Deposit Agreement (Class C), dated as of April 10, 2007


    


    


    


    


    


    


    DEPOSIT
      AGREEMENT

    (Class
      C)

    


    Dated
      as
      of April 10, 2007

    


    


    between

    


    


    WELLS
      FARGO BANK NORTHWEST, NATIONAL ASSOCIATION

    


    as
      Escrow
      Agent 

    


    


    and

    


    


    CREDIT
      SUISSE, NEW YORK BRANCH

     

    as
      Depositary

    


    


    


    


    


    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    Page

    


    

      
        	
                 

                SECTION
                  1.1 Acceptance of Depositary

              	
                 

                2

              
	
                 

                SECTION
                  1.2 Establishment of Accounts

              	
                 

                2

              
	
                 

                SECTION
                  2.1 Deposits

              	
                 

                2

              
	
                 

                SECTION
                  2.2 Interest

              	
                 

                2

              
	
                 

                SECTION
                  2.3 Withdrawals

              	
                 

                3

              
	
                 

                SECTION
                  2.4 Other Accounts

              	
                 

                4

              
	
                 

                SECTION
                  3. Termination

              	
                 

                4

              
	
                 

                SECTION
                  4. Payments

              	
                 

                4

              
	
                 

                SECTION
                  5. Representation and Warranties

              	
                 

                5

              
	
                 

                SECTION
                  6. Transfer

              	
                 

                6

              
	
                 

                SECTION
                  7. Amendment, Etc.

              	
                 

                6

              
	
                 

                SECTION
                  8. Notices

              	
                 

                6

              
	
                 

                SECTION
                  9. Obligations Unconditional

              	
                 

                7

              
	
                 

                SECTION
                  10. Entire Agreement

              	
                 

                7

              
	
                 

                SECTION
                  11. Governing Law

              	
                 

                7

              
	
                 

                SECTION
                  12. Waiver of Jury Trial Right

              	
                 

                7

              
	
                 

                SECTION
                  13. Counterparts

              	
                 

                7

              
	
                 

                SECTION
                  14. Head Office Obligation

              	
                 

                7

              
	
                 

                SECTION
                  15. Rights of Receiptholders

              	
                 

                7

              


      

    

    



    
      
        
        

      

      
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    DEPOSIT
      AGREEMENT (Class C) dated as of April 10, 2007 (as amended, modified or
      supplemented from time to time, this “Agreement”)
      between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
      association, as Escrow Agent under the Escrow and Paying Agent Agreement
      referred to below (in such capacity, together with its successors in such
      capacity, the “Escrow
      Agent”),
      and
      CREDIT SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and
      existing under the laws of Switzerland and licensed under the laws of the State
      of New York, as depositary bank (the “Depositary”).

     

    W
      I T
      N E S S E T H

     

    WHEREAS,
      Continental Airlines, Inc. (“Continental”)
      and
      Wilmington Trust Company, not in its individual capacity except as otherwise
      expressly provided therein, but solely as trustee (in such capacity, together
      with its successors in such capacity, the “Pass
      Through Trustee”)
      have
      entered into a Trust Supplement, dated as of April 10, 2007 (the “Trust
      Supplement”)
      to the
      Pass Through Trust Agreement dated as of September 25, 1997 (together, as
      amended, modified or supplemented from time to time in accordance with the
      terms
      thereof, the “Pass
      Through Trust Agreement”)
      relating to Continental Airlines Pass Through Trust 2007-1C-O pursuant to which
      the Continental Airlines Pass Through Trust, Series 2007-1C-O Certificates
      referred to therein (the “Certificates”)
      are
      being issued (the date of such issuance, the “Issuance
      Date”);
      

     

    WHEREAS,
      Continental and 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. (collectively, the “Underwriters”
and,
      together with their respective transferees and assigns as registered owners
      of
      the Certificates, the “Investors”)
      have
      entered into an Underwriting Agreement dated as of March 27, 2007 pursuant
      to
      which the Pass Through Trustee will issue and sell the Certificates to the
      Underwriters;

