Form of Indenture


    

      
        	
                EXHIBIT
                  C

              
	
                TO

              
	
                NOTE
                  PURCHASE AGREEMENT

              


      

       

      
      

    

    
      

    

    


     

    TRUST
      INDENTURE AND MORTGAGE [____]

     

    Dated
      as
      of [________ __, 20__]

     

    Between

     

    CONTINENTAL
      AIRLINES, INC.,

     

    Owner

     

    and

     

    WILMINGTON
      TRUST COMPANY,

    not
      in
      its individual capacity,

    except
      as
      expressly stated herein,

    but
      solely as Mortgagee,

     

    Mortgagee

     

     

     

      
        

      

    

     

    EQUIPMENT
      NOTES COVERING

    ONE
      BOEING [______] AIRCRAFT

    BEARING
      U.S. REGISTRATION MARK N[______]

    AND
      MANUFACTURER’S SERIAL NO. [______]

     

      
        

      

    

     

    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

      TABLE
        OF CONTENTS

      


      
        	 	 	
                Page

              
	
                GRANTING
                  CLAUSE

              	
                1

              
	
                 

                ARTICLE
                  I DEFINITIONS

              	
                 

                4

              
	
                 

                ARTICLE
                  II THE
                  EQUIPMENT NOTES

              	
                 

                4

              
	
                 

                SECTION
                  2.01.

              	
                 

                Form
                  of Equipment Notes

              	
                 

                4

              
	
                SECTION
                  2.02.

              	
                Issuance
                  and Terms of Equipment
                  Notes

              	
                10

              
	
                SECTION
                  2.03.

              	
                [Intentionally
                  Omitted]

              	
                12

              
	
                SECTION
                  2.04.

              	
                Method
                  of Payment

              	
                12

              
	
                SECTION
                  2.05.

              	
                Application
                  of Payments

              	
                14

              
	
                SECTION
                  2.06.

              	
                Termination
                  of Interest in
                  Collateral

              	
                15

              
	
                SECTION
                  2.07.

              	
                Registration
                  Transfer and Exchange of Equipment
                  Notes

              	
                15

              
	
                SECTION
                  2.08.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Equipment
                  Notes

              	
                16

              
	
                SECTION
                  2.09.

              	
                Payment
                  of Expenses on Transfer;
                  Cancellation

              	
                17

              
	
                SECTION
                  2.10.

              	
                Mandatory
                  Redemptions of Equipment
                  Notes

              	
                17

              
	
                SECTION
                  2.11.

              	
                Voluntary
                  Redemptions of Equipment
                  Notes

              	
                17

              
	
                SECTION
                  2.12.

              	
                Redemptions;
                  Notice of Redemption

              	
                18

              
	
                SECTION
                  2.13.

              	
                Subordination

              	
                19

              
	
                 

                ARTICLE
                  III RECEIPT,
                  DISTRIBUTION AND APPLICATION OF
                  PAYMENTS

              	
                 

                20

              
	
                 

                SECTION
                  3.01.

              	
                 

                Basic
                  Distributions

              	
                 

                20

              
	
                SECTION
                  3.02.

              	
                Event
                  of Loss; Replacement; Optional
                  Redemption

              	
                21

              
	
                SECTION
                  3.03.

              	
                Payments
                  After Event of Default

              	
                22

              
	
                SECTION
                  3.04.

              	
                Certain
                  Payments

              	
                25

              
	
                SECTION
                  3.05.

              	
                Other
                  Payments

              	
                26

              
	
                SECTION
                  3.06.

              	
                Cooperation

              	
                26

              
	
                SECTION
                  3.07.

              	
                Securities
                  Account

              	
                26

              
	
                 

                ARTICLE
                  IV COVENANTS
                  OF THE OWNER

              	
                 

                27

              
	
                 

                SECTION
                  4.01.

              	
                 

                Liens

              	
                 

                27

              
	
                SECTION
                  4.02.

              	
                Possession,
                  Operation and Use, Maintenance,
                  Registration and Markings

              	
                27

              
	
                SECTION
                  4.03.

              	
                Inspection

              	
                32

              
	
                SECTION
                  4.04.

              	
                Replacement
                  and Pooling of Parts, Alterations,
                  Modifications and Additions; Substitution of Engines

              	
                33

              
	
                SECTION
                  4.05.

              	
                Loss,
                  Destruction or Requisition

              	
                36

              
	
                SECTION
                  4.06.

              	
                Insurance

              	
                41

              
	
                SECTION
                  4.07.

              	
                Merger
                  of Owner

              	
                41

              
	
                SECTION
                  4.08

              	
                Claim
                  for Related Secured
                  Obligations

              	
                42

              
	
                 

                ARTICLE
                  V EVENTS
                  OF DEFAULT; REMEDIES OF
                  MORTGAGEE

              	
                 

                43

              
	
                 

                SECTION
                  5.01.

              	
                 

                Event
                  of Default

              	
                 

                43

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        TABLE
          OF
          CONTENTS

        (continued)

         

      

      
        	 	 	
                Page

              
	
                SECTION
                  5.02.

              	
                Remedies

              	
                44

              
	
                SECTION
                  5.03.

              	
                Return
                  of Aircraft, Etc.

              	
                46

              
	
                SECTION
                  5.04.

              	
                Remedies
                  Cumulative

              	
                47

              
	
                SECTION
                  5.05.

              	
                Discontinuance
                  of Proceedings

              	
                47

              
	
                SECTION
                  5.06.

              	
                Waiver
                  of Past Defaults

              	
                47

              
	
                SECTION
                  5.07.

              	
                Appointment
                  of Receiver

              	
                47

              
	
                SECTION
                  5.08.

              	
                Mortgagee
                  Authorized to Execute Bills of Sale,
                  Etc.

              	
                48

              
	
                SECTION
                  5.09.

              	
                Rights
                  of Note Holders to Receive
                  Payment

              	
                48

              
	
                 

                ARTICLE
                  VI DUTIES
                  OF THE MORTGAGEE

              	
                 

                48

              
	
                 

                SECTION
                  6.01.

              	
                 

                Notice
                  of Event of Default

              	
                 

                48

              
	
                SECTION
                  6.02.

              	
                Action
                  Upon Instructions; Certain Rights and
                  Limitations

              	
                49

              
	
                SECTION
                  6.03.

              	
                Indemnification

              	
                49

              
	
                SECTION
                  6.04.

              	
                No
                  Duties Except as Specified in Trust Indenture or
                  Instructions

              	
                50

              
	
                SECTION
                  6.05.

              	
                No
                  Action Except Under Trust Indenture
                  or Instructions

              	
                50

              
	
                SECTION
                  6.06.

              	
                Investment
                  of Amounts Held by
                  Mortgagee

              	
                50

              
	
                 

                ARTICLE
                  VII THE
                  MORTGAGEE

              	
                 

                51

              
	
                 

                SECTION
                  7.01.

              	
                 

                Acceptance
                  of Trusts and Duties

              	
                 

                51

              
	
                SECTION
                  7.02.

              	
                Absence
                  of Duties

              	
                51

              
	
                SECTION
                  7.03.

              	
                No
                  Representations or Warranties as to Aircraft or
                  Documents

              	
                51

              
	
                SECTION
                  7.04.

              	
                No
                  Segregation of Monies; No
                  Interest

              	
                52

              
	
                SECTION
                  7.05.

              	
                Reliance;
                  Agreements; Advice of
                  Counsel

              	
                52

              
	
                SECTION
                  7.06.

              	
                Compensation

              	
                53

              
	
                SECTION
                  7.07.

              	
                Instructions
                  from Note Holders

              	
                53

              
	
                 

                ARTICLE
                  VIII INDEMNIFICATION

              	
                 

                53

              
	
                 

                SECTION
                  8.01.

              	
                 

                Scope
                  of Indemnification

              	
                 

                53

              
	
                 

                ARTICLE
                  IX SUCCESSOR
                  AND SEPARATE TRUSTEES

              	
                 

                53

              
	
                 

                SECTION
                  9.01.

              	
                 

                Resignation
                  of Mortgagee; Appointment of
                  Successor

              	
                 

                53

              
	
                SECTION
                  9.02.

              	
                Appointment
                  of Additional and Separate
                  Trustees

              	
                54

              
	
                 

                ARTICLE
                  X SUPPLEMENTS
                  AND AMENDMENTS TO THIS TRUST INDENTURE AND
                  OTHER DOCUMENTS

              	
                 

                56

              
	
                 

                SECTION
                  10.01.

              	
                 

                Instructions
                  of Majority;
                  Limitations

              	
                 

                56

              
	
                SECTION
                  10.02.

              	
                Mortgagee
                  Protected

              	
                58

              
	
                SECTION
                  10.03.

              	
                Documents
                  Mailed to Note Holders

              	
                58

              


      

       

      
         

        
          
            ii

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          TABLE
            OF
            CONTENTS

          (continued)

           

        

      

      
        	 	 	
                Page

              
	
                SECTION
                  10.04.

              	
                No
                  Request Necessary for Trust Indenture
                  Supplement

              	
                58

              


      

      
        	
                 

                ARTICLE
                  XI MISCELLANEOUS

              	
                 

                58

              
	
                 

                SECTION
                  11.01.

              	
                 

                Termination
                  of Trust Indenture

              	
                 

                58

              
	
                SECTION
                  11.02.

              	
                No
                  Legal Title to Collateral in Note
                  Holders

              	
                59

              
	
                SECTION
                  11.03.

              	
                Sale
                  of Aircraft by Mortgagee Is
                  Binding

              	
                59

              
	
                SECTION
                  11.04.

              	
                Trust
                  Indenture for Benefit of Owner, Mortgagee,
                  Note Holders and the other Indenture Indemnitees

              	
                59

              
	
                SECTION
                  11.05.

              	
                Notices

              	
                59

              
	
                SECTION
                  11.06.

              	
                Severability

              	
                60

              
	
                SECTION
                  11.07.

              	
                No
                  Oral Modification or Continuing
                  Waivers

              	
                60

              
	
                SECTION
                  11.08.

              	
                Successors
                  and Assigns

              	
                60

              
	
                SECTION
                  11.09.

              	
                Headings

              	
                60

              
	
                SECTION
                  11.10.

              	
                Normal
                  Commercial Relations

              	
                60

              
	
                SECTION
                  11.11.

              	
                Governing
                  Law; Counterpart Form

              	
                60

              
	
                SECTION
                  11.12.

              	
                Voting
                  By Note Holders

              	
                61

              
	
                SECTION
                  11.13.

              	
                Bankruptcy

              	
                61

              


      

       

      ANNEX
        A       Definitions

      ANNEX
        B        Insurance

      EXHIBIT
        A      Form
        of Trust Indenture and Mortgage
        Supplement

      SCHEDULE
        I   Equipment
        Notes Amortization and Interest
        Rates

    

    
      
         

      

    

    
      
        iii

      

      
        
        

        
          

        

      

      
        BACK

      

    

     

    TRUST
      INDENTURE AND MORTGAGE [____]

     

    TRUST
      INDENTURE AND MORTGAGE [____], dated as of [________ __, 20__], (“Trust
      Indenture”), between CONTINENTAL AIRLINES, INC., a Delaware corporation
      (“Owner”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in
      its individual capacity, except as expressly stated herein, but solely as
      Mortgagee hereunder (together with its successors hereunder, the
“Mortgagee”).

     

    WITNESSETH

     

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

     

    WHEREAS,
      the parties hereto desire by this Trust Indenture, among other things, (i)
      to
      provide for the issuance by the Owner of the Series of Equipment Notes specified
      on Schedule I hereto, and Additional Series, and (ii) to provide for the
      assignment, mortgage and pledge by the Owner to the Mortgagee, as part of the
      Collateral hereunder, among other things, of all of the Owner’s right, title and
      interest in and to the Aircraft and, except as hereinafter expressly provided,
      all payments and other amounts received hereunder in accordance with the terms
      hereof, as security for, among other things, the Owner’s obligations to the Note
      Holders and the Indenture Indemnitees;

     

    WHEREAS,
      all things have been done to make the Equipment Notes of the Series listed
      on
      Schedule I hereto, when executed by the Owner and authenticated and delivered
      by
      the Mortgagee hereunder, the valid, binding and enforceable obligations of
      the
      Owner; and

     

    WHEREAS,
      all things necessary to make this Trust Indenture the valid, binding and legal
      obligation of the Owner for the uses and purposes herein set forth, in
      accordance with its terms, have been done and performed and have
      happened;

     

    GRANTING
      CLAUSE

     

    NOW,
      THEREFORE, THIS TRUST INDENTURE AND MORTGAGE WITNESSETH, that, to secure the
      prompt payment of the Original Amount of, interest on, Make-Whole Amount, if
      any, and all other amounts due with respect to, all Equipment Notes from time
      to
      time outstanding hereunder according to their tenor and effect and to secure
      the
      performance and observance by the Owner of all the agreements, covenants and
      provisions contained herein and in the Participation Agreement and in the
      Equipment Notes and to secure the Related Secured Obligations and the
      performance and observance by the Owner of all agreements, covenants and
      provisions contained in the Related Equipment Notes, for the benefit of the
      Note
      Holders and each of the Indenture Indemnitees, and in consideration of the
      premises and of the covenants herein contained, and of the acceptance of the
      Equipment Notes and the Related Equipment Notes by the holders thereof, and
      for
      other good and valuable consideration the receipt and adequacy whereof are
      hereby acknowledged, the Owner has granted, bargained, sold, assigned,
      transferred, conveyed, mortgaged, pledged and confirmed, and does hereby grant,
      bargain, sell, assign, transfer, convey, mortgage, pledge and confirm, unto
      the
      Mortgagee, its successors in trust and assigns, for the security and benefit
      of,
      the Note Holders and each of the 

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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    Indenture
      Indemnitees, a first priority security interest and, in the case of the Airframe
      and Engines, an International Interest in and mortgage lien on all right, title
      and interest of the Owner in, to and under the following described property,
      rights and privileges, whether now or hereafter acquired (which, collectively,
      together with all property hereafter specifically subject to the Lien of this
      Trust Indenture by the terms hereof or any supplement hereto, are included
      within, and are referred to as, the “Collateral”), to wit:

     

    (1) The
      Airframe which is one Boeing [______] aircraft with the FAA Registration number
      of N[______] and the manufacturer’s serial number of [______] and two Engines,
      each of which Engines is a [________________________] jet propulsion aircraft
      engine with at least 1750 lb. of thrust, with the manufacturer’s serial numbers
      of [______] and [______] (such Airframe and Engines more particularly described
      in the Trust Indenture Supplement executed and delivered as provided herein)
      as
      the same is now and will hereafter be constituted, whether now owned by the
      Owner or hereafter acquired, and in the case of such Engines, whether or not
      any
      such Engine shall be installed in or attached to the Airframe or any other
      airframe, together with (a) all Parts of whatever nature, which are from time
      to
      time included within the definitions of “Airframe” or “Engines”, whether now
      owned or hereafter acquired, including all substitutions, renewals and
      replacements of and additions, improvements, accessions and accumulations to
      the
      Airframe and Engines (other than additions, improvements, accessions and
      accumulations which constitute appliances, parts, instruments, appurtenances,
      accessories, furnishings or other equipment excluded from the definition of
      Parts) and (b) all Aircraft Documents;

     

    (2) The
      Purchase Agreement and the Bills of Sale to the extent the same relate to
      continuing rights of the Owner in respect of any warranty, indemnity or
      agreement, express or implied, as to title, materials, workmanship, design
      or
      patent infringement or related matters with respect to the Airframe or the
      Engines (reserving to the Owner, however, all of the Owner’s other rights and
      interest in and to the Purchase Agreement) together with all rights, powers,
      privileges, options and other benefits of the Owner thereunder (subject to
      such
      reservation) with respect to the Airframe or the Engines, including, without
      limitation, the right to make all waivers and agreements, to give and receive
      all notices and other instruments or communications, to take such action upon
      the occurrence of a default thereunder, including the commencement, conduct
      and
      consummation of legal, administrative or other proceedings, as shall be
      permitted thereby or by law, and to do any and all other things which the Owner
      is or may be entitled to do thereunder (subject to such reservation), subject,
      with respect to the Purchase Agreement, to the terms and conditions of the
      Consent and Agreement and the Engine Consent and Agreement;

     

    (3) All
      proceeds with respect to the requisition of title to or use of the Aircraft
      or
      any Engine by any Government Entity or from the sale or other disposition of
      the
      Aircraft, the Airframe, any Engine or other property described in any of these
      Granting Clauses by the Mortgagee pursuant to the terms of this Trust Indenture,
      and all insurance proceeds with respect to the Aircraft, the Airframe, any
      Engine or any part thereof, but excluding any insurance maintained by the Owner
      and not required under Section 4.06;

    


    
      
        
          
          

        

        
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    (4) All
      rents, revenues and other proceeds collected by the Mortgagee pursuant to
      paragraph (v) of clause “Third” of Section 3.03 and Section 5.03(b) and all
      monies and securities from time to time deposited or required to be deposited
      with the Mortgagee by or for the account of the Owner pursuant to any terms
      of
      this Trust Indenture held or required to be held by the Mortgagee hereunder,
      including the Securities Account and all monies and securities deposited into
      the Securities Account; and

     

    (5) All
      proceeds of the foregoing.

     

    PROVIDED,
      HOWEVER, that notwithstanding any of the foregoing provisions, so long as no
      Event of Default shall have occurred and be continuing, (a) the Mortgagee shall
      not take or cause to be taken any action contrary to the Owner’s right hereunder
      to quiet enjoyment of the Airframe and Engines, and to possess, use, retain
      and
      control the Airframe and Engines and all revenues, income and profits derived
      therefrom, and (b) the Owner shall have the right, to the exclusion of the
      Mortgagee, with respect to the Purchase Agreement, to exercise in the Owner’s
      name all rights and powers of the buyer under the Purchase Agreement (other
      than
      to amend, modify or waive any of the warranties or indemnities contained
      therein, except in the exercise of the Owner’s reasonable business judgment) and
      to retain any recovery or benefit resulting from the enforcement of any warranty
      or indemnity under the Purchase Agreement; and provided
      further that,
      notwithstanding the occurrence or continuation of an Event of Default, the
      Mortgagee shall not enter into any amendment of the Purchase Agreement which
      would increase the obligations of the Owner thereunder.

     

    TO
      HAVE
      AND TO HOLD all and singular the aforesaid property unto the Mortgagee, and
      its
      successors and assigns, in trust for the equal and proportionate benefit and
      security of the Note Holders and the Indenture Indemnitees, except as provided
      in Section 2.13 and Article III hereof, without any preference, distinction
      or
      priority of any one Equipment Note over any other, or any Related Equipment
      Note
      over any other, by reason of priority of time of issue, sale, negotiation,
      date
      of maturity thereof or otherwise for any reason whatsoever, and for the uses
      and
      purposes and in all cases and as to all property specified in clauses (1)
      through (5) inclusive above, subject to the terms and provisions set forth
      in
      this Trust Indenture.

     

    It
      is
      expressly agreed that anything herein contained to the contrary notwithstanding,
      the Owner shall remain liable under the Indenture Agreements to perform all
      of
      the obligations assumed by it thereunder, except to the extent prohibited or
      excluded from doing so pursuant to the terms and provisions thereof, and the
      Mortgagee, the Note Holders and the Indenture Indemnitees shall have no
      obligation or liability under the Indenture Agreements by reason of or arising
      out of the assignment hereunder, nor shall the Mortgagee, the Note Holders
      or
      the Indenture Indemnitees be required or obligated in any manner to perform
      or
      fulfill any obligations of the Owner under or pursuant to the Indenture
      Agreements, or, except as herein expressly provided, to make any payment, or
      to
      make any inquiry as to the nature or sufficiency of any payment received by
      it,
      or present or file any claim, or take any action to collect or enforce the
      payment of any amounts which may have been assigned to it or to which it may
      be
      entitled at any time or times.

    


    
      
        
          
          

        

        
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    The
      Owner
      does hereby constitute the Mortgagee the true and lawful attorney of the Owner,
      irrevocably, granted for good and valuable consideration and coupled with an
      interest and with full power of substitution, and with full power (in the name
      of the Owner or otherwise) to ask for, require, demand, receive, compound and
      give acquittance for any and all monies and claims for monies (in each case
      including insurance and requisition proceeds) due and to become due under or
      arising out of the Indenture Agreements, and all other property which now or
      hereafter constitutes part of the Collateral, to endorse any checks or other
      instruments or orders in connection therewith and to file any claims or to
      take
      any action or to institute any proceedings which the Mortgagee may deem to
      be
      necessary or advisable in the premises; provided
      that the
      Mortgagee shall not exercise any such rights except upon the occurrence and
      during the continuance of an Event of Default hereunder.

     

    The
      Owner
      agrees that at any time and from time to time, upon the written request of
      the
      Mortgagee, the Owner will promptly and duly execute and deliver or cause to
      be
      duly executed and delivered any and all such further instruments and documents
      (including without limitation UCC continuation statements) as the Mortgagee
      may
      reasonably deem necessary to perfect, preserve or protect the mortgage, security
      interests and assignments created or intended to be created hereby or to obtain
      for the Mortgagee the full benefits of the assignment hereunder and of the
      rights and powers herein granted.

     

    IT
      IS
      HEREBY COVENANTED AND AGREED by and between the parties hereto as
      follows:


     

    
      
        ARTICLE
          I

         

        DEFINITIONS

      

    

     

    Capitalized
      terms used but not defined herein shall have the respective meanings set forth
      or incorporated by reference, and shall be construed in the manner described,
      in
      Annex A hereto.

     

    ARTICLE
      II

     

    THE
      EQUIPMENT NOTES

     

    SECTION
      2.01.  Form of Equipment
      Notes

     

    The
      Equipment Notes shall be substantially in the form set forth below:

     

    THIS
      EQUIPMENT NOTE HAS NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933,
      AS AMENDED (THE “ACT”), OR PURSUANT TO THE SECURITIES LAWS OF ANY STATE.
      ACCORDINGLY, THIS EQUIPMENT NOTE MAY NOT BE SOLD UNLESS EITHER REGISTERED UNDER
      THE ACT AND SUCH APPLICABLE STATE LAWS OR AN EXEMPTION FROM SUCH REGISTRATIONS
      IS AVAILABLE.

     

    CONTINENTAL
      AIRLINES, INC.

    


    
      
        
          
          

        

        
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    SERIES
      [_____]
      EQUIPMENT NOTE DUE [____]
      ISSUED
      IN CONNECTION WITH THE

    BOEING
      MODEL [_____] AIRCRAFT BEARING UNITED STATES REGISTRATION

    NUMBER
      N[_____]

     

    

      


      
        	
                No.
                  ____

              	 	
                Date:
                  [__________,
                  ____]

              


      

    

     

    

      
        	
                 

                INTEREST
                  RATE

              	
                 

                MATURITY
                  DATE

              
	
                [___________]

              	
                [____________]

              


      

    

     

    CONTINENTAL
      AIRLINES, INC., a Delaware corporation (“Owner”), hereby promises to pay to
      __________________, or the registered assignee thereof, the principal sum of
      $____________ (the “Original Amount”), together with interest on the amount of
      the Original Amount remaining unpaid from time to time (calculated on the basis
      of a year of 360 days comprised of twelve 30-day months) from the date hereof
      until paid in full at a rate per annum equal to the Debt Rate. The Original
      Amount of this Equipment Note shall be due and payable in installments on the
      dates set forth in Schedule I hereto equal to the corresponding percentage
      of
      the Original Amount of this Equipment Note set forth in Schedule I hereto.
      Accrued but unpaid interest shall be due and payable in semi-annual installments
      commencing on [______ __, 20__,]1 
      and
      thereafter on April 19 and October 19 of each year, to and including
      [_______________]. Notwithstanding the foregoing, the final payment made on
      this
      Equipment Note shall be in an amount sufficient to discharge in full the unpaid
      Original Amount and all accrued and unpaid interest on, and any other amounts
      due under, this Equipment Note. Notwithstanding anything to the contrary
      contained herein, if any date on which a payment under this Equipment Note
      becomes due and payable is not a Business Day, then such payment shall not
      be
      made on such scheduled date but shall be made on the next succeeding Business
      Day and if such payment is made on such next succeeding Business Day, no
      interest shall accrue on the amount of such payment during such
      extension.

     

    For
      purposes hereof, the term “Trust Indenture” means the Trust Indenture and
      Mortgage [____] dated as of [______ __, 20__,] between the Owner and Wilmington
      Trust Company (the “Mortgagee”), as the same may be amended or supplemented from
      time to time. All other capitalized terms used in this Equipment Note and not
      defined herein shall have the respective meanings assigned in the Trust
      Indenture.

     

    This
      Equipment Note shall bear interest, payable on demand, at the Payment Due Rate
      (calculated on the basis of a year of 360 days comprised of twelve 30-day
      months) on any overdue Original Amount, any overdue Make-Whole Amount, if any,
      and (to the extent permitted by applicable Law) any overdue interest and any
      other amounts payable hereunder which are overdue, in each case for the period
      the same is overdue. Amounts shall be overdue if not paid when due (whether
      at
      stated maturity, by acceleration or otherwise).

     

    
      
1. Insert
      first April 19 or October 19 after the Closing Date. 

     

    
 

    
      
        
          
          

        

        
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    There
      shall be maintained an Equipment Note Register for the purpose of registering
      transfers and exchanges of Equipment Notes at the Corporate Trust Office of
      the
      Mortgagee or at the office of any successor in the manner provided in Section
      2.07 of the Trust Indenture.

     

    The
      Original Amount and interest and other amounts due hereunder shall be payable
      in
      Dollars in immediately available funds at the Corporate Trust Office of the
      Mortgagee, or as otherwise provided in the Trust Indenture. Each such payment
      shall be made on the date such payment is due and without any presentment or
      surrender of this Equipment Note, except that in the case of any final payment
      with respect to this Equipment Note, the Equipment Note shall be surrendered
      promptly thereafter to the Mortgagee for cancellation.

     

    The
      holder hereof, by its acceptance of this Equipment Note, agrees that, except
      as
      provided in the Trust Indenture, each payment of the Original Amount, Make-Whole
      Amount, if any, and interest received by it hereunder shall be applied,
first,
      to the
      payment of accrued interest on this Equipment Note (as well as any interest
      on
      any overdue Original Amount, any overdue Make-Whole Amount, if any, or, to
      the
      extent permitted by Law, any overdue interest and other amounts hereunder)
      to
      the date of such payment, second,
      to the
      payment of the Original Amount of this Equipment Note then due, third,
      to the
      payment of Make-Whole Amount, if any, and any other amount due hereunder or
      under the Trust Indenture, and fourth,
      the
      balance, if any, remaining thereafter, to the payment of installments of the
      Original Amount of this Equipment Note remaining unpaid in the inverse order
      of
      their maturity.

     

    This
      Equipment Note is one of the Equipment Notes referred to in the Trust Indenture
      which have been or are to be issued by the Owner pursuant to the terms of the
      Trust Indenture. The Collateral is held by the Mortgagee as security, in part,
      for the Equipment Notes. The provisions of this Equipment Note are subject
      to
      the Trust Indenture and the Related Indentures. Reference is hereby made to
      the
      Trust Indenture and the Related Indentures for a complete statement of the
      rights and obligations of the holder of, and the nature and extent of the
      security for, this Equipment Note (including as a “Related Equipment Note” under
      each of the Related Indentures) and the rights and obligations of the holders
      of, and the nature and extent of the security for, any other Equipment Notes
      executed and delivered under the Trust Indenture, as well as for a statement
      of
      the terms and conditions of the Trust created by the Trust Indenture, to all
      of
      which terms and conditions in the Trust Indenture each holder hereof agrees
      by
      its acceptance of this Equipment Note. 

     

    As
      provided in the Trust Indenture and subject to certain limitations therein
      set
      forth, this Equipment Note is exchangeable for a like aggregate Original Amount
      of Equipment Notes of different authorized denominations, as requested by the
      holder surrendering the same.

     

    Prior
      to
      due presentment for registration of transfer of this Equipment Note, the Owner
      and the Mortgagee shall treat the person in whose name this Equipment Note
      is
      registered as the owner hereof for all purposes, whether or not this Equipment
      Note be overdue, and neither the Owner nor the Mortgagee shall be affected
      by
      notice to the contrary.

    


    
      
        
          
          

        

        
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    This
      Equipment Note is subject to redemption as provided in Sections 2.10, 2.11
      and
      2.12 of the Trust Indenture but not otherwise. In addition, this Equipment
      Note
      may be accelerated as provided in Section 5.02 of the Trust
      Indenture.

     

    This
      Equipment Note is subject to purchase as set forth in Section 2.7 of the
      Intercreditor Agreement, and to certain restrictions set forth in Sections
      4.1(a)(ii) and 4.1(a)(iii) of the Intercreditor Agreement, as further specified
      in Section 2.07 of the Trust Indenture, to all of which terms and conditions
      in
      the Intercreditor Agreement each holder hereof agrees by its acceptance of
      this
      Equipment Note. 

     

    [The
      indebtedness evidenced by this Equipment Note is, to the extent and in the
      manner provided in the Trust Indenture, subordinate and subject in right of
      payment to the prior payment in full of the Secured Obligations (as defined
      in
      the Trust Indenture) in respect of [Series A Equipment Notes and Related Series
      A Equipment Notes]2 
      [Series
      A Equipment Notes, Series B Equipment Notes, Related Series A Equipment Notes
      and Related Series B Equipment Notes]3 
      [Series
      A Equipment Notes, Series B Equipment Notes, Series C Equipment Notes, Related
      Series A Equipment Notes, Related Series B Equipment Notes and Related Series
      C
      Equipment Notes]4 ,
      and
      certain other Secured Obligations, and this Equipment Note is issued subject
      to
      such provisions. The Note Holder of this Equipment Note, by accepting the same,
      (a) agrees to and shall be bound by such provisions, (b) authorizes and directs
      the Mortgagee on his behalf to take such action as may be necessary or
      appropriate to effectuate the subordination as provided in the Trust Indenture
      and (c) appoints the Mortgagee his attorney-in-fact for such
      purpose.]5  

     

    Unless
      the certificate of authentication hereon has been executed by or on behalf
      of
      the Mortgagee by manual signature, this Equipment Note shall not be entitled
      to
      any benefit under the Trust Indenture or be valid or obligatory for any
      purpose.

