Master Guaranty Certificate No. G736.759, dated as of April 10, 2007


    

      1st
        Original

       

      MASTER
        GUARANTY CERTIFICATE NO. G736.759

       

      Certificate
        dated as of April 10, 2007, issued by RAIFFEISEN ZENTRALBANK ÖSTERREICH
        AKTIENGESELLSCHAFT, a banking institution organized and existing under the
        law
        of the Republic of Austria (the “Guarantor”),
        for
        the benefit of the following named person or entity in connection with
        obligations of RZB Finance LLC, a Delaware limited liability company and
        wholly
        owned subsidiary of the Guarantor (“RZB
        Finance”),
        to
        such person or entity:

       

      Name
        of
        Beneficiary: Wilmington Trust Company (“WTC”),
        as
        Subordination Agent and as Agent and Trustee for each of Continental Airlines
        Pass Through Trust 2007-1A and Continental Airlines Pass Through Trust
        2007-1B.

       

      Jurisdiction
        of Organization: Delaware.

       

      	1.  	
              This
                Certificate is issued by the Guarantor pursuant to the MASTER GUARANTY
                AGREEMENT (the “Master
                Guaranty Agreement”)
                dated as of September 1, 1997 issued by the
                Guarantor.

            


       

      	2.  	
              The
                RZB Finance Obligations (as defined in the Master Guaranty Agreement)
                that
                are evidenced by the following identified documents and instruments,
                and
                the documents and instruments executed and delivered or issued by
                RZB
                Finance in connection therewith, as any of the same may be from time
                to
                time amended, modified, restated, supplemented, replaced or superseded,
                and as such RZB Finance Obligations may be extended pursuant to such
                documents and instruments, constitute Certified Guaranteed Obligations
                for
                purposes of the Master Guaranty
                Agreement:

            


       

      (a)  Revolving
        Credit Agreement (2007-1A) dated as of April 10, 2007 between WTC, as Borrower,
        and RZB Finance, as Liquidity Provider, relating to the 5.983% Continental
        Airlines Pass Through Certificates, Series 2007-1A (the “Class
        A Liquidity Facility”);

       

      (b)  Revolving
        Credit Agreement (2007-1B) dated as of April 10, 2007 between WTC, as Borrower,
        and RZB Finance, as Liquidity Provider, relating to the 6.903% Continental
        Airlines Pass Through Certificates, Series 2007-1B (the “Class
        B Liquidity Facility”
and,
        together with the Class A Liquidity Facility, collectively, the “Liquidity
        Facilities”);
        and

       

      (c)  Intercreditor
        Agreement dated as of April 10, 2007 among WTC, as Trustee of Continental
        Airlines Pass Through Trust 2007-1A, Continental Airlines Pass Through Trust
        2007-1B and Continental Airlines Pass Through Trust 2007-1C, WTC, as
        Subordination Agent and RZB Finance.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      	3.  	
              The
                above-named person or entity (and its successors and assigns) shall
                be
                deemed a Beneficiary for all purposes of the Master Guaranty Agreement
                for
                so long as it is the holder of said Certified Guaranteed
                Obligations.

            


       

      	4.  	
              The
                Guarantor confirms and represents, warrants and agrees to and for
                the
                benefit of said Beneficiary that (a) the representations and warranties
                of
                the Guarantor set forth in the Master Guaranty Agreement are true
                and
                correct as of the date of this Certificate and shall survive the
                execution
                and delivery of this Certificate, (b) the waivers and agreements
                set forth
                in Sections 5.7, 5.11 and 5.12 of the Master Guaranty Agreement are
                in
                full force and effect and (c) it will perform and observe the agreements
                set forth in the Master Guaranty
                Agreement.

            


       

      	5.  	
              The
                address and telecopy number of the Guarantor are set forth opposite
                the
                name of the Guarantor at the end of this Certificate. Notice of acceptance
                of this Certificate or the benefits of the Master Guaranty agreement
                is
                hereby waived. This Certificate shall be governed by and construed
                in
                accordance with the law of the State of New York, without giving
                effect to
                the conflicts of law provisions thereof that would require the application
                of the law of any other jurisdiction.

            


       

      	6.  	
              Notwithstanding
                the provisions of Section 2.1 of the Master Guaranty Agreement to
                the
                contrary, if any portion of the Certified Guaranteed Obligations
                set forth
                in paragraph 2 of this Certificate shall not be paid as and when
                such
                Certified Guaranteed Obligations are due and payable under the Credit
                Documents the Guarantor shall pay the amounts thereof to the Beneficiary
                as and when such Certified Guaranteed Obligations are due and payable
                under the Credit Documents and in accordance with the terms thereof
                (including, without limitation, Sections 2.02(a), (b), (c), (d) and
                (e) of
                the Liquidity Facilities); provided that, RZB Finance shall have
                received
                a copy of the relevant Notice of Borrowing under the relevant Liquidity
                Facility.

            


       

      	7.  	
              Notwithstanding
                the provisions of Section 2.1 or 5.2 of the Master Guaranty Agreement
                to
                the contrary, so long as there are any RZB Finance Obligations under
                any
                of the Credit Documents, the Guarantor agrees not to terminate the
                Master
                Guaranty Agreement or this Certificate without the prior written
                consent
                of the Beneficiary. This Certificate supplements the Master Guaranty
                Agreement dated as of September 1, 1997 without giving effect to
                any
                amendment or consent to such amendment or modification thereof after
                the
                date hereof, unless the Beneficiary has provided its prior written
                consent
                to such amendment or modification. Accordingly, notwithstanding the
                provisions of Section 5.2 of the Master Guaranty Agreement to the
                contrary, no such amendment or modification shall affect any of the
                rights
                or interests of the Beneficiary under this Certificate or the Master
                Guaranty Agreement without such prior written
                consent.

            


       

      	8.  	
              Notwithstanding
                the provisions of Section 5.2 of the Master Guaranty Agreement to
                the
                contrary, the Guarantor waives all defenses and rights to set off
                relating
                to the RZB Finance Obligations, except for any defense that the applicable
                

            


       


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      conditions
        of Borrowing set forth in Section 4.02 of the Liquidity Facilities have not
        been
        satisfied.

       


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Guarantor has caused this Certificate to be executed
        and
        delivered by its duly authorized officer or representative.

       

       

      
        
          	 

                  Address

                	 
	Am
                  Stadtpark 9
                  1030
                    Vienna Austria

                	
                  RAIFFEISEN ZENTRALBANK ÖSTERREICH

                  AKTIENGESELLSCHAFT

                
	 	 	 
	
                  
                    Telecopy:

                    011
                      43 1 71707 3898

                  

                	
                   

                  By:

                	
                   

                
	
                   

                	 	
                  Name:

                
	 	 	
                  Title: