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


    

      


      


      


      


      


      


      


      


      


      TRUST
        SUPPLEMENT No. 2007-1B-S

      


      Dated
        as
        of April 10, 2007

      


      


      between

      


      WILMINGTON
        TRUST COMPANY

      as
        Trustee,

      


      


      and

      


      


      CONTINENTAL
        AIRLINES, INC.

      


      to

      


      PASS
        THROUGH TRUST AGREEMENT

      Dated
        as
        of September 25, 1997

      


      


      


      $221,850,000

      


      Continental
        Airlines Pass Through Trust 2007-1B-S

      6.903%
        Continental Airlines

      Pass
        Through Certificates,

      Series
        2007-1B-S

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TABLE
        OF CONTENTS

      


      Page

      
        	
                 

                ARTICLE
                  I THE CERTIFICATES

              	
                 

                2

              
	
                Section
                  1.01. The
                  Certificates

              	
                2

              
	
                 

                ARTICLE
                  II DEFINITIONS

              	
                 

                4

              
	
                Section
                  2.01. Definitions

              	
                4

              
	
                 

                ARTICLE
                  III DISTRIBUTIONS; STATEMENTS TO
                  CERTIFICATEHOLDERS

              	
                 

                10

              
	
                Section
                  3.01. Statements
                  to Applicable
                  Certificateholders

              	
                10

              
	
                Section
                  3.02. Special
                  Payments Account

              	
                12

              
	
                Section
                  3.03. Distributions
                  from Special Payments
                  Account

              	
                12

              
	
                Section
                  3.04. Limitation
                  of Liability for Payments

              	
                13

              
	
                 

                ARTICLE
                  IV DEFAULT

              	
                 

                14

              
	
                Section
                  4.01. Purchase
                  Rights of Certificateholders

              	
                14

              
	
                Section
                  4.02. Amendment
                  of Section 6.05 of the Basic
                  Agreement

              	
                16

              
	
                 

                ARTICLE
                  V THE TRUSTEE

              	
                 

                17

              
	
                Section
                  5.01. Acquisition
                  of Trust Property

              	
                17

              
	
                Section
                  5.02. [Intentionally
                  Omitted]

              	
                17

              
	
                Section
                  5.03. The
                  Trustee

              	
                18

              
	
                Section
                  5.04. Representations
                  and Warranties of the
                  Trustee

              	
                18

              
	
                Section
                  5.05. Trustee
                  Liens

              	
                19

              
	
                 

                ARTICLE
                  VI ADDITIONAL AMENDMENT; SUPPLEMENTAL
                  AGREEMENTS

              	
                 

                19

              
	
                Section
                  6.01. Amendment
                  of Section 5.02 of the Basic
                  Agreement

              	
                19

              
	
                Section
                  6.02. Supplemental
                  Agreements Without Consent of Applicable
                  Certificateholders

              	
                19

              
	
                Section
                  6.03. Supplemental
                  Agreements with Consent of Applicable
                  Certificateholders

              	
                20

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

              	
                20

              
	
                 

                ARTICLE
                  VII TERMINATION OF TRUST

              	
                 

                20

              
	
                Section
                  7.01. Termination
                  of the Applicable Trust

              	
                20

              
	
                 

                ARTICLE
                  VIII MISCELLANEOUS PROVISIONS

              	
                 

                21

              
	
                Section 8.01. Basic
                  Agreement Ratified

              	
                21

              
	
                Section
                  8.02. GOVERNING
                  LAW

              	
                21

              
	
                Section
                  8.03. Execution
                  in Counterparts

              	
                22

              
	
                Section
                  8.04. Intention
                  of Parties

              	
                22

              
	 	 


      

      


       

      
        
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          BACK

        

      


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

      


      W I T N E S S E T H:

      


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

      


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

      


      WHEREAS,
        as of the Transfer Date (as defined below), the Company will have financed
        the
        acquisition of all or a portion of such Aircraft through separate secured
        loan
        transactions, under which the Company owns such Aircraft (collectively, the
        "Owned
        Aircraft");

      


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

      


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

      


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

      


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

      


      WHEREAS,
        upon the execution and delivery of the Assignment and Assumption Agreement,
        all
        of the conditions and requirements necessary to make this Trust Supplement,
        when
        duly executed and delivered, a valid, binding and legal instrument in accordance
        with its 