     

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

     

    *   *   *

     

     

     

    
      

      2. To
        be
        inserted in the case of a Series B Equipment Note.

      
         

        3. To
          be
          inserted in the case of a Series C Equipment Note.

      

      
         

        4. To
          be
          inserted in the case of an Additional Series Equipment Note.

      

      
         

        5. To
          be
          inserted for each Equipment Note other than any Series A Equipment
          Note.

      

    

    
 

    
      
        
          
          

        

        
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    IN
      WITNESS WHEREOF, the Owner has caused this Equipment Note to be executed in
      its
      corporate name by its officer thereunto duly authorized on the date
      hereof.

    


    
      	 	
              CONTINENTAL
                AIRLINES, INC. 

            
	 	
               

               

              By:___________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    
      
        
          
          

        

        
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    MORTGAGEE’S
      CERTIFICATE OF AUTHENTICATION

     

    This
      is
      one of the Equipment Notes referred to in the within-mentioned Trust
      Indenture.


    
      	 	
              WILMINGTON
                TRUST COMPANY, as Mortgagee

            
	 	
               

              By:___________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    


    SCHEDULE
      I 

     

    EQUIPMENT
      NOTE AMORTIZATION

     

    

      
        	
                Payment
                  Date

              	
                Percentage
                  of Original Amount to Be Paid

              
	 	 


      

    

     

    [SEE
      SCHEDULE I TO TRUST INDENTURE

    WHICH
      IS INSERTED UPON ISSUANCE]

    *   *   *

    


    
      
        
          
          

        

        
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    SECTION
      2.02.  Issuance and Terms of Equipment
      Notes

     

    The
      Equipment Notes (other than the Additional Series Equipment Notes) shall be
      dated the Closing Date, shall be issued in three separate series consisting
      of
      Series A, Series B, Series C and in the maturities and principal amounts and
      shall bear interest as specified in Schedule I hereto. On the Closing Date,
      each
      Series specified in Schedule I shall be issued to the Subordination Agent on
      behalf of the Applicable Pass Through Trustee under the Applicable Pass Through
      Trust Agreement. In addition to the foregoing, Owner shall have the option
      to
      issue Additional Series Equipment Notes at any time and from time to time
      at or after the “Delivery Period Termination Date” (as defined in the Note
      Purchase Agreement), subject to the terms of Section 4(a)(vi) of the Note
      Purchase Agreement and Section 9.1(d) of the Intercreditor Agreement. The
      Additional Series Equipment Notes may be issued in an unlimited number of
      separate series (if more than one series of Additional Series Equipment Notes
      are so issued, each such series shall have a different designation such as,
      for
      example, “Series D” and “Series E”), shall be dated the date of original
      issuance thereof and shall have such maturities, principal amounts and interest
      rates as specified in an amendment to this Trust Indenture. The Equipment Notes
      shall be issued in registered form only. The Equipment Notes shall be issued
      in
      denominations of $1,000 and integral multiples thereof, except that one
      Equipment Note of each Series may be in an amount that is not an integral
      multiple of $1,000. Without limitation of the foregoing, new Series B Equipment
      Notes, Series C Equipment Notes or Additional Series Equipment Notes may be
      issued pursuant to the provisions of Section 2.11(b).

     

    Each
      Equipment Note shall bear interest at the Debt Rate (calculated on the basis
      of
      a year of 360 days comprised of twelve 30-day months) on the unpaid Original
      Amount thereof from time to time outstanding. Accrued interest shall be payable
      in arrears on [____ __], 20[__], and on each April 19 and October 19 thereafter
      until maturity. The Original Amount of each Equipment Note shall be payable
      on
      the dates and in the installments equal to the corresponding percentage of
      the
      Original Amount as set forth in Schedule I hereto (as amended, in the case
      of
      any Additional Series, at the time of original issuance of such Additional
      Series) which shall be attached as Schedule I to such Equipment Notes.
      Notwithstanding the foregoing, the final payment made under each Equipment
      Note
      shall be in an amount sufficient to discharge in full the unpaid Original Amount
      and all accrued and unpaid interest on, and any other amounts due under, such
      Equipment Note. Each Equipment Note shall bear interest, payable on demand,
      at
      the Payment Due Rate (calculated on the basis of a year of 360 days comprised
      of
      twelve 30-day months) on any part of the Original Amount, Make-Whole Amount,
      if
      any, and, to the extent permitted by applicable Law, interest and any other
      amounts payable thereunder not paid when due for any period during which the
      same shall be overdue, in each case for the period the same is overdue. Amounts
      under any Equipment Note shall be overdue if not paid when due (whether at
      stated maturity, by acceleration or otherwise). Notwithstanding anything to
      the
      contrary contained herein, if any date on which a payment under any Equipment
      Note becomes due and payable is not a Business Day then such payment shall
      not
      be made on such scheduled date but shall be made on the next succeeding Business
      Day and if such payment is made on such next succeeding Business Day, no
      interest shall accrue on the amount of such payment during such extension.
      

    


    
      
        
          
          

        

        
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    The
      Owner
      agrees to pay to the Mortgagee for distribution in accordance with Section
      3.04
      hereof: (a)(i) to the extent not payable (whether or not in fact paid) under
      Section 6(a) of the Note Purchase Agreement, an amount 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
      principal amount of the Series A Equipment Notes and Series B Equipment Notes
      and the denominator of which shall be the then outstanding aggregate principal
      amount of all “Series A Equipment Notes” and “Series B Equipment Notes” (each as
      defined in the Note Purchase Agreement); (ii) (x) 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 Investment Earnings from
      such Downgrade Advance multiplied by (y) the fraction specified in the foregoing
      clause (i); (iii) (x) 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 from such Non-Extension
      Advance multiplied by (y) the fraction specified in the foregoing clause (i);
      (iv) if any payment default shall have occurred and be continuing with respect
      to interest on any “Series A Equipment Notes” or “Series B Equipment Notes”
(each as defined in the Note Purchase Agreement), (x) the excess, if any, of
      (1)
      an amount equal to interest on any Unpaid Advance, Applied Downgrade Advance
      or
      Applied Non-Extension Advance payable under Section 3.07 of each Liquidity
      Facility over (2) the sum of Investment Earnings from any Final Advance plus
      any
      amount of interest at the Payment Due Rate actually payable (whether or not
      in
      fact paid) by Owner on the overdue scheduled interest on the “Equipment Notes”
(as defined in the Note Purchase Agreement) in respect of which such Unpaid
      Advance, Applied Downgrade Advance or Applied Non-Extension Advance was made
      by
      the Liquidity Provider multiplied by (y) a fraction the numerator of which
      shall
      be the then aggregate overdue amounts of interest on the Series A Equipment
      Notes and Series B Equipment Notes (other than interest becoming due and payable
      solely as a result of acceleration of any such Equipment Notes) and the
      denominator of which shall be the then aggregate overdue amounts of interest
      on
      all “Series A Equipment Notes” and “Series B Equipment Notes” (each as defined
      in the Note Purchase Agreement) (other than interest becoming due and payable
      solely as a result of acceleration of any such “Equipment Notes”); and
      (v) 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 (ii), (iii) or (iv) above, multiplied by
      the
      fraction specified in the foregoing clause (i), (b) Owner’s pro rata share of
      all compensation and reimbursement of expenses, disbursements and advances
      payable by Owner under the Pass Through Trust Agreements, (c) Owner’s pro rata
      share of 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
      (d) in the event Owner requests any amendment to any Operative Agreement or
      Pass
      Through Agreement, Owner’s pro rata share of all reasonable fees and expenses
      (including, without limitation, fees and disbursements of counsel) of the Escrow
      Agents and the Paying Agents in connection therewith payable by the Pass Through
      Trustees under the Escrow Agreements. As used herein, “Owner’s pro rata share”
means as of any time a fraction, the numerator of which is the principal balance
      then outstanding of Equipment Notes and the denominator of which is the
      aggregate principal balance then 

    


    
      
        
          
          

        

        
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    outstanding
      of all “Equipment Notes” (as each such term is defined in each of the Operative
      Indentures). For purposes of this paragraph, the terms “Applied Downgrade
      Advance”, “Applied Non-Extension Advance”, “Cash Collateral Account”, “Downgrade
      Advance”, “Final Advance”, “Investment Earnings”, “Non-Extension Advance” and
“Unpaid Advance” shall have the meanings specified in each Liquidity
      Facility.

     

    The
      Equipment Notes shall be executed on behalf of the Owner by one of its
      authorized officers. Equipment Notes bearing the signatures of individuals
      who
      were at any time the proper officers of the Owner shall bind the Owner,
      notwithstanding that such individuals or any of them have ceased to hold such
      offices prior to the authentication and delivery of such Equipment Notes or
      did
      not hold such offices at the respective dates of such Equipment Notes. The
      Owner
      may from time to time execute and deliver Equipment Notes with respect to the
      Aircraft to the Mortgagee for authentication upon original issue and such
      Equipment Notes shall thereupon be authenticated and delivered by the Mortgagee
      upon the written request of the Owner signed by an authorized officer of the
      Owner. No Equipment Note shall be secured by or entitled to any benefit under
      this Trust Indenture or be valid or obligatory for any purposes, unless there
      appears on such Equipment Note a certificate of authentication in the form
      provided for herein executed by the Mortgagee by the manual signature of one
      of
      its authorized officers and such certificate upon any Equipment Notes be
      conclusive evidence, and the only evidence, that such Equipment Note has been
      duly authenticated and delivered hereunder.

     

    The
      aggregate Original Amount of any Series of Equipment Notes issued hereunder
      shall not exceed the amount set forth as the maximum therefor on Schedule I
      hereto (as amended, in the case of any Additional Series, at the time of
      original issuance of such Additional Series). 

     

    SECTION
      2.03.  [Intentionally
      Omitted]

     

    SECTION
      2.04.  Method of
      Payment

     

    (a) The
      Original Amount of, interest on, Make-Whole Amount, if any, and other amounts
      due under each Equipment Note or hereunder will be payable in Dollars by wire
      transfer of immediately available funds not later than 12:30 PM, New York time,
      on the due date of payment to the Mortgagee at the Corporate Trust Office for
      distribution among the Note Holders in the manner provided herein, and payment
      of such amount by the Owner to the Mortgagee shall be deemed to satisfy the
      Owner’s obligation to make such payment. The Owner shall not have any
      responsibility for the distribution of such payment to any Note Holder.
      Notwithstanding the foregoing or any provision in any Equipment Note to the
      contrary, the Mortgagee will use reasonable efforts to pay or cause to be paid,
      if so directed in writing by any Note Holder (with a copy to the Owner), all
      amounts paid by the Owner hereunder and under such holder’s Equipment Note or
      Equipment Notes to such holder or a nominee therefor (including all amounts
      distributed pursuant to Article III of this Trust Indenture) by transferring,
      or
      causing to be transferred, by wire transfer of immediately available funds
      in
      Dollars, prior to 2:00 p.m., New York City time, on the due date of payment,
      to
      an account maintained by such holder with a bank located in the continental
      United States the amount to be distributed to such holder, for credit to the
      account of such holder maintained at such bank. If the Mortgagee shall


    


    
      
        
          
          

        

        
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    fail
      to
      make any such payment as provided in the immediately foregoing sentence after
      its receipt of funds at the place and prior to the time specified above, the
      Mortgagee, in its individual capacity and not as trustee, agrees to compensate
      such holders for loss of use of funds at Debt Rate until such payment is made
      and the Mortgagee shall be entitled to any interest earned on such funds until
      such payment is made. Any payment made hereunder shall be made without any
      presentment or surrender of any Equipment Note, except that, in the case of
      the
      final payment in respect of any Equipment Note, such Equipment Note shall be
      surrendered to the Mortgagee for cancellation promptly after such payment.
      Notwithstanding any other provision of this Trust Indenture to the contrary,
      the
      Mortgagee shall not be required to make, or cause to be made, wire transfers
      as
      aforesaid prior to the first Business Day on which it is practicable for the
      Mortgagee to do so in view of the time of day when the funds to be so
      transferred were received by it if such funds were received after 12:30 PM,
      New York time, at the place of payment. Prior to the due presentment for
      registration of transfer of any Equipment Note, the Owner and the Mortgagee
      shall deem and treat the Person in whose name any Equipment Note is registered
      on the Equipment Note Register as the absolute owner and holder of such
      Equipment Note for the purpose of receiving payment of all amounts payable
      with
      respect to such Equipment Note and for all other purposes, and none of the
      Owner
      or the Mortgagee shall be affected by any notice to the contrary. So long as
      any
      signatory to the Participation Agreement or nominee thereof shall be a
      registered Note Holder, all payments to it shall be made to the account of
      such
      Note Holder specified in Schedule 1 thereto and otherwise in the manner provided
      in or pursuant to the Participation Agreement unless it shall have specified
      some other account or manner of payment by notice to the Mortgagee consistent
      with this Section 2.04.

     

    (b) The
      Mortgagee, as agent for the Owner, shall exclude and withhold at the appropriate
      rate from each payment of Original Amount of, interest on, Make-Whole Amount,
      if
      any, and other amounts due hereunder or under each Equipment Note (and such
      exclusion and withholding shall constitute payment in respect of such Equipment
      Note) any and all United States withholding taxes applicable thereto as required
      by Law. The Mortgagee agrees to act as such withholding agent and, in connection
      therewith, whenever any present or future United States taxes or similar charges
      are required to be withheld with respect to any amounts payable hereunder or
      in
      respect of the Equipment Notes, to withhold such amounts and timely pay the
      same
      to the appropriate authority in the name of and on behalf of the Note Holders,
      that it will file any necessary United States withholding tax returns or
      statements when due, and that as promptly as possible after the payment thereof
      it will deliver to each Note Holder (with a copy to the Owner) appropriate
      receipts showing the payment thereof, together with such additional documentary
      evidence as any such Note Holder may reasonably request from time to
      time.

     

    If
      a Note
      Holder which is a Non-U.S. Person has furnished to the Mortgagee a properly
      completed, accurate and currently effective U.S. Internal Revenue Service Form
      W-8BEN or W-8ECI (or such successor form or forms as may be required by the
      United States Treasury Department) during the calendar year in which the payment
      hereunder or under the Equipment Note(s) held by such holder is made (but prior
      to the making of such payment), or in either of the two preceding calendar
      years, and has not notified the Mortgagee of the withdrawal or inaccuracy of
      such form prior to the date of such payment (and the Mortgagee has no reason
      to
      believe that any information set forth in such form is inaccurate), the
      Mortgagee shall 

    


    
      
        
          
          

        

        
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    withhold
      only the amount, if any, required by Law (after taking into account any
      applicable exemptions properly claimed by the Note Holder) to be withheld from
      payments hereunder or under the Equipment Notes held by such holder in respect
      of United States federal income tax. If a Note Holder (x) which is a Non-U.S.
      Person has furnished to the Mortgagee a properly completed, accurate and
      currently effective U.S. Internal Revenue Service Form W-8ECI in duplicate
      (or
      such successor certificate, form or forms as may be required by the United
      States Treasury Department as necessary in order to properly avoid withholding
      of United States federal income tax), for each calendar year in which a payment
      is made (but prior to the making of any payment for such year), and has not
      notified the Mortgagee of the withdrawal or inaccuracy of such certificate
      or
      form prior to the date of such payment (and the Mortgagee has no reason to
      believe that any information set forth in such form is inaccurate) or (y) which
      is a U.S. Person has furnished to the Mortgagee a properly completed, accurate
      and currently effective U.S. Internal Revenue Service Form W-9, if applicable,
      prior to a payment hereunder or under the Equipment Notes held by such holder,
      no amount shall be withheld from payments in respect of United States federal
      income tax. If any Note Holder has notified the Mortgagee that any of the
      foregoing forms or certificates is withdrawn or inaccurate, or if such holder
      has not filed a form claiming an exemption from United States withholding tax
      or
      if the Code or the regulations thereunder or the administrative interpretation
      thereof is at any time after the date hereof amended to require such withholding
      of United States federal income taxes from payments under the Equipment Notes
      held by such holder, the Mortgagee agrees to withhold from each payment due
      to
      the relevant Note Holder withholding taxes at the appropriate rate under Law
      and
      will, on a timely basis as more fully provided above, deposit such amounts
      with
      an authorized depository and make such returns, statements, receipts and other
      documentary evidence in connection therewith as required by Law.

     

    Owner
      shall not have any liability for the failure of the Mortgagee to withhold taxes
      in the manner provided for herein or for any false, inaccurate or untrue
      evidence provided by any Note Holder hereunder.

     

    SECTION
      2.05.  Application of
      Payments

     

    In
      the
      case of each Equipment Note, each payment of Original Amount, Make-Whole Amount,
      if any, and interest due thereon shall be applied:

     

    First:
      to
      the payment of Make-Whole Amount, if any, with respect to such Equipment Note
      and any other amount (other than as covered by any of the following clauses)
      due
      hereunder or under such Equipment Note;

     

    Second:
      to the payment of accrued interest on such Equipment Note (as well as any
      interest on any overdue Original Amount, any overdue Make-Whole Amount, if
      any,
      and to the extent permitted by Law, any overdue interest and any other overdue
      amounts thereunder) to the date of such payment; 

     

    Third:
      to
      the payment of the Original Amount of such Equipment Note (or a portion thereof)
      then due thereunder; and

    


    
      
        
          
          

        

        
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    Fourth:
      the balance, if any, remaining thereafter, to the payment of the Original Amount
      of such Equipment Note remaining unpaid (provided that such Equipment Note
      shall
      not be subject to redemption except as provided in Sections 2.10, 2.11 and
      2.12
      hereof).

     

    The
      amounts paid pursuant to clause “Fourth” above shall be applied to the
      installments of Original Amount of such Equipment Note in the inverse order
      of
      their maturity.

     

    SECTION
      2.06.  Termination of Interest in
      Collateral

     

    No
      Note
      Holder nor any other Indenture Indemnitee shall, as such, have any further
      interest in, or other right with respect to, the Collateral when and if the
      Original Amount of, Make-Whole Amount, if any, and interest on and other amounts
      due under all Equipment Notes held by such Note Holder and all other sums then
      due and payable to such Note Holder, such Indenture Indemnitee or the Mortgagee
      hereunder (including, without limitation, under the third paragraph of Section
      2.02 hereof) and under the other Operative Agreements by the Owner and all
      Related Secured Obligations (collectively, the “Secured Obligations”) shall have
      been paid in full.

     

    SECTION
      2.07.  Registration Transfer and
      Exchange of Equipment Notes

     

    The
      Mortgagee shall keep a register (the “Equipment Note Register”) in which the
      Mortgagee shall provide for the registration of Equipment Notes and the
      registration of transfers of Equipment Notes. No such transfer shall be given
      effect unless and until registration hereunder shall have occurred. The
      Equipment Note Register shall be kept at the Corporate Trust Office of the
      Mortgagee. The Mortgagee is hereby appointed “Equipment Note Registrar” for the
      purpose of registering Equipment Notes and transfers of Equipment Notes as
      herein provided. A holder of any Equipment Note intending to exchange such
      Equipment Note shall surrender such Equipment Note to the Mortgagee at the
      Corporate Trust Office, together with a written request from the registered
      holder thereof for the issuance of a new Equipment Note, specifying, in the
      case
      of a surrender for transfer, the name and address of the new holder or holders.
      Upon surrender for registration of transfer of any Equipment Note, the Owner
      shall execute, and the Mortgagee shall authenticate and deliver, in the name
      of
      the designated transferee or transferees, one or more new Equipment Notes of
      a
      like aggregate Original Amount and of the same series. At the option of the
      Note
      Holder, Equipment Notes may be exchanged for other Equipment Notes of any
      authorized denominations of a like aggregate Original Amount, upon surrender
      of
      the Equipment Notes to be exchanged to the Mortgagee at the Corporate Trust
      Office. Whenever any Equipment Notes are so surrendered for exchange, the Owner
      shall execute, and the Mortgagee shall authenticate and deliver, the Equipment
      Notes which the Note Holder making the exchange is entitled to receive. All
      Equipment Notes issued upon any registration of transfer or exchange of
      Equipment Notes (whether under this Section 2.07 or under Section 2.08 hereof
      or
      otherwise under this Trust Indenture) shall be the valid obligations of the
      Owner evidencing the same respective obligations, and entitled to the same
      security and benefits under this Trust Indenture, as the Equipment Notes
      surrendered upon such registration of transfer or exchange. Every Equipment
      Note
      presented or surrendered for registration of transfer, shall (if so required
      by
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    accompanied
      by a written instrument of transfer in form satisfactory to the Mortgagee duly
      executed by the Note Holder or such holder’s attorney duly authorized in
      writing, and the Mortgagee shall require evidence satisfactory to it as to
      the
      compliance of any such transfer with the Securities Act, and the securities
      Laws
      of any applicable state. The Mortgagee shall make a notation on each new
      Equipment Note of the amount of all payments of Original Amount previously
      made
      on the old Equipment Note or Equipment Notes with respect to which such new
      Equipment Note is issued and the date to which interest on such old Equipment
      Note or Equipment Notes has been paid. Interest shall be deemed to have been
      paid on such new Equipment Note to the date on which interest shall have been
      paid on such old Equipment Note, and all payments of the Original Amount marked
      on such new Equipment Note, as provided above, shall be deemed to have been
      made
      thereon. The Owner shall not be required to exchange any surrendered Equipment
      Notes as provided above during the ten-day period preceding the due date of
      any
      payment on such Equipment Note. The Owner shall in all cases deem the Person
      in
      whose name any Equipment Note shall have been issued and registered as the
      absolute owner and holder of such Equipment Note for the purpose of receiving
      payment of all amounts payable by the Owner with respect to such Equipment
      Note
      and for all purposes until a notice stating otherwise is received from the
      Mortgagee and such change is reflected on the Equipment Note Register. The
      Mortgagee will promptly notify the Owner of each registration of a transfer
      of
      an Equipment Note. Any such transferee of an Equipment Note, by its acceptance
      of an Equipment Note, (i) agrees to the provisions of this Trust Indenture
      and
      the Participation Agreement applicable to Note Holders, including Sections
      6.3,
      6.4 and 9.1 thereof, and shall be deemed to have covenanted to the parties
      to
      the Participation Agreement as to the matters covenanted by the original Note
      Holder in the Participation Agreement, (ii) agrees to the restrictions set
      forth
      in Sections 4.1(a)(ii) and 4.1(a)(iii) of the Intercreditor Agreement, and
      shall
      be deemed to have covenanted to the parties to the Intercreditor Agreement
      not
      to give any direction, or otherwise authorize, the Mortgagee to take any action
      that would violate Sections 4.1(a)(ii) or 4.1(a)(iii) of the Intercreditor
      Agreement, and (iii) agrees to the provisions of Section 2.7 of the
      Intercreditor Agreement, and shall be deemed to have covenanted to the parties
      to the Intercreditor Agreement to perform its obligations as a Note Holder
      under
      Section 2.7 of the Intercreditor Agreement. Subject to compliance by the Note
      Holder and its transferee (if any) of the requirements set forth in this Section
      2.07, Mortgagee and Owner shall use all reasonable efforts to issue new
      Equipment Notes upon transfer or exchange within 10 Business Days of the date
      an
      Equipment Note is surrendered for transfer or exchange.

     

    SECTION
      2.08.  Mutilated, Destroyed, Lost or
      Stolen Equipment Notes

     

    If
      any
      Equipment Note shall become mutilated, destroyed, lost or stolen, the Owner
      shall, upon the written request of the holder of such Equipment Note, execute
      and the Mortgagee shall authenticate and deliver in replacement thereof a new
      Equipment Note, payable in the same Original Amount dated the same date and
      captioned as issued in connection with the Aircraft. If the Equipment Note
      being
      replaced has become mutilated, such Equipment Note shall be surrendered to
      the
      Mortgagee and a photocopy thereof shall be furnished to the Owner. If the
      Equipment Note being replaced has been destroyed, lost or stolen, the holder
      of
      such Equipment Note shall furnish to the Owner and the Mortgagee such security
      or indemnity as may be required by them to save the Owner and the Mortgagee
      harmless and evidence satisfactory to the Owner and the Mortgagee of the
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    ownership
      thereof. If a “qualified institutional buyer” of the type referred to in
      paragraph (a)(1)(i)(A), (B), (D) or (E) of Rule 144A under the Securities Act
      (a
“QIB”) is the holder of any such destroyed, lost or stolen Equipment Note, then
      the written indemnity of such QIB, signed by an authorized officer thereof,
      in
      favor of, delivered to and in form reasonably satisfactory Owner shall be
      accepted as satisfactory indemnity and security and no further indemnity or
      security shall be required as a condition to the execution and delivery of
      such
      new Equipment Note. Subject to compliance by the Note Holder with the
      requirements set forth in this Section 2.08, Mortgagee and Owner shall use
      all
      reasonable efforts to issue new Equipment Notes within 10 Business Days of
      the
      date of the written request therefor from the Note Holder.

     

    SECTION
      2.09.  Payment of Expenses on Transfer;
      Cancellation

     

    (a) No
      service charge shall be made to a Note Holder for any registration of transfer
      or exchange of Equipment Notes, but the Mortgagee, as Equipment Note Registrar,
      may require payment of a sum sufficient to cover any tax or other governmental
      charge that may be imposed in connection with any registration of transfer
      or
      exchange of Equipment Notes.

     

    (b) The
      Mortgagee shall cancel all Equipment Notes surrendered for replacement,
      redemption, transfer, exchange, payment or cancellation and shall destroy the
      canceled Equipment Notes.

     

    SECTION
      2.10.  Mandatory
      Redemptions of Equipment Notes

     

    On
      the
      date on which the Owner is required pursuant to Section 4.05 hereof to make
      payment for an Event of Loss with respect to the Airframe, all of the Equipment
      Notes shall be redeemed in whole at a redemption price equal to 100% of the
      unpaid Original Amount thereof, together with all accrued interest thereon
      to
      the date of redemption and all other Secured Obligations (other than Related
      Secured Obligations) owed or then due and payable to the Note Holders but
      without Make-Whole Amount.

     

    SECTION
      2.11.  Voluntary Redemptions of
      Equipment Notes

     

    (a) All
      (but
      not less than all) of the Equipment Notes may be redeemed by the Owner upon
      at
      least 30 days’ revocable prior written notice to the Mortgagee and the Note
      Holders, and such Equipment Notes shall be redeemed in whole at a redemption
      price equal to 100% of the unpaid Original Amount thereof, together with accrued
      interest thereon to the date of redemption and all other Secured Obligations
      (other than Related Secured Obligations) owed or then due and payable to the
      Note Holders plus Make-Whole Amount, if any.

     

    (b) All
      of
      the Equipment Notes of any of the Series B or Series C or of any particular
      series of Additional Series Equipment Notes may be redeemed by the Owner upon
      at
      least 30 days’ revocable prior written notice to the Mortgagee and the Note
      Holders of each Series to be redeemed, and such Equipment Notes shall be
      redeemed in whole at a redemption price equal to 100% of the unpaid Original
      Amount thereof, together with accrued interest thereon to the date of redemption
      and all other Secured Obligations (other than Related Secured 

    


    
      
        
          
          

        

        
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    Obligations)
      owed or then due and payable to the Note Holders of such Series plus Make-Whole
      Amount, if any; provided
      that no
      redemption shall be permitted under this Section 2.11(b) unless the
      following conditions have been satisfied: (1) simultaneously with such
      redemption, the Related Series B Equipment Notes (in the case of redemption
      hereunder of the Series B Equipment Notes), Related Series C Equipment Notes
      (in
      the case of redemption hereunder of the Series C Equipment Notes) or the Related
      Additional Series Equipment Notes in respect of the Additional Series Equipment
      Notes being redeemed (in the case of redemption of any series of Additional
      Series Equipment Notes), as the case may be, shall also be redeemed; and (2)
      simultaneously with such redemption, new Series B Equipment Notes (in the case
      of redemption hereunder of the Series B Equipment Notes), Series C Equipment
      Notes (in the case of redemption hereunder of the Series C Equipment Notes)
      or
      Additional Series Equipment Notes of the same series being redeemed (in the
      case
      of redemption hereunder of a series of Additional Series Equipment Notes) shall
      be reissued in accordance with Section 4(a)(vi) of the Note Purchase Agreement
      and Section 9.1(c) of the Intercreditor Agreement.

     

    SECTION
      2.12.  Redemptions; Notice of
      Redemption

     

    (a) No
      redemption of any Equipment Note may be made except to the extent and in the
      manner expressly permitted by this Trust Indenture. No purchase of any Equipment
      Note may be made by the Mortgagee.

     

    (b) Notice
      of
      redemption with respect to the Equipment Notes shall be given by the Mortgagee
      by first-class mail, postage prepaid, mailed not less than 20 nor more than
      60
      days prior to the applicable redemption date, to each Note Holder of such
      Equipment Notes to be redeemed, at such Note Holder’s address appearing in the
      Equipment Note Register; provided that such notice shall be revocable by written
      notice from the Owner to Mortgagee given not later than three days prior to
      the
      redemption date. All notices of redemption shall state: (1) the redemption
      date,
      (2) the applicable basis for determining the redemption price, (3) that on
      the
      redemption date, the redemption price will become due and payable upon each
      such
      Equipment Note, and that, if any such Equipment Notes are then outstanding,
      interest on such Equipment Notes shall cease to accrue on and after such
      redemption date, and (4) the place or places where such Equipment Notes are
      to
      be surrendered for payment of the redemption price.

     

    (c) On
      or
      before the redemption date, the Owner (or any person on behalf of the Owner)
      shall, to the extent an amount equal to the redemption price for the Equipment
      Notes to be redeemed on the redemption date shall not then be held by the
      Mortgagee, deposit or cause to be deposited with the Mortgagee by 12:30 PM
      New
      York time on the redemption date in immediately available funds the redemption
      price of the Equipment Notes to be redeemed.

     

    (d) Notice
      of
      redemption having been given as aforesaid, the Equipment Notes to be redeemed
      shall, on the redemption date, become due and payable at the Corporate Trust
      Office of the Mortgagee or at any office or agency maintained for such purposes
      pursuant to Section 2.07, and from and after such redemption date (unless there
      shall be a default in the payment of the redemption price) any such Equipment
      Notes then outstanding shall cease to bear interest. Upon surrender of any
      such
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    said
      notice, such Equipment Note shall be redeemed at the redemption price. If any
      Equipment Note called for redemption shall not be so paid upon surrender thereof
      for redemption, the principal amount thereof shall, until paid, continue to
      bear
      interest from the applicable redemption date at the interest rate in effect
      for
      such Equipment Note as of such redemption date.

     

    SECTION
      2.13.  Subordination

     

    (a) The
      Owner, each Note Holder (by acceptance of its Equipment Notes of any Series)
      and
      each Related Note Holder (by acceptance of its Related Equipment Note), hereby
      agree that no payment or distribution shall be made on or in respect of the
      Secured Obligations owed to such Note Holder of such Series or owed to such
      Related Note Holder, including any payment or distribution of cash, property
      or
      securities after the commencement of a proceeding of the type referred to in
      Section 5.01(v), (vi) or (vii) hereof, except as expressly provided in Article
      III hereof.

     

    (b) By
      the
      acceptance of its Equipment Notes of any Series (other than Series A), each
      Note
      Holder of such Series agrees that in the event that such Note Holder, in its
      capacity as a Note Holder, shall receive any payment or distribution on any
      Secured Obligations in respect of such Series which it is not entitled to
      receive under this Section 2.13 or Article III hereof, it will hold any amount
      so received in trust for the Senior Holder (as defined in Section 2.13(c)
      hereof) and will forthwith turn over such payment to the Mortgagee in the form
      received to be applied as provided in Article III hereof. By the acceptance
      of
      its Related Equipment Notes (other than Related Series A Equipment Notes),
      each
      Related Note Holder agrees that in the event that such Related Note Holder,
      in
      its capacity as a Related Note Holder, shall receive any payment or distribution
      pursuant to this Trust Indenture on any Related Secured Obligations which it
      is
      not entitled to receive under this Section 2.13 or Article III hereof, it will
      hold any amount so received in trust for the Senior Holder (as defined in
      Section 2.13(c) hereof) and will forthwith turn over such payment to the
      Mortgagee in the form received to be applied as provided in Article III
      hereof.

     

    (c) As
      used
      in this Section 2.13, the term “Senior Holder” shall mean (i) the Note Holders
      of Series A and Related Note Holders of the Related Series A Equipment Notes
      until the Secured Obligations in respect of Series A Equipment Notes and Related
      Series A Equipment Notes have been paid in full, (ii) after the Secured
      Obligations in respect of Series A Equipment Notes and Related Series A
      Equipment Notes have been paid in full, the Note Holders of Series B Equipment
      Notes and Related Note Holders of the Related Series B Equipment Notes
      until the Secured Obligations in respect of Series B Equipment Notes and Related
      Series B Equipment Notes have been paid in full, (iii) after the Secured
      Obligations in respect of Series B Equipment Notes and Related Series B
      Equipment Notes have been paid in full, the Note Holders of Series C Equipment
      Notes and Related Note Holders of the Related Series C Equipment Notes
      until the Secured Obligations in respect of Series C Equipment Notes and Related
      Series C Equipment Notes have been paid in full and (iv) after the
      Secured Obligations in respect of the Series C Equipment Notes and Related
      Series C Equipment Notes have been paid in full (and except as otherwise
      provided in an amendment to this Trust Indenture pursuant to Section 10.01(b)
      hereof), the Note Holders of the Additional Series Equipment Notes, if issued,
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    issued,
      until the Secured Obligations in respect of the Additional Series Equipment
      Notes and Related Additional Series Equipment Notes have been paid in
      full.

     

    ARTICLE
      III

     

    RECEIPT,
      DISTRIBUTION AND APPLICATION OF PAYMENTS

     

    SECTION
      3.01.  Basic
      Distributions

     

    Except
      as
      otherwise provided in Sections 3.02 and 3.03 hereof, each periodic payment
      of
      principal or interest on the Equipment Notes received by the Mortgagee shall
      be
      promptly distributed in the following order of priority:

     

    
      	 	
              (i)

            	
              so
                much of such payment as shall be required to pay in full the aggregate
                amount of the payment or payments of Original Amount and interest
                (as well
                as any interest on any overdue Original Amount and, to the extent
                permitted by Law, on any overdue interest) then due under all Series
                A
                Equipment Notes shall be distributed to the Note Holders of Series
                A
                ratably, without priority of one over the other, in the proportion
                that
                the amount of such payment or payments then due under each Series
                A
                Equipment Note bears to the aggregate amount of the payments then
                due
                under all Series A Equipment Notes;

            


    

     

    
      	 	
              (ii)

            	
              after
                giving effect to paragraph (i) above, so much of such payment remaining
                as
                shall be required to pay in full the aggregate amount of the payment
                or
                payments of Original Amount and interest (as well as any interest
                on any
                overdue Original Amount and, to the extent permitted by Law, on any
                overdue interest) then due under all Series B Equipment Notes shall
                be
                distributed to the Note Holders of Series B ratably, without priority
                of
                one over the other, in the proportion that the amount of such payment
                or
                payments then due under each Series B Equipment Note bears to the
                aggregate amount of the payments then due under all Series B Equipment
                Notes;

            


    

     

    
      	 	
              (iii)

            	
              after
                giving effect to paragraph (ii) above, so much of such payment remaining
                as shall be required to pay in full the aggregate amount of the payment
                or
                payments of Original Amount and interest (as well as any interest
                on any
                overdue Original Amount and, to the extent permitted by Law, on any
                overdue interest) then due under all Series C Equipment Notes shall
                be
                distributed to the Note Holders of Series C ratably, without priority
                of
                one over the other, in the proportion that the amount of such payment
                or
                payments then due under each Series C Equipment Note bears to the
                aggregate amount of the payments then due under all Series C Equipment
                Notes; and

            


    

     

    
      	 	
              (iv)

            	
              after
                giving effect to paragraph (iii) above (and except as otherwise provided
                in an amendment to this Trust Indenture pursuant to Section 10.01(b)
                hereof), so much of such payment remaining as shall be required to
                pay in
                full the aggregate amount of the payment or payments of Original
                Amount
                and interest (as well as 

            


    

    


    
      
        
          
          

        

        
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    any
      interest on any overdue Original Amount and, to the extent permitted by Law,
      on
      any overdue interest) then due under all Additional Series Equipment Notes
      shall
      be distributed to the Note Holders of Additional Series ratably, without
      priority of one over the other, in the proportion that the amount of such
      payment or payments then due under each Additional Series Equipment Note bears
      to the aggregate amount of the payments then due under all Additional Series
      Equipment Notes.

     

    SECTION
      3.02.  Event of Loss; Replacement;
      Optional Redemption

     

    Except
      as
      otherwise provided in Section 3.03 hereof, any payments received by the
      Mortgagee (i) with respect to the Airframe or the Airframe and one or more
      Engines as the result of an Event of Loss pursuant to Section 2.10 or (ii)
      pursuant to an optional redemption of the Equipment Notes pursuant to
      Section 2.11 hereof shall be applied to redemption of the Equipment Notes
      and to all other Secured Obligations then due by applying such funds in the
      following order of priority:

     

    
      
        	
                First,

              	 	
                (a)
                  to reimburse the Mortgagee and the Note Holders for any reasonable
                  costs
                  or expenses incurred in connection with such redemption for which
                  they are
                  entitled to reimbursement, or indemnity by Owner, under the Operative
                  Agreements and then (b) to pay any other Secured Obligations then
                  due
                  (except as provided in clause “Second” and “Third” below) to the
                  Mortgagee, the Note Holders and the other Indenture Indemnitees
                  under this
                  Trust Indenture, the Participation Agreement or the Equipment Notes
                  (other
                  than amounts specified in clause “Second” and “Third”
                  below);

              


      

       

      
        	
                Second,

              	
                (i)

              	
                to
                  pay the amounts specified in paragraph (i) of clause “Third” of Section
                  3.03 hereof plus Make-Whole Amount, if any, then due and payable
                  in
                  respect of the Series A Equipment Notes, but excluding distributions
                  of
                  amounts of Related Secured Obligations to Related Note
                  Holders;

              


      

       

      
        	 	
                (ii)

              	
                after
                  giving effect to paragraph (i) above, to pay the amounts specified
                  in
                  paragraph (ii) of clause “Third” of Section 3.03 hereof plus Make-Whole
                  Amount, if any, then due and payable in respect of the Series B
                  Equipment Notes, but excluding distributions of amounts of Related
                  Secured
                  Obligations to Related Note
                  Holders;

              


      

       

      
        	 	
                (iii)

              	
                after
                  giving effect to paragraph (ii) above, to pay the amounts specified
                  in
                  paragraph (iii) of clause “Third” of Section 3.03 hereof plus Make-Whole
                  Amount, if any, then due and payable in respect of the Series C
                  Equipment Notes, but excluding distributions of amounts of Related
                  Secured
                  Obligations to Related Note Holders;
                  and

              


      

       

      
        	 	
                (iv)

              	
                after
                  giving effect to paragraph (iii) above, to pay the amounts specified
                  in
                  paragraph (iv) of clause “Third” of Section 3.03 hereof, but excluding
                  distributions of amounts of Related Secured Obligations to Related
                  Note
                  Holders; and

              


      

    

     

    


    
      
        
          
          

        

        
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                Third,

              	
                (i)

              	
                to
                  pay the amounts specified in paragraph (i) of clause “Third” of Section
                  3.03 hereof then due and payable in respect of the Related Series
                  A
                  Equipment Notes;

              


      

       

      
        	 	
                (ii)

              	
                after
                  giving effect to paragraph (i) above, to pay the amounts specified
                  in
                  paragraph (ii) of clause “Third” of Section 3.03 hereof then due and
                  payable in respect of the Related Series B Equipment
                  Notes;

              


      

       

      
        	 	
                (iii)

              	
                after
                  giving effect to paragraph (ii) above, to pay the amounts specified
                  in
                  paragraph (iii) of clause “Third” of Section 3.03 hereof then due and
                  payable in respect of the Related Series C Equipment Notes;
                  and

              


      

       

      
        	 	
                (iv)

              	
                after
                  giving effect to paragraph (iii) above, to pay the amounts specified
                  in
                  paragraph (iv) of clause “Third” of Section 3.03 then due and payable in
                  respect of the Related Additional Series Equipment Notes;
                  and

              


      

       

      
        	
                Fourth,

              	 	
                as
                  provided in clause “Fourth” of Section 3.03
                  hereof;

              


      

    

     

    provided,
      however,
      that if
      a Replacement Airframe or Replacement Engine shall be substituted for the
      Airframe or Engine subject to such Event of Loss as provided in Section 4.05
      hereof, any insurance, condemnation or similar proceeds which result from such
      Event of Loss and are paid over to the Mortgagee shall be held by the Mortgagee
      as permitted by Section 7.04 hereof (provided that such moneys shall be invested
      as provided in Section 6.06 hereof) as additional security for the obligations
      of Owner under Operative Agreements and such proceeds (and such investment
      earnings), to the extent not theretofore applied as provided herein, shall
      be
      released to the Owner at the Owner’s written request upon the release of such
      Airframe or Engine and the replacement thereof as provided herein; provided,
      further,
      however,
      in the
      case of a redemption of Equipment Notes pursuant to Section 2.11(b), if a
      particular Series is not being redeemed pursuant thereto, no application of
      funds shall be made pursuant to the paragraph in clause “Second” above that
      refers to such Series in connection with such redemption. No Make-Whole Amount
      shall be due and payable on the Equipment Notes as a consequence of the
      redemption of the Equipment Notes as a result of an Event of Loss with respect
      to the Airframe or the Airframe and one or more Engines.

     

    SECTION
      3.03.  Payments After Event of
      Default

     

    Except
      as
      otherwise provided in Section 3.04 hereof, all payments received and amounts
      held or realized by the Mortgagee (including any amounts realized by the
      Mortgagee from the exercise of any remedies pursuant to Article V hereof) after
      an Event of Default shall have occurred and be continuing, as well as all
      payments or amounts then held by the Mortgagee as part of the Collateral, shall
      be promptly distributed by the Mortgagee in the following order of
      priority:

     

    
      
        	
                First,

              	 	
                so
                  much of such payments or amounts as shall be required to (i) reimburse
                  the
                  Mortgagee or WTC for any tax (except to the extent resulting from
                  a
                  failure of the Mortgagee to withhold taxes pursuant to Section
                  2.04(b)
                  hereof), expense or other loss (including, without limitation,
                  all amounts
                  to be expended at the expense of, or charged upon the rents, revenues,
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                included
                  in the Collateral (all such property being herein called the “Mortgaged
                  Property”) pursuant to Section 5.03(b) hereof) incurred by the
                  Mortgagee or WTC (to the extent not previously reimbursed), the
                  expenses
                  of any sale, or other proceeding, reasonable attorneys’ fees and expenses,
                  court costs, and any other expenditures incurred or expenditures
                  or
                  advances made by the Mortgagee, WTC or the Note Holders in the
                  protection,
                  exercise or enforcement of any right, power or remedy or any damages
                  sustained by the Mortgagee, WTC or any Note Holder, liquidated
                  or
                  otherwise, upon such Event of Default shall be applied by the Mortgagee
                  as
                  between itself, WTC and the Note Holders in reimbursement of such
                  expenses
                  and any other expenses for which the Mortgagee, WTC or the Note
                  Holders
                  are entitled to reimbursement under any Operative Agreement (including
                  by
                  subrogation pursuant to Section 2.7 of the Intercreditor Agreement)
                  and
                  (ii) pay all Secured Obligations payable to the other Indenture
                  Indemnitees hereunder and under the Participation Agreement (other
                  than
                  amounts specified in clauses Second and Third below); and in the
                  case the
                  aggregate amount to be so distributed is insufficient to pay as
                  aforesaid
                  in clauses (i) and (ii), then ratably, without priority of one
                  over the
                  other, in proportion to the amounts owed each
                  hereunder;

              


      

       

      
        	
                Second,

              	 	
                so
                  much of such payments or amounts remaining as shall be required
                  to
                  reimburse the then existing or prior Note Holders for payments
                  made
                  pursuant to Section 6.03 hereof (to the extent not previously
                  reimbursed) shall be distributed to such then existing or prior
                  Note
                  Holders ratably, without priority of one over the other, in accordance
                  with the amount of the payment or payments made by each such then
                  existing
                  or prior Note Holder pursuant to said Section 6.03
                  hereof;

              


      

       

      
        	
                Third,

              	
                (i)

              	
                so
                  much of such payments or amounts remaining as shall be required
                  to pay in
                  full the aggregate unpaid Original Amount of all Series A Equipment
                  Notes,
                  and the accrued but unpaid interest and other amounts due thereon
                  and all
                  other Secured Obligations in respect of the Series A Equipment
                  Notes to
                  the date of distribution and all other Related Secured Obligations
                  in
                  respect of Related Series A Equipment Notes then due, shall be
                  distributed to the Note Holders of Series A and Related Note Holders
                  of
                  the Related Series A Equipment Notes, and in case the aggregate
                  amount so
                  to be distributed shall be insufficient to pay in full as aforesaid,
                  then
                  ratably, without priority of one over the other, in the proportion
                  that
                  the aggregate unpaid Original Amount of all Series A Equipment
                  Notes held
                  by each holder plus the accrued but unpaid interest and other amounts
                  due
                  hereunder or thereunder to the date of distribution and all other
                  Related
                  Secured Obligations then due in respect of the Related Series A
                  Equipment Notes held by such holder, bears to the aggregate unpaid
                  Original Amount of all Series A Equipment Notes held by all such
                  holders
                  plus the accrued but unpaid interest and other amounts due thereon
                  to the
                  date of distribution and all other Related Secured Obligations
                  in respect
                  of the Related Series A Equipment Notes then
                  due;

              


      

       

      
        	 	
                (ii)

              	
                after
                  giving effect to paragraph (i) above, so much of such payments
                  or amounts
                  remaining as shall be required to pay in full the aggregate unpaid
                  Original 

              


      

    

     

    


    
      
        
          
          

        

        
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                Amount
                  of all Series B Equipment Notes, and the accrued but unpaid interest
                  and
                  other amounts due thereon and all other Secured Obligations in
                  respect of
                  the Series B Equipment Notes to the date of distribution and all
                  other
                  Related Secured Obligations in respect of Related Series B Equipment
                  Notes then due, shall be distributed to the Note Holders of Series
                  B and
                  Related Note Holders of the Related Series B Equipment Notes, and in
                  case the aggregate amount so to be distributed shall be insufficient
                  to
                  pay in full as aforesaid, then ratably, without priority of one
                  over the
                  other, in the proportion that the aggregate unpaid Original Amount
                  of all
                  Series B Equipment Notes held by each holder plus the accrued but
                  unpaid
                  interest and other amounts due hereunder or thereunder to the date
                  of
                  distribution and all other Related Secured Obligations then due
                  in respect
                  of Related Series B Equipment Notes held by such holder, bears to the
                  aggregate unpaid Original Amount of all Series B Equipment Notes
                  held by
                  all such holders plus the accrued but unpaid interest and other
                  amounts
                  due thereon to the date of distribution and all other Related Secured
                  Obligations in respect of Related Series B Equipment Notes then due;
                  

              


      

       

      
        	 	
                (iii)

              	
                after
                  giving effect to paragraph (ii) above, so much of such payments
                  or amounts
                  remaining as shall be required to pay in full the aggregate unpaid
                  Original Amount of all Series C Equipment Notes, and the accrued
                  but
                  unpaid interest and other amounts due thereon and all other Secured
                  Obligations in respect of the Series C Equipment Notes to the date
                  of
                  distribution and all other Related Secured Obligations in respect
                  of
                  Related Series C Equipment Notes then due, shall be distributed to
                  the Note Holders of Series C and Related Note Holders of the Related
                  Series C Equipment Notes, and in case the aggregate amount so to be
                  distributed shall be insufficient to pay in full as aforesaid,
                  then
                  ratably, without priority of one over the other, in the proportion
                  that
                  the aggregate unpaid Original Amount of all Series C Equipment
                  Notes held
                  by each holder plus the accrued but unpaid interest and other amounts
                  due
                  hereunder or thereunder to the date of distribution and all other
                  Related
                  Secured Obligations then due in respect of the Related Series C
                  Equipment Notes held by such holder, bears to the aggregate unpaid
                  Original Amount of all Series C Equipment Notes held by all such
                  holders
                  plus the accrued but unpaid interest and other amounts due thereon
                  to the
                  date of distribution and all other Related Secured Obligations
                  in respect
                  of the Related Series C Equipment Notes then due;
                  and

              


      

       

      
        	 	
                (iv)

              	
                after
                  giving effect to paragraph (iii) above (and except as otherwise
                  provided
                  in an amendment to this Trust Indenture pursuant to Section 10.01(b)
                  hereof), so much of such payments or amounts remaining as shall
                  be
                  required to pay in full the aggregate unpaid Original Amount of
                  all
                  Additional Series Equipment Notes, and the accrued but unpaid interest
                  and
                  other amounts due thereon and all other Secured Obligations in
                  respect of
                  the Additional Series Equipment Notes to the date of distribution
                  and all
                  other Related Secured Obligations in respect of the Related Additional
                  Series Equipment Notes then due, shall be distributed to the Note
                  Holders
                  of Additional Series and Related Note Holders of the Related Additional
                  Series Equipment Notes, and in case the aggregate amount so to
                  be
                  

              


      

    

     

    


    
      
        
          
          

        

        
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                distributed
                  shall be insufficient to pay in full as aforesaid, then ratably,
                  without
                  priority of one over the other, in the proportion that the aggregate
                  unpaid Original Amount of all Additional Series Equipment Notes
                  held by
                  each holder plus the accrued but unpaid interest and other amounts
                  due
                  hereunder or thereunder to the date of distribution and all other
                  Related
                  Secured Obligations then due in respect of Related Additional Series
                  Equipment Notes held by such holder, bears to the aggregate unpaid
                  Original Amount of all Additional Series Equipment Notes held by
                  all such
                  holders plus the accrued but unpaid interest and other amounts
                  due thereon
                  to the date of distribution and all other Related Secured Obligations
                  in
                  respect of Related Additional Series Equipment Notes then due;
                  and

              


      

       

      
        	 	
                (v)

              	
                after
                  giving effect to paragraph (iv) above, if any Related Equipment
                  Note is
                  outstanding, any of such payments or amounts remaining and any
                  invested
                  Cash Equivalents shall be held by the Mortgagee in an Eligible
                  Account in
                  accordance with the provisions of Section 3.07 (and invested as
                  provided in Section 6.06 hereof) as additional security for the
                  Related
                  Secured Obligations, and such amounts (and any investment earnings
                  thereon) shall be distributed from time to time in accordance with
                  the
                  foregoing provisions of this clause “Third” as and to the extent any
                  Related Secured Obligation shall at any time and from time to time
                  become
                  due and remain unpaid after the giving of any required notice and
                  the
                  expiration of any applicable grace period; and, upon the payment
                  in full
                  of all Related Secured Obligations the balance, if any, of any
                  such
                  remaining amounts and investment earnings thereon shall be applied
                  as
                  provided in clause Fourth of this Section 3.03;
                  and

              


      

       

      
        	
                Fourth,

              	 	
                the
                  balance, if any, of such payments or amounts remaining thereafter
                  shall be
                  distributed to the Owner.

              


      

    

     

    No
      Make-Whole Amount shall be due and payable on the Equipment Notes as a
      consequence of the acceleration of the Equipment Notes as a result of an Event
      of Default.

     

    SECTION
      3.04.  Certain
      Payments

     

    (a) Any
      payments received by the Mortgagee for which no provision as to the application
      thereof is made in this Trust Indenture and for which such provision is made
      in
      any other Operative Agreement shall be applied forthwith to the purpose for
      which such payment was made in accordance with the terms of such other Operative
      Agreement, as the case may be.

     

    (b) Notwithstanding
      anything to the contrary contained in this Article III, the Mortgagee will
      distribute promptly upon receipt any indemnity payment received by it from
      the
      Owner in respect of the Mortgagee in its individual capacity, any Note Holder
      or
      any other Indenture Indemnitee, in each case whether or not pursuant to Section
      8 of the Participation Agreement, directly to the Person entitled thereto.
      Any
      payment received by the Mortgagee under the third paragraph of Section 2.02
      shall be distributed to the Subordination Agent in its capacity as Note Holder
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    Agreement,
      except that any portion of any such payment to which a Note Holder has been
      subrogated pursuant to Section 2.7 of the Intercreditor Agreement shall instead
      be distributed to such Note Holder.

     

    (c) For
      the
      avoidance of doubt, no amount will be distributed pursuant to this Article
      III
      to any holder of a note issued under a Related Indenture that is not a Related
      Note Holder (as such).

     

    SECTION
      3.05.  Other
      Payments

     

    Any
      payments received by the Mortgagee for which no provision as to the application
      thereof is made elsewhere in this Trust Indenture or in any other Operative
      Agreement shall be distributed by the Mortgagee to the extent received or
      realized at any time, in the order of priority specified in Section 3.01 hereof,
      and after payment in full of all amounts then due in accordance with
      Section 3.01 in the manner provided in clause “Fourth” of Section 3.03
      hereof.

     

    SECTION
      3.06.  Cooperation

     

    Prior
      to
      making any distribution under this Article III, the Mortgagee shall consult
      with
      the Related Mortgagees to determine amounts payable with respect to the Related
      Secured Obligations. The Mortgagee shall cooperate with the Related Mortgagees
      and shall provide such information as shall be reasonably requested by each
      Related Mortgagee to enable such Related Mortgagee to determine amounts
      distributable under Article III of its Related Indenture.

     

    SECTION
      3.07.  Securities
      Account

     

    In
      furtherance of the provisions of Section 3.03 of the Trust Indenture, WTC agrees
      to act as an Eligible Institution under the Trust Indenture in accordance with
      the provisions of the Trust Indenture (in such capacity, the “Securities
      Intermediary”). Except in its capacity as Mortgagee, WTC waives any claim or
      lien against any Eligible Account it may have, by operation of law or otherwise,
      for any amount owed to it by Owner. The Securities Intermediary hereby agrees
      that, notwithstanding anything to the contrary in the Trust Indenture, (i)
      any
      amounts to be held by the Mortgagee pursuant to paragraph (v) of clause “Third”
of Section 3.03 and any investment earnings thereon or other Cash Equivalents
      will be credited to an Eligible Account (the “Securities Account”) for which it
      is a “securities intermediary” (as defined in Section 8-102(a)(14) of the NY
      UCC) and the Mortgagee is the “entitlement holder” (as defined in Section
      8-102(a)(7) of the NY UCC) of the “securities entitlement” (as defined in
      Section 8-102(a)(17) of the NY UCC) with respect to each “financial asset” (as
      defined in Section 8-102(a)(9) of the NY UCC) credited to such Eligible Account,
      (ii) all such amounts, Cash Equivalents and all other property acquired with
      cash credited to the Securities Account will be credited to the Securities
      Account, (iii) all items of property (whether cash, investment property, Cash
      Equivalents, other investments, securities, instruments or other property)
      credited to the Securities Account will be treated as a “financial asset” under
      Article 8 of the NY UCC, (iv) its “securities intermediary’s jurisdiction” (as
      defined in Section 8-110(e) of the NY UCC) with respect to the Securities
      Account is the State of New York, and (v) all securities, instruments and other
      property in order or registered from and credited to the Securities Account
      

    


    
      
        
          
          

        

        
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    shall
      be
      payable to or to the order of, or registered in the name of, the Securities
      Intermediary or shall be indorsed to the Securities Intermediary or in blank,
      and in no case whatsoever shall any financial asset credited to the Securities
      Account be registered in the name of the Owner, payable to or to the order
      of
      the Owner or specially indorsed to the Owner except to the extent the foregoing
      have been specially endorsed by the Owner to the Securities Intermediary or
      in
      blank. The Mortgagee agrees that it will hold (and will indicate clearly in
      its
      books and records that it holds) its “securities entitlement” to the “financial
      assets” credited to the Securities Account in trust for the benefit of the Note
      Holders and each of the Indenture Indemnitees as set forth in the Trust
      Indenture. The Owner acknowledges that, by reason of the Mortgagee being the
      “entitlement holder” in respect of the Securities Account as provided above, the
      Mortgagee shall have the sole right and discretion, subject only to the terms
      of
      the Trust Indenture, to give all “entitlement orders” (as defined in Section
      8-102(a)(8) of the NY UCC) with respect to the Securities Account and any and
      all financial assets and other property credited thereto to the exclusion of
      the
      Owner.

     

    ARTICLE
      IV

     

    COVENANTS
      OF THE OWNER

     

    SECTION
      4.01.  Liens

     

    The
      Owner
      will not directly or indirectly create, incur, assume or suffer to exist any
      Lien or with respect to the Airframe or any Engine, title to any of the
      foregoing or any interest of Owner therein, except Permitted Liens. The Owner
      shall promptly, at its own expense, take such action as may be necessary to
      duly
      discharge (by bonding or otherwise) any Lien other than a Permitted Lien arising
      at any time.

     

    SECTION
      4.02.  Possession, Operation and Use,
      Maintenance, Registration and Markings

     

    (a) General.
      Except
      as otherwise expressly provided herein, the Owner shall be entitled to operate,
      use, locate, employ or otherwise utilize or not utilize the Airframe, any Engine
      or any Parts in any lawful manner or place in accordance with the Owner’s
      business judgment.

     

    (b) Possession.
      The
      Owner, without the prior consent of Mortgagee, shall not lease or otherwise
      in
      any manner deliver, transfer or relinquish possession of the Aircraft, the
      Airframe or any Engine or install any Engine, or permit any Engine to be
      installed, on any airframe other than the Airframe; except that the Owner may,
      without such prior written consent of Mortgagee:

     

    (i) Subject
      or permit any Permitted Lessee to subject (i) the Airframe to normal
      interchange agreements or (ii) any Engine to normal interchange, pooling,
      borrowing or similar arrangements, in each case customary in the commercial
      airline industry and entered into by Owner or such Permitted Lessee, as the
      case
      may be, in the ordinary course of business; provided,
      however,
      that if
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    such
      agreement or arrangement, then such Engine shall be deemed to have suffered
      an
      Event of Loss as of the date of such divestiture, and Owner shall comply with
      Section 4.04(e) in respect thereof;

     

    (ii) Deliver
      or permit any Permitted Lessee to deliver possession of the Aircraft, Airframe,
      any Engine or any Part (x) to the manufacturer thereof or to any third-party
      maintenance provider for testing, service, repair, maintenance or overhaul
      work
      on the Aircraft, Airframe, any Engine or any Part, or, to the extent required
      or
      permitted by Section 4.04, for alterations or modifications in or additions
      to the Aircraft, Airframe or any Engine or (y) to any Person for the purpose
      of
      transport to a Person referred to in the preceding clause (x);

     

    (iii) Install
      or permit any Permitted Lessee to install an Engine on an airframe owned by
      Owner or such Permitted Lessee, as the case may be, free and clear of all Liens,
      except (x) Permitted Liens and those that do not apply to the Engines, and
      (y)
      the rights of third parties under normal interchange or pooling agreements
      and
      arrangements of the type that would be permitted under Section
      4.02(b)(i);

     

    (iv) Install
      or permit any Permitted Lessee to install an Engine on an airframe leased to
      Owner or such Permitted Lessee, or purchased by Owner or such Permitted Lessee
      subject to a mortgage, security agreement, conditional sale or other secured
      financing arrangement, but only if (x) such airframe is free and clear of all
      Liens, except (A) the rights of the parties to such lease, or any such secured
      financing arrangement, covering such airframe and (B) Liens of the type
      permitted by clause (iii) above and (y) Owner or Permitted Lessee, as the case
      may be, shall have received from the lessor, mortgagee, secured party or
      conditional seller, in respect of such airframe, a written agreement (which
      may
      be a copy of the lease, mortgage, security agreement, conditional sale or other
      agreement covering such airframe), whereby such Person agrees that it will
      not
      acquire or claim any right, title or interest in, or Lien on, such Engine by
      reason of such Engine being installed on such airframe at any time while such
      Engine is subject to the Lien of this Trust Indenture;

     

    (v) Install
      or permit any Permitted Lessee to install an Engine on an airframe owned by
      Owner or such Permitted Lessee, leased to Owner or such Permitted Lessee, or
      purchased by Owner or such Permitted Lessee subject to a conditional sale or
      other security agreement under circumstances where neither clause (iii) or
      (iv)
      above is applicable; provided,
      however,
      that
      any such installation shall be deemed an Event of Loss with respect to such
      Engine, and Owner shall comply with Section 4.04(e) hereof in respect
      thereof;

     

    (vi) Transfer
      or permit any Permitted Lessee to transfer possession of the Aircraft, Airframe
      or any Engine to the U.S. Government, in which event Owner shall promptly notify
      Mortgagee in writing of any such transfer of possession and, in the case of
      any
      transfer pursuant to CRAF, in such notification shall identify by name, address
      and telephone numbers the Contracting Office Representative or Representatives
      for the Military Airlift Command of the United States Air Force to whom notices
      must be given and to whom requests or claims must be made to the extent
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    (vii) Enter
      into a charter or Wet Lease or other similar arrangement with respect to the
      Aircraft or any other aircraft on which any Engine may be installed (which
      shall
      not be considered a transfer of possession hereunder); provided that
      the
      Owner’s obligations hereunder shall continue in full force and effect
      notwithstanding any such charter or Wet Lease or other similar
      arrangement;

     

    (viii) So
      long
      as no Event of Default shall have occurred and be continuing, and subject to
      the
      provisions of the immediately following paragraph, enter into a lease with
      respect to the Aircraft, Airframe or any Engine to any Permitted Air Carrier
      that is not then subject to any bankruptcy, insolvency, liquidation,
      reorganization, dissolution or similar proceeding and shall not have
      substantially all of its property in the possession of any liquidator, trustee,
      receiver or similar person; provided that,
      in the
      case only of a lease to a Permitted Foreign Air Carrier, (A) the United States
      maintains diplomatic relations with the country of domicile of such Permitted
      Foreign Air Carrier (or, in the case of Taiwan, diplomatic relations at least
      as
      good as those in effect on the Closing Date) and (B) Owner shall have furnished
      Mortgagee a favorable opinion of counsel, reasonably satisfactory to Mortgagee,
      in the country of domicile of such Permitted Foreign Air Carrier, that
      (v) the terms of such lease are the legal, valid and binding obligations of
      the parties thereto enforceable under the laws of such jurisdiction, (w) it
      is not necessary for Mortgagee to register or qualify to do business in such
      jurisdiction, if not already so registered or qualified, as a result, in whole
      or in part, of the proposed lease, (x) Mortgagee’s Lien in respect of, the
      Aircraft, Airframe and Engines will be recognized in such jurisdiction,
      (y) the Laws of such jurisdiction of domicile require fair compensation by
      the government of such jurisdiction, payable in a currency freely convertible
      into Dollars, for the loss of title to the Aircraft, Airframe or Engines in
      the
      event of the requisition by such government of such title (unless Owner shall
      provide insurance in the amounts required with respect to hull insurance under
      this Trust Indenture covering the requisition of title to the Aircraft, Airframe
      or Engines by the government of such jurisdiction so long as the Aircraft,
      Airframe or Engines are subject to such lease) and (z) the agreement of such
      Permitted Air Carrier that its rights under the lease are subject and
      subordinate to all the terms of this Trust Indenture is enforceable against
      such
      Permitted Air Carrier under applicable law;

     

    provided
      that (1)
      the rights of any transferee who receives possession by reason of a transfer
      permitted by any of clauses (i) through (viii) of this Section 4.02(b)
      (other than by a transfer of an Engine which is deemed an Event of Loss) shall
      be subject and subordinate to all the terms of this Trust Indenture, (2) the
      Owner shall remain primarily liable for the performance of all of the terms
      of
      this Trust Indenture and all the terms and conditions of this Trust Indenture
      and the other Operative Agreements shall remain in effect and (3) no lease
      or
      transfer of possession otherwise in compliance with this Section 4.02(b) shall
      (x) result in any registration or re-registration of an Aircraft, except to
      the
      extent permitted by Section 4.02(e) or the maintenance, operation or use thereof
      except in compliance with Sections 4.02(c) and 4.02(d) or (y) permit any action
      not permitted to the Owner hereunder.

