Class of Certificates as shall permit
      the Rating Agencies to confirm in writing their respective ratings then in
      effect for such Class of Certificates (before the downgrading of such ratings,
      if any, as a result of the downgrading of the Depositary, if
      applicable).

    


    “Replacement
      Depositary”
has
      the
      meaning set forth in Section 4(a)(vii) of the Note Purchase
      Agreement.

     

    "Required
      Terms"
      means
      the terms set forth on Schedule III to the Note Purchase Agreement.

     

    “Scheduled
      Delivery Date”
has
      the
      meaning set forth in Section 1(b) of the Note Purchase Agreement.

     

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

     

    "Series
      A Equipment Notes"
      means
      Equipment Notes issued under an Indenture and designated as "Series A"
      thereunder.

     

    "Series
      B Equipment Notes"
      means
      Equipment Notes issued under an Indenture and designated as "Series B"
      thereunder.

     

    "Series
      C Equipment Notes"
      means
      Equipment Notes issued under an Indenture and designated as "Series C"
      thereunder.


    
      
        
        

      

      
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    "Subordination
      Agent"
      has the
      meaning set forth in the first paragraph of the Note Purchase
      Agreement.

     

    "Substitute
      Aircraft"
      has the
      meaning set forth in Section 1(g) of the Note Purchase Agreement.

     

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

     

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

     

    "Triggering
      Event"
      has the
      meaning assigned to such term in the Intercreditor Agreement.

     

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

     

    "Underwriters"
      has the
      meaning set forth in the fourth recital to the Note Purchase
      Agreement.

     

    “Underwriting
      Agreement”
has
      the
      meaning set forth in the fourth recital to the Note Purchase
      Agreement.

     

    "WTC"
      has the
      meaning set forth in the first paragraph of the Note Purchase
      Agreement.



    
      
        
        

      

      
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    EXHIBIT
      A

    TO

    NOTE
      PURCHASE AGREEMENT

     

    FORM
      OF
      DELIVERY NOTICE

     

    Dated
      as
      of [__________]

     

    To
      each
      of the addressees listed

    in
      Schedule A hereto

     

    
      	 	
              Re:

            	
              Delivery
                Notice in accordance with Note Purchase Agreement referred to
                below

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Note Purchase Agreement, dated as of April 10, 2007, among
      Continental Airlines, Inc. (the “Company”),
      Wilmington Trust Company, as Pass Through Trustee under each of the Pass Through
      Trust Agreements (as defined therein) (the “Pass
      Through Trustee”),
      Wilmington Trust Company, as Subordination Agent (the “Subordination
      Agent”),
      Wells
      Fargo Bank Northwest, National Association, as Escrow Agent (the “Escrow
      Agent”),
      and
      Wilmington Trust Company, as Paying Agent (the “Paying
      Agent”)
      (as in
      effect from time to time, the “Note
      Purchase Agreement”).
      Unless otherwise defined herein, capitalized terms used herein shall have the
      meanings set forth in the Note Purchase Agreement or, to the extent not defined
      therein, the Intercreditor Agreement.

     

    Pursuant
      to Section 1(b) of the Note Purchase Agreement, the undersigned hereby notifies
      you, in respect of the Boeing Model [_______] aircraft with manufacturer’s
      serial number [______] (the “Aircraft”),
      of
      the following:

     

    
      	
              (1)

            	
              The
                Scheduled Delivery Date of the Aircraft is
                [_________];

            


    

     

    
      	
              (2)

            	
              The
                Funding Date for the Aircraft shall be [__________];
                and

            


    

     

    
      	
              (3)

            	
              The
                aggregate amount of each series of Equipment Notes to be issued,
                and
                purchased by the respective Pass Through Trustees referred to below
                (each,
                an “Applicable
                Pass Through Trustee”),
                on the Funding Date, in connection with the financing of such Aircraft
                is
                as follows:

            


    

     

    
      (a) the
        Class A Pass Through Trustee shall purchase Series A Equipment Notes in the
        amount of $[__________]; 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
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    (b) the
      Class B Pass Through Trustee shall purchase Series B Equipment Notes in the
      amount of $[__________]; and

     

    (c) the
      Class C Pass Through Trustee shall purchase Series C Equipment Notes in the
      amount of $[__________].

     

    The
      Company hereby instructs the Class A Pass Through Trustee to (i) execute a
      Withdrawal Certificate in the form of Annex A hereto dated as of [__________]
      and attach thereto a Notice of Purchase Withdrawal dated such date completed
      as
      set forth on Exhibit A hereto and (ii) deliver such Withdrawal Certificate
      and
      Notice of Purchase Withdrawal to the applicable Escrow Agent.

     

    The
      Company hereby instructs the Class B Pass Through Trustee to (i) execute a
      Withdrawal Certificate in the form of Annex A hereto dated as of [__________]
      and attach thereto a Notice of Purchase Withdrawal dated such date completed
      as
      set forth on Exhibit B hereto and (ii) deliver such Withdrawal Certificate
      and
      Notice of Purchase Withdrawal to the applicable Escrow Agent.

     

    The
      Company hereby instructs the Class C Pass Through Trustee to (i) execute a
      Withdrawal Certificate in the form of Annex A hereto dated as of [__________]
      and attach thereto a Notice of Purchase Withdrawal dated such date completed
      as
      set forth on Exhibit C hereto and (ii) deliver such Withdrawal Certificate
      and
      Notice of Purchase Withdrawal to the applicable Escrow Agent.

     

    The
      Company hereby instructs each Applicable Pass Through Trustee to (i) purchase
      Equipment Notes of a series and in an amount set forth opposite such Pass
      Through Trustee in clause (3) above with a portion of the proceeds of the
      withdrawals of Deposits referred to in the applicable Notice of Purchase
      Withdrawal referred to above and (ii) re-deposit with the Depositary the excess,
      if any, of the amount so withdrawn over
      the
      purchase price of such Equipment Notes.

     

    The
      Company hereby instructs each Applicable Pass Through Trustee to (a) enter
      into
      the Participation Agreement [____] dated as of [__________] among the Company,
      as Owner, and Wilmington Trust Company, as Mortgagee and Loan Participant,
      (b)
      perform its obligations thereunder and (c) deliver such certificates, documents
      and legal opinions relating to such Pass Through Trustee as required thereby.
      

     

    Yours
      faithfully,

     

    Continental
      Airlines, Inc.

    


    


    
      	
              By

            	 
	 	
              Name:

            
	 	
              Title:

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
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    SCHEDULE
      A

     

    Wilmington
      Trust Company, as

    Pass
      Through Trustee, Subordination

    Agent
      and
      Paying Agent

    Rodney
      Square North

    1100
      North Market Street

    Wilmington,
      Delaware 19890

    Attention:
      Corporate Trust Administration

    Facsimile:
      (302) 636-4140

     

    Wells
      Fargo Bank Northwest, National Association,

    as
      Escrow
      Agent

    MAC:
      U1228-120

    299
      South
      Main Street, 12th Floor

    Salt
      Lake
      City, Utah 84111

    Attention:
      Corporate Trust Department

    Facsimile:
      (801) 246-5053

    


    Credit
      Suisse, New York Branch,

    as
      Depositary 

    11
      Madison Avenue

    New
      York,
      New York 10010, 

    Attention:
      Karl Studer

    Facsimile:
      (212) 743-1894

    Attention:
      James Palen

    Facsimile:
      (212) 743-2025

    Attention:
      Carl Paravati

    Facsimile:
      (212) 538-5165

     

    Standard
      & Poor’s Ratings Services

    55
      Water
      Street, 35th Floor

    New
      York,
      New York 10004

    Attention:
      Michael K. Vernier

    Facsimile:
      (212) 438-6632

     

    Moody’s
      Investors Service, Inc.

    99
      Church
      Street

    New
      York,
      New York 10007

    Attention:
      Michael
      Mulvaney

    Facsimile:
      212-553-4661


    
      
        
        

      

      
        
        

        
          

        

      

      
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    Annex
      A


    WITHDRAWAL
      CERTIFICATE

     

    (Class
      ___)

     

    Wells
      Fargo Bank Northwest,
      National Association,

    as
      Escrow
      Agent

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Escrow and Paying Agent Agreement, dated as of April 10,
      2007 (the “Agreement”). We hereby certify to you that the conditions to the
      obligations of the undersigned to execute a Participation Agreement pursuant
      to
      the Note Purchase Agreement have been satisfied. Pursuant to Section 1.02(c)
      of
      the Agreement, please execute the attached Notice of Purchase Withdrawal and
      immediately transmit by facsimile to the Depositary, at Credit Suisse, New
      York
      Branch, 11 Madison Avenue, New York, New York 10010 (Attention: Karl
      Studer/James Palen/Carl Paravati).

     

     

    Capitalized
      terms used herein but not defined herein shall have the meanings set forth
      in
      the Agreement.

     

    


    
      	 	
              Very
                truly yours,

            
	 	
               

              WILMINGTON
                TRUST COMPANY,

              not
                in its individual capacity but solely as Pass

              Through
                Trustee

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

     

    Dated:
      As
      of [__________ __,
      20__]

    



    
      
        
        

      

      
        
        

        
          

        

      

      
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    Exhibit
      A

    NOTICE
      OF
      PURCHASE WITHDRAWAL

    


    


    


    Credit
      Suisse, New York Branch,

    as
      Depositary 

    11
      Madison Avenue

    New
      York,
      New York 10010, 

    Attention:
      Karl Studer

    Telecopier: (212)
      325-9163

    Attention:
      James Palen

    Telecopier:
      (212) 743-2025

    Attention:
      Carl Paravati

    Facsimile:
      (212) 538-5165

     

    Ladies
      and Gentlemen:

     

    Reference
      is made to the Deposit Agreement (Class A) dated as of April 10, 2007 (the
“Deposit
      Agreement”)
      between Wells Fargo Bank Northwest, National Association, as Escrow Agent,
      and
      Credit Suisse, New York Branch, as Depositary (the “Depositary”).

     

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

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposit
      to
      [___________________], Account No. [____], Reference: [_________] on [________
      __, 20___], upon the telephonic request of a representative of the Pass Through
      Trustee.

     

    
      	 	
              WELLS
                FARGO BANK NORTHWEST,

              NATIONAL
                ASSOCIATION,

              as
                Escrow Agent

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     

    Dated:
      As
      of [__________ __, 20__]


    



    
      
        
        

      

      
        
        

        
          

        

      

      
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    Exhibit
      B

    NOTICE
      OF
      PURCHASE WITHDRAWAL

    


    


    


    Credit
      Suisse, New York Branch,

    as
      Depositary 

    11
      Madison Avenue

    New
      York,
      New York 10010, 

    Attention:
      Karl Studer

    Telecopier: (212)
      325-9163

    Attention:
      James Palen

    Telecopier: (212)
      743-2025

    Attention:
      Carl Paravati

    Facsimile:
      (212) 538-5165

     

    


    Ladies
      and Gentlemen:

     

    Reference
      is made to the Deposit Agreement (Class B) dated as of April 10, 2007 (the
“Deposit
      Agreement”)
      between Wells Fargo Bank Northwest, National Association, as Escrow Agent,
      and
      Credit Suisse, New York Branch, as Depositary (the “Depositary”).

     

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

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposit
      to
      [___________________], Account No. [____], Reference: [_________] on [________
      __, 20__], upon the telephonic request of a representative of the Pass Through
      Trustee.

     

    
      	 	
              WELLS
                FARGO BANK NORTHWEST,

              NATIONAL
                ASSOCIATION,

              as
                Escrow Agent

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     

    Dated:
      As
      of [__________ __, 20__]


    
      
        
        

      

      
        
        

        
          

        

      

      
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    Exhibit
      C

    NOTICE
      OF
      PURCHASE WITHDRAWAL

    
 

    


    Credit
      Suisse, New York Branch,

    as
      Depositary 

    11
      Madison Avenue

    New
      York,
      New York 10010, 

    Attention:
      Karl Studer

    Telecopier: (212)
      325-9163

    Attention:
      James Palen

    Telecopier: (212)
      743-2025

    Attention:
      Carl Paravati

    Facsimile: (212)
      538-5165

    


    


    Ladies
      and Gentlemen:

     

    Reference
      is made to the Deposit Agreement (Class C) dated as of April 10, 2007 (the
“Deposit
      Agreement”)
      between Wells Fargo Bank Northwest, National Association, as Escrow Agent,
      and
      Credit Suisse, New York Branch, as Depositary (the “Depositary”).

     

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

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposit
      to
      [___________________], Account No. [____], Reference: [_________] on [________
      __, 20__], upon the telephonic request of a representative of the Pass Through
      Trustee.

     

    
      	 	
              WELLS
                FARGO BANK NORTHWEST,

              NATIONAL
                ASSOCIATION,

              as
                Escrow Agent

            
	 	 	 
	 	
              By

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


    

    


     

    Dated:
      As
      of [__________ __, 20__]

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          BACK

        

      

    

    
       

      EXHIBIT
        B
        to

      Note
        Purchase Agreement

       

      FORM
        OF PARTICIPATION AGREEMENT

       

      [FILED
        SEPARATELY]

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          BACK

        

      


      EXHIBIT
        C
        to

      Note
        Purchase Agreement

       

      FORM
        OF INDENTURE

       

      
        [FILED
          SEPARATELY]