     

    WHEREAS,
      Continental, the Pass Through Trustee, certain other pass through trustees
      and
      certain other persons concurrently herewith are entering into the Note Purchase
      Agreement, dated as of the date hereof (the “Note
      Purchase Agreement”),
      pursuant to which the Pass Through Trustee has agreed to acquire from time
      to
      time on or prior to the Delivery Period Termination Date (as defined in the
      Note
      Purchase Agreement) equipment notes (the “Equipment
      Notes”)
      issued
      to finance the acquisition of aircraft by Continental, as owner, utilizing
      a
      portion of the proceeds from the sale of the Certificates (the “Net
      Proceeds”);
      

     

    WHEREAS,
      the Escrow Agent, the Underwriters, the Pass Through Trustee and Wilmington
      Trust Company, as paying agent for the Escrow Agent (in such capacity, together
      with its successors in such capacity, the “Paying
      Agent”)
      concurrently herewith are entering into an Escrow and Paying Agent Agreement,
      dated as of the date hereof (as amended, modified or supplemented from time
      to
      time in accordance with the terms thereof, the “Escrow
      and Paying Agent Agreement”);
      and

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WHEREAS,
      the Underwriters and the Pass Through Trustee intend that the Net Proceeds
      be
      held in escrow by the Escrow Agent on behalf of the Investors pursuant to the
      Escrow and Paying Agent Agreement, subject to withdrawal upon request of and
      proper certification by the Pass Through Trustee for the purpose of purchasing
      Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited
      by the Escrow Agent with the Depositary pursuant to this Agreement, which
      provides for the Depositary to pay interest for distribution to the Investors
      and to establish accounts from which the Escrow Agent shall make withdrawals
      upon request of and proper certification by the Pass Through
      Trustee.

     

    NOW,
      THEREFORE, in consideration of the obligations contained herein, and for other
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto hereby agree as follows:

     

    SECTION
      1.1 Acceptance
      of Depositary.
      The
      Depositary hereby agrees to act as depositary bank as provided herein and in
      connection therewith to accept all amounts to be delivered to or held by the
      Depositary pursuant to the terms of this Agreement. The Depositary further
      agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined
      below) during the term of this Agreement in accordance with the provisions
      of
      this Agreement. The Escrow Agent shall not have any right to withdraw, assign
      or
      otherwise transfer moneys held in the Accounts except as permitted by this
      Agreement.

     

    SECTION
      1.2 Establishment
      of Accounts.
      The
      Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to
      establish the separate deposit accounts listed on Schedule I hereto and to
      establish such additional separate deposit accounts as may be required in
      connection with the deposits contemplated by Section 2.4 hereof (each, an
“Account”
and
      collectively, the “Accounts”),
      each
      in the name of the Escrow Agent and all on the terms and conditions set forth
      in
      this Agreement.

     

    SECTION
      2.1 Deposits.
      The
      Escrow Agent shall direct the Underwriters to deposit with the Depositary on
      the
      date of this Agreement (the “Deposit
      Date”)
      in
      Federal (same day) funds by wire transfer to: Credit Suisse, New York Branch,
      Reference: Continental 2007-1C, and the Depositary shall accept from the
      Underwriters, on behalf of the Escrow Agent, the sum of US$168,198,000. Upon
      acceptance of such sum, the Depositary shall (i) establish each of the deposits
      specified in Schedule I hereto maturing on October 31, 2009 (including any
      deposit made pursuant to Section 2.4 hereof, individually, a “Deposit”
and,
      collectively, the “Deposits”)
      and
      (ii) credit each Deposit to the related Account as set forth therein. No amount
      shall be deposited in any Account other than the related Deposit.

     

    SECTION
      2.2 Interest.
      Each
      Deposit shall bear interest from and including the date of deposit to but
      excluding the date of withdrawal at the rate of 7.339% per annum (computed
      on
      the basis of a year of twelve 30-day months) payable to the Paying Agent on
      behalf of the Escrow Agent semi-annually in arrears on each April 19 and October
      19, commencing on October 19, 2007 (each, an “Interest
      Payment Date”),
      and
      on the date of the Final Withdrawal (as defined below), or the date of the
      Replacement Withdrawal (as defined below), as applicable, all in accordance
      with
      the terms of this Agreement (whether or not any such Deposit is withdrawn on
      an
      Interest Payment Date). Interest accrued on any Deposit that is withdrawn
      pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid
      on
      the 

     


    
      
        
        

      

      
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    next
      Interest Payment Date, notwithstanding any intervening Final Withdrawal (as
      defined below). 

    


    SECTION
      2.3 Withdrawals.
      (a) On
      and after the date seven days after the establishment of any Deposit, the Escrow
      Agent may, by providing at least one Business Day's prior notice of withdrawal
      to the Depositary in the form of Exhibit A hereto (a “Notice
      of Purchase Withdrawal”),
      withdraw not less than the entire balance of such Deposit, except that at any
      time prior to the actual withdrawal of such Deposit, the Escrow Agent or the
      Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal
      (including on the scheduled date therefor), and thereafter such Deposit shall
      continue to be maintained by the Depositary in accordance with the original
      terms thereof. Following such withdrawal the balance in the related Account
      shall be zero and the Depositary shall close such Account. As used herein,
      “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. The Depositary may waive the foregoing requirement
      that
      any Deposit can only be withdrawn on or after seven days after the establishment
      thereof, and may instead reserve the right, upon at least 14 days' prior written
      notice to Continental, the Escrow Agent and the Pass Through Trustee, to require
      seven days' notice for any withdrawal.

     

    (b) (i)
      The
      Escrow Agent may, by providing at least 15 days' prior notice of withdrawal
      to
      the Depositary in the form of Exhibit B hereto (a “Notice
      of Final Withdrawal”),
      withdraw the entire amount of all of the remaining Deposits together with the
      payment by the Depositary of all accrued and unpaid interest on such Deposits
      to
      but excluding the specified date of withdrawal (a “Final
      Withdrawal”),
      on
      such date as shall be specified in such Notice of Final Withdrawal. If a Notice
      of Final Withdrawal has not been given to the Depositary on or before October
      9,
      2009 (provided that, if a labor strike occurs or continues at The Boeing Company
      after the Issuance Date and prior to September 30, 2009 (a “Labor
      Strike”),
      such
      date shall be extended by adding thereto the number of days that such strike
      continued in effect after the Issuance Date (the “Additional
      Days”))
      and
      there are unwithdrawn Deposits on such date, the Depositary shall pay the amount
      of the Final Withdrawal to the Paying Agent on October 31, 2009 (provided that
      if a Labor Strike occurs or continues, such date shall be extended by the
      Additional Days).

     

    (ii)
      The
      Escrow Agent may, by providing at least five Business Days' prior notice of
      withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice
      of Replacement Withdrawal”),
      withdraw the entire amount of all Deposits then held by the Depositary together
      with all accrued and unpaid interest on such Deposits (including Deposits
      previously withdrawn pursuant to a Notice of Purchase Withdrawal) to but
      excluding the specified date of withdrawal (a “Replacement
      Withdrawal”),
      on
      such date as shall be specified in such Notice of Replacement
      Withdrawal.

     

    (c) If
      the
      Depositary receives a duly completed Notice of Purchase Withdrawal, Notice
      of
      Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal
      Notice”)
      complying with the provisions of this Agreement, it shall make the payments
      specified therein in accordance with the provisions of this
      Agreement.