     

    In
      the
      case of any lease permitted under this Section 4.02(b), the Owner will include
      in such lease appropriate provisions which (t) make such lease expressly subject
      and subordinate to all of the terms of this Trust Indenture, including the
      rights of the Mortgagee to avoid such lease in the exercise of its rights to
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    hereunder;
      (u) require the Permitted Lessee to comply with the terms of Section 4.06;
      and
      (v) require that the Airframe or any Engine subject thereto be used in
      accordance with the limitations applicable to the Owner’s possession and use
      provided in this Trust Indenture. No lease permitted under this
      Section 4.02(b) shall be entered into unless (w) Owner shall provide
      written notice to Mortgagee (such notice in the event of a lease to a U.S.
      Air
      Carrier to be given promptly after entering into any such lease or, in the
      case
      of a lease to any other Permitted Air Carrier, 10 days in advance of entering
      into such lease); (x) Owner shall furnish to Mortgagee evidence reasonably
      satisfactory to Mortgagee that the insurance required by Section 4.06
      remains in effect; (y) all necessary documents shall have been duly filed,
      registered or recorded in such public offices as may be required fully to
      preserve the first priority security interest and International Interest
      (subject to Permitted Liens) of Mortgagee in the Aircraft, Airframe and Engines;
      and (z) Owner shall reimburse Mortgagee for all of its reasonable
      out-of-pocket fees and expenses, including, without limitation, reasonable
      fees
      and disbursements of counsel, incurred by Mortgagee in connection with any
      such
      lease. Except as otherwise provided herein and without in any way relieving
      the
      Owner from its primary obligation for the performance of its obligations under
      this Trust Indenture, the Owner may in its sole discretion permit a lessee
      to
      exercise any or all rights which the Owner would be entitled to exercise under
      Sections 4.02 and 4.04, and may cause a lessee to perform any or all of the
      Owner’s obligations under Article IV, and the Mortgagee agrees to accept actual
      and full performance thereof by a lessee in lieu of performance by the Owner.
      

     

    Mortgagee
      hereby agrees, and each Note Holder and Related Note Holder by acceptance of
      an
      Equipment Note and a Related Equipment Note, respectively, agrees, for the
      benefit of each lessor, conditional seller, indenture trustee or secured party
      of any engine leased to, or purchased by, Owner or any Permitted Lessee subject
      to a lease, conditional sale, trust indenture or other security agreement that
      Mortgagee, each Note Holder and Related Note Holder and their respective
      successors and assigns will not acquire or claim, as against such lessor,
      conditional seller, indenture trustee or secured party, any right, title or
      interest in any engine as the result of such engine being installed on the
      Airframe at any time while such engine is subject to such lease, conditional
      sale, trust indenture or other security agreement and owned by such lessor
      or
      conditional seller or subject to a trust indenture or security interest in
      favor
      of such indenture trustee or secured party.

     

    (c) Operation
      and Use.
      So long
      as the Aircraft, Airframe or any Engine is subject to the Lien of this Trust
      Indenture, the Owner shall not operate, use or locate the Aircraft, Airframe
      or
      any Engine, or allow the Aircraft, Airframe or any Engine to be operated, used
      or located, (i) in any area excluded from coverage by any insurance required
      by
      the terms of Section 4.06, except in the case of a requisition by the U.S.
      Government where the Owner obtains indemnity in lieu of such insurance from
      the
      U.S. Government, or insurance from the U.S. Government, against substantially
      the same risks and for at least the amounts of the insurance required by Section
      4.06 covering such area, or (ii) in any recognized area of hostilities unless
      covered in accordance with Section 4.06 by war risk insurance, or in either
      case
      unless the Aircraft, the Airframe or any Engine is only temporarily operated,
      used or located in such area as a result of an emergency, equipment malfunction,
      navigational error, hijacking, weather condition or other similar unforeseen
      circumstance, so long as Owner diligently and in good faith proceeds to remove
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    Engine
      is
      subject to the Lien of this Trust Indenture, the Owner shall not permit such
      Aircraft, Airframe or any Engine, as the case may be, to be used, operated,
      maintained, serviced, repaired or overhauled (x) in violation of any Law
      binding on or applicable to such Aircraft, Airframe or Engine or (y) in
      violation of any airworthiness certificate, license or registration of any
      Government Entity relating to the Aircraft, the Airframe or any Engine, except
      (i) immaterial or non-recurring violations with respect to which corrective
      measures are taken promptly by Owner or Permitted Lessee, as the case may be,
      upon discovery thereof, or (ii) to the extent the validity or application of
      any
      such Law or requirement relating to any such certificate, license or
      registration is being contested in good faith by Owner or Permitted Lessee
      in
      any reasonable manner which does not involve any material risk of the sale,
      forfeiture or loss of the Aircraft, Airframe or any Engine, any material risk
      of
      criminal liability or material civil penalty against Mortgagee or impair the
      Mortgagee’s security interest in the Aircraft, Airframe or any
      Engine.

     

    (d) Maintenance
      and Repair.
      So long
      as the Aircraft, Airframe or any Engine is subject to the Lien of this Trust
      Indenture, the Owner shall cause the Aircraft, Airframe and each Engine to
      be
      maintained, serviced, repaired and overhauled in accordance with (i) maintenance
      standards required by or substantially equivalent to those required by the
      FAA
      or the central aviation authority of Canada, France, Germany, Japan, the
      Netherlands or the United Kingdom for the Aircraft, Airframe and Engines, so
      as
      to (A) keep the Aircraft, the Airframe and each Engine in as good operating
      condition as on the Closing Date, ordinary wear and tear excepted, (B) keep
      the
      Aircraft in such operating condition as may be necessary to enable the
      applicable airworthiness certification of such Aircraft to be maintained under
      the regulations of the FAA or other Aviation Authority then having jurisdiction
      over the operation of the Aircraft, except during (x) temporary periods of
      storage in accordance with applicable regulations, (y) maintenance and
      modification permitted hereunder or (z) periods when the FAA or such other
      Aviation Authority has revoked or suspended the airworthiness certificates
      for
      Similar Aircraft; and (ii) except during periods when a Permitted Lease is
      in
      effect, the same standards as Owner uses with respect to similar aircraft of
      similar size in its fleet operated by Owner in similar circumstances and, during
      any period in which a Permitted Lease is in effect, the same standards used
      by
      the Permitted Lessee with respect to similar aircraft of similar size in its
      fleet and operated by the Permitted Lessee in similar circumstances (it being
      understood that this clause (ii) shall not limit Owner’s obligations under the
      preceding clause (i)). Owner further agrees that the Aircraft, Airframe and
      Engines will be maintained, used, serviced, repaired, overhauled or inspected
      in
      compliance with applicable Laws with respect to the maintenance of the Aircraft
      and in compliance with each applicable airworthiness certificate, license and
      registration relating to the Aircraft, Airframe or any Engine issued by the
      Aviation Authority, other than minor or nonrecurring violations with respect
      to
      which corrective measures are taken upon discovery thereof and except to the
      extent Owner or Permitted Lessee is contesting in good faith the validity or
      application of any such Law or requirement relating to any such certificate,
      license or registration in any reasonable manner which does not create a
      material risk of sale, loss or forfeiture of the Aircraft, the Airframe or
      any
      Engine or the interest of Mortgagee therein, or any material risk of criminal
      liability or material civil penalty against Mortgagee. The Owner shall maintain
      or cause to be maintained the Aircraft Documents in the English
      language.

     

    (e) Registration.
      The
      Owner on or prior to the date of the Closing shall cause the Aircraft to be
      duly
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    permitted
      by this Section 4.02(e) at all times thereafter shall cause the Aircraft to
      remain so registered. So long as no Special Default or Event of Default shall
      have occurred and be continuing, Owner may, by written notice to Mortgagee,
      request to change the country of registration of the Aircraft. Any such change
      in registration shall be effected only in compliance with, and subject to all
      of
      the conditions set forth in, Section 6.4.5 of the Participation Agreement.
      Unless the Trust Indenture has been discharged, Owner shall also cause the
      Trust
      Indenture to be duly recorded and at all times maintained of record as a
      first-priority perfected mortgage (subject to Permitted Liens) on the Aircraft,
      the Airframe and each of the Engines (except to the extent such perfection
      or
      priority cannot be maintained solely as a result of the failure by Mortgagee
      to
      execute and deliver any necessary documents). Unless the Lien of this Indenture
      has been discharged, Owner shall cause the International Interest granted under
      this Indenture in favor of the Mortgagee in each Airframe and Engine to be
      registered on the International Registry as an International Interest on such
      Airframe and Engine, subject to the Mortgagee providing its consent to the
      International Registry with respect thereto, and shall cause the sale to Owner
      of the Airframe and each Engine at the Closing to be registered on the
      International Registry.

     

    (f) Markings.
      If
      permitted by applicable Law, on or reasonably promptly after the Closing Date,
      Owner will cause to be affixed to, and maintained in, the cockpit of the
      Airframe and on each Engine, in each case, in a clearly visible location, a
      placard of a reasonable size and shape bearing the legend: “Subject to a
      security interest in favor of Wilmington Trust Company, not in its individual
      capacity but solely as Mortgagee.” Such placards may be removed temporarily, if
      necessary, in the course of maintenance of the Airframe or Engines. If any
      such
      placard is damaged or becomes illegible, Owner shall promptly replace it with
      a
      placard complying with the requirements of this Section.

     

    SECTION
      4.03.  Inspection

     

    (a) At
      all
      reasonable times, so long as the Aircraft is subject to the Lien of this Trust
      Indenture, Mortgagee and its authorized representatives (the “Inspecting
      Parties”) may (not more than once every 12 months unless an Event of Default has
      occurred and is continuing then such inspection right shall not be so limited)
      inspect the Aircraft, Airframe and Engines (including without limitation, the
      Aircraft Documents) and any such Inspecting Party may make copies of such
      Aircraft Documents not reasonably deemed confidential by Owner or such Permitted
      Lessee.

     

    (b) Any
      inspection of the Aircraft hereunder shall be limited to a visual, walk-around
      inspection and shall not include the opening of any panels, bays or other
      components of the Aircraft, and no such inspection shall interfere with Owner’s
      or any Permitted Lessee’s maintenance and operation of the Aircraft, Airframe
      and Engines.

     

    (c) With
      respect to such rights of inspection, Mortgagee shall not have any duty or
      liability to make, or any duty or liability by reason of not making, any such
      visit, inspection or survey.

    


    
      
        
          
          

        

        
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    (d) Each
      Inspecting Party shall bear its own expenses in connection with any such
      inspection (including the cost of any copies made in accordance with
      Section 4.03(a)).

     

    SECTION
      4.04.  Replacement and Pooling of Parts,
      Alterations, Modifications and Additions; Substitution of
      Engines

     

    (a) Replacement
      of Parts.
      Except
      as otherwise provided herein, so long as the Airframe or Engine is subject
      to
      the Lien of this Indenture, Owner, at its own cost and expense, will, or will
      cause a Permitted Lessee to, at its own cost and expense, promptly replace
      (or
      cause to be replaced) all Parts which may from time to time be incorporated
      or
      installed in or attached to the Aircraft, Airframe or any Engine and which
      may
      from time to time become worn out, lost, stolen, destroyed, seized, confiscated,
      damaged beyond repair or permanently rendered unfit for use for any reason
      whatsoever. In addition, Owner may, at its own cost and expense, or may permit
      a
      Permitted Lessee at its own cost and expense to, remove (or cause to be removed)
      in the ordinary course of maintenance, service, repair, overhaul or testing
      any
      Parts, whether or not worn out, lost, stolen, destroyed, seized, confiscated,
      damaged beyond repair or permanently rendered unfit for use; provided,
      however,
      that
      Owner, except as otherwise provided herein, at its own cost and expense, will,
      or will cause a Permitted Lessee at its own cost and expense to, replace such
      Parts as promptly as practicable. All replacement parts shall be free and clear
      of all Liens, except for Permitted Liens and pooling arrangements to the extent
      permitted by Section 4.04(c) below (and except in the case of replacement
      property temporarily installed on an emergency basis) and shall be in good
      operating condition and have a value and utility not less than the value and
      utility of the Parts replaced (assuming such replaced Parts were in the
      condition required hereunder). 

     

    (b) Parts.
      Except
      as otherwise provided herein, any Part at any time removed from the Airframe
      or
      any Engine shall remain subject to the Lien of this Trust Indenture, no matter
      where located, until such time as such Part shall be replaced by a part that
      has
      been incorporated or installed in or attached to such Airframe or any Engine
      and
      that meets the requirements for replacement parts specified above. Immediately
      upon any replacement part becoming incorporated or installed in or attached
      to
      such Airframe or any Engine as provided in Section 4.04(a), without further
      act,
      (i) the replaced Part shall thereupon be free and clear of all rights of the
      Mortgagee and shall no longer be deemed a Part hereunder, and (ii) such
      replacement part shall become a Part subject to this Trust Indenture and be
      deemed part of such Airframe or any Engine, as the case may be, for all purposes
      hereof to the same extent as the Parts originally incorporated or installed
      in
      or attached to such Airframe or any Engine.

     

    (c) Pooling
      of Parts.
      Any
      Part removed from the Aircraft, Airframe or an Engine may be subjected by the
      Owner or a Permitted Lessee to a normal pooling arrangement customary in the
      airline industry and entered into in the ordinary course of business of Owner
      or
      Permitted Lessee, provided that the part replacing such removed Part shall
      be
      incorporated or installed in or attached to such Airframe or any Engine in
      accordance with Sections 4.04(a) and 4.04(b) as promptly as practicable after
      the removal of such removed Part. In addition, any replacement part when
      incorporated or installed in or attached to the Airframe or any Engine may
      be
      owned by any third party, subject to a normal pooling arrangement, so long
      

    


    
      
        
          
          

        

        
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    as
      the
      Owner or a Permitted Lessee, at its own cost and expense, as promptly thereafter
      as reasonably possible, either (i) causes such replacement part to become
      subject to the Lien of this Trust Indenture, free and clear of all Liens except
      Permitted Liens, at which time such replacement part shall become a Part or
      (ii)
      replaces (or causes to be replaced) such replacement part by incorporating
      or
      installing in or attaching to the Aircraft, Airframe or any Engine a further
      replacement part owned by the Owner free and clear of all Liens except Permitted
      Liens and which shall become subject to the Lien of this Trust Indenture in
      accordance with Section 4.04(b).

     

    (d) Alterations,
      Modifications and Additions.
      The
      Owner shall, or shall cause a Permitted Lessee to, make (or cause to be made)
      alterations and modifications in and additions to the Aircraft, Airframe and
      each Engine as may be required to be made from time to time to meet the
      applicable standards of the FAA or other Aviation Authority having jurisdiction
      over the operation of the Aircraft, to the extent made mandatory in respect
      of
      the Aircraft (a “Mandatory Modification”); provided however,
      that
      the Owner or a Permitted Lessee may, in good faith and by appropriate procedure,
      contest the validity or application of any law, rule, regulation or order in
      any
      reasonable manner which does not materially adversely affect Mortgagee’s
      interest in the Aircraft, does not impair the Mortgagee’s security interest in
      the Aircraft and does not involve any material risk of sale, forfeiture or
      loss
      of the Aircraft or the interest of Mortgagee therein, or any material risk
      of
      material civil penalty or any material risk of criminal liability being imposed
      on Mortgagee or the holder of any Equipment Note. In addition, the Owner, at
      its
      own expense, may, or may permit a Permitted Lessee at its own cost and expense
      to, from time to time make or cause to be made such alterations and
      modifications in and additions to the Airframe or any Engine (each an “Optional
      Modification”) as the Owner or such Permitted Lessee may deem desirable in the
      proper conduct of its business including, without limitation, removal of Parts
      which Owner deems are obsolete or no longer suitable or appropriate for use
      in
      the Aircraft, Airframe or such Engine; provided,
      however,
      that no
      such Optional Modification shall (i) materially diminish the fair market
      value, utility, or useful life of the Aircraft or any Engine below its fair
      market value, utility or useful life immediately prior to such Optional
      Modification (assuming the Aircraft or such Engine was in the condition required
      by this Trust Indenture immediately prior to such Optional Modification) or
      (ii) cause the Aircraft to cease to have the applicable standard
      certificate of airworthiness except
      that such certificate of airworthiness temporarily may be replaced by an
      experimental certificate during the process of implementing and testing such
      Optional Modification and securing related FAA re-certification of the
      Aircraft.
      All
      Parts incorporated or installed in or attached to any Airframe or any Engine
      as
      the result of any alteration, modification or addition effected by the Owner
      shall be free and clear of any Liens except Permitted Liens and become subject
      to the Lien of this Trust Indenture; provided
      that the
      Owner or any Permitted Lessee may, at any time so long as the Airframe or any
      Engine is subject to the Lien of this Trust Indenture, remove any such Part
      (such Part being referred to herein as a “Removable
      Part”)
      from
      such Airframe or an Engine if (i) such Part is in addition to, and not in
      replacement of or in substitution for, any Part originally incorporated or
      installed in or attached to such Airframe or any Engine at the time of delivery
      thereof hereunder or any Part in replacement of, or in substitution for, any
      such original Part, (ii) such Part is not required to be incorporated or
      installed in or attached or added to such Airframe or any Engine pursuant to
      the
      terms of Section 4.02(d) or the first sentence of this Section 4.04(d) and
      (iii)
      such Part can be removed from such Airframe or any Engine without materially
      

    


    
      
        
          
          

        

        
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    diminishing
      the fair market value, utility or remaining useful life which such Airframe
      or
      any Engine would have had at the time of removal had such removal not been
      effected by the Owner, assuming the Aircraft was otherwise maintained in the
      condition required by this Trust Indenture and such Removable Part had not
      been
      incorporated or installed in or attached to the Aircraft, Airframe or such
      Engine. Upon the removal by the Owner of any such Part as above provided, title
      thereto shall, without further act, be free and clear of all rights of the
      Mortgagee and such Part shall no longer be deemed a Part hereunder. Removable
      Parts may be leased from or financed by third parties other than
      Mortgagee.

     

    (e) Substitution
      of Engines.
      Upon
      the occurrence of an Event of Loss with respect to an Engine under circumstances
      in which an Event of Loss with respect to the Airframe has not occurred, Owner
      shall promptly (and in any event within 15 days after such occurrence) give
      the
      Mortgagee written notice of such Event of Loss. The Owner shall have the right
      at its option at any time, on at least 5 Business Days’ prior notice to the
      Mortgagee, to substitute, and if an Event of Loss shall have occurred with
      respect to an Engine under circumstances in which an Event of Loss with respect
      to the Airframe has not occurred, shall within 60 days of the occurrence of
      such
      Event of Loss substitute, a Replacement Engine for any Engine. In such event,
      immediately upon the effectiveness of such substitution and without further
      act,
      (i) the replaced Engine shall thereupon be free and clear of all rights of
      the Mortgagee and the Lien of this Trust Indenture and shall no longer be deemed
      an Engine hereunder and (ii) such Replacement Engine shall become subject to
      this Trust Indenture and be deemed part of the Aircraft for all purposes hereof
      to the same extent as the replaced Engine. Such Replacement Engine shall be
      an
      engine manufactured by Engine Manufacturer that is the same model as the Engine
      to be replaced thereby, or an improved model, and that is suitable for
      installation and use on the Airframe, and that has a value, utility and
      remaining useful life (without regard to hours and cycles remaining until
      overhaul) at least equal to the Engine to be replaced thereby (assuming that
      such Engine had been maintained in accordance with this Trust Indenture). The
      Owner’s right to make a replacement hereunder shall be subject to the
      fulfillment (which may be simultaneous with such replacement) of the following
      conditions precedent at the Owner’s sole cost and expense, and the Mortgagee
      agrees to cooperate with the Owner to the extent necessary to enable it to
      timely satisfy such conditions:

     

    (i) an
      executed counterpart of each of the following documents shall be delivered
      to
      the Mortgagee:

     

    (A) a
      Trust
      Indenture Supplement covering the Replacement Engine, which shall have been
      duly
      filed for recordation pursuant to the Act or such other applicable law of the
      jurisdiction other than the United States in which the Aircraft of which such
      Engine is a part is registered in accordance with Section 4.02(e), as the case
      may be; 

     

    (B) a
      full
      warranty bill of sale (as to title), covering the Replacement Engine, executed
      by the former owner thereof in favor of the Owner (or, at the Owner’s option,
      other evidence of the Owner’s ownership of such Replacement Engine, reasonably
      satisfactory to the Mortgagee); and

    


    
      
        
          
          

        

        
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    (C) UCC
      financing statements covering the security interests created by this Trust
      Indenture (or any similar statements or other documents required to be filed
      or
      delivered pursuant to the laws of the jurisdiction in which such Aircraft may
      be
      registered) as are deemed necessary or desirable by counsel for the Mortgagee
      to
      protect the security interests of the Mortgagee in the Replacement Engine;
      

     

    (ii) the
      Owner
      shall cause to be delivered to the Mortgagee an opinion of counsel to the effect
      that the Lien of this Trust Indenture continues to be in full force and effect
      with respect to the Replacement Engine and such evidence of compliance with
      the
      insurance provisions of Section 4.06 with respect to such Replacement
      Engine as Mortgagee shall reasonably request; 

     

    (iii) the
      Owner
      shall have furnished to Mortgagee an opinion of Owner’s aviation law counsel
      reasonably satisfactory to Mortgagee and addressed to Mortgagee as to the due
      filing for recordation of the Trust Indenture Supplement with respect to such
      Replacement Engine under the Act or such other applicable law of the
      jurisdiction other than the United States in which the Aircraft is registered
      in
      accordance with Section 4.02(e), as the case may be, and the registration
      with the International Registry of the sale to Owner of such Replacement Engine
      (if occurring after February 28, 2006) and the International Interest granted
      under such Trust Indenture Supplement with respect to such Replacement Engine;
      and

     

    (iv) the
      Owner
      shall have furnished to Mortgagee a certificate of a qualified aircraft engineer
      (who may be an employee of Owner) certifying that such Replacement Engine has
      a
      value and utility and remaining useful life (without regard to hours and cycles
      remaining until overhaul) at least equal to the Engine so replaced (assuming
      that such Engine had been maintained in accordance with this Trust
      Indenture).

     

    Upon
      satisfaction of all conditions to such substitution, (x) the Mortgagee shall
      execute and deliver to the Owner such documents and instruments, prepared at
      the
      Owner’s expense, as the Owner shall reasonably request to evidence the release
      of such replaced Engine from the Lien of this Trust Indenture, (y) the Mortgagee
      shall assign to the Owner all claims it may have against any other Person
      relating to any Event of Loss giving rise to such substitution and (z) the
      Owner
      shall receive all insurance proceeds (other than those reserved to others under
      Section 4.06(b)) and proceeds in respect of any Event of Loss giving rise to
      such replacement to the extent not previously applied to the purchase price
      of
      the Replacement Engine as provided in Section 4.05(d).

     

    SECTION
      4.05.  Loss, Destruction or
      Requisition

     

    (a) Event
      of Loss With Respect to the Airframe.
      Upon
      the occurrence of an Event of Loss with respect to the Airframe, the Owner
      shall
      promptly (and in any event within 15 days after such occurrence) give the
      Mortgagee written notice of such Event of Loss. The Owner shall, within 45
      days
      after such occurrence, give the Mortgagee written notice of Owner’s election to
      either replace the Airframe as provided under Section 4.05(a)(i) or to make
      payment in respect of such Event of Loss as provided under Section 4.05(a)(ii)
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    that
      if
      Owner shall not have given the Mortgagee such notice of such election within
      the
      above specified time period, the Owner shall be deemed to have elected to make
      payment in respect of such Event of Loss as provided under Section
      4.05(a)(ii)):

     

    (i) if
      Owner
      elects to replace the Airframe, Owner shall, subject to the satisfaction of
      the
      conditions contained in Section 4.05(c), as promptly as possible and in any
      event within 120 days after the occurrence of such Event of Loss, cause to
      be
      subjected to the Lien of this Trust Indenture, in replacement of the Airframe
      with respect to which the Event of Loss occurred, a Replacement Airframe and,
      if
      any Engine shall have been installed on the Airframe when it suffered the Event
      of Loss, a Replacement Engine therefor, such Replacement Airframe and
      Replacement Engines to be free and clear of all Liens except Permitted Liens
      and
      to have a value, utility and remaining useful life (without regard to hours
      or
      cycles remaining until the next regular maintenance check) at least equal to
      the
      Airframe or Engine, as the case may be, to be replaced thereby (assuming that
      such Airframe or Engine had been maintained in accordance with this Trust
      Indenture); provided that
      if the
      Owner shall not perform its obligation to effect such replacement under this
      clause (i) during the 120-day period of time provided herein, it shall pay
      the
      amounts required to be paid pursuant to and within the time frame specified
      in
      clause (ii) below; or

     

    (ii) if
      Owner
      elects to make a payment in respect of such Event of Loss of the Airframe,
      Owner
      shall make a payment to the Mortgagee for purposes of redeeming Equipment Notes
      in accordance with Section 2.10 hereof on a date on or before the Business
      Day
      next following the earlier of (x) the 120th day following the date of the
      occurrence of such Event of Loss, and (y) the fourth Business Day following
      the
      receipt of insurance proceeds with respect to such Event of Loss (but in any
      event not earlier than the date of Owner’s election under Section 4.05(a) to
      make payment under this Section 4.05 (a)(ii)); and upon such payment and payment
      of all other Secured Obligations then due and payable, the Mortgagee shall,
      at
      the cost and expense of the Owner, release from the Lien of this Trust Indenture
      the Airframe and the Engines, by executing and delivering to the Owner all
      documents and instruments as the Owner may reasonably request to evidence such
      release.