      
        
          
          

        

        
          
          

          
            

          

        

        
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      terms
        and
        for the purposes herein expressed, have been done, performed and fulfilled,
        and
        the execution and delivery of this Trust Supplement in the form and with
        the
        terms hereof have been in all respects duly authorized;

      


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

      


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

       

      ARTICLE
        I

      THE
        CERTIFICATES

       

      Section
        1.01.  The
        Certificates.
        The
        Applicable Certificates shall be known as "Continental Airlines Pass Through
        Certificates, Series 2007-1B-S". Each Applicable Certificate represents a
        fractional undivided interest in the Applicable Trust created hereby. The
        Applicable Certificates shall be the only instruments evidencing a fractional
        undivided interest in the Applicable Trust.

      


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

      


      (a) The
        aggregate principal amount of the Applicable Certificates that shall be
        initially deemed issued under the Agreement shall be equal to the aggregate
        principal amount of "Outstanding" pass through certificates representing
        fractional undivided interests in the Related Trust on the Transfer Date.
        Subject to the preceding sentence and Section 5.01 of this Trust Supplement
        and
        except for Applicable Certificates authenticated and delivered under Sections
        3.03, 3.04, 3.05 and 3.06 of the Basic Agreement, no Applicable Certificates
        shall be authenticated under the Agreement.

      


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

       

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

      


      (d) At
        the
        Escrow Agent's request under the Escrow Agreement, the Trustee shall affix
        the
        corresponding Escrow Receipt to each Applicable Certificate. In any event,
        any
        transfer or exchange of any Applicable Certificate shall also effect a transfer
        or exchange of the related Escrow Receipt. Prior to the Final Withdrawal
        Date,
        no transfer or exchange of any Applicable Certificate shall be permitted
        unless
        the corresponding Escrow Receipt is attached thereto and also is so transferred
        or exchanged. 


      
        
          
          

        

        
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      By
        acceptance of any Applicable Certificate to which an Escrow Receipt is attached,
        each Holder of such an Applicable Certificate acknowledges and accepts the
        restrictions on transfer of the Escrow Receipt set forth herein and in the
        Escrow Agreement.

      


      (e) (i) The
        Applicable Certificates shall be in the form attached as Exhibit A to the
        Related Pass Through Trust Supplement, with such appropriate insertions,
        omissions, substitutions and other variations as are required or permitted
        by
        the Related Pass Through Trust Agreement or the Agreement, as the case may
        be,
        or as the Trustee may deem appropriate, to reflect the fact that the Applicable
        Certificates are being issued under the Agreement as opposed to under the
        Related Pass Through Trust Agreement. Any Person acquiring or accepting an
        Applicable Certificate or an interest therein will, by such acquisition or
        acceptance, be deemed to represent and warrant to and for the benefit of
        the
        Company that either (i) the assets of an employee benefit plan subject to
        Title I of the Employee Retirement Income Security Act of 1974, as amended
        ("ERISA"), or of a plan subject to Section 4975 of the Internal Revenue
        Code of 1986, as amended (the "Code"), have not been used to purchase or
        hold
        Applicable Certificates or an interest therein or (ii) the purchase and
        holding of Applicable Certificates or an interest therein is exempt from
        the
        prohibited transaction restrictions of ERISA and the Code pursuant to one
        or
        more prohibited transaction statutory or administrative exemptions.

      


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

      


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

       

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

       

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

       

      (i) The
        Responsible Party is the Company.

       

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

       

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

       

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


      
        
          
          

        

        
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      ARTICLE
        II

      DEFINITIONS

       

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

      


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

      


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

      


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

      


      Applicable
        Certificate:
        Means
        any of the "Applicable Certificates" issued by the Related Trust and that
        are
        "Outstanding" (as defined in the Related Pass Through Trust Agreement) as
        of the
        Transfer Date (the "Transfer
        Date Certificates")
        and
        any Certificate issued in exchange therefor or replacement thereof pursuant
        to
        the Agreement.

      


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

      


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

      


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

      


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

      


      Boeing:
        Means
        The Boeing Company. 