     

     


    
      
        
        

      

      
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    SECTION
      2.4 Other
      Accounts.
      On the
      date of withdrawal of any Deposit (other than the date of the Final Withdrawal
      or Replacement Withdrawal), the Escrow Agent, or the Pass Through Trustee on
      behalf of the Escrow Agent, shall re-deposit with the Depositary any portion
      thereof not used to acquire Equipment Notes and the Depositary shall accept
      the
      same for deposit hereunder. Any sums so received for deposit shall be
      established as a new Deposit and credited to a new Account, all as more fully
      provided in Section 2.1 hereof, and thereafter the provisions of this Agreement
      shall apply thereto as fully and with the same force and effect as if such
      Deposit had been established on the Deposit Date except that (i) such Deposit
      may not be withdrawn prior to the date seven days after the establishment
      thereof and (ii) such Deposit shall mature on October 31, 2009 (provided that
      if
      a Labor Strike occurs or continues, such date shall be extended by the
      Additional Days) and bear interest as provided in Section 2.2. The Depositary
      shall promptly give notice to the Escrow Agent of receipt of each such
      re-deposit and the account number assigned thereto.

     

    SECTION
      3. Termination.
      This
      Agreement shall terminate on the fifth Business Day after the later of the
      date
      on which (i) all of the Deposits shall have been withdrawn and paid as provided
      herein without any re-deposit and (ii) all accrued and unpaid interest on the
      Deposits shall have been paid as provided herein, but in no event prior to
      the
      date on which the Depositary shall have performed in full its obligations
      hereunder.

     

    SECTION
      4. Payments.
      All
      payments (including, without limitation, those payments made in respect of
      Taxes
      (as defined and provided for below)) made by the Depositary hereunder shall
      be
      paid in United States Dollars and immediately available funds by wire transfer
      (i) in the case of accrued interest on the Deposits payable under Section 2.2
      hereof or any Final Withdrawal, directly to the Paying Agent at Wilmington
      Trust
      Company, Wilmington, DE, ABA# 031100092, Account No. 080930-000, Attention:
      Robin Henry, Telephone No.: (302) 636-6294, Reference: Continental Airlines
      PTT,
      Series 2007-1C, or to such other account as the Paying Agent may direct from
      time to time in writing to the Depositary and the Escrow Agent and (ii) in
      the
      case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase
      Withdrawal or Notice of Replacement Withdrawal, directly to or as directed
      by
      the Pass Through Trustee as specified and in the manner provided in such Notice
      of Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary
      hereby waives any and all rights of set-off, combination of accounts, right
      of
      retention or similar right (whether arising under applicable law, contract
      or
      otherwise) it may have against the Deposits howsoever arising. All payments
      on
      or in respect of each Deposit shall be made free and clear of and without
      reduction for or on account of any and all taxes, levies or other impositions
      or
      charges (collectively, “Taxes”).
      However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of
      the
      Escrow and Paying Agent Agreement) shall be required by law to deduct or
      withhold any Taxes from or in respect of any sum payable hereunder, the
      Depositary shall (i) make such deductions or withholding, (ii) pay the full
      amount deducted or withheld (including in respect of such additional amounts)
      to
      the competent taxation authority and (iii) if the Taxes required to be
      deducted or withheld are imposed by Switzerland or any political subdivision
      thereof, pay such additional amounts as may be necessary in order that the
      actual amount received by the designated recipient of such sum under this
      Agreement or the Escrow and Paying Agent Agreement after such deduction or
      withholding equals the sum it would have received had no such deduction or
      withholding been required. If the date on which any payment due on any


     


    
      
        
        

      

      
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    Deposit
      would otherwise fall on a day which is not a Business Day, such payment shall
      be
      made on the next succeeding Business Day, and no additional interest shall
      accrue in respect of such extension.