     

    (b) Effect
      of Replacement.
      Should
      the Owner have provided a Replacement Airframe and Replacement Engines, if
      any,
      as provided for in Section 4.05(a)(i), (i) the Lien of this Trust Indenture
      shall continue with respect to such Replacement Airframe and Replacement
      Engines, if any, as though no Event of Loss had occurred; (ii) the Mortgagee
      shall, at the cost and expense of the Owner, release from the Lien of this
      Trust
      Indenture the replaced Airframe and Engines, if any, by executing and delivering
      to the Owner such documents and instruments as the Owner may reasonably request
      to evidence such release; and (iii) in the case of a replacement upon an Event
      of Loss, the Mortgagee shall assign to the Owner all claims the Mortgagee may
      have against any other Person arising from the Event of Loss and the Owner
      shall
      receive all insurance proceeds (other than those reserved to others under
      Section 4.06(b)) and proceeds from any award in respect of condemnation,
      confiscation, seizure or requisition, including any investment interest thereon,
      to the extent not previously applied to the purchase price of the Replacement
      Airframe and Replacement Engines, if any, as provided in Section
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    (c) Conditions
      to Airframe and Engine Replacement.
      The
      Owner’s right to substitute a Replacement Airframe and Replacement Engines, if
      any, as provided in Section 4.05(a)(i) shall be subject to the fulfillment,
      at
      the Owner’s sole cost and expense, in addition to the conditions contained in
      such Section 4.05(a)(i), of the following conditions precedent:

     

    (i) on
      the
      date when the Replacement Airframe and Replacement Engines, if any, is subjected
      to the Lien of this Trust Indenture (such date being referred to in this Section
      4.05 as the “Replacement Closing Date”), an executed counterpart of each of the
      following documents (or, in the case of the FAA Bill of Sale and full warranty
      bill of sale referred to below, a photocopy thereof) shall have been delivered
      to the Mortgagee:

     

    (A) a
      Trust
      Indenture Supplement covering the Replacement Airframe and Replacement Engines,
      if any, which shall have been duly filed for recordation pursuant to the Act
      or
      such other applicable law of such jurisdiction other than the United States
      in
      which the Replacement Airframe and Replacement Engines, if any, are to be
      registered in accordance with Section 4.02(e), as the case may be;

     

    (B) an
      FAA
      Bill of Sale (or a comparable document, if any, of another Aviation Authority,
      if applicable) covering the Replacement Airframe and Replacement Engines, if
      any, executed by the former owner thereof in favor of the Owner; 

     

    (C) a
      full
      warranty (as to title) bill of sale, covering the Replacement Airframe and
      Replacement Engines, if any, executed by the former owner thereof in favor
      of
      the Owner (or, at the Owner’s option, other evidence of the Owner’s ownership of
      such Replacement Airframe and Replacement Engines, if any, reasonably
      satisfactory to the Mortgagee); and

     

    (D) UCC
      financing statements (or any similar statements or other documents required
      to
      be filed or delivered pursuant to the laws of the jurisdiction in which the
      Replacement Airframe and Replacement Engines, if any, may be registered in
      accordance with Section 4.02(e)) as are deemed necessary or desirable by counsel
      for the Mortgagee to protect the security interests of the Mortgagee in the
      Replacement Airframe and Replacement Engines, if any;

     

    (ii) the
      Replacement Airframe and Replacement Engines, if any, shall be of the same
      model
      as the Airframe or Engines, as the case may be, or an improved model of such
      aircraft or engines of the manufacturer thereof, shall have a value and utility
      (without regard to hours or cycles remaining until the next regular maintenance
      check) at least equal to, and be in as good operating condition and repair
      as,
      the Airframe and any Engines replaced (assuming such Airframe and Engines had
      been maintained in accordance with this Trust Indenture);

     

    (iii) the
      Mortgagee (acting directly or by authorization to its special counsel) shall
      have received satisfactory evidence as to the compliance with Section 4.06
      with
      respect to the Replacement Airframe and Replacement Engines, if
      any;

    


    
      
        
          
          

        

        
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    (iv) on
      the
      Replacement Closing Date, (A) the Owner shall cause the Replacement Airframe
      and
      Replacement Engines, if any, to be subject to the Lien of this Trust Indenture
      free and clear of Liens (other than Permitted Liens), (B) the Replacement
      Airframe shall have been duly certified by the FAA as to type and airworthiness
      in accordance with the terms of this Trust Indenture, (C) application for
      registration of the Replacement Airframe in accordance with Section 4.02(e)
      shall have been duly made with the FAA or other applicable Aviation Authority
      and the Owner shall have authority to operate the Replacement Airframe and
      (D) the Owner shall have caused the sale of such Replacement Airframe and
      Replacement Engine(s), if any, to the Owner (if occurring after
      February 28, 2006) and the International Interest granted under the Trust
      Indenture Supplement in favor of the Mortgagee with respect to such Replacement
      Airframe and Replacement Engine(s), if any, each to be registered on the
      International Registry as a sale or an International Interest, respectively;
      

     

    (v) the
      Mortgagee at the expense of the Owner, shall have received (acting directly
      or
      by authorization to its special counsel) (A) an opinion of counsel, addressed
      to
      the Mortgagee, to the effect that the Replacement Airframe and Replacement
      Engine, if any, has or have duly been made subject to the Lien of this Trust
      Indenture, and Mortgagee will be entitled to the benefits of Section 1110
      with respect to the Replacement Airframe, provided that such opinion with
      respect to Section 1110 need not be delivered to the extent that immediately
      prior to such replacement the benefits of Section 1110 were not, solely by
      reason of a change in law or court interpretation thereof, available to
      Mortgagee, and (B) an opinion of Owner’s aviation law counsel reasonably
      satisfactory to and addressed to Mortgagee as to the due registration of any
      such Replacement Airframe and the due filing for recordation of each Trust
      Indenture Supplement with respect to such Replacement Airframe or Replacement
      Engine under the Act or such other applicable law of the jurisdiction other
      than
      the United States in which the Replacement Airframe is to be registered in
      accordance with Section 4.02(e), as the case may be, and the registration
      with the International Registry of the sale of such Replacement Airframe and
      Replacement Engine(s), if any, to the Owner (if occurring after
      February 28, 2006) and of the International Interest granted under the
      Trust Indenture Supplement with respect to such Replacement Aircraft and
      Replacement Engine(s), if any; and

     

    (vi) the
      Owner
      shall have furnished to the Mortgagee a certificate of a qualified aircraft
      engineer (who may be an employee of Owner) certifying that the Replacement
      Airframe and Replacement Engines, if any, have a value and utility and remaining
      useful life (without regard to hours and cycles remaining until overhaul) at
      least equal to the Airframe and any Engines so replaced (assuming that such
      Airframe and Engines had been maintained in accordance with this Trust
      Indenture).

     

    (d) Non-Insurance
      Payments Received on Account of an Event of Loss.
      Any
      amounts, other than insurance proceeds in respect of damage or loss not
      constituting an Event of Loss (the application of which is provided for in
      Annex B), received at any time by Mortgagee or Owner from any Government
      Entity or any other Person in respect of any Event of Loss will be applied
      as
      follows:

     

    (i) If
      such
      amounts are received with respect to the Airframe, and any Engine installed
      thereon at the time of such Event of Loss, upon compliance by 

    


    
      
        
          
          

        

        
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    Owner
      with the applicable terms of Section 4.05(c) with respect to the Event of
      Loss for which such amounts are received, such amounts shall be paid over to,
      or
      retained by, Owner;

     

    (ii) If
      such
      amounts are received with respect to an Engine (other than an Engine installed
      on the Airframe at the time such Airframe suffers an Event of Loss), upon
      compliance by Owner with the applicable terms of Section 4.04(e) with
      respect to the Event of Loss for which such amounts are received, such amounts
      shall be paid over to, or retained by, Owner;

     

    (iii) If
      such
      amounts are received, in whole or in part, with respect to the Airframe, and
      Owner makes, has made or is deemed to have made the election set forth in
      Section 4.05(a)(ii), such amounts shall be applied as follows:

     

    first,
      if the
      sum described in Section 4.05(a)(ii) has not then been paid in full by
      Owner, such amounts shall be paid to Mortgagee to the extent necessary to pay
      in
      full such sum; and

     

    second,
      the
      remainder, if any, shall be paid to Owner.

     

    (e) Requisition
      for Use.
      In the
      event of a requisition for use by any Government Entity of the Airframe and
      the
      Engines, if any, or engines installed on such Airframe while such Airframe
      is
      subject to the Lien of this Trust Indenture, the Owner shall promptly notify
      the
      Mortgagee of such requisition and all of the Owner’s obligations under this
      Trust Indenture shall continue to the same extent as if such requisition had
      not
      occurred except to the extent that the performance or observance of any
      obligation by the Owner shall have been prevented or delayed by such
      requisition; provided that
      the
      Owner’s obligations under this Section 4.05 with respect to the occurrence of an
      Event of Loss for the payment of money and under Section 4.06 (except while
      an
      assumption of liability by the U.S. Government of the scope referred to in
      Section 4.02(c) is in effect) shall not be reduced or delayed by such
      requisition. Any payments received by the Mortgagee or the Owner or Permitted
      Lessee from such Government Entity with respect to such requisition of use
      shall
      be paid over to, or retained by, the Owner. In the event of an Event of Loss
      of
      an Engine resulting from the requisition for use by a Government Entity of
      such
      Engine (but not the Airframe), the Owner will replace such Engine hereunder
      by
      complying with the terms of Section 4.04(e) and any payments received by the
      Mortgagee or the Owner from such Government Entity with respect to such
      requisition shall be paid over to, or retained by, the Owner.

     

    (f) Certain
      Payments to be Held As Security.
      Any
      amount referred to in this Section 4.05 or Section 4.06 which is payable or
      creditable to, or retainable by, the Owner shall not be paid or credited to,
      or
      retained by the Owner if at the time of such payment, credit or retention a
      Special Default or an Event of Default shall have occurred and be continuing,
      but shall be paid to and held by the Mortgagee as security for the obligations
      of the Owner under this Trust Indenture and the Operative Agreements, and at
      such time as there shall not be continuing any such Special Default or Event
      of
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    investments
      required to be made pursuant to Section 6.06 shall to the extent not theretofore
      applied as provided herein, be paid over to the Owner.

     

    SECTION
      4.06.  Insurance

     

    (a) Owner’s
      Obligation to Insure.
      Owner
      shall comply with, or cause to be complied with, each of the provisions of
      Annex B, which provisions are hereby incorporated by this reference as if
      set forth in full herein.

     

    (b) Insurance
      for Own Account.
      Nothing
      in Section 4.06 shall limit or prohibit (a) Owner from maintaining the policies
      of insurance required under Annex B with higher limits than those specified
      in
      Annex B, or (b) Mortgagee from obtaining insurance for its own account (and
      any proceeds payable under such separate insurance shall be payable as provided
      in the policy relating thereto); provided,
      however,
      that no
      insurance may be obtained or maintained that would limit or otherwise adversely
      affect the coverage of any insurance required to be obtained or maintained
      by
      Owner pursuant to this Section 4.06 and Annex B.

     

    (c) Indemnification
      by Government in Lieu of Insurance.
      Mortgagee agrees to accept, in lieu of insurance against any risk with respect
      to the Aircraft described in Annex B, indemnification from, or insurance
      provided by, the U.S. Government, or upon the written consent of Mortgagee,
      other Government Entity, against such risk in an amount that, when added to
      the
      amount of insurance (including permitted self-insurance), if any, against such
      risk that Owner (or any Permitted Lessee) may continue to maintain, in
      accordance with this Section 4.06, during the period of such requisition or
      transfer, shall be at least equal to the amount of insurance against such risk
      otherwise required by this Section 4.06.

     

    (d) Application
      of Insurance Proceeds.
      As
      between Owner and Mortgagee, all insurance proceeds received as a result of
      the
      occurrence of an Event of Loss with respect to the Aircraft or any Engine under
      policies required to be maintained by Owner pursuant to this Section 4.06
      will be applied in accordance with Section 4.05(d). All proceeds of
      insurance required to be maintained by Owner, in accordance with
      Section 4.06 and Section B of Annex B, in respect of any property
      damage or loss not constituting an Event of Loss with respect to the Aircraft,
      Airframe or any Engine will be applied in payment (or to reimburse Owner) for
      repairs or for replacement property, and any balance remaining after such
      repairs or replacement with respect to such damage or loss shall be paid over
      to, or retained by, Owner.

     

    SECTION
      4.07.  Merger of
      Owner

     

    (a) In
      General.
      Owner
      shall not consolidate with or merge into any other person under circumstances
      in
      which Owner is not the surviving corporation, or convey, transfer or lease
      in
      one or more transactions all or substantially all of its assets to any other
      person, unless:

     

    (i) such
      person is organized, existing and in good standing under the Laws of the United
      States, any State of the United States or the District of Columbia and, upon
      consummation of such transaction, such person will be a U.S. Air
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    (ii) such
      person executes and delivers to Mortgagee a duly authorized, legal, valid,
      binding and enforceable agreement, reasonably satisfactory in form and substance
      to Mortgagee, containing an effective assumption by such person of the due
      and
      punctual performance and observance of each covenant, agreement and condition
      in
      the Operative Agreements to be performed or observed by Owner;

     

    (iii) if
      the
      Aircraft is, at the time, registered with the FAA, such person makes such
      filings and recordings with the FAA pursuant to the Act or if the Aircraft
      is,
      at the time, not registered with FAA, such person makes such filings and
      recordings with the applicable Aviation Authority as shall be necessary to
      evidence such consolidation or merger; and 

     

    (iv) immediately
      after giving effect to such consolidation or merger no Event of Default shall
      have occurred and be continuing.

     

    (b) Effect
      of Merger.
      Upon
      any such consolidation or merger of Owner with or into, or the conveyance,
      transfer or lease by Owner of all or substantially all of its assets to, any
      Person in accordance with this Section 4.07, such Person will succeed to,
      and be substituted for, and may exercise every right and power of, Owner under
      the Operative Agreements with the same effect as if such person had been named
      as “Owner” therein. No such consolidation or merger, or conveyance, transfer or
      lease, shall have the effect of releasing Owner or such Person from any of
      the
      obligations, liabilities, covenants or undertakings of Owner under the Trust
      Indenture. 

     

    SECTION
      4.08 Claim for Related Secured
      Obligations

     

    If
      any
      Related Secured Obligation shall have become due and remains unpaid at any
      time
      after the date that is 180 days prior to the Final Maturity Date, the
      Subordination Agent shall have the right, at any time from and after such
      180th
      day to
      and including the 90th
      day
      after the Final Maturity Date, to give written notice to Owner specifying the
      amount of such Related Secured Obligation so due and unpaid (separately
      identifying the portions thereof comprised of “Original Amount”, interest or
      other obligation and each agreement under which such amounts are due) (provided
      that the failure to give such notice shall not affect any of the Mortgagee’s or
      any Indenture Indemnitee’s rights under this Trust Indenture) and if (a) such
      notice has been given, (b) such Related Secured Obligation remains unpaid at
      the
      Final Maturity Date and (c) any portion of the Collateral is then subject to
      the
      Lien of this Trust Indenture, then, notwithstanding that no Event of Default
      shall have then occurred and be continuing, the Owner shall, on the later of
      (x)
      the date that is 90 days after receipt of such notice and (y) the Final Maturity
      Date, either (i) pay the amount of such Related Secured Obligations that
      are due and unpaid to the Mortgagee, which shall be distributed in accordance
      with Section 3.03 or (ii) give to the Mortgagee its irrevocable written
      consent to (and thereafter permit) the exercise of remedies against the
      Collateral or any part thereof by the Mortgagee in the same manner and with
      the
      same rights as specified in Article V as if an Event of Default shall have
      then
      occurred and be continuing (and any proceeds of the exercise of such remedies
      shall be distributed in accordance with Section 3.03), and the Mortgagee shall
      act at the direction of the Subordination Agent in the exercise of any such
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    Event
      of
      Loss with respect to the Aircraft, the Airframe or any Engine shall have
      occurred, the Mortgagee’s rights to exercise remedies pursuant to the preceding
      sentence with respect to such item of equipment suffering such Event of Loss
      shall terminate, such item of equipment (and any insurance, requisition or
      similar proceeds relating thereto) shall be released from the Lien of this
      Trust
      Indenture and Owner shall have no obligation to make a payment or provide a
      replacement item of equipment as a result of such Event of Loss (it being
      understood that (i) this sentence shall not affect Owner’s obligations with
      respect to such Event of Loss if the Original Amount of the Equipment Notes
      and
      accrued interest thereon shall have not been paid in full and (ii) if the Owner
      shall replace any such item of equipment in accordance with this Trust
      Indenture, then this sentence will not apply to the replacement item of
      equipment unless it shall subsequently suffer an Event of Loss). 

     

    ARTICLE
      V

     

    EVENTS
      OF DEFAULT; REMEDIES OF MORTGAGEE

     

    SECTION
      5.01.  Event of
      Default

     

    “Event
      of
      Default” means any of the following events (whatever the reason for such Event
      of Default and whether such event shall be voluntary or involuntary or come
      about or be effected by operation of Law or pursuant to or in compliance with
      any judgment, decree or order of any court or any order, rule or regulation
      of
      any administrative or governmental body):

     

    (i) the
      failure of the Owner to pay (i) principal of, interest on or Make-Whole Amount,
      if any, under any Equipment Note when due, and such failure shall continue
      unremedied for a period of 10 Business Days, or (ii) any other amount payable
      by
      it to the Note Holders under this Trust Indenture or the Participation Agreement
      when due, and such failure shall continue for a period in excess of 10 Business
      Days after Owner has received written notice from Mortgagee of the failure
      to
      make such payment when due;

     

    (ii) Owner
      shall fail to carry and maintain, or cause to be carried and maintained,
      insurance on and in respect of the Aircraft, Airframe and Engines in accordance
      with the provisions of Section 4.06;

     

    (iii) Owner
      shall fail to observe or perform (or caused to be observed and performed) in
      any
      material respect any other covenant, agreement or obligation set forth herein
      or
      in any other Operative Agreement to which Owner is a party and such failure
      shall continue unremedied for a period of 30 days from and after the date of
      written notice thereof to Owner from Mortgagee, unless such failure is capable
      of being corrected and Owner shall be diligently proceeding to correct such
      failure, in which case there shall be no Event of Default unless and until
      such
      failure shall continue unremedied for a period of 270 days after receipt of
      such notice;

     

    (iv) any
      representation or warranty made by Owner herein, in the Participation Agreement
      or in any other Operative Agreement to which Owner is a party (a) shall
      prove to have been untrue or inaccurate in any material respect as of the date
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    (c) and
      the same shall remain uncured (to the extent of the adverse impact of such
      incorrectness on the interest of the Mortgagee) for a period in excess of 30
      days from and after the date of written notice thereof from Mortgagee to
      Owner;

     

    (v) the
      Owner
      shall consent to the appointment of or taking possession by a receiver, trustee
      or liquidator of itself or of a substantial part of its property, or the Owner
      shall admit in writing its inability to pay its debts generally as they come
      due
      or shall make a general assignment for the benefit of its creditors, or the
      Owner shall file a voluntary petition in bankruptcy or a voluntary petition
      or
      an answer seeking reorganization, liquidation or other relief under any
      bankruptcy laws or insolvency laws (as in effect at such time), or an answer
      admitting the material allegations of a petition filed against it in any such
      case, or the Owner shall seek relief by voluntary petition, answer or consent,
      under the provisions of any other bankruptcy or similar law providing for the
      reorganization or winding-up of corporations (as in effect at such time), or
      the
      Owner shall seek an agreement, composition, extension or adjustment with its
      creditors under such laws or the Owner’s board of directors shall adopt a
      resolution authorizing corporate action in furtherance of any of the
      foregoing;

     

    (vi) an
      order,
      judgment or decree shall be entered by any court of competent jurisdiction
      appointing, without the consent of the Owner, a receiver, trustee or liquidator
      of the Owner or of any substantial part of its property, or any substantial
      part
      of the property of the Owner shall be sequestered, or granting any other relief
      in respect of the Owner as a debtor under any bankruptcy laws or other
      insolvency laws (as in effect at such time), and any such order, judgment,
      decree, or decree of appointment or sequestration shall remain in force
      undismissed, unstayed or unvacated for a period of 90 days after the date of
      entry thereof; or

     

    (vii) a
      petition against the Owner in a proceeding under any bankruptcy laws or other
      insolvency laws (as in effect at such time) is filed and not withdrawn or
      dismissed within 90 days thereafter, or if, under the provisions of any law
      providing for reorganization or winding-up of corporations which may apply
      to
      the Owner, any court of competent jurisdiction shall assume jurisdiction,
      custody or control of the Owner of any substantial part of its property and
      such
      jurisdiction, custody or control shall remain in force unrelinquished, unstayed
      or unterminated for a period of 90 days.

     

    SECTION
      5.02.  Remedies

     

    (a) If
      an
      Event of Default shall have occurred and
      be
      continuing and so long as the same shall continue unremedied, then and in every
      such case the Mortgagee may exercise any or all of the rights and powers and
      pursue any and all of the remedies pursuant to this Article V and shall have
      and
      may exercise all of the rights and remedies of a secured party under the Uniform
      Commercial Code or of a chargee under the Cape Town Treaty and may take
      possession of all or any part of the properties covered or intended to be
      covered by the Lien created hereby or pursuant hereto and may exclude the Owner
      and all persons claiming under it wholly or partly therefrom; provided,
      that
      the Mortgagee shall give the Owner twenty days’ prior written notice of its
      intention to sell the Aircraft. Without limiting any of the foregoing, it is
      understood and agreed that the Mortgagee may exercise any right of sale of
      the
      Aircraft available

    


    
      
        
          
          

        

        
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    to
      it,
      even though it shall not have taken possession of the Aircraft and shall not
      have possession thereof at the time of such sale.

     

    (b) If
      an
      Event of Default shall have occurred and be continuing, then and in every such
      case the Mortgagee may (and shall, upon receipt of a written demand therefor
      from a Majority in Interest of Note Holders), at any time, by delivery of
      written notice or notices to the Owner, declare all the Equipment Notes to
      be
      due and payable, whereupon the unpaid Original Amount of all Equipment Notes
      then outstanding, together with accrued but unpaid interest thereon (without
      Make-Whole Amount) and other amounts due thereunder or otherwise payable
      hereunder, shall immediately become due and payable without presentment, demand,
      protest or notice, all of which are hereby waived; provided that if an Event
      of
      Default referred to in clause (v), (vi) or (vii) of Section 5.01 hereof shall
      have occurred, then and in every such case the unpaid Original Amount then
      outstanding, together with accrued but unpaid interest (without Make-Whole
      Amount) and all other amounts due hereunder and under the Equipment Notes shall
      immediately and without further act become due and payable without presentment,
      demand, protest or notice, all of which are hereby waived.

     

    This
      Section 5.02(b), however, is subject to the condition that, if at any time
      after
      the Original Amount of the Equipment Notes shall have become so due and payable,
      and before any judgment or decree for the payment of the money so due, or any
      thereof, shall be entered, all overdue payments of interest upon the Equipment
      Notes and all other amounts payable hereunder or under the Equipment Notes
      (except the Original Amount of the Equipment Notes and any Make-Whole Amount
      which by such declaration shall have become payable) shall have been duly paid,
      and every other Default and Event of Default with respect to any covenant or
      provision of this Trust Indenture shall have been cured, then and in every
      such
      case a Majority in Interest of Note Holders may (but shall not be obligated
      to),
      by written instrument filed with the Mortgagee, rescind and annul the
      Mortgagee’s declaration (or such automatic acceleration) and its consequences;
      but no such rescission or annulment shall extend to or affect any subsequent
      Default or Event of Default or impair any right consequent thereon.

     

    (c) The
      Note
      Holders shall be entitled, at any sale pursuant to this Section 5.02, to credit
      against any purchase price bid at such sale by such holder all or any part
      of
      the unpaid obligations owing to such Note Holder and secured by the Lien of
      this
      Trust Indenture (only to the extent that such purchase price would have been
      paid to such Note Holder pursuant to Article III hereof if such purchase price
      were paid in cash and the foregoing provisions of this subsection (c) were
      not
      given effect).

     

    (d) In
      the
      event of any sale of the Collateral, or any part thereof, pursuant to any
      judgment or decree of any court or otherwise in connection with the enforcement
      of any of the terms of this Trust Indenture, the unpaid Original Amount of
      all
      Equipment Notes then outstanding, together with accrued interest thereon
      (without Make-Whole Amount), and other amounts due thereunder, shall immediately
      become due and payable without presentment, demand, protest or notice, all
      of
      which are hereby waived.

     

    (e) Notwithstanding
      anything contained herein, (i) so long as the Pass Through Trustee under any
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    Mortgagee
      will not be authorized or empowered to acquire title to any Collateral or take
      any action with respect to any Collateral so acquired by it if such acquisition
      or action would cause any Trust to fail to qualify as a “grantor trust” for
      federal income tax purposes, and (ii) the Mortgagee will not take any action
      that would violate Sections 4.1(a)(ii) or 4.1(a)(iii) of the Intercreditor
      Agreement. 

     

    SECTION
      5.03.  Return of Aircraft,
      Etc.

     

    (a) If
      an
      Event of Default shall have occurred and be continuing and the Equipment Notes
      have been accelerated, at the request of the Mortgagee, the Owner shall promptly
      execute and deliver to the Mortgagee such instruments of title and other
      documents as the Mortgagee may deem necessary or advisable to enable the
      Mortgagee or an agent or representative designated by the Mortgagee, at such
      time or times and place or places as the Mortgagee may specify, to obtain
      possession of all or any part of the Collateral to which the Mortgagee shall
      at
      the time be entitled hereunder. If the Owner shall for any reason fail to
      execute and deliver such instruments and documents after such request by the
      Mortgagee, the Mortgagee may (i) obtain a judgment conferring on the Mortgagee
      the right to immediate possession and requiring the Owner to execute and deliver
      such instruments and documents to the Mortgagee, to the entry of which judgment
      the Owner hereby specifically consents to the fullest extent permitted by Law,
      and (ii) pursue all or part of such Collateral wherever it may be found and
      may
      enter any of the premises of Owner wherever such Collateral may be or be
      supposed to be and search for such Collateral and take possession of and remove
      such Collateral. All expenses of obtaining such judgment or of pursuing,
      searching for and taking such property shall, until paid, be secured by the
      Lien
      of this Trust Indenture.

     

    (b) Upon
      every such taking of possession, the Mortgagee may, from time to time, at the
      expense of the Collateral, make all such expenditures for maintenance, use,
      operation, storage, insurance, leasing, control, management, disposition,
      modifications or alterations to and of the Collateral, as it may deem proper.
      In
      each such case, the Mortgagee shall have the right to maintain, use, operate,
      store, insure, lease, control, manage, dispose of, modify or alter the
      Collateral and to exercise all rights and powers of the Owner relating to the
      Collateral, as the Mortgagee shall deem best, including the right to enter
      into
      any and all such agreements with respect to the maintenance, use, operation,
      storage, insurance, leasing, control, management, disposition, modification
      or
      alteration of the Collateral or any part thereof as the Mortgagee may determine,
      and the Mortgagee shall be entitled to collect and receive directly all rents,
      revenues and other proceeds of the Collateral and every part thereof, without
      prejudice, however, to the right of the Mortgagee under any provision of this
      Trust Indenture to collect and receive all cash held by, or required to be
      deposited with, the Mortgagee hereunder. Such rents, revenues and other proceeds
      shall be applied to pay the expenses of the maintenance, use, operation,
      storage, insurance, leasing, control, management, disposition, improvement,
      modification or alteration of the Collateral and of conducting the business
      thereof, and to make all payments which the Mortgagee may be required or may
      elect to make, if any, for taxes, assessments, insurance or other proper charges
      upon the Collateral or any part thereof (including the employment of engineers
      and accountants to examine, inspect and make reports upon the properties and
      books and records of the Owner), and all other payments which the Mortgagee
      may
      be required or authorized to make under any provision of this Trust Indenture,
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    just
      and
      reasonable compensation for the services of the Mortgagee, and of all persons
      properly engaged and employed by the Mortgagee with respect hereto.

     

    SECTION
      5.04.  Remedies
      Cumulative

     

    Each
      and
      every right, power and remedy given to the Mortgagee specifically or otherwise
      in this Trust Indenture shall be cumulative and shall be in addition to every
      other right, power and remedy herein specifically given or now or hereafter
      existing at Law, in equity or by statute, and each and every right, power and
      remedy whether specifically herein given or otherwise existing may be exercised
      from time to time and as often and in such order as may be deemed expedient
      by
      the Mortgagee, and the exercise or the beginning of the exercise of any power
      or
      remedy shall not be construed to be a waiver of the right to exercise at the
      same time or thereafter any other right, power or remedy. No delay or omission
      by the Mortgagee in the exercise of any right, remedy or power or in the
      pursuance of any remedy shall impair any such right, power or remedy or be
      construed to be a waiver of any default on the part of the Owner or to be an
      acquiescence therein.

     

    SECTION
      5.05.  Discontinuance of
      Proceedings

     

    In
      case
      the Mortgagee shall have instituted any proceeding to enforce any right, power
      or remedy under this Trust Indenture by foreclosure, entry or otherwise, and
      such proceedings shall have been discontinued or abandoned for any reason or
      shall have been determined adversely to the Mortgagee, then and in every such
      case the Owner and the Mortgagee shall, subject to any determination in such
      proceedings, be restored to their former positions and rights hereunder with
      respect to the Collateral, and all rights, remedies and powers of the Owner
      or
      the Mortgagee shall continue as if no such proceedings had been
      instituted.

     

    SECTION
      5.06.  Waiver of Past
      Defaults

     

    Upon
      written instruction from a Majority in Interest of Note Holders, the Mortgagee
      shall waive any past Default hereunder and its consequences and upon any such
      waiver such Default shall cease to exist and any Event of Default arising
      therefrom shall be deemed to have been cured for every purpose of this Trust
      Indenture, but no such waiver shall extend to any subsequent or other Default
      or
      impair any right consequent thereon; provided, that in the absence of written
      instructions from all the Note Holders, the Mortgagee shall not waive any
      Default (i) in the payment of the Original Amount, Make-Whole Amount, if any,
      and interest and other amounts due under any Equipment Note then outstanding,
      or
      (ii) in respect of a covenant or provision hereof which, under Article X hereof,
      cannot be modified or amended without the consent of each Note
      Holder.

     

    SECTION
      5.07.  Appointment of
      Receiver

     

    The
      Mortgagee shall, as a matter of right, be entitled to the appointment of a
      receiver (who may be the Mortgagee or any successor or nominee thereof) for
      all
      or any part of the Collateral, whether such receivership be incidental to a
      proposed sale of the Collateral or the taking of possession thereof or
      otherwise, and the Owner hereby consents to the appointment of such a receiver
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    part
      of
      the Collateral shall be entitled to exercise all the rights and powers of the
      Mortgagee with respect to the Collateral.

     

    SECTION
      5.08.  Mortgagee Authorized to Execute
      Bills of Sale, Etc.

     

    The
      Owner
      irrevocably appoints, while an Event of Default has occurred and is continuing,
      the Mortgagee the true and lawful attorney-in-fact of the Owner (which
      appointment is coupled with an interest) in its name and stead and on its
      behalf, for the purpose of effectuating any sale, assignment, transfer or
      delivery for the enforcement of the Lien of this Trust Indenture, whether
      pursuant to foreclosure or power of sale, assignments and other instruments
      as
      may be necessary or appropriate, with full power of substitution, the Owner
      hereby ratifying and confirming all that such attorney or any substitute shall
      do by virtue hereof in accordance with applicable law. Nevertheless, if so
      requested by the Mortgagee or any purchaser, the Owner shall ratify and confirm
      any such sale, assignment, transfer or delivery, by executing and delivering
      to
      the Mortgagee or such purchaser all bills of sale, assignments, releases and
      other proper instruments to effect such ratification and confirmation as may
      be
      designated in any such request.