      


      Business
        Day:
        Means
        any day other than a Saturday, a Sunday or a day on which commercial banks
        are
        required or authorized to close in Houston, Texas, New York, New York, or,
        so
        long as any Applicable Certificate is Outstanding, the city and state in
        which
        the Trustee, the Subordination Agent or any Loan Trustee maintains its Corporate
        Trust Office or receives and disburses funds. 


      
        
          
          

        

        
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      Certificate:
        Has the
        meaning specified in the Intercreditor Agreement.

      


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

      


      Class:
        Has the
        meaning specified in the Intercreditor Agreement.

      


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

      


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

      


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

       

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

      


      Delivery
        Notice:
        Has the
        meaning specified in the NPA.

      


      Delivery
        Period Termination Date:
        Has the
        meaning specified in the Related Pass Through Trust Supplement.

      


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

      


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

      


      Deposits:
        Has the
        meaning specified in the Deposit Agreement.

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


      Final
        Maturity Date:
        Means
October
        19, 2023.
        

      


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

      


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

      


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

      


      Intercreditor
        Agreement:
        Means
        the Intercreditor Agreement dated as of April 10, 2007 among the Related
        Trustee
        (and after the Transfer Date, the Trustee), the Related Other Trustees (and
        after the Transfer Date, the Other Trustees), the Liquidity Provider, the
        liquidity provider relating to the Class A Certificates and Wilmington
        Trust Company, as Subordination Agent and as trustee thereunder, as amended,
        supplemented or otherwise modified from time to time in accordance with its
        terms.

      


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

      


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


      
        
          
          

        

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

      


      New
        Aircraft:
        Has the
        meaning specified in the NPA. 

      


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

      


      NPA:
        Means
        the Note Purchase Agreement dated as of April 10, 2007 among the Related
        Trustee
        (and after the Transfer Date, the Trustee), the Related Other Trustees (and
        after the Transfer Date, the Other Trustees), the Company, the Escrow Agent,
        the
        Escrow Paying Agent and the Subordination Agent, as the same may be amended,
        supplemented or otherwise modified from time to time, in accordance with
        its
        terms.

      


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

      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

         

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

      

      


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

      


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

      


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


      


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

      


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

      


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

      


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

      


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


      
        
          
          

        

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

      


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

      


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

      


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

      


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

      


      Substitute
        Aircraft:
        Has the
        meaning specified in the NPA.

      


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

      


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

      


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

      


      Trust
        Property:
        Means
        (i) subject to the Intercreditor Agreement, the Equipment Notes held as the
        property of the Applicable Trust, all monies at any time paid thereon and
        all
        monies due and to become due thereunder, (ii) funds from time to time
        deposited in the Certificate Account and the Special Payments Account and,
        subject to the 


      
        
          
          

        

        
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      Intercreditor
        Agreement, any proceeds from the sale by the Trustee pursuant to Article VI
        of the Basic Agreement of any Equipment Note and (iii) all rights of the
        Applicable Trust and the Trustee, on behalf of the Applicable Trust, under
        the
        Intercreditor Agreement, the Escrow Agreement, the NPA and the Liquidity
        Facility, including, without limitation, all rights to receive certain payments
        thereunder, and all monies paid to the Trustee on behalf of the Applicable
        Trust
        pursuant to the Intercreditor Agreement or the Liquidity Facility, provided
        that
        rights with respect to the Deposits or under the Escrow Agreement will not
        constitute Trust Property. 

      


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

      


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

      


      Underwriters:
        Means,
        collectively, Morgan Stanley & Co. Incorporated, Credit Suisse Securities
        (USA) LLC, Merrill
        Lynch, Pierce, Fenner & Smith Incorporated,
        Citigroup
        Global Markets Inc., UBS Securities LLC, Calyon Securities (USA) Inc. and
        J.P.Morgan Securities Inc.

      


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

       

      ARTICLE
        III

      DISTRIBUTIONS;
        STATEMENTS TO CERTIFICATEHOLDERS

       

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

       

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

      


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

      


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


      
        
          
          

        

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

      


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

      


      (vi) the
        Pool
        Balance and the Pool Factor.