    


    SECTION
      5. Representation
      and Warranties.
      The
      Depositary hereby represents and warrants to Continental, the Escrow Agent,
      the
      Pass Through Trustee and the Paying Agent that:

     

    (a) it
      is a
      banking corporation duly organized and validly existing in good standing under
      the laws of its jurisdiction of organization and is duly qualified to conduct
      banking business in the State of New York;

     

    (b) it
      has
      full power, authority and legal right to conduct its business and operations
      as
      currently conducted and to enter into and perform its obligations under this
      Agreement;

     

    (c) the
      execution, delivery and performance of this Agreement have been duly authorized
      by all necessary corporate action on the part of it and do not require any
      stockholder approval, or approval or consent of any trustee or holder of any
      indebtedness or obligations of it, and this Agreement has been duly executed
      and
      delivered by it and constitutes its legal, valid and binding obligations
      enforceable against it in accordance with the terms hereof;

     

    (d) no
      authorization, consent or approval of or other action by, and no notice to
      or
      filing with, any United States federal or state governmental authority or
      regulatory body is required for the execution, delivery or performance by it
      of
      this Agreement;

     

    (e) neither
      the execution, delivery or performance by it of this Agreement, nor compliance
      with the terms and provisions hereof, conflicts or will conflict with or results
      or will result in a breach or violation of any of the terms, conditions or
      provisions of, or will require any consent or approval under, any law,
      governmental rule or regulation or the charter documents, as amended, or bylaws,
      as amended, of it or any similar instrument binding on it or any order, writ,
      injunction or decree of any court or governmental authority against it or by
      which it or any of its properties is bound or of any indenture, mortgage or
      contract or other agreement or instrument to which it is a party or by which
      it
      or any of its properties is bound, or constitutes or will constitute a default
      thereunder or results or will result in the imposition of any lien upon any
      of
      its properties; and

     

    (f) there
      are
      no pending or, to its knowledge, threatened actions, suits, investigations
      or
      proceedings (whether or not purportedly on behalf of it) against or affecting
      it
      or any of its property before or by any court or administrative agency which,
      if
      adversely determined, (i) would adversely affect the ability of it to perform
      its obligations under this Agreement or (ii) would call into question or
      challenge the validity of this Agreement or the enforceability hereof in
      accordance with the terms hereof, nor is the Depositary in default with respect
      to any order of any court, governmental authority, 

     


    
      
        
        

      

      
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    arbitration
      board or administrative agency so as to adversely affect its ability to perform
      its obligations under this Agreement.

     

    SECTION
      6. Transfer.
      Neither
      party hereto shall be entitled to assign or otherwise transfer this Agreement
      (or any interest herein) other than (in the case of the Escrow Agent) to a
      successor escrow agent under the Escrow and Paying Agent Agreement, and any
      purported assignment in violation thereof shall be void. This Agreement shall
      be
      binding upon the parties hereto and their respective successors and (in the
      case
      of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer
      (as
      defined below) contemplated by the Assignment and Assumption Agreement (as
      defined below), the Pass Through Trustee shall (without further act) be deemed
      to have transferred all of its right, title and interest in and to this
      Agreement to the trustee of the Successor Trust (as defined below) and,
      thereafter, the trustee of the Successor Trust shall be deemed to be the “Pass
      Through Trustee” hereunder with the rights of the “Pass Through Trustee”
hereunder, and each reference herein to “Continental Airlines Pass Through Trust
      2007-1C-O” shall be deemed to be a reference to “Continental Airlines Pass
      Through Trust 2007-1C-S”. The Escrow Agent and the Depositary hereby acknowledge
      and consent to the Transfer contemplated by the Assignment and Assumption
      Agreement. For the purposes of this Section 6, “Transfer”
means
      the transfer contemplated by the Assignment and Assumption Agreement;
“Assignment
      and Assumption Agreement”
means
      the Assignment and Assumption Agreement to be entered into between the Pass
      Through Trustee and the trustee of the Successor Trust, substantially in the
      form of Exhibit C to the Trust Supplement; and “Successor
      Trust”
means
      the Continental Airlines Pass Through Trust 2007-1C-S.

     

    SECTION
      7. Amendment,
      Etc.
      This
      Agreement may not be amended, waived or otherwise modified except by an
      instrument in writing signed by the party against whom the amendment, waiver
      or
      other modification is sought to be enforced and by the Pass Through
      Trustee.