     

    SECTION
      5.09.  Rights of Note Holders to Receive
      Payment

     

    Notwithstanding
      any other provision of this Trust Indenture, the right of any Note Holder to
      receive payment of principal of, and premium, if any, and interest on an
      Equipment Note on or after the respective due dates expressed in such Equipment
      Note, or to bring suit for the enforcement of any such payment on or after
      such
      respective dates in accordance with the terms hereof, shall not be impaired
      or
      affected without the consent of such Note Holder.

     

    ARTICLE
      VI

     

    DUTIES
      OF THE MORTGAGEE

     

    SECTION
      6.01.  Notice of Event of
      Default

     

    If
      the
      Mortgagee shall have Actual Knowledge of an Event of Default or of a Default
      arising from a failure to pay any installment of principal and interest on
      any
      Equipment Note, the Mortgagee shall give prompt written notice thereof to each
      Note Holder. Subject to the terms of Sections 5.06, 6.02 and 6.03 hereof, the
      Mortgagee shall take such action, or refrain from taking such action, with
      respect to such Event of Default or Default (including with respect to the
      exercise of any rights or remedies hereunder) as the Mortgagee shall be
      instructed in writing by a Majority in Interest of Note Holders. Subject to
      the
      provisions of Section 6.03, if the Mortgagee shall not have received
      instructions as above provided within 20 days after mailing notice of such
      Event
      of Default to the Note Holders, the Mortgagee may, subject to instructions
      thereafter received pursuant to the preceding provisions of this Section 6.01,
      take such action, or refrain from taking such action, but shall be under no
      duty
      to take or refrain from taking any action, with respect to such Event of Default
      or Default as it shall determine advisable in the best interests of the Note
      Holders; provided,
      however,
      that
      the Mortgagee may not sell the Aircraft or any Engine without the consent of
      a
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    purposes
      of this Trust Indenture, in the absence of Actual Knowledge on the part of
      the
      Mortgagee, the Mortgagee shall not be deemed to have knowledge of a Default
      or
      an Event of Default (except, the failure of Owner to pay any installment of
      principal or interest within one Business Day after the same shall become due,
      which failure shall constitute knowledge of a Default) unless notified in
      writing by the Owner or one or more Note Holders.

     

    SECTION
      6.02.  Action Upon Instructions; Certain
      Rights and Limitations

     

    Subject
      to the terms of Sections 5.02(a), 5.06, 6.01 and 6.03 hereof, upon the written
      instructions at any time and from time to time of a Majority in Interest of
      Note
      Holders, the Mortgagee shall, subject to the terms of this Section 6.02, take
      such of the following actions as may be specified in such instructions: (i)
      give
      such notice or direction or exercise such right, remedy or power hereunder
      as
      shall be specified in such instructions and (ii) give such notice or direction
      or exercise such right, remedy or power hereunder with respect to any part
      of
      the Collateral as shall be specified in such instructions; it being understood
      that without the written instructions of a Majority in Interest of Note Holders,
      the Mortgagee shall not, except as provided in Section 6.01, approve any
      such matter as satisfactory to the Mortgagee.

     

    The
      Mortgagee will execute and the Owner will file such continuation statements
      with
      respect to financing statements relating to the security interest created
      hereunder in the Collateral as may be specified from time to time in written
      instructions of a Majority in Interest of Note Holders (which instructions
      shall
      be accompanied by the form of such continuation statement so to be filed).
      The
      Mortgagee will furnish to each Note Holder, promptly upon receipt thereof,
      duplicates or copies of all reports, notices, requests, demands, certificates
      and other instruments furnished to the Mortgagee hereunder.

     

    SECTION
      6.03.  Indemnification

     

    The
      Mortgagee shall not be required to take any action or refrain from taking any
      action under Section 6.01 (other than the first sentence thereof), 6.02 or
      Article V hereof unless the Mortgagee shall have been indemnified to its
      reasonable satisfaction against any liability, cost or expense (including
      counsel fees) which may be incurred in connection therewith pursuant to a
      written agreement with one or more Note Holders. The Mortgagee agrees that
      it
      shall look solely to the Note Holders for the satisfaction of any indemnity
      (except expenses for foreclosure of the type referred to in clause “First” of
      Section 3.03 hereof) owed to it pursuant to this Section 6.03. The Mortgagee
      shall not be under any obligation to take any action under this Trust Indenture
      or any other Operative Agreement and nothing herein or therein shall require
      the
      Mortgagee to expend or risk its own funds or otherwise incur the risk of any
      financial liability in the performance of any of its rights or powers if it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it (the written indemnity of any Note Holder who is a QIB, signed by an
      authorized officer thereof, in favor of, delivered to and in form reasonably
      satisfactory to the Mortgagee shall be accepted as reasonable assurance of
      adequate indemnity). The Mortgagee shall not be required to take any action
      under Section 6.01 (other than the first sentence thereof) or 6.02 or Article
      V
      hereof, nor shall any other provision of this Trust Indenture or any other
      Operative Agreement be deemed to impose a duty on the Mortgagee to take any
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    Mortgagee
      shall have been advised by counsel that such action is contrary to the terms
      hereof or is otherwise contrary to Law.

     

    SECTION
      6.04.  No Duties Except as Specified in
      Trust Indenture or Instructions

     

    The
      Mortgagee shall not have any duty or obligation to use, operate, store, lease,
      control, manage, sell, dispose of or otherwise deal with the Aircraft or any
      other part of the Collateral, or to otherwise take or refrain from taking any
      action under, or in connection with, this Trust Indenture or any part of the
      Collateral, except as expressly provided by the terms of this Trust Indenture
      or
      as expressly provided in written instructions from Note Holders as provided
      in
      this Trust Indenture; and no implied duties or obligations shall be read into
      this Trust Indenture against the Mortgagee. The Mortgagee agrees that it will
      in
      its individual capacity and at its own cost and expense (but without any right
      of indemnity in respect of any such cost or expense under Section 8.01 hereof),
      promptly take such action as may be necessary duly to discharge all liens and
      encumbrances on any part of the Collateral which result from claims against
      it
      in its individual capacity not related to the administration of the Collateral
      or any other transaction pursuant to this Trust Indenture or any document
      included in the Collateral.

     

    SECTION
      6.05.  No Action Except Under Trust
      Indenture or Instructions

     

    The
      Mortgagee will not use, operate, store, lease, control, manage, sell, dispose
      of
      or otherwise deal with the Aircraft or any other part of the Collateral except
      in accordance with the powers granted to, or the authority conferred upon the
      Mortgagee pursuant to this Trust Indenture and in accordance with the express
      terms hereof.

     

    SECTION
      6.06.  Investment of Amounts Held by
      Mortgagee

     

    Any
      amounts held by the Mortgagee pursuant to Section 3.02, 3.03 or 3.07 or pursuant
      to any provision of any other Operative Agreement providing for amounts to
      be
      held by the Mortgagee which are not distributed pursuant to the other provisions
      of Article III hereof shall be invested by the Mortgagee from time to time
      in
      Cash Equivalents as directed by the Owner so long as the Mortgagee may acquire
      the same using its best efforts. All Cash Equivalents held by the Mortgagee
      pursuant to this Section 6.06 shall either be (a) registered in the name of,
      payable to the order of, or specially endorsed to, the Mortgagee, or (b) held
      in
      an Eligible Account. Unless otherwise expressly provided in this Trust
      Indenture, any income realized as a result of any such investment, net of the
      Mortgagee’s reasonable fees and expenses in making such investment, shall be
      held and applied by the Mortgagee in the same manner as the principal amount
      of
      such investment is to be applied and any losses, net of earnings and such
      reasonable fees and expenses, shall be charged against the principal amount
      invested. The Mortgagee shall not be liable for any loss resulting from any
      investment required to be made by it under this Trust Indenture other than
      by
      reason of its willful misconduct or gross negligence or negligence in the
      handling of funds, and any such investment may be sold (without regard to its
      maturity) by the Mortgagee without instructions whenever such sale is necessary
      to make a distribution required by this Trust Indenture.

    


    
      
        
          
          

        

        
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    ARTICLE
      VII

     

    THE
      MORTGAGEE

     

    SECTION
      7.01.  Acceptance of Trusts and
      Duties

     

    The
      Mortgagee accepts the duties hereby created and applicable to it and agrees
      to
      perform the same but only upon the terms of this Trust Indenture and agrees
      to
      receive and disburse all monies constituting part of the Collateral in
      accordance with the terms hereof. The Mortgagee, in its individual capacity,
      shall not be answerable or accountable under any circumstances, except (i)
      for
      its own willful misconduct or gross negligence (other than for the handling
      of
      funds, for which the standard of accountability shall be willful misconduct
      or
      negligence), (ii) as provided in the fourth sentence of Section 2.04(a) hereof
      and the last sentence of Section 6.04 hereof, and (iii) from the inaccuracy
      of
      any representation or warranty of the Mortgagee (in its individual capacity)
      in
      the Participation Agreement or expressly made hereunder.

     

    SECTION
      7.02.  Absence of
      Duties

     

    Except
      in
      accordance with written instructions furnished pursuant to Section 6.01 or
      6.02
      hereof, and except as provided in, and without limiting the generality of,
      Sections 6.03, 6.04 and 7.07 hereof the Mortgagee shall have no duty (i) to
      see
      to any registration of the Aircraft or any recording or filing of this Trust
      Indenture or any other document, or to see to the maintenance of any such
      registration, recording or filing, (ii) to see to any insurance on the Aircraft
      or to effect or maintain any such insurance, whether or not Owner shall be
      in
      default with respect thereto, (iii) to see to the payment or discharge of any
      lien or encumbrance of any kind against any part of the Collateral, (iv) to
      confirm, verify or inquire into the failure to receive any financial statements
      from Owner, or (v) to inspect the Aircraft at any time or ascertain or inquire
      as to the performance or observance of any of Owner’s covenants herein or any
      Permitted Lessee’s covenants under any assigned Permitted Lease with respect to
      the Aircraft.

     

    SECTION
      7.03.  No Representations or Warranties
      as to Aircraft or Documents

     

    THE
      MORTGAGEE IN ITS INDIVIDUAL OR TRUST CAPACITY DOES NOT MAKE AND SHALL NOT BE
      DEEMED TO HAVE MADE AND HEREBY EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
      WARRANTY, EXPRESS OR IMPLIED, AS TO THE TITLE, AIRWORTHINESS, VALUE, COMPLIANCE
      WITH SPECIFICATIONS, CONDITION, DESIGN, QUALITY, DURABILITY, OPERATION,
      MERCHANTABILITY OR FITNESS FOR USE FOR A PARTICULAR PURPOSE OF THE AIRCRAFT
      OR
      ANY ENGINE, AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
      DISCOVERABLE, AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK
      OR
      COPYRIGHT, AS TO THE ABSENCE OF OBLIGATIONS BASED ON STRICT LIABILITY IN TORT
      OR
      ANY OTHER REPRESENTATION OR WARRANTY WHATSOEVER. The Mortgagee, in its
      individual or trust capacities, does not make or shall not be deemed to have
      made any representation or warranty as to the validity, legality or
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    Agreement,
      the Equipment Notes, or the Purchase Agreement, or as to the correctness of
      any
      statement contained in any thereof, except for the representations and
      warranties of the Owner made in its individual capacity and the representations
      and warranties of the Mortgagee in its individual capacity, in each case
      expressly made in this Trust Indenture or in the Participation Agreement. The
      Note Holders make no representation or warranty hereunder
      whatsoever.

     

    SECTION
      7.04.  No Segregation of Monies; No
      Interest

     

    Except
      as
      otherwise provided in Section 3.07 hereof, any monies paid to or retained by
      the
      Mortgagee pursuant to any provision hereof and not then required to be
      distributed to the Note Holders, or the Owner as provided in Article III hereof
      need not be segregated in any manner except to the extent required by Law or
      Section 6.06 hereof, and may be deposited under such general conditions as
      may
      be prescribed by Law, and the Mortgagee shall not be liable for any interest
      thereon (except that the Mortgagee shall invest all monies held as directed
      by
      Owner so long as no Event of Default has occurred and is continuing (or in
      the
      absence of such direction, by the Majority In Interest of Note Holders) in
      Cash
      Equivalents; provided,
      however,
      that
      any payments received, or applied hereunder, by the Mortgagee shall be accounted
      for by the Mortgagee so that any portion thereof paid or applied pursuant hereto
      shall be identifiable as to the source thereof.

     

    SECTION
      7.05.  Reliance; Agreements; Advice of
      Counsel

     

    The
      Mortgagee shall not incur any liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, bond or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Mortgagee may
      accept a copy of a resolution of the Board of Directors (or Executive Committee
      thereof) of the Owner, certified by the Secretary or an Assistant Secretary
      thereof as duly adopted and in full force and effect, as conclusive evidence
      that such resolution has been duly adopted and that the same is in full force
      and effect. As to the aggregate unpaid Original Amount of Equipment Notes
      outstanding as of any date, the Owner may for all purposes hereof rely on a
      certificate signed by any Vice President or other authorized corporate trust
      officer of the Mortgagee. As to any fact or matter relating to the Owner the
      manner of the ascertainment of which is not specifically described herein,
      the
      Mortgagee may for all purposes hereof rely on a certificate, signed by a duly
      authorized officer of the Owner, as to such fact or matter, and such certificate
      shall constitute full protection to the Mortgagee for any action taken or
      omitted to be taken by it in good faith in reliance thereon. In the
      administration of the trusts hereunder, the Mortgagee may execute any of the
      trusts or powers hereof and perform its powers and duties hereunder directly
      or
      through agents or attorneys and may, at the expense of the Collateral, advise
      with counsel, accountants and other skilled persons to be selected and retained
      by it, and the Mortgagee shall not be liable for anything done, suffered or
      omitted in good faith by it in accordance with the written advice or written
      opinion of any such counsel, accountants or other skilled persons.

    


    
      
        
          
          

        

        
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    SECTION
      7.06.  Compensation

     

    The
      Mortgagee shall be entitled to reasonable compensation, including expenses
      and
      disbursements (including the reasonable fees and expenses of counsel), for
      all
      services rendered hereunder and shall, on and subsequent to an Event of Default
      hereunder, have a priority claim on the Collateral for the payment of such
      compensation, to the extent that such compensation shall not be paid by Owner,
      and shall have the right, on and subsequent to an Event of Default hereunder,
      to
      use or apply any monies held by it hereunder in the Collateral toward such
      payments. The Mortgagee agrees that it shall have no right against the Note
      Holders for any fee as compensation for its services as trustee under this
      Trust
      Indenture.

     

    SECTION
      7.07.  Instructions from Note
      Holders

     

    In
      the
      administration of the trusts created hereunder, the Mortgagee shall have the
      right to seek instructions from a Majority in Interest of Note Holders should
      any provision of this Trust Indenture appear to conflict with any other
      provision herein or should the Mortgagee’s duties or obligations hereunder be
      unclear, and the Mortgagee shall incur no liability in refraining from acting
      until it receives such instructions. The Mortgagee shall be fully protected
      for
      acting in accordance with any instructions received under this Section
      7.07.

     

    ARTICLE
      VIII

     

    INDEMNIFICATION

     

    SECTION
      8.01.  Scope of
      Indemnification

     

    The
      Mortgagee shall be indemnified by the Owner to the extent and in the manner
      provided in Section 8 of the Participation Agreement.

     

    ARTICLE
      IX

     

    SUCCESSOR
      AND SEPARATE TRUSTEES

     

    SECTION
      9.01.  Resignation of Mortgagee;
      Appointment of Successor

     

    (a) The
      Mortgagee or any successor thereto may resign at any time without cause by
      giving at least 30 days’ prior written notice to the Owner and each Note Holder,
      such resignation to be effective upon the acceptance of the trusteeship by
      a
      successor Mortgagee. In addition, a Majority in Interest of Note Holders may
      at
      any time (but only with the consent of Owner, which consent shall not be
      unreasonably withheld, except that such consent shall not be necessary if an
      Event of Default is continuing) remove the Mortgagee without cause by an
      instrument in writing delivered to the Owner and the Mortgagee, and the
      Mortgagee shall promptly notify each Note Holder thereof in writing, such
      removal to be effective upon the acceptance of the trusteeship by a successor
      Mortgagee. In the case of the resignation or removal of the Mortgagee, a
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    Mortgagee
      by an instrument signed by such holders, which successor, so long as no Event
      of
      Default shall have occurred and be continuing, shall be subject to Owner’s
      reasonable approval. If a successor Mortgagee shall not have been appointed
      within 30 days after such notice of resignation or removal, the Mortgagee,
      the
      Owner or any Note Holder may apply to any court of competent jurisdiction to
      appoint a successor Mortgagee to act until such time, if any, as a successor
      shall have been appointed as above provided. The successor Mortgagee so
      appointed by such court shall immediately and without further act be superseded
      by any successor Mortgagee appointed as above provided.

     

    (b) Any
      successor Mortgagee, however appointed, shall execute and deliver to the Owner
      and the predecessor Mortgagee an instrument accepting such appointment and
      assuming the obligations of the Mortgagee arising from and after the time of
      such appointment, and thereupon such successor Mortgagee, without further act,
      shall become vested with all the estates, properties, rights, powers and duties
      of the predecessor Mortgagee hereunder in the trust hereunder applicable to
      it
      with like effect as if originally named the Mortgagee herein; but nevertheless
      upon the written request of such successor Mortgagee, such predecessor Mortgagee
      shall execute and deliver an instrument transferring to such successor
      Mortgagee, upon the trusts herein expressed applicable to it, all the estates,
      properties, rights and powers of such predecessor Mortgagee, and such
      predecessor Mortgagee shall duly assign, transfer, deliver and pay over to
      such
      successor Mortgagee all monies or other property then held by such predecessor
      Mortgagee hereunder.

     

    (c) Any
      successor Mortgagee, however appointed, shall be a bank or trust company having
      its principal place of business in the Borough of Manhattan, City and State
      of
      New York; Chicago, Illinois; Hartford, Connecticut; Wilmington, Delaware; or
      Boston, Massachusetts and having (or whose obligations under the Operative
      Agreements are guaranteed by an affiliated entity having) a combined capital
      and
      surplus of at least $100,000,000, if there be such an institution willing,
      able
      and legally qualified to perform the duties of the Mortgagee hereunder upon
      reasonable or customary terms.

     

    (d) Any
      corporation into which the Mortgagee may be merged or converted or with which
      it
      may be consolidated, or any corporation resulting from any merger, conversion
      or
      consolidation to which the Mortgagee shall be a party, or any corporation to
      which substantially all the corporate trust business of the Mortgagee may be
      transferred, shall, subject to the terms of paragraph (c) of this Section 9.01,
      be a successor Mortgagee and the Mortgagee under this Trust Indenture without
      further act.

     

    (e) The
      Owner
      consents to any change in the identity of the Mortgagee on the International
      Registry occasioned by provisions of this Section 9.01, and if required by
      the International Registry to reflect such change, will provide its consent
      thereto.

     

    SECTION
      9.02.  Appointment of Additional and
      Separate Trustees

     

    (a) Whenever
      (i) the Mortgagee shall deem it necessary or desirable in order to conform
      to
      any Law of any jurisdiction in which all or any part of the Collateral shall
      be
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    Collateral,
      this Trust Indenture, any other Indenture Agreement, the Equipment Notes or
      any
      of the transactions contemplated by the Participation Agreement, (ii) the
      Mortgagee shall be advised by counsel satisfactory to it that it is so necessary
      or prudent in the interests of the Note Holders (and the Mortgagee shall so
      advise the Owner), or (iii) the Mortgagee shall have been requested to do so
      by
      a Majority in Interest of Note Holders, then in any such case, the Mortgagee
      and, upon the written request of the Mortgagee, the Owner, shall execute and
      deliver an indenture supplemental hereto and such other instruments as may
      from
      time to time be necessary or advisable either (1) to constitute one or more
      bank
      or trust companies or one or more persons approved by the Mortgagee, either
      to
      act jointly with the Mortgagee as additional trustee or trustees of all or
      any
      part of the Collateral, or to act as separate trustee or trustees of all or
      any
      part of the Collateral, in each case with such rights, powers, duties and
      obligations consistent with this Trust Indenture as may be provided in such
      supplemental indenture or other instruments as the Mortgagee or a Majority
      in
      Interest of Note Holders may deem necessary or advisable, or (2) to clarify,
      add
      to or subtract from the rights, powers, duties and obligations theretofore
      granted any such additional or separate trustee, subject in each case to the
      remaining provisions of this Section 9.02. If the Owner shall not have taken
      any
      action requested of it under this Section 9.02(a) that is permitted or required
      by its terms within 15 days after the receipt of a written request from the
      Mortgagee so to do, or if an Event of Default shall have occurred and be
      continuing, the Mortgagee may act under the foregoing provisions of this Section
      9.02(a) without the concurrence of the Owner, and the Owner hereby irrevocably
      appoints (which appointment is coupled with an interest) the Mortgagee, its
      agent and attorney-in-fact to act for it under the foregoing provisions of
      this
      Section 9.02(a) in either of such contingencies. The Mortgagee may, in such
      capacity, execute, deliver and perform any such supplemental indenture, or
      any
      such instrument, as may be required for the appointment of any such additional
      or separate trustee or for the clarification of, addition to or subtraction
      from
      the rights, powers, duties or obligations theretofore granted to any such
      additional or separate trustee. In case any additional or separate trustee
      appointed under this Section 9.02(a) shall die, become incapable of acting,
      resign or be moved, all the assets, property, rights, powers, trusts, duties
      and
      obligations of such additional or separate trustee shall revert to the Mortgagee
      until a successor additional or separate trustee is appointed as provided in
      this Section 9.02(a).

     

    (b) No
      additional or separate trustee shall be entitled to exercise any of the rights,
      powers, duties and obligations conferred upon the Mortgagee in respect of the
      custody, investment and payment of monies and all monies received by any such
      additional or separate trustee from or constituting part of the Collateral
      or
      otherwise payable under any Operative Agreement to the Mortgagee shall be
      promptly paid over by it to the Mortgagee. All other rights, powers, duties
      and
      obligations conferred or imposed upon any additional or separate trustee shall
      be exercised or performed by the Mortgagee and such additional or separate
      trustee jointly except to the extent that applicable Law of any jurisdiction
      in
      which any particular act is to be performed renders the Mortgagee incompetent
      or
      unqualified to perform such act, in which event such rights, powers, duties
      and
      obligations (including the holding of title to all or part of the Collateral
      in
      any such jurisdiction) shall be exercised and performed by such additional
      or
      separate trustee. No additional or separate trustee shall take any discretionary
      action except on the instructions of the Mortgagee or a Majority in Interest
      of
      Note Holders. No trustee hereunder shall be personally liable by reason of
      any
      act or omission of any other trustee hereunder, except that the Mortgagee shall
      be liable for the consequences of its lack of reasonable care in selecting,
      

    


    
      
        
          
          

        

        
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    and
      the
      Mortgagee’s own actions in acting with, any additional or separate trustee. Each
      additional or separate trustee appointed pursuant to this Section 9.02 shall
      be
      subject to, and shall have the benefit of Articles V through IX and Article
      XI
      hereof insofar as they apply to the Mortgagee. The powers of any additional
      or
      separate trustee appointed pursuant to this Section 9.02 shall not in any case
      exceed those of the Mortgagee hereunder.

     

    (c) If
      at any
      time the Mortgagee shall deem it no longer necessary or in order to conform
      to
      any such Law or take any such action or shall be advised by such counsel that
      it
      is no longer so necessary or desirable in the interest of the Note Holders,
      or
      in the event that the Mortgagee shall have been requested to do so in writing
      by
      a Majority in Interest of Note Holders, the Mortgagee and, upon the written
      request of the Mortgagee, the Owner, shall execute and deliver an indenture
      supplemental hereto and all other instruments and agreements necessary or proper
      to remove any additional or separate trustee. The Mortgagee may act on behalf
      of
      the Owner under this Section 9.02(c) when and to the extent it could so act
      under Section 9.02(a) hereof.

     

    ARTICLE
      X

     

    SUPPLEMENTS
      AND AMENDMENTS TO THIS TRUST INDENTURE

     

    AND
      OTHER DOCUMENTS

     

    SECTION
      10.01.  Instructions of Majority;
      Limitations

     

    (a) The
      Mortgagee agrees with the Note Holders that it shall not enter into any
      amendment, waiver or modification of, supplement or consent to this Trust
      Indenture, or any other Operative Agreement to which it is a party, unless
      such
      supplement, amendment, waiver, modification or consent is consented to in
      writing by a Majority in Interest of Note Holders, but upon the written request
      of a Majority in Interest of Note Holders, the Mortgagee shall from time to
      time
      enter into any such supplement or amendment, or execute and deliver any such
      waiver, modification or consent, as may be specified in such request and as
      may
      be (in the case of any such amendment, supplement or modification), to the
      extent such agreement is required, agreed to by the Owner and, as may be
      appropriate, the Airframe Manufacturer or the Engine Manufacturer; provided,
      however,
      that,
      without the consent of each holder of an affected Equipment Note then
      outstanding and the Liquidity Providers, no such amendment, waiver or
      modification of the terms of, or consent under, any thereof, shall (i) modify
      any of the provisions of this Section 10.01, or of Article II or III or Section
      5.01, 5.02(c), 5.02(d), or 6.02 hereof, the definitions of “Event of Default,”
“Default,” “Majority in Interest of Note Holders,” “Make-Whole Amount” or “Note
      Holder,” or the percentage of Note Holders required to take or approve any
      action hereunder, (ii) reduce the amount, or change the time of payment or
      method of calculation of any amount, of Original Amount, Make-Whole Amount,
      if
      any, or interest with respect to any Equipment Note, (iii) reduce, modify or
      amend any indemnities in favor of the Mortgagee or the Note Holders (except
      that
      the Mortgagee may consent to any waiver or reduction of an indemnity payable
      to
      it), or the other Indenture Indemnitees or (iv) permit the creation of any
      Lien
      on the Trust Indenture Estate or any part thereof other than Permitted Liens
      or
      deprive any Note Holder of the benefit of the Lien of this Trust Indenture
      on
      the Collateral, 

    


    
      
        
          
          

        

        
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    except
      as
      provided in connection with the exercise of remedies under Article V hereof;
      provided,
      further,
      that
      without the consent of each holder of an affected Related Equipment Note then
      outstanding, no such amendment, waiver or modification of terms of, or consent
      under, any thereof shall modify Section 3.03 or deprive any Related Note Holder
      of the benefit of the Lien of this Trust Indenture on the Collateral, except
      as
      provided in connection with the exercise of remedies under Article V hereof.
      Notwithstanding the foregoing, without the consent of the affected Liquidity
      Provider neither the Owner nor the Mortgagee shall enter into any amendment,
      waiver or modification of, supplement or consent to this Trust Indenture or
      the
      other Operative Agreements which shall reduce, modify or amend any indemnities
      in favor of such Liquidity Provider. 

     

    (b) The
      Owner
      and the Mortgagee may enter into one or more agreements supplemental hereto
      without the consent of any Note Holder for any of the following purposes: (i)
      (a) to cure any defect or inconsistency herein or in the Equipment Notes, or
      to
      make any change not inconsistent with the provisions hereof (provided
      that
      such change does not adversely affect the interests of any Note Holder in its
      capacity solely as Note Holder) or (b) to cure any ambiguity or correct any
      mistake; (ii) to evidence the succession of another party as the Owner in
      accordance with the terms hereof or to evidence the succession of a new trustee
      hereunder pursuant hereto, the removal of the trustee hereunder or the
      appointment of any co-trustee or co-trustees or any separate or additional
      trustee or trustees; (iii) to convey, transfer, assign, mortgage or pledge
      any
      property to or with the Mortgagee or to make any other provisions with respect
      to matters or questions arising hereunder so long as such action shall not
      adversely affect the interests of the Note Holders in its capacity solely as
      Note Holder; (iv) to correct or amplify the description of any property at
      any
      time subject to the Lien of this Trust Indenture or better to assure, convey
      and
      confirm unto the Mortgagee any property subject or required to be subject to
      the
      Lien of this Trust Indenture, the Airframe or Engines or any Replacement
      Airframe or Replacement Engine; (v) to add to the covenants of the Owner for
      the
      benefit of the Note Holders, or to surrender any rights or power herein
      conferred upon the Owner; (vi) to add to the rights of the Note Holders; (vii)
      to provide for the reissuance of Series B Equipment Notes (and Related
      Series B Equipment Notes) or Series C Equipment Notes (and Related Series C
      Equipment Notes) or the issuance or reissuance from time to time of one or
      more
      series of Additional Series Equipment Notes (and any Related Additional Series
      Equipment Notes) and for pass through certificates issued by any pass through
      trust that acquires any such Equipment Notes and to make changes relating to
      any
      of the foregoing (including without limitation to further provide for the
      issuance of more than one series of Additional Series Equipment Notes (including
      without limitation to provide for the relative priority of different series
      of
      Additional Series Equipment Notes as between such series) and to provide for
      any
      credit support for any such issued or reissued Equipment Notes or Related
      Equipment Notes (including without limitation to secure claims for fees,
      interest, expenses, reimbursement of advances and other obligations arising
      from
      such credit support (including without limitation to specify such credit support
      as a “Liquidity Facility” and the provider of any such credit support as a
“Liquidity Provider”)), provided that such Equipment Notes are issued in
      accordance with the Note Purchase Agreement and Section 9.1 of the Intercreditor
      Agreement; and (viii) to include on the Equipment Notes any legend as may
      be required by Law.

    


    
      
        
          
          

        

        
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    SECTION
      10.02.  Mortgagee
      Protected

     

    If,
      in
      the opinion of the institution acting as Mortgagee hereunder, any document
      required to be executed by it pursuant to the terms of Section 10.01 hereof
      affects any right, duty, immunity or indemnity with respect to such institution
      under this Trust Indenture, such institution may in its discretion decline
      to
      execute such document.

     

    SECTION
      10.03.  Documents Mailed to Note
      Holders

     

    Promptly
      after the execution by the Owner or the Mortgagee of any document entered into
      pursuant to Section 10.01 hereof, the Mortgagee shall mail, by first class
      mail,
      postage prepaid, a copy thereof to Owner (if not a party thereto) and to each
      Note Holder at its address last set forth in the Equipment Note Register, but
      the failure of the Mortgagee to mail such copies shall not impair or affect
      the
      validity of such document.

     

    SECTION
      10.04.  No Request Necessary for Trust
      Indenture Supplement

     

    No
      written request or consent of the Note Holders pursuant to Section 10.01 hereof
      shall be required to enable the Mortgagee to execute and deliver a Trust
      Indenture Supplement specifically required by the terms hereof.