      


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

      


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

      


      (c) If
        the
        aggregate principal payments scheduled for a Regular Distribution Date prior
        to
        the Delivery Period Termination Date differ from the amount thereof set forth
        for the Applicable Certificates on page S-33 of the Prospectus Supplement,
        by no later than the 15th
        day
        prior to such Regular Distribution Date, the Trustee (if the Related Trustee
        has
        not already done so) shall mail written notice of the actual amount of such
        scheduled payments to the Applicable Certificateholders of record as of a
        date
        within 15 Business Days prior to the date of mailing.

      


      (d) Promptly
        following (i) the Delivery Period Termination Date, if there has been any
        change
        in the information set forth in clauses (y) and (z) below from that set forth
        in
        page S-33 of the Prospectus Supplement, and (ii) the date of any early
        redemption or purchase of, or any default in the payment of principal or
        interest in respect of, any of the Equipment Notes held in the Applicable
        Trust,
        or any Final Withdrawal, the Trustee (if the Related Trustee has not already
        done so) shall furnish to Applicable Certificateholders of record on such
        date a



      
        
          
          

        

        
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      statement
        setting forth (x) the expected Pool Balances for each subsequent Regular
        Distribution Date following the Delivery Period Termination Date, (y) the
        related Pool Factors for such Regular Distribution Dates and (z) the expected
        principal distribution schedule of the Equipment Notes, in the aggregate,
        held
        as Trust Property at the date of such notice. With respect to the Applicable
        Certificates registered in the name of a Clearing Agency, on the Transfer
        Date,
        the Trustee (if the Related Trustee has not already done so) will request
        from
        such Clearing Agency a securities position listing setting forth the names
        of
        all Clearing Agency Participants reflected on such Clearing Agency's books
        as
        holding interests in the "Applicable Certificates" (as defined in the Related
        Pass Through Trust Agreement) on the Delivery Period Termination Date. The
        Trustee (if the Related Trustee has not already done so) will mail to each
        such
        Clearing Agency Participant the statement described above and will make
        available additional copies as requested by such Clearing Agency Participant
        for
        forwarding to holders of interests in the Applicable Certificates.

       

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

      


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

      


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

       

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

       

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

       

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

       

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

       

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

       

      (iii) the
        reason for the Special Payment, and

       

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

       

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

       

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

       

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

      


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


      
        
          
          

        

        
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      ARTICLE
        IV

      DEFAULT

       

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

      


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

      


       

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

       

      (ii) if
        any
        Additional Certificates are issued pursuant to one or more Additional Trusts,
        each Additional Certificateholder (other than the Company or any of its
        Affiliates), 


      
        
          
          

        

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

       

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

      