     

    SECTION
      8. Notices.
      Unless
      otherwise expressly provided herein, any notice or other communication under
      this Agreement shall be in writing (including by facsimile) and shall be deemed
      to be given and effective upon receipt thereof. All notices shall be sent to
      (x)
      in the case of the Depositary, Credit Suisse, New York Branch, 11 Madison
      Avenue, New York, New York 10010, Attention: Karl Studer (Telecopier: (212)
      743-1894), with copies to James Palen (Telecopier: (212) 743-2025) and Carl
      Paravati (Telecopier: (212) 538-5165) at the foregoing address or (y) in the
      case of the Escrow Agent, Wells Fargo Bank Northwest, National Association,
      299
      South Main Street, 12th Floor, Salt Lake City, UT 84111, Attention: Corporate
      Trust Services (Telecopier: (801) 246-5053), in each case, with a copy to the
      Pass Through Trustee, Wilmington Trust Company, 1100 North Market Street, Rodney
      Square North, Wilmington, DE 19890-1605, Attention: Corporate Capital Market
      Services (Telecopier: (302) 636-4140) and to Continental, Continental Airlines,
      Inc., 1600 Smith Street, Dept. HQS-FN, Houston, TX 77002, Attention: Treasurer
      (Telecopier: (713) 324-2447) (or at such other address as any such party may
      specify from time to time in a written notice to the parties hereto). On or
      prior to the execution of this Agreement, the Escrow Agent has delivered to
      the
      Depositary a certificate containing specimen signatures of the representatives
      of the Escrow Agent who are authorized to give notices and instructions with
      respect to this Agreement. The Depositary may conclusively rely on such
      certificate until the Depositary receives written notice from the Escrow Agent
      to the contrary.

     

     


    
      
        
        

      

      
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    SECTION
      9. Obligations
      Unconditional.
      The
      Depositary hereby acknowledges and agrees that its obligation to repay each
      Deposit together with interest thereon as provided herein is absolute,
      irrevocable and unconditional and constitutes a full recourse obligation of
      the
      Depositary enforceable against it to the full extent of all of its assets and
      properties.

     

    SECTION
      10. Entire
      Agreement.
      This
      Agreement (including all attachments hereto) sets forth all of the promises,
      covenants, agreements, conditions and understandings between the Depositary
      and
      the Escrow Agent with respect to the subject matter hereof and supersedes all
      prior and contemporaneous agreements and undertakings, inducements or
      conditions, express or implied, oral or written.

     

    SECTION
      11. Governing
      Law.
      This
      Agreement, and the rights and obligations of the Depositary and the Escrow
      Agent
      with respect to the Deposits, shall be governed by, and construed in accordance
      with, the laws of the State of New York and subject to the provisions of
      Regulation D of the Board of Governors of the Federal Reserve System (or any
      successor), as the same may be modified and supplemented and in effect from
      time
      to time.

     

    SECTION
      12. Waiver
      of Jury Trial Right.
      EACH OF
      THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT,
      ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY
      IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

     

    SECTION
      13. Counterparts.
      This
      Agreement may be executed in one or more counterparts, all of which taken
      together shall constitute one instrument.

     

    SECTION
      14. Head
      Office Obligation.
      Credit
      Suisse hereby agrees that the obligations of the Depositary hereunder are also
      the obligations of Credit Suisse's Head Office in Zurich, Switzerland.
      Accordingly, any beneficiary of this Agreement will be able to proceed directly
      against Credit Suisse's Head Office in Zurich, Switzerland, if Credit Suisse's
      New York Branch defaults in its obligation to such beneficiary under this
      Agreement.

     

    SECTION
      15. Rights
      of Receiptholders.
      The
      Depositary acknowledges that, if the Depositary shall fail to pay when due
      hereunder any interest on the Deposits or the Final Withdrawal, the
“Receiptholders” (as defined in the Escrow and Paying Agent Agreement) shall
      have the right to claim directly against the Depositary as provided in Section
      15 of the Escrow and Paying Agent Agreement and that any such claim shall not
      be
      subject to defenses that the Depositary may have against the Escrow
      Agent.