     

    ARTICLE
      XI

     

    MISCELLANEOUS

     

    SECTION
      11.01.  Termination of Trust
      Indenture

     

    Upon
      (or
      at any time after) payment in full of the Original Amount of, Make-Whole Amount,
      if any, and interest on and all other amounts due under all Equipment Notes
      and
      provided that (i) there shall then be no other Secured Obligations due to the
      Indenture Indemnitees, the Note Holders and the Mortgagee hereunder or under
      the
      Participation Agreement, any other Operative Agreement, any Related Equipment
      Note or any Related Indenture and (ii) in the case of any redemption of all
      of
      the Equipment Notes pursuant to Section 2.11(a) hereof, the provisions of the
      foregoing clause (i) shall apply and no Related Indenture Bankruptcy Default
      or
      Related Indenture Event of Default shall have occurred and be continuing, the
      Owner shall direct the Mortgagee to execute and deliver to or as directed in
      writing by the Owner an appropriate instrument releasing the Aircraft and the
      Engines and (subject to paragraph (v) of clause “Third” of Section 3.03 hereof,
      if applicable) all other Collateral from the Lien of the Trust Indenture and
      the
      Mortgagee shall execute and deliver such instrument as aforesaid; provided,
      however,
      that
      this Trust Indenture and the trusts created hereby shall earlier terminate
      and
      this Trust Indenture shall be of no further force or effect upon any sale or
      other final disposition by the Mortgagee of all property constituting part
      of
      the Collateral and the final distribution by the Mortgagee of all monies or
      other property or proceeds constituting part of the Collateral in accordance
      with the terms hereof. Except as aforesaid otherwise provided, this Trust
      Indenture and the trusts created hereby shall continue in full force and effect
      in accordance with the terms hereof.

    


    
      
        
          
          

        

        
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    SECTION
      11.02.  No Legal Title to Collateral in
      Note Holders

     

    No
      holder
      of an Equipment Note or a Related Equipment Note shall have legal title to
      any
      part of the Collateral. No transfer, by operation of law or otherwise, of any
      Equipment Note or Related Equipment Note or other right, title and interest
      of
      any Note Holder or holder of a Related Equipment Note in and to the Collateral
      or hereunder shall operate to terminate this Trust Indenture or entitle such
      holder or any successor or transferee of such holder to an accounting or to
      the
      transfer to it of any legal title to any part of the Collateral.

     

    SECTION
      11.03.  Sale of Aircraft by Mortgagee
      Is Binding

     

    Any
      sale
      or other conveyance of the Collateral, or any part thereof (including any part
      thereof or interest therein), by the Mortgagee made pursuant to the terms of
      this Trust Indenture shall bind the Note Holders and shall be effective to
      transfer or convey all right, title and interest of the Mortgagee, the Owner
      and
      such holders in and to such Collateral or part thereof. No purchaser or other
      grantee shall be required to inquire as to the authorization, necessity,
      expediency or regularity of such sale or conveyance or as to the application
      of
      any sale or other proceeds with respect thereto by the Mortgagee.

     

    SECTION
      11.04.  Trust Indenture for Benefit of
      Owner, Mortgagee, Note Holders and the other Indenture
      Indemnitees

     

    Nothing
      in this Trust Indenture, whether express or implied, shall be construed to
      give
      any person other than the Owner, the Mortgagee, the Note Holders and the other
      Indenture Indemnitees (including the Related Note Holders), any legal or
      equitable right, remedy or claim under or in respect of this Trust Indenture,
      except that the persons referred to in the last paragraph of Section 4.02(b)
      shall be third party beneficiaries of such paragraph.

     

    SECTION
      11.05.  Notices

     

    Unless
      otherwise expressly specified or permitted by the terms hereof, all notices,
      requests, demands, authorizations, directions, consents, waivers or documents
      provided or permitted by this Trust Indenture to be made, given, furnished
      or
      filed shall be in writing, personally delivered or mailed by certified mail,
      postage prepaid, or by facsimile or confirmed telex, and (i) if to the Owner,
      addressed to it at 1600 Smith Street, HQS-FN, Houston, Texas 77002, Attention:
      Treasurer, facsimile number (713) 324-2447, (ii) if to Mortgagee, addressed
      to
      it at its office at Rodney Square North, 1100 North Market Street, Wilmington,
      Delaware 19890, Attention: Corporate Trust Administration, facsimile number
      (302) 636-4140, (iii) if to any Note Holder or any Indenture Indemnitee,
      addressed to such party at such address as such party shall have furnished
      by
      notice to the Owner and the Mortgagee, or, until an address is so furnished,
      addressed to the address of such party (if any) set forth on Schedule 1 to
      the Participation Agreement or in the Equipment Note Register. Whenever any
      notice in writing is required to be given by the Owner or the Mortgagee or
      any
      Note Holder to any of the other of them, such notice shall be deemed given
      and
      such requirement satisfied when such notice is received, or if such notice
      is
      mailed by certified mail, postage prepaid, three Business Days after being
      mailed, addressed as provided above. Any party hereto may change the address
      to
      which 

    


    
      
        
          
          

        

        
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    notices
      to such party will be sent by giving notice of such change to the other parties
      to this Trust Indenture.

     

    SECTION
      11.06.  Severability

     

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

     

    SECTION
      11.07.  No Oral Modification or
      Continuing Waivers

     

    No
      term
      or provision of this Trust Indenture or the Equipment Notes may be changed,
      waived, discharged or terminated orally, but only by an instrument in writing
      signed by the Owner and the Mortgagee, in compliance with Section 10.01 hereof.
      Any waiver of the terms hereof or of any Equipment Note shall be effective
      only
      in the specific instance and for the specific purpose given.

     

    SECTION
      11.08.  Successors and
      Assigns

     

    All
      covenants and agreements contained herein shall be binding upon, and inure
      to
      the benefit of, each of the parties hereto and the permitted successors and
      assigns of each, all as herein provided. Any request, notice, direction,
      consent, waiver or other instrument or action by any Note Holder shall bind
      the
      successors and assigns of such holder. Each Note Holder by its acceptance of
      an
      Equipment Note agrees to be bound by this Trust Indenture and all provisions
      of
      the Operative Agreements applicable to a Note Holder.

     

    SECTION
      11.09.  Headings

     

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

     

    SECTION
      11.10.  Normal Commercial
      Relations

     

    Anything
      contained in this Trust Indenture to the contrary notwithstanding. Owner and
      Mortgagee may conduct any banking or other financial transactions, and have
      banking or other commercial relationships, with Owner, fully to the same extent
      as if this Trust Indenture were not in effect, including without limitation
      the
      making of loans or other extensions of credit to Owner for any purpose
      whatsoever, whether related to any of the transactions contemplated hereby
      or
      otherwise.

     

    SECTION
      11.11.  Governing Law; Counterpart
      Form

     

    THIS
      TRUST INDENTURE SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN
      ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW 

    


    
      
        
          
          

        

        
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    YORK,
      INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS TRUST
      INDENTURE IS BEING DELIVERED IN THE STATE OF NEW YORK. This Trust Indenture
      may
      be executed by the parties hereto in separate counterparts (or upon separate
      signature pages bound together into one or more counterparts), each of which
      when so executed and delivered shall be an original, but all such counterparts
      shall together constitute but one and the same instrument.

     

    SECTION
      11.12.  Voting By Note
      Holders

     

    All
      votes
      of the Note Holders shall be governed by a vote of a Majority in Interest of
      Note Holders, except as otherwise provided herein.

     

    SECTION
      11.13.  Bankruptcy

     

    It
      is the
      intention of the parties that the Mortgagee shall be entitled to the benefits
      of
      Section 1110 with respect to the right to take possession of the Aircraft,
      Airframe, Engines and Parts and to enforce any of its other rights or remedies
      as provided herein in the event of a case under Chapter 11 of the Bankruptcy
      Code in which Owner is a debtor, and in any instance where more than one
      construction is possible of the terms and conditions hereof or any other
      pertinent Operative Agreement, each such party agrees that a construction which
      would preserve such benefits shall control over any construction which would
      not
      preserve such benefits.

    


    
      
        
          
          

        

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

    


    
      	 	
              CONTINENTAL
                AIRLINES, INC.

            
	 	
               

              By:___________________________________

            
	 	
              Name:

            
	 	
              Title:

            
	 	
               

              WILMINGTON
                TRUST COMPANY, 

               

              as
                Mortgagee

            
	 	
               

              By:___________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    
      
        
          
          

        

        
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    ANNEX
      A

     

    DEFINITIONS

     

    GENERAL
      PROVISIONS

     

    (a) In
      each
      Operative Agreement, unless otherwise expressly provided, a reference
      to:

     

    
      	 	
              (i)

            	
              each
                of “Owner,” “Mortgagee,” “Note Holder” or any other person includes,
                without prejudice to the provisions of any Operative Agreement, any
                successor in interest to it and any permitted transferee, permitted
                purchaser or permitted assignee of
                it;

            


    

     

    
      	 	
              (ii)

            	
              words
                importing the plural include the singular and words importing the
                singular
                include the plural;

            


    

     

    
      	 	
              (iii)

            	
              any
                agreement, instrument or document, or any annex, schedule or exhibit
                thereto, or any other part thereof, includes, without prejudice to
                the
                provisions of any Operative Agreement, that agreement, instrument
                or
                document, or annex, schedule or exhibit, or part, respectively, as
                amended, modified or supplemented from time to time in accordance
                with its
                terms and in accordance with the Operative Agreements, and any agreement,
                instrument or document entered into in substitution or replacement
                therefor (including, without limitation, in the case of each Pass
                Through
                Trust Agreement, the “Related Pass Through Trust Agreement” as defined
                therein);

            


    

     

    
      	 	
              (iv)

            	
              any
                provision of any Law includes any such provision as amended, modified,
                supplemented, substituted, reissued or reenacted prior to the Closing
                Date, and thereafter from time to
                time;

            


    

     

    
      	 	
              (v)

            	
              the
                words “Agreement,” “this Agreement,” “hereby,” “herein,” “hereto,”
                “hereof” and “hereunder” and words of similar import when used in any
                Operative Agreement refer to such Operative Agreement as a whole
                and not
                to any particular provision of such Operative
                Agreement;

            


    

     

    
      	 	
              (vi)

            	
              the
                words “including,” “including, without limitation,” “including, but not
                limited to,” and terms or phrases of similar import when used in any
                Operative Agreement, with respect to any matter or thing, mean including,
                without limitation, such matter or thing; and


            


    

     

    
      	 	
              (vii)

            	
              a
                “Section,” an “Exhibit,” an “Annex” or a “Schedule” in any Operative
                Agreement, or in any annex thereto, is a reference to a section of,
                or an
                exhibit, an annex or a schedule to, such Operative Agreement or such
                annex, respectively.

            


    

     

    (b) Each
      exhibit, annex and schedule to each Operative Agreement is incorporated in,
      and
      shall be deemed to be a part of, such Operative Agreement.

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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    (c) Unless
      otherwise defined or specified in any Operative Agreement, all accounting terms
      therein shall be construed and all accounting determinations thereunder shall
      be
      made in accordance with GAAP.

     

    (d) Headings
      used in any Operative Agreement are for convenience only and shall not in any
      way affect the construction of, or be taken into consideration in interpreting,
      such Operative Agreement.

     

    (e) For
      purposes of each Operative Agreement, the occurrence and continuance of a
      Default or Event of Default referred to in Section 5.01(v),(vi) or (vii)
      shall not be deemed to prohibit the Owner from taking any action or exercising
      any right that is conditioned on no Special Default, Default or Event of Default
      having occurred and be continuing if such Special Default, Default or Event
      of
      Default consists of the institution of reorganization proceedings with respect
      to Owner under Chapter 11 of the Bankruptcy Code and the trustee or
      debtor-in-possession in such proceedings shall have agreed to perform its
      obligations under the Trust Indenture with the approval of the applicable court
      and thereafter shall have continued to perform such obligations in accordance
      with Section 1110.

     

    DEFINED
      TERMS

     

    “Act”
means
      part A of subtitle VII of title 49, United States Code.

     

    “Actual
      Knowledge”
means
      (a) as it applies to Mortgagee, actual knowledge of a responsible officer in
      the
      Corporate Trust Office, and (b) as it applies to Owner, actual knowledge of
      a
      Vice President or more senior officer of Owner or any other officer of Owner
      having responsibility for the transactions contemplated by the Operative
      Agreements; provided
      that
      each of Owner and Mortgagee shall be deemed to have “Actual Knowledge” of any
      matter as to which it has received notice from Owner, any Note Holder or
      Mortgagee, such notice having been given pursuant to Section 11.05 of the Trust
      Indenture.

     

    “Additional
      Series”
or
      “Additional
      Series Equipment Notes”
means
      Equipment Notes issued under the Trust Indenture and designated as a series
      (other than “Series A”, “Series B” or “Series C”) thereunder, in the Original
      Amount and maturities and bearing interest as specified in Schedule I to the
      Trust Indenture amended at the time of original issuance of such Additional
      Series) under the heading for such series. 

     

    “Affiliate”
means,
      with respect to any person, any other person directly or indirectly controlling,
      controlled by or under common control with such person. For purposes of this
      definition, “control” means the power, directly or indirectly, to direct or
      cause the direction of the management and policies of such person, whether
      through the ownership of voting securities or by contract or otherwise and
      “controlling,” “controlled by” and “under common control with” have correlative
      meanings.

     

    “Aircraft”
means,
      collectively, the Airframe and Engines.

    


    
      
        
          
          

        

        
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    “Aircraft
      Bill of Sale”
means
      the full warranty bill of sale covering the Aircraft delivered by Airframe
      Manufacturer to Owner.

     

    “Aircraft
      Documents”
means
      all technical data, manuals and log books, and all inspection, modification
      and
      overhaul records and other service, repair, maintenance and technical records
      that are required by the FAA (or the relevant Aviation Authority), to be
      maintained with respect to the Aircraft, Airframe, Engines or Parts, and such
      term shall include all additions, renewals, revisions and replacements of any
      such materials from time to time made, or required to be made, by the FAA (or
      other Aviation Authority) regulations, and in each case in whatever form and
      by
      whatever means or medium (including, without limitation, microfiche, microfilm,
      paper or computer disk) such materials may be maintained or retained by or
      on
      behalf of Owner (provided,
      that
      all such materials shall be maintained in the English language).

     

    “Airframe”
means
      (a) the aircraft (excluding Engines or engines from time to time installed
      thereon) manufactured by Airframe Manufacturer and identified by Airframe
      Manufacturer’s model number, United States registration number and Airframe
      Manufacturer’s serial number set forth in the initial Trust Indenture Supplement
      and any Replacement Airframe and (b) any and all Parts incorporated or installed
      in or attached or appurtenant to such airframe, and any and all Parts removed
      from such airframe, unless the Lien of the Trust Indenture shall not be
      applicable to such Parts in accordance with Section 4.04 of the Trust Indenture.
      Upon substitution of a Replacement Airframe under and in accordance with the
      Trust Indenture, such Replacement Airframe shall become subject to the Trust
      Indenture and shall be the “Airframe” for all purposes of the Trust Indenture
      and the other Operative Agreements and thereupon the Airframe for which the
      substitution is made shall no longer be subject to the Trust Indenture, and
      such
      replaced Airframe shall cease to be the “Airframe.”

     

    “Airframe
      Manufacturer”
means
      The Boeing Company, a Delaware corporation.

     

    “Applicable
      Pass Through Trust”
means
      each of the separate pass through trusts created under the Applicable Pass
      Through Trust Agreements.

     

    “Applicable
      Pass Through Trust Agreement”
means
      each of the separate Pass Through Trust Agreements by and between the Owner
      and
      an Applicable Pass Through Trustee.

     

    “Applicable
      Pass Through Trustee”
means
      each Pass Through Trustee that is a party to the Participation
      Agreement.

     

    “Average
      Life Date”
for
      any
      Equipment Note shall be the date which follows the time of determination by
      a
      period equal to the Remaining Weighted Average Life of such Equipment Note.
      “Remaining Weighted Average Life” on a given date with respect to any Equipment
      Note shall be the number of days equal to the quotient obtained by dividing
      (a)
      the sum of each of the products obtained by multiplying (i) the amount of each
      then remaining scheduled payment of principal of such Equipment Note by (ii)
      the
      number of days from and including such determination date to but excluding
      the
      date on which such payment of principal is scheduled to be made, by (b) the
      then
      outstanding principal amount of such Equipment Note.

    


    
      
        
          
          

        

        
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    “Aviation
      Authority”
means
      the FAA or, if the Aircraft is permitted to be, and is, registered with any
      other Government Entity under and in accordance with Section 4.02 (e) of the
      Trust Indenture and Section 6.4.5 of the Participation Agreement, such
      other Government Entity.

     

    “Bankruptcy
      Code”
means
      the United States Bankruptcy Code, 11 U.S.C. Sections 101 et
      seq.

     

    “Basic
      Pass Through Trust Agreement”
means
      the Pass Through Trust Agreement, dated September 25, 1997, between Owner and
      Pass Through Trustee, but does not include any Trust Supplement.

     

    “Bills
      of Sale”
means
      the FAA Bill of Sale and the Aircraft Bill of Sale.

     

    “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,
      or
      Wilmington, Delaware.

     

    “Cape
      Town Treaty”
means
      the Cape Town Convention on International Interests in Mobile Equipment and
      the
      related Aircraft Equipment Protocol, as in effect in the United
      States.

     

    “Cash
      Equivalents”
means
      the following securities (which shall mature within 90 days of the date of
      purchase thereof): (a) direct obligations of the U.S. Government; (b)
      obligations fully guaranteed by the U.S. Government; (c) certificates of deposit
      issued by, or bankers’ acceptances of, or time deposits or a deposit account
      with, Mortgagee or any bank, trust company or national banking association
      incorporated or doing business under the laws of the United States or any state
      thereof having a combined capital and surplus and retained earnings of at least
      $500,000,000 and having a rate of “C” or better from the Thomson BankWatch
      Service; or (d) commercial paper of any issuer doing business under the laws
      of
      the United States or one of the states thereof and in each case having a rating
      assigned to such commercial paper by Standard & Poor’s Ratings Services or
      Moody’s Investors Service, Inc. equal to A1 (or higher) or P-1,
      respectively.

     

    “Certificate
      Owner”
is
      defined in the Pass Through Trust Agreements.

     

    “Citizen
      of the United States”
is
      defined in 49 U.S.C. § 40102(a)(15).

     

    “Class A
      Pass Through Trust”
means
      the Continental Airlines Pass Through Trust 2007-1A.

     

    “Class B
      Pass Through Trust”
means
      the Continental Airlines Pass Through Trust 2007-1B.

     

    “Class C
      Pass Through Trust”
means
      the Continental Airlines Pass Through Trust 2007-1C.

    


    
      
        
          
          

        

        
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    “Closing”
means
      the closing of the transactions contemplated by the Participation
      Agreement.

     

    “Closing
      Date”
means
      the date on which the Closing occurs.

     

    “Code”
means
      the Internal Revenue Code of 1986, as amended; provided that, when used in
      relation to a Plan, “Code” shall mean the Internal Revenue Code of 1986 and any
      regulations and rulings issued thereunder, all as amended and in effect from
      time to time.

     

    “Collateral”
is
      defined in the Granting Clause of the Trust Indenture.

     

    “Consent
      and Agreement”
means
      the Manufacturer Consent and Agreement [____], dated as of even date with the
      Participation Agreement, of Airframe Manufacturer.

     

    “Corporate
      Trust Office”
means
      the principal office of Mortgagee located at Mortgagee’s address for notices
      under the Participation Agreement or such other office at which Mortgagee’s
      corporate trust business shall be administered which Mortgagee shall have
      specified by notice in writing to Owner and each Note Holder.

     

    “CRAF”
means
      the Civil Reserve Air Fleet Program established pursuant to 10 U.S.C. Section
      9511-13 or any similar substitute program.

     

    “Debt
      Rate”
means,
      with respect to (i) any Series of Equipment Notes, the rate per annum specified
      for such Series under the heading “Interest Rate” in Schedule I to the Trust
      Indenture (as amended, in the case of any Additional Series, at the time of
      original issuance of such Additional Series), and (ii) any other purpose, with
      respect to any period, the weighted average interest rate per annum during
      such
      period borne by the outstanding Equipment Notes, excluding any interest payable
      at the Payment Due Rate.

     

    “Default”
means
      any event or condition that with the giving of notice or the lapse of time
      or
      both would become an Event of Default.

     

    “Deposit
      Agreement”
means
      each of the three Deposit Agreements between the Escrow Agent and the
      Depositary, dated as of the Issuance Date, which relate to the Class A,
      Class B or Class C Pass Through Trust, provided
      that,
      for purposes of any obligation of Owner, no amendment, modification or
      supplement to, or substitution or replacement of, any such Deposit Agreement
      shall be effective unless consented to by Owner.

     

    “Depositary”
means
      Credit Suisse, New York Branch, as Depositary under each Deposit
      Agreement.

     

    “Dollars,”
      “United
      States Dollars”
or
      “$”
means
      the lawful currency of the United States.

     

    “DOT”
means
      the Department of Transportation of the United States or any Government Entity
      succeeding to the functions of such Department of Transportation.

    


    
      
        
          
          

        

        
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    “Eligible
      Account”
means
      an account established by and with an Eligible Institution at the request of
      the
      Mortgagee, which institution agrees, for all purposes of the UCC including
      Article 8 thereof, that (a) such account shall be a “securities account” (as
      defined in Section 8-501(a) of the UCC), (b) all property (other than cash)
      credited to such account shall be treated as a “financial asset” (as defined in
      Section 8-102(a)(9) of the UCC), (c) the Mortgagee shall be the “entitlement
      holder” (as defined in Section 8-102(a)(7) of the UCC) in respect of such
      account, (d) it will comply with all entitlement orders issued by the Mortgagee
      to the exclusion of the Owner, and (e) the “securities intermediary
      jurisdiction” (under Section 8-110(e) of the UCC) shall be the State of New
      York.

     

    “Eligible
      Institution”
means
      the corporate trust department of (a) Wilmington Trust Company, acting solely
      in
      its capacity as a “securities intermediary” (as defined in Section 8-102(a)(14)
      of the UCC), or (b) a depository institution organized under the laws of the
      United States of America or any one of the states thereof or the District of
      Columbia (or any U.S. branch of a foreign bank), which has a long-term unsecured
      debt rating from Moody’s and Standard & Poor’s of at least A-3 or its
      equivalent.

     

    “Engine”
means
      (a) each of the engines manufactured by Engine Manufacturer and identified
      by
      Engine Manufacturer’s model number and Engine Manufacturer’s serial number set
      forth in the initial Trust Indenture Supplement and originally installed on
      the
      Airframe on the Closing Date, and any Replacement Engine, in any case whether
      or
      not from time to time installed on such Airframe or installed on any other
      airframe or aircraft, and (b) any and all Parts incorporated or installed in
      or
      attached or appurtenant to such engine, and any and all Parts removed from
      such
      engine, unless the Lien of the Trust Indenture shall not apply to such Parts
      in
      accordance with Section 4.04 of the Trust Indenture. Upon substitution of a
      Replacement Engine under and in accordance with the Trust Indenture, such
      Replacement Engine shall become subject to the Trust Indenture and shall be
      an
“Engine” for all purposes of the Trust Indenture and the other Operative
      Agreements and thereupon the Engine for which the substitution is made shall
      no
      longer be subject to the Trust Indenture, and such replaced Engine shall cease
      to be an “Engine.”

     

    “Engine
      Consent and Agreement”
means
      the Engine Manufacturer Consent and Agreement [____] dated as of even date
      with
      the Participation Agreement, of Engine Manufacturer.

     

    “Engine
      Manufacturer”
means
      [__________________], a corporation organized under the laws of
      [__________].

     

    “Equipment
      Note Register”
is
      defined in Section 2.07 of the Trust Indenture.

     

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

     

    “ERISA”
means
      the Employee Retirement Income Security Act of 1974, and any regulations and
      rulings issued thereunder all as amended and in effect from time to
      time.

    


    
      
        
          
          

        

        
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    “Escrow
      Agent”
means
      Wells Fargo Bank Northwest, National Association, as Escrow Agent under each
      of
      the Escrow Agreements.

     

    “Escrow
      Agreement”
means
      each of the three Escrow and Paying Agent Agreements, among the Escrow Agent,
      the Paying Agent, certain initial purchasers of the Pass Through Certificates
      named therein and one of the Pass Through Trustees, dated as of the Issuance
      Date, which relate to the Class A, Class B or Class C Pass Through Trust,
provided
      that,
      for purposes of any obligation of Owner, no amendment, modification or
      supplement to, or substitution or replacement of, any such Escrow Agreement
      shall be effective unless consented to by Owner.

     

    “Event
      of Default”
is
      defined in Section 5.01 of the Trust Indenture.

     

    “Event
      of Loss”
means,
      with respect to the Aircraft, Airframe or any Engine, any of the following
      circumstances, conditions or events with respect to such property, for any
      reason whatsoever:

     

    (a) the
      destruction of such property, damage to such property beyond economic repair
      or
      rendition of such property permanently unfit for normal use by
      Owner;

     

    (b) the
      actual or constructive total loss of such property or any damage to such
      property, or requisition of title or use of such property, which results in
      an
      insurance settlement with respect to such property on the basis of a total
      loss
      or constructive or compromised total loss;

     

    (c) any
      theft, hijacking or disappearance of such property for a period of 180
      consecutive days or more;

     

    (d) any
      seizure, condemnation, confiscation, taking or requisition (including loss
      of
      title) of such property by any Government Entity or purported Government Entity
      (other than a requisition of use by the U.S. Government) for a period exceeding
      180 consecutive days;

     

    (e) as
      a
      result of any law, rule, regulation, order or other action by the Aviation
      Authority or by any Government Entity of the government of registry of the
      Aircraft or by any Government Entity otherwise having jurisdiction over the
      operation or use of the Aircraft, the use of such property in the normal course
      of Owner’s business of passenger air transportation is prohibited for a period
      of 180 consecutive days unless Owner, prior to the expiration of such 180-day
      period, shall have undertaken and shall be diligently carrying forward such
      steps as may be necessary or desirable to permit the normal use of such property
      by Owner, but in any event if such use shall have been prohibited for a period
      of two consecutive years, provided that no Event of Loss shall be deemed to
      have
      occurred if such prohibition has been applicable to Owner’s entire U.S. fleet of
      such property and Owner, prior to the expiration of such two-year period, shall
      have conformed at least one unit of such property in its fleet to the
      requirements of any such law, rule, regulation, order or other action and
      commenced regular commercial use of the same in such jurisdiction and shall
      be
      diligently carrying forward, in a manner which does not discriminate against
      such property in so conforming such property, steps which are necessary or
      

    


    
      
        
          
          

        

        
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    desirable
      to permit the normal use of the Aircraft by Owner, but in any event if such
      use
      shall have been prohibited for a period of three years.

     

    “Expenses”
means
      any and all liabilities, obligations, losses, damages, settlements, penalties,
      claims, actions, suits, costs, expenses and disbursements (including, without
      limitation, reasonable fees and disbursements of legal counsel, accountants,
      appraisers, inspectors or other professionals, and costs of
      investigation).

     

    “FAA”
means
      the Federal Aviation Administration of the United States or any Government
      Entity succeeding to the functions of such Federal Aviation
      Administration.

     

    “FAA
      Bill of Sale”
means
      a
      bill of sale for the Aircraft on AC Form 8050-2 (or such other form as may
      be
      approved by the FAA) delivered to Owner by Airframe Manufacturer.

     

    “FAA
      Filed Documents”
means
      the Trust Indenture, the initial Trust Indenture Supplement, the FAA Bill of
      Sale, AC Form 8050-135 with respect to the International Interests (or
      Prospective International Interests) and an application for registration of
      the
      Aircraft with the FAA in the name of Owner.

     

    “FAA
      Regulations”
means
      the Federal Aviation Regulations issued or promulgated pursuant to the Act
      from
      time to time.

     

    “Final
      Maturity Date”
means
      April 19, 2022 (or, if not a Business Day, the next Business Day).

     

    “Financing
      Statements”
means,
      collectively, UCC-1 (and, where appropriate, UCC-3) financing statements
      covering the Collateral, by Owner, as debtor, showing Mortgagee as secured
      party, for filing in Delaware and each other jurisdiction that, in the opinion
      of Mortgagee, is necessary to perfect its Lien on the Collateral.

     

    “GAAP”
means
      generally accepted accounting principles as set forth in the statements of
      financial accounting standards issued by the Financial Accounting Standards
      Board of the American Institute of Certified Public Accountants, as such
      principles may at any time or from time to time be varied by any applicable
      financial accounting rules or regulations issued by the SEC and, with respect
      to
      any person, shall mean such principles applied on a basis consistent with prior
      periods except as may be disclosed in such person’s financial
      statements.

     

    “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.

     

    “Indemnitee”
means
      (i) WTC and Mortgagee, (ii) each separate or additional trustee appointed
      pursuant to the Trust Indenture, (iii) the Subordination Agent, the Paying
      

    


    
      
        
          
          

        

        
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    Agent
      and
      the Escrow Agent, (iv) the Liquidity Providers, (v) the Pass Through Trustees
      and each Related Note Holder, (vi) each Affiliate of the persons described
      in clauses (i) and (ii), (vii) each Affiliate of the persons described in
      clauses (iii), (iv) and (v), (viii) the respective directors, officers,
      employees, agents and servants of each of the persons described in
      clauses (i), (ii) and (vi), (ix) the respective directors, officers,
      employees, agents and servants of each of the persons described in clauses
      (iii), (iv), (v) and (vii), (x) the successors and permitted assigns of the
      persons described in clauses (i), (ii) and (viii), and (xi) the successors
      and
      permitted assigns of the persons described in clauses (iii), (iv), (v) and
      (ix);
provided that the persons described in clauses (iii), (iv), (v), (vii), (ix)
      and
      (xi) are Indemnitees only for purposes of Section 8.1 of the Participation
      Agreement. If any Indemnitee is Airframe Manufacturer or Engine Manufacturer
      or
      any subcontractor or supplier of either thereof, such Person shall be an
      Indemnitee only in its capacity as Note Holder.

     

    “Indenture
      Agreements”
means
      the Purchase Agreement and the Bills of Sale, to the extent included in Granting
      Clause (2) of the Trust Indenture, and any other contract, agreement or
      instrument from time to time assigned or pledged under the Trust
      Indenture.

     

    “Indenture
      Default”
means
      any condition, circumstance, act or event that, with the giving of notice,
      the
      lapse of time or both, would constitute an Indenture Event of
      Default.