      The
        purchase price with respect to the Applicable Certificates shall be equal
        to the
        Pool Balance of the Applicable Certificates, together with accrued and unpaid
        interest thereon to the date of such purchase, without premium, but including
        any other amounts then due and payable to the Applicable Certificateholders
        under the Agreement, the Intercreditor Agreement, the Escrow Agreement or
        any
        Note Document or on or in respect of the Applicable Certificates; provided,
        however,
        that no
        such purchase of Applicable Certificates shall be effective unless the
        purchaser(s) shall certify to the Trustee that contemporaneously with such
        purchase, such purchaser(s) is (are) purchasing, pursuant to the terms of
        the
        Agreement and the Other Agreements, (A) in the case of any purchase of the
        Applicable Certificates pursuant to clause (i) above, all of the Applicable
        Certificates and the Class A Certificates, or (B) in all other cases,
        the Applicable Certificates, the Class A Certificates, the Class C Certificates
        and, if applicable, the Additional Certificates that are senior to the
        securities held by such purchaser(s). Each payment of the purchase price
        of the
        Applicable Certificates referred to in the first sentence hereof shall be
        made
        to an account or accounts designated by the Trustee and each such purchase
        shall
        be subject to the terms of this Section 4.01. Each Applicable Certificateholder
        agrees by its acceptance of its Applicable Certificate that (at any time
        after
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      Buyout
        Event) it will, upon payment from Class C Certificateholder(s), Additional
        Certificateholder(s) or Refinancing Certificateholders, as the case may be,
        of
        the purchase price set forth in the first sentence of this paragraph,
        (i) forthwith sell, assign, transfer and convey to the purchaser(s) thereof
        (without recourse, representation or warranty of any kind except for its
        own
        acts), all of the right, title, interest and obligation of such Applicable
        Certificateholder in the Agreement, the Escrow Agreement, the Deposit Agreement,
        the Intercreditor Agreement, the Liquidity Facility, the NPA, the Note Documents
        and all Applicable Certificates and Escrow Receipts held by such Applicable
        Certificateholder (excluding all right, title and interest under any of the
        foregoing to the extent such right, title or interest is with respect to
        an
        obligation not then due and payable as respects any action or inaction or
        state
        of affairs occurring prior to such sale) (and the purchaser shall assume
        all of
        such Applicable Certificateholder's obligations under the Agreement, the
        Escrow
        Agreement, the Deposit Agreement, the Intercreditor Agreement, the Liquidity
        Facility, the NPA, the Note Documents and all such Applicable Certificates
        and
        Escrow Receipts), (ii) if such purchase occurs after a record date
        specified in Section 2.03 of the Escrow Agreement relating to the
        distribution of unused Deposits and/or accrued and unpaid interest on Deposits
        and prior to or on the related distribution date thereunder, forthwith turn
        over
        to the purchaser(s) of its Applicable Certificate all amounts, if any, received
        by it on account of such distribution, and (iii) if such purchase occurs
        after a Record Date relating to any distribution and prior to or on the related
        Distribution Date, forthwith turn over to the purchaser(s) of its Applicable
        Certificate all amounts, if any, received by it on account of such distribution.
        The Applicable Certificates will be deemed to be purchased on the date payment
        of the purchase price is made notwithstanding the failure of the Applicable
        Certificateholders to deliver any Applicable Certificates and, upon such
        a
        purchase, (I) the only rights of the Applicable Certificateholders will be
        to
        deliver the Applicable Certificates to the purchaser(s) and receive the purchase
        price for such Applicable Certificates and (II) if the purchaser(s) shall
        so
        request, such Applicable Certificateholder will comply with all the provisions
        of Section 3.04 of the Basic Agreement to enable new Applicable Certificates
        to
        be issued to the purchaser in such denominations as it shall request. All
        charges and expenses in connection with the issuance of any such new Applicable
        Certificates shall be borne by the purchaser thereof.

      


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

      


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

      


      Section
        4.02.  Amendment
        of Section 6.05 of the Basic Agreement.
        Section 6.05 of the Basic Agreement shall be amended, with respect to the
        Applicable Trust, by deleting the 


      
        
          
          

        

        
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      phrase
        "and thereby annul any Direction given by such Certificateholders or the
        Trustee
        to such Loan Trustee with respect thereto," set forth in the first sentence
        thereof. 

       

      ARTICLE
        V

      THE
        TRUSTEE

       

      Section
        5.01. 
        Acquisition of Trust Property.
        (a) The
        Trustee is hereby irrevocably authorized and directed to execute and deliver
        the
        Assignment and Assumption Agreement on the date specified in Section 7.01
        of the
        Related Pass Through Trust Supplement, subject only to the satisfaction of
        the
        conditions set forth in said Section 7.01. The Agreement (except only for
        this
        sentence and the immediately preceding sentence hereof, which are effective
        upon
        execution and delivery hereof) shall become effective upon the execution
        and
        delivery of the Assignment and Assumption Agreement by the Trustee and the
        Related Trustee, automatically and without any further signature or action
        on
        the part of the Company and the Trustee, and shall thereupon constitute the
        legal, valid and binding obligation of the parties hereto enforceable against
        each of the parties hereto in accordance with its terms. Upon such execution
        and
        delivery of the Assignment and Assumption Agreement, the Related Trust shall
        be
        terminated, the Applicable Certificateholders shall receive beneficial interests
        in the Applicable Trust in exchange for their interests in the Related Trust
        equal to their respective beneficial interests in the Related Trust and the
        "Outstanding" (as defined in the Related Pass Through Trust Agreement) pass
        through certificates representing fractional undivided interests in the Related
        Trust shall be deemed for all purposes of the Agreement, without further
        signature or action of any party or Certificateholder, to be Certificates
        representing the same Fractional Undivided Interests in the Trust and Trust
        Property. By acceptance of its Applicable Certificate, each Applicable
        Certificateholder consents to and ratifies such assignment, transfer and
        delivery of the trust property of the Related Trust to the Trustee upon the
        execution and delivery of the Assignment and Assumption Agreement. The
        provisions of this Section 5.01(a) supersede and replace the provisions of
        Section 2.02 of the Basic Agreement with respect to the Applicable Trust,
        and
        all provisions of the Basic Agreement relating to Postponed Notes or Section
        2.02 of the Basic Agreement shall not apply to the Applicable
        Trust.