     

    



    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit
      Agreement to be duly executed as of the day and year first above
      written.

     

    


    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,

                
                as Escrow Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 
	 	
              CREDIT
                SUISSE, NEW YORK BRANCH,

                
                as Depositary

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 	 	 


    

    


    


    


    



    
      
        
        

      

      
        Deposit
          Agreement (Class C)

        
          

        

      

      
        
        

      

    


    Schedule
      I

    


    


    Schedule
      of Deposits

    Class
      C

    


    


    
      	
               

              Aircraft
                Type

            	
               

              Deposit
                Amount

            	
               

              Account
                No.

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C1

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C2

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C3

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C4

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C5

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C6

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C7

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C8

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C9

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C10

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C11

            
	
              Boeing
                737-824

            	
              $
                5,177,000.00

            	
              824C12

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C1

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C2

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C3

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C4

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C5

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C6

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C7

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C8

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C9

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C10

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C11

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C12

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C13

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C14

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C15

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C16

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C17

            
	
              Boeing
                737-924ER

            	
              $
                5,893,000.00

            	
              924C18

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
 

    NOTICE
      OF
      PURCHASE WITHDRAWAL

    


    


    CREDIT
      SUISSE, NEW YORK BRANCH

    11
      Madison Avenue

    New
      York,
      New York 10010

    Attention:
      Karl Studer

    Telecopier:
      212-743-1894

    Attention:
      James Palen

    Telecopier:
      212-743-2025

    Attention:
      Carl Paravati 

    Telecopier:
      212-538-5165

    


     

    Gentlemen:

     

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

     

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

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposit
      to
      ________________, Account No. _____, Reference: _________] on _________ __,
      200__, upon the telephonic request of a representative of the Pass Through
      Trustee.

     

    


    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL
                ASSOCIATION,

                
                as Escrow Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 


    

    


    Dated:
      _______ __, 200_


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

    


    


    NOTICE
      OF
      FINAL WITHDRAWAL

    


    


    CREDIT
      SUISSE, NEW YORK BRANCH

    11
      Madison Avenue

    New
      York,
      New York 10010

    Attention:
      Karl Studer

    Telecopier:
      212-743-1894

    Attention:
      James Palen

    Telecopier:
      212-743-2025

    Attention:
      Carl Paravati 

    Telecopier:
      212-538-5165

    


    


    Gentlemen:

     

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

     

    In
      accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned
      hereby requests the withdrawal of the entire amount of all
      Deposits.

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposits
      and accrued interest thereon to the Paying Agent at Wilmington Trust Company,
      ABA# 031100092, Account No. _____________, Reference: Continental
      2007-1C.

     

    


    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL
                ASSOCIATION,

                
                as Escrow Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 


    

    


    Dated:
      _________, 200_

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      EXHIBIT
        C

      


      NOTICE
        OF
        REPLACEMENT WITHDRAWAL



    CREDIT
      SUISSE, NEW YORK BRANCH

    11
      Madison Avenue

    New
      York,
      New York 10010

    Attention:
      Karl Studer

    Telecopier:
      212-743-1894

    Attention:
      James Palen

    Telecopier:
      212-743-2025

    Attention:
      Carl Paravati 

    Telecopier:
      212-538-5165

    


    


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

     

    In
      accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned
      hereby requests the withdrawal of the entire amount of all
      Deposits.

     

    The
      undersigned hereby directs the Depositary to pay the proceeds of the Deposits
      and accrued interest thereon to [_____________________], Reference: Continental
      2007-1C.

     

    


    
      	 	
              WELLS
                FARGO BANK NORTHWEST, NATIONAL
                ASSOCIATION,

                
                as Escrow Agent

            
	 	 
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            	 
	 	 	
              Title:

            	 
	 	 


    

    


    Dated:
      _________, 200_