     

    “Indenture
      Event of Default”
means
      any one or more of the conditions, circumstances, acts or events set forth
      in
      Section 5.01 of the Trust Indenture.

     

    “Indenture
      Indemnitee”
means
      (i) WTC and the Mortgagee, (ii) each separate or additional trustee
      appointed pursuant to the Trust Indenture, (iii) the Subordination Agent,
      (iv) each Liquidity Provider, (v) each Pass Through Trustee and each
      Related Note Holder, (vi) the Paying Agent, (vii) the Escrow Agent and
      (viii) each of the respective directors, officers, employees, agents and
      servants of each of the persons described in clauses (i) through (vii) inclusive
      above.

     

    “Intercreditor
      Agreement”
means
      that certain Intercreditor Agreement among the Pass Through Trustees, the
      Liquidity Providers and the Subordination Agent, dated as of the Issuance Date,
      provided that (i) for purposes of any obligation of Owner, no amendment,
      modification or supplement to, or substitution or replacement of, such
      Intercreditor Agreement shall be effective unless consented to by Owner and
      (ii)
      no amendment, modification or supplement to, or substitution or replacement
      of,
      such Intercreditor Agreement occurring after the date on which an Equipment
      Note
      ceases to be held of record by the Subordination Agent shall be effective as
      against any Note Holder of such Equipment Note in relation to clauses (ii)
      and
      (iii) of the penultimate sentence of Section 2.07 of the Trust Indenture unless
      such amendment, modification, supplement, substitution or replacement has been
      consented to by such Note Holder (after which the same shall be effective
      against any subsequent Note Holders of such Equipment Note).

     

    “International
      Interest”
is
      defined in the Cape Town Treaty.

     

    “International
      Registry”
is
      defined in the Cape Town Treaty.

    


    
      
        
          
          

        

        
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    “IRS”
means
      the Internal Revenue Service of the United States or any Government Entity
      succeeding to the functions of such Internal Revenue Service.

     

    “Issuance
      Date”
means
      April 10, 2007.

     

    “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.

     

    “Lien”
means
      any mortgage, pledge, lien, charge, claim, encumbrance, lease or security
      interest affecting the title to or any interest in property.

     

    “Liquidity
      Facilities”
means
      the two Revolving Credit Agreements (consisting of a separate Revolving Credit
      Agreement with the Liquidity Provider with respect to the Class A Pass
      Through Trust and the Class B Pass Through Trust) between the Subordination
      Agent, as borrower, and the Liquidity Provider, each dated as of the Issuance
      Date, provided
      that,
      for purposes of any obligation of Owner, no amendment, modification or
      supplement to, or substitution or replacement of, any such Liquidity Facility
      shall be effective unless consented to by Owner.

     

    “Liquidity
      Provider”
means
      RZB Finance LLC, a limited liability company organized under the laws of
      Delaware, as “Class A Liquidity Provider” and “Class B Liquidity Provider” (as
      such terms are defined in the Intercreditor Agreement).

     

    “Majority
      in Interest of Note Holders”
means
      as of a particular date of determination, the holders of a majority in aggregate
      unpaid Original Amount of all Equipment Notes outstanding as of such date
      (excluding any Equipment Notes held by Owner or any of its Affiliates (unless
      all Equipment Notes then outstanding shall be held by Owner or any Affiliate
      of
      Owner); provided
      that for
      the purposes of directing any action or casting any vote or giving any consent,
      waiver or instruction hereunder, any Note Holder of an Equipment Note or
      Equipment Notes may allocate, in such Note Holder’s sole discretion, any
      fractional portion of the principal amount of such Equipment Note or Equipment
      Notes in favor of or in opposition to any such action, vote, consent, waiver
      or
      instruction.

     

    “Make-Whole
      Amount”
means,
      with respect to any Equipment Note, an amount (as determined by an independent
      investment bank of national standing) equal to the excess, if any, of (a) the
      present value of the remaining scheduled payments of principal and interest
      to
      maturity of such Equipment Note computed by discounting such payments on a
      semiannual basis on each Payment Date (assuming a 360-day year of twelve 30-day
      months) using a discount rate equal to the Treasury Yield plus the Make-Whole
      Spread, over
      (b) the
      outstanding principal amount of such Equipment Note plus accrued interest to
      the
      date of determination. For purposes of determining the Make-Whole Amount,
“Treasury Yield” means, at the date of determination with respect to any
      Equipment Note, the interest rate (expressed as a decimal and, in the case
      of
      United States Treasury bills, converted to a bond equivalent yield) determined
      to be the per annum rate equal to the semiannual yield to maturity for United
      States Treasury securities maturing on the Average Life Date of such Equipment
      Note and trading in the public securities markets either as determined by
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    maturity
      for two series of United States Treasury securities, trading in the public
      securities markets, (A) one maturing as close as possible to, but earlier than,
      the Average Life Date of such Equipment Note and (B) the other maturing as
      close
      as possible to, but later than, the Average Life Date of such Equipment Note,
      in
      each case as published in the most recent H.15(519) or, if a weekly average
      yield to maturity for United States Treasury securities maturing on the Average
      Life Date of such Equipment Note is reported in the most recent H.15(519),
      such
      weekly average yield to maturity as published in such H.15(519). “H.15(519)”
means the weekly statistical release designated as such, or any successor
      publication, published by the Board of Governors of the Federal Reserve System.
      The date of determination of a Make-Whole Amount shall be the third Business
      Day
      prior to the applicable payment or redemption date and the “most recent
      H.15(519)” means the H.15(519) published prior to the close of business on the
      third Business Day prior to the applicable payment or redemption
      date.

     

    “Make-Whole
      Spread”
means
      (i) in the case of Series A Equipment Notes, 0.25%, (ii) in the case of Series
      B
      Equipment Notes, 0.40%, (iii) in the case of Series C Equipment Notes, 0.50%,
      and (iv) in the case of any Additional Series, the percentage specified in
      Schedule I hereto (as amended at the time of original issuance of such
      Additional Series) as the “Make-Whole Spread” for such Additional
      Series.

     

    “Material
      Adverse Change”
means,
      with respect to any person, any event, condition or circumstance that materially
      and adversely affects such person’s business or consolidated financial
      condition, or its ability to observe or perform its obligations, liabilities
      and
      agreements under the Operative Agreements.

     

    “Minimum
      Liability Insurance Amount”
is
      defined in Schedule 3 to the Participation Agreement.

     

    “Mortgaged
      Property”
is
      defined in Section 3.03 of the Trust Indenture.

     

    “Mortgagee”
means
      Wilmington Trust Company, a Delaware banking corporation, not in its individual
      capacity but solely as mortgagee under the Trust Indenture.

     

    “Non-U.S.
      Person”
means
      any Person other than a United States person, as defined in Section 7701(a)(30)
      of the Code.

     

    “Note
      Holder”
means
      at any time each registered holder of one or more Equipment Notes.

     

    “Note
      Purchase Agreement”
      means
      the Note Purchase Agreement, dated as of the Issuance Date, among Continental
      Airlines, Inc., the Subordination Agent, the Escrow Agent, the Paying Agent
      and
      the Pass Through Trustee under each Pass Through Trust Agreement providing
      for,
      among other things, the issuance and sale of certain equipment
      notes.

     

    “NY
      UCC”
means
      the UCC as in effect on the date of determination in the State of New
      York.

    


    
      
        
          
          

        

        
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    “Officer’s
      Certificate”
means,
      in respect of any party to the Participation Agreement, a certificate signed
      by
      the Chairman, the President, any Vice President (including those with varying
      ranks such as Executive, Senior, Assistant or Staff Vice President), the
      Treasurer or the Secretary of such party.

     

    “Operative
      Agreements”
means,
      collectively, the Participation Agreement, the Trust Indenture, the initial
      Trust Indenture Supplement, the Bills of Sale, and the Equipment
      Notes.

     

    “Operative
      Indentures”
means
      each of the indentures under which notes have been issued and purchased by
      the
      Pass Through Trustees pursuant to the Note Purchase Agreement (whether before
      or
      after the date of this Trust Indenture).

     

    “Original
      Amount,”
with
      respect to an Equipment Note, means the stated original principal amount of
      such
      Equipment Note and, with respect to all Equipment Notes, means the aggregate
      stated original principal amounts of all Equipment Notes.

     

    “Owner
      Person”
means
      Owner, any lessee, assignee, successor or other user or person in possession
      of
      the Aircraft, Airframe or an Engine with or without color of right, or any
      Affiliate of any of the foregoing (excluding any Tax Indemnitee or any related
      Tax Indemnitee with respect thereto, or any person using or claiming any rights
      with respect to the Aircraft, Airframe or an Engine directly by or through
      any
      of the persons in this parenthetical).

     

    “Participation
      Agreement”
means
      the Participation Agreement [____], dated as of [______ __, 20__,] among Owner,
      the Applicable Pass Through Trustees, the Subordination Agent and
      Mortgagee.

     

    “Parts”
means
      all appliances, parts, components, instruments, appurtenances, accessories,
      furnishings, seats and other equipment of whatever nature (other than (a)
      Engines or engines, and (b) any Removable Part leased by Owner from a third
      party or subject to a security interest granted to a third party), that may
      from
      time to time be installed or incorporated in or attached or appurtenant to
      the
      Airframe or any Engine or removed therefrom unless the Lien of the Trust
      Indenture shall not be applicable thereto in accordance with Section 4.04 of
      the
      Trust Indenture.

     

    “Pass
      Through Agreements”
means
      the Pass Through Trust Agreements, the Note Purchase Agreement, the Deposit
      Agreements, the Escrow Agreements, the Intercreditor Agreement, the Liquidity
      Facilities and the Fee Letters referred to in Section 2.03 of each of the
      Liquidity Facilities, provided that no amendment, modification or supplement
      to,
      or substitution or replacement of, any such Fee Letter shall be effective for
      purposes of any obligation of Owner, unless consented to by Owner.

     

    “Pass
      Through Certificates”
means
      the pass through certificates issued by the Pass Through Trusts (and any other
      pass through certificates for which such pass through certificates may be
      exchanged).

    


    
      
        
          
          

        

        
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    “Pass
      Through Trust”
means
      each of the three separate pass through trusts created under the Pass Through
      Trust Agreements.

     

    “Pass
      Through Trust Agreement”
means
      each of the three separate Trust Supplements, together in each case with the
      Basic Pass Through Trust Agreement, each dated as of the Issuance Date by and
      between the Owner and a Pass Through Trustee, provided, that, for purposes
      of
      any obligation of Owner, no amendment, modification or supplement to, or
      substitution or replacement of, any such Agreement shall be effective unless
      consented to by Owner.

     

    “Pass
      Through Trustee”
means
      Wilmington Trust Company, a Delaware banking corporation, in its capacity as
      trustee under each Pass Through Trust Agreement.

     

    “Pass
      Through Trustee Agreements”
means
      the Participation Agreement, the Pass Through Trust Agreements, the Note
      Purchase Agreement, the Deposit Agreements, the Escrow Agreements, and the
      Intercreditor Agreement.

     

    “Paying
      Agent”
means
      Wilmington Trust Company, as paying agent under each of the Escrow
      Agreements.

     

    “Payment
      Date”
means
      each April 19 and December 19, commencing on [_____________].

     

    “Payment
      Due Rate”
means
      (a) with respect to (i) any payment made to a Note Holder under any
      Series of Equipment Notes, the Debt Rate applicable to such Series plus 2%
      and
      (ii) any other payment made under any Operative Agreement to any other
      Person, the Debt Rate applicable to such payment plus 2% or, if less,
      (b) the maximum rate permitted by applicable law.

     

    “Permitted
      Air Carrier”
means
      (i) any manufacturer of airframes or aircraft engines, or any Affiliate of
      a
      manufacturer of airframes or aircraft engines, (ii) any Permitted Foreign Air
      Carrier, (iii) any person approved in writing by Mortgagee or (iv) any U.S.
      Air
      Carrier.

     

    “Permitted
      Country”
means
      any country listed on Schedule 4 to the Participation Agreement.

     

    “Permitted
      Foreign Air Carrier”
means
      any air carrier with its principal executive offices in any Permitted Country
      and which is authorized to conduct commercial airline operations and to operate
      jet aircraft similar to the Aircraft under the applicable Laws of such Permitted
      Country.

     

    “Permitted
      Government Entity”
means
      (i) the U.S. Government or (ii) any Government Entity if the Aircraft is then
      registered under the laws of the country of such Government Entity.

    


    
      
        
          
          

        

        
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    “Permitted
      Lien”
means
      (a) the rights of Mortgagee under the Operative Agreements, or of any Permitted
      Lessee under any Permitted Lease; (b) Liens attributable to Mortgagee (both
      in
      its capacity as trustee under the Trust Indenture and in its individual
      capacity); (c) the rights of others under agreements or arrangements to the
      extent expressly permitted by the terms of Section 4.02(b) or 4.04 of the Trust
      Indenture; (d) Liens of Taxes of Owner (and its U.S. federal tax law
      consolidated group), or Liens for Taxes of any Tax Indemnitee (and its U.S.
      federal tax law consolidated group) for which Owner is obligated to indemnify
      such Tax Indemnitee under any of the Operative Agreements, in any such case
      either not yet due or being contested in good faith by appropriate proceedings
      so long as such Liens and such proceedings do not involve any material risk
      of
      the sale, forfeiture or loss of the Aircraft, the Airframe, or any Engine or
      the
      interest of Mortgagee therein or impair the Lien of the Trust Indenture; (e)
      materialmen’s, mechanics’, workers’, repairers’, employees’ or other like Liens
      arising in the ordinary course of business for amounts the payment of which
      is
      either not yet delinquent for more than 60 days or is being contested in good
      faith by appropriate proceedings, so long as such Liens and such proceedings
      do
      not involve any material risk of the sale, forfeiture or loss of the Aircraft,
      the Airframe, or any Engine or the interest of Mortgagee therein or impair
      the
      Lien of the Trust Indenture; (f) Liens arising out of any judgment or award
      against Owner (or any Permitted Lessee), so long as such judgment shall, within
      60 days after the entry thereof, have been discharged or vacated, or execution
      thereof stayed pending appeal or shall have been discharged, vacated or reversed
      within 60 days after the expiration of such stay, and so long as during any
      such
      60 day period there is not, or any such judgment or award does not involve,
      any
      material risk of the sale, forfeiture or loss of the Aircraft, the Airframe,
      or
      any Engine or the interest of Mortgagee therein or impair the Lien of the Trust
      Indenture; (g) any other Lien with respect to which Owner (or any Permitted
      Lessee) shall have provided a bond, cash collateral or other security adequate
      in the reasonable opinion of Mortgagee.

     

    “Permitted
      Lease”
means
      a
      lease permitted under Section 4.02(b) of the Trust Indenture.

     

    “Permitted
      Lessee”
means
      the lessee under a Permitted Lease.

     

    “Persons”
or
      “persons”
means
      individuals, firms, partnerships, joint ventures, trusts, trustees, Government
      Entities, organizations, associations, corporations, limited liability
      companies, government agencies, committees, departments, authorities and other
      bodies, corporate or incorporate, whether having distinct legal status or not,
      or any member of any of the same.

     

    “Plan”
means
      any employee benefit plan within the meaning of Section 3(3) of ERISA, or any
      plan within the meaning of Section 4975(e)(1) of the Code.

     

    “Prospective
      International Interest”
is
      defined in the Cape Town Treaty.

     

    “Purchase
      Agreement”
means
      the Purchase Agreement No. 1951, dated as of July 23, 1996, between Airframe
      Manufacturer and Owner, as amended (including all exhibits thereto, together
      with all letter agreements entered into that by their terms constitute part
      of
      such Purchase Agreement), to the extent included in the Granting Clause (2)
      of
      the Trust Indenture.

    


    
      
        
          
          

        

        
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    “QIB”
is
      defined in Section 2.08 of the Trust Indenture.

     

    “Related
      Additional Series Equipment Note”
means,
      with respect to any particular series of Additional Series Equipment Notes
      and
      as of any date, an “Additional Series Equipment Note”, as defined in each
      Related Indenture, having the same designation (i.e.,
“Series
      D”, “Series E” or the like) as such series of Additional Series Equipment Notes,
      but only if as of such date it is held by the “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in such Related
      Indenture.

     

    “Related
      Equipment Note”
means,
      as of any date, an “Equipment Note” as defined in each Related Indenture, but
      only if as of such date it is held by the “Subordination Agent” under the
“Intercreditor Agreement”, as such terms are defined in such Related
      Indenture.

     

    “Related
      Indenture”
means
      each Operative Indenture (other than the Trust Indenture).

     

    “Related
      Indenture Bankruptcy Default”
means
      any “Indenture Event of Default” under Section 5.01(v), (vi) or (vii) of
      any Related Indenture, determined without giving effect to any applicable grace
      period.

     

    “Related
      Indenture Event of Default”
means
      any “Indenture Event of Default” under any Related Indenture.

     

    “Related
      Make-Whole Amount”
means
      the “Make-Whole Amount”, as defined in each Related Indenture.

     

    “Related
      Mortgagee”
means
      the “Mortgagee” as defined in each Related Indenture.

     

    “Related
      Note Holder”
means
      a
      registered holder of a Related Equipment Note.

     

    “Related
      Secured Obligations”
means,
      as of any date, the outstanding “Original Amount”, as defined in each Related
      Indenture, of the Related Equipment Notes issued under such Related Indenture,
      the accrued and unpaid interest due thereon in accordance with such Related
      Indenture as of such date, and the Related Make-Whole Amount, if any, due with
      respect thereto in accordance with such Related Indenture.

     

    “Related
      Series A Equipment Note”
means,
      as of any date, a “Series A Equipment Note”, as defined in each Related
      Indenture, but only if as of such date it is held by the “Subordination Agent”
under the “Intercreditor Agreement”, as such terms are defined in such Related
      Indenture.

     

    “Related
      Series B Equipment Note”
means,
      as of any date, a “Series B Equipment Note”, as defined in each Related
      Indenture, but only if as of such date it is held by the “Subordination Agent”
under the “Intercreditor Agreement”, as such terms are defined in such Related
      Indenture.

    


    
      
        
          
          

        

        
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    “Related
      Series C Equipment Note”
means,
      as of any date, a “Series C Equipment Note”, as defined in each Related
      Indenture, but only if as of such date it is held by the “Subordination Agent”
under the “Intercreditor Agreement”, as such terms are defined in such Related
      Indenture.

     

    “Removable
      Part”
is
      defined in Section 4.04(d) of the Trust Indenture.

     

    “Replacement
      Airframe”
means
      any airframe substituted for the Airframe pursuant to Article IV of the Trust
      Indenture.

     

    “Replacement
      Engine”
means
      an engine substituted for an Engine pursuant to Article IV of the Trust
      Indenture.

     

    “SEC”
means
      the Securities and Exchange Commission of the United States, or any Government
      Entity succeeding to the functions of such Securities and Exchange
      Commission.

     

    “Section
      1110”
means
      11 U.S.C. Section 1110 of the Bankruptcy Code or any successor or analogous
      section of the federal bankruptcy law in effect from time to time.

     

    “Secured
      Obligations”
is
      defined in Section 2.06 of the Trust Indenture.

     

    “Securities
      Account”
is
      defined in Section 3.07 of the Trust Indenture.

     

    “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    “Security”
means
      a
“security” as defined in Section 2(l) of the Securities Act.

     

    “Senior
      Holder”
is
      defined in Section 2.13(c) of the Trust Indenture. 

     

    “Series”
means
      any of Series A, Series B, Series C or any Additional Series.

     

    “Series
      A”
or
      “Series
      A Equipment Notes”
means
      Equipment Notes issued under the Trust Indenture and designated as “Series A”
thereunder, in the Original Amount and maturities and bearing interest as
      specified in Schedule I to the Trust Indenture under the heading “Series
      A.”

     

    “Series
      B”
or
      “Series
      B Equipment Notes”
means
      Equipment Notes issued under the Trust Indenture and designated as “Series B”
thereunder, in the Original Amount and maturities and bearing interest as
      specified in Schedule I to the Trust Indenture under the heading “Series
      B.”

     

    “Series
      C”
or
      “Series
      C Equipment Notes”
means
      Equipment Notes issued under the Trust Indenture and designated as “Series C”
thereunder, in the Original Amount and maturities and bearing interest as
      specified in Schedule I to the Trust Indenture under the heading “Series
      C.”

    


    
      
        
          
          

        

        
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    “Similar
      Aircraft”
means
      a
      Boeing Model [insert model reference the same as the Aircraft]
      aircraft.

     

    “Special
      Default”
means
      (i) the failure by Owner to pay any amount of principal of or interest on any
      Equipment Note when due or (ii) the occurrence of any Default or Event of
      Default referred to in Section 5.01(v), (vi) or (vii).

     

    “Subordination
      Agent”
means
      Wilmington Trust Company, as subordination agent under the Intercreditor
      Agreement, or any successor thereto.

     

    “Tax
      Indemnitee”
means
      (a) WTC and Mortgagee, (b) each separate or additional trustee appointed
      pursuant to the Trust Indenture, (c) each Note Holder and (d) the respective
      successors, assigns, agents and servants of the foregoing.

     

    “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.

     

    “Threshold
      Amount”
is
      defined in Schedule 3 to the Participation Agreement.

     

    “Transaction
      Expenses”
means
      all costs and expenses incurred by Mortgagee in connection with (a) the
      preparation, execution and delivery of the Operative Agreements and the
      recording or filing of any documents, certificates or instruments in accordance
      with any Operative Agreement, including, without limitation, the FAA Filed
      Documents and the Financing Statements, (b) the initial fee of Mortgagee under
      the Trust Indenture and (c) the reasonable fees and disbursements of counsel
      for
      each Mortgagee and special counsel in Oklahoma City, Oklahoma, in each case,
      in
      connection with the Closing.

     

    “Transactions”
means
      the transactions contemplated by the Participation Agreement.

     

    “Transfer”
means
      the transfer, sale, assignment or other conveyance of all or any interest in
      any
      property, right or interest.

     

    “Transferee”
means
      a
      person to which any Note Holder purports or intends to Transfer any or all
      of
      its right, title or interest in the Equipment Note, as described in Section
      9 of
      the Participation Agreement.

     

    “Trust
      Indenture”
means
      the Trust Indenture and Mortgage [____], dated as of the date of the
      Participation Agreement between Owner and Mortgagee.

    


    
      
        
          
          

        

        
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    “Trust
      Indenture Supplement”
means
      a
      Trust Indenture and Mortgage Supplement, substantially in the form of Exhibit
      A
      to the Trust Indenture, with appropriate modifications to reflect the purpose
      for which it is being used.

     

    “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.

     

    “UCC”
means
      the Uniform Commercial Code as in effect in any applicable
      jurisdiction.

     

    “United
      States”
or
      “U.S.”
means
      the United States of America; provided that for geographic purposes, “United
      States” means, in aggregate, the 50 states and the District of Columbia of the
      United States of America.

     

    “U.S.
      Air Carrier”
means
      any United States air carrier that is a Citizen of the United States holding
      an
      air carrier operating certificate issued pursuant to chapter 447 of title 49
      of
      the United States Code for aircraft capable of carrying 10 or more individuals
      or 6000 pounds or more of cargo, and as to which there is in force an air
      carrier operating certificate issued pursuant to Part 121 of the FAA
      Regulations, or which may operate as an air carrier by certification or
      otherwise under any successor or substitute provisions therefor or in the
      absence thereof.

     

    “U.S.
      Government”
means
      the federal government of the United States, or any instrumentality or agency
      thereof the obligations of which are guaranteed by the full faith and credit
      of
      the federal government of the United States.

     

    “U.S.
      Person”
means
      any Person described in Section 7701 (a)(30) of the Code.

     

    “Weighted
      Average Life to Maturity”
means,
      with respect to any specified Debt, at the time of the determination thereof
      the
      number of years obtained by dividing the then Remaining Dollar-years of such
      Debt by the then outstanding principal amount of such Debt. The term “Remaining
      Dollar-years” shall mean the amount obtained by (1) multiplying the amount of
      each then-remaining principal payment on such Debt by the number of years
      (calculated at the nearest one-twelfth) that will elapse between the date of
      determination of the Weighted Average Life to Maturity of such Debt and the
      date
      of that required payment and (2) totaling all the products obtained in clause
      (1) above.

     

    “Wet
      Lease”
means
      any arrangement whereby Owner or a Permitted Lessee agrees to furnish the
      Aircraft, Airframe or any Engine to a third party pursuant to which the
      Aircraft, Airframe or Engine shall at all times be in the operational control
      of
      Owner or a Permitted Lessee, provided that Owner’s obligations under the Trust
      Indenture shall continue in full force and effect notwithstanding any such
      arrangement.

    


    
      
        
          
          

        

        
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    “WTC”
means
      Wilmington Trust Company, a Delaware banking corporation, not in its capacity
      as
      Mortgagee under the Trust Indenture, but in its individual
      capacity.

    


    


    
      
        
          
          

        

        
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              ANNEX
                B - INSURANCE

              TRUST
                INDENTURE [__]

            


    

     

    
 

    ANNEX
      B

     

    INSURANCE

     

    [OMITTED
      AS CONTAINING CONFIDENTIAL FINANCIAL INFORMATION]

     

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
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    EXHIBIT
      A

    TO

    TRUST
      INDENTURE AND MORTGAGE

     

    TRUST
      INDENTURE AND MORTGAGE SUPPLEMENT

     

    This
      TRUST INDENTURE AND MORTGAGE SUPPLEMENT NO. __, dated [______________ ___,
      ____]
      (herein called this “Trust Indenture Supplement”) of CONTINENTAL AIRLINES, INC.,
      as Owner (the “Owner”).

     

    W
      I T N E S S E T H:

     

    WHEREAS,
      the Trust Indenture and Mortgage [____], dated as of [______ __, 20__,] (as
      amended and supplemented, the “Trust Indenture”) between the Owner and
      Wilmington Trust Company, as Mortgagee (the “Mortgagee”), provides for the
      execution and delivery of a supplement thereto substantially in the form hereof,
      which shall particularly describe the Aircraft, and shall specifically mortgage
      such Aircraft to the Mortgagee; and

     

    WHEREAS,
      the Trust Indenture relates to the Airframe and Engines described below, and
      a
      counterpart of the Trust Indenture is attached hereto and made a part hereof
      and
      this Trust Indenture Supplement, together with such counterpart of the Trust
      Indenture, is being filed for recordation on the date hereof with the FAA as
      one
      document;

     

    NOW,
      THEREFORE, this Trust Indenture Supplement WITNESSETH that the Owner hereby
      confirms that the Lien of the Trust Indenture on the Collateral covers all
      of
      Owner’s right, title and interest in and to the following described property and
      that it hereby grants to the Security Trustee an “International Interest” (as
      defined in the Cape Town Convention on International Interests in Mobile
      Equipment and related Aircraft Equipment Protocol, as in effect in the United
      States) in the following airframe and engines:

     

    AIRFRAME

     

    One
      airframe identified as follows:

     

    

      
        	
                Manufacturer

              	 	
                Model

              	 	
                FAA
                  Registration

                Number

              	 	
                Manufacturer’s

                Serial
                  Number

              
	
                The
                  Boeing Company

              	 	 	 	 	 	 


      

    

     

    together
      with all of the Owner’s right, title and interest in and to all Parts of
      whatever nature, whether now owned or hereinafter acquired and which are from
      time to time incorporated or installed in or attached to said
      airframe.

     

    AIRCRAFT
      ENGINES

     

    Two
      aircraft engines, each such engine being a jet propulsion aircraft engine with
      at least 1750 lb of thrust or its equivalent, identified as
      follows:

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
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              Manufacturer

            	 	
              Manufacturer’s
                Model

            	 	
              Serial
                Number

            
	 	 	 	 	 


    

     

    together
      with all of Owner’s right, title and interest in and to all Parts of whatever
      nature, whether now owned or hereafter acquired and which are from time to
      time
      incorporated or installed in or attached to either of such engines.

     

    Together
      with all of Owner’s right, title and interest in and to (a) all Parts of
      whatever nature, which from time to time are included within the definition
      of
“Airframe” or “Engine”, whether now owned or hereafter acquired, including all
      substitutions, renewals and replacements of and additions, improvements,
      accessions and accumulations to the Airframe and Engines (other than additions,
      improvements, accessions and accumulations which constitute appliances, parts,
      instruments, appurtenances, accessories, furnishings or other equipment excluded
      from the definition of Parts) and (b) all Aircraft Documents.

     

    TO
      HAVE
      AND TO HOLD all and singular the aforesaid property unto the Mortgagee, its
      successors and assigns, in trust for the equal and proportionate benefit and
      security of the Note Holders and the Indenture Indemnitees, except as provided
      in Section 2.13 and Article III of the Trust Indenture without any preference,
      distinction or priority of any one Equipment Note over any other by reason
      of
      priority of time of issue, sale, negotiation, date of maturity thereof or
      otherwise for any reason whatsoever, and for the uses and purposes and subject
      to the terms and provisions set forth in the Trust Indenture.

     

    This
      Trust Indenture Supplement shall be construed as supplemental to the Trust
      Indenture and shall form a part thereof. The Trust Indenture is each hereby
      incorporated by reference herein and is hereby ratified, approved and
      confirmed.

     

    AND,
      FURTHER, the Owner hereby acknowledges that the Aircraft referred to in this
      Trust Indenture Supplement has been delivered to the Owner and is included
      in
      the property of the Owner subject to the pledge and mortgage thereof under
      the
      Trust Indenture.

     

    *   *   *

     

    IN
      WITNESS WHEREOF, the Owner has caused this Trust Indenture Supplement to be
      duly
      executed by one of its officers, thereunto duly authorized, on the day and
      year
      first above written.

    


    
      	 	
               

              CONTINENTAL
                AIRLINES, INC.

            
	 	
               

              By:___________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    


    
      
        
          
          

        

        
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    SCHEDULE
      I

    

      
        	 	
                Original
                  Amount

              	 	
                Interest
                  Rate

              
	
                 

                Series
                  A:

              	 	 	
                 

                5.983%

              
	
                 

                Series
                  B:

              	 	 	
                 

                6.903%

              
	
                 

                Series
                  C:

              	 	 	
                 

                7.339%

              
	
                 

                Total:

              	 	 	 


      

       

    

    Trust
      Indenture and Mortgage

    Equipment
      Note Amortization

    

      
        	
                 

                Payment
                  Date

              	 	
                Percentage
                  of Original 

                Amount
                  to be Paid