      


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

      


      Section
        5.02.  [Intentionally
        Omitted]


      
        
          
          

        

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

      


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

      


      Section
        5.04.  Representations
        and Warranties of the Trustee.
        The
        Trustee hereby represents and warrants, on the Transfer Date, that:

      


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

      


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


      
        
          
          

        

        
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      (c) the
        receipt of the Trust Property under the Assignment and Assumption Agreement
        and
        the performance by the Trustee of the Assignment and Assumption Agreement,
        this
        Trust Supplement, the Intercreditor Agreement, the Escrow Agreement, the
        NPA and
        the Note Documents to which it is a party will not require the authorization,
        consent, or approval of, the giving of notice to, the filing or registration
        with, or the taking of any other action in respect of, any governmental
        authority or agency of the United States or the state of the United States
        where
        it is located regulating the banking and corporate trust activities of the
        Trustee; and

      


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

      


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

       

      ARTICLE
        VI

      ADDITIONAL
        AMENDMENT; SUPPLEMENTAL AGREEMENTS

       

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

      


      Section
        6.02.  Supplemental
        Agreements Without Consent of Applicable Certificateholders.
        Without
        limitation of Section 9.01 of the Basic Agreement, under the terms of, and
        subject to the limitations contained in, Section 9.01 of the Basic Agreement,
        the Company may (but will not be required to), and the Trustee (subject to
        Section 9.03 of the Basic Agreement) shall, at the Company's request, at
        any time and from time to time, (i) enter into one or more agreements
        supplemental to the Escrow Agreement, the NPA or the Deposit Agreement, for
        any
        of the purposes set forth in clauses (1) through (9) of such
        Section 9.01, and (without limitation of the foregoing or Section 9.01
        of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall
        also be deemed to include the Company's obligations under (in the case



      
        
          
          

        

        
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      of
        clause (2)), and the Company's rights and powers conferred by (in the case
        of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of
        such
        Section 9.01 to "any Intercreditor Agreement or any Liquidity Facility" shall
        also be deemed to refer to "the Intercreditor Agreement, the Liquidity Facility,
        the Escrow Agreement, the NPA or the Deposit Agreement", (ii) enter into
        one or
        more agreements supplemental to the Agreement, the Intercreditor Agreement
        or
        the NPA to provide for the formation of one or more Additional Trusts, the
        issuance of Additional Certificates, the purchase by any Additional Trust
        of
        applicable Additional Equipment Notes and other matters incidental thereto
        or
        otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject
        to the
        provisions of Section 4(a)(vi) of the NPA and Section 9.1 of the Intercreditor
        Agreement, and (iii) enter into one or more agreements supplemental to the
        Agreement to provide for the formation of one or more Refinancing Trusts,
        the
        issuance of Refinancing Certificates, the purchase by any Refinancing Trust
        of
        applicable Refinancing Equipment Notes and other matters incidental thereto
        or
        as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject
        to
        the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the
        Intercreditor Agreement.

      


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

      


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

       

      ARTICLE
        VII

      TERMINATION
        OF TRUST

       

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


      
        
          
          

        

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

      


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

      


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

       

      ARTICLE
        VIII

      MISCELLANEOUS
        PROVISIONS

       

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

      


      Section
        8.02. GOVERNING
        LAW.
        THE AGREEMENT AND THE APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED
        IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THIS SECTION



      
        
          
          

        

        
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      8.02
        SUPERSEDES AND REPLACES SECTION 12.05 OF THE BASIC
        AGREEMENT,
        WITH RESPECT TO THE APPLICABLE TRUST.

      


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

      


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


      
        
          
          

        

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

      


      
        	 	
                CONTINENTAL
                  AIRLINES, INC.

              
	 	 	 
	 	
                By

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


      


      
        	 	
                WILMINGTON
                  TRUST COMPANY,

                             
                  as Trustee

              
	 	 	 
	 	
                By

              	 
	 	 	
                Name:

              
	 	 	
                Title:

              


      

      


      
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