Common use of WILMINGTON TRUST COMPANY Clause in Contracts

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22, 2012 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122011-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (20122011-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Xxxxxx Square North 1000 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22June 28, 2012 2011 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines US Airways Pass Through Trust, 20122011-1B-[O/S], as Borrower, and Credit Suisse AGNatixis S.A., acting through its New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances any Interest Advance, Provider Advance or Special Termination Advance to be automatically converted into to and treated as a Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereonAdvance. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (20122011-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AGNATIXIS S.A., ACTING THROUGH ITS NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit Agreement (20122011-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22June 28, 20122011, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines US Airways Pass Through Trust, 20122011-1B-[O/S], as Borrower, and Credit Suisse AGNatixis S.A., acting through its New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122011-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENTAGREEMENT SPECIAL TERMINATION ADVANCE NOTICE OF BORROWING The undersigned, a duly authorized signatory of the undersigned borrower (the “Borrower”), hereby certifies to Natixis S.A., acting through its New York Branch (the “Liquidity Provider”), with reference to the Revolving Credit Agreement (2011-1B) dated as of June 28, 2011, between the Borrower and the Liquidity Provider (the “Liquidity Agreement”; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B1A)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B1A)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22, 2012 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O1A-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (2012-1B1A)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B A Trustee BACK [Revolving Credit Agreement (2012-1B1A)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O1A-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B1A)] ANNEX VII TO REVOLVING CREDIT AGREEMENT

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122010-1B1A)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK ANNEX IV [Revolving Credit Agreement (20122010-1B1A)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22December 21, 2012 2010 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines US Airways Pass Through Trust, 20122010-1B-[O1A-[O/S], as Borrower, and Credit Suisse AGXxxxxx Xxxxxxx Bank, New York Branch N.A. (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances any Interest Advance, Provider Advance or Special Termination Advance to be automatically converted into to and treated as a Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereonAdvance. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (20122010-1B1A)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AGXXXXXX XXXXXXX BANK, NEW YORK BRANCHN.A., as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B A Trustee BACK ANNEX V [Revolving Credit Agreement (20122010-1B1A)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22December 21, 20122010, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines US Airways Pass Through Trust, 20122010-1B-[O1A-[O/S], as Borrower, and Credit Suisse AGXxxxxx Xxxxxxx Bank, New York Branch N.A. (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK ANNEX VI [Revolving Credit Agreement (20122010-1B1A)] ANNEX VII TO REVOLVING CREDIT AGREEMENT

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Mortgagee By ---------------------------------------- Name: Title: BACK [Revolving Credit MANUFACTURER CONSENT AND AGREEMENT ___ The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance herein called the "Assignment") (the defined terms therein being hereinafter used with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Companythe same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Subordination AgentAssignor, and First Security Bank, National Association, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxOwner Trustee, XX as Assignee, and hereby confirms to Assignee that: (i) all representations, warranties, indemnities and agreements of Manufacturer under the Purchase Agreement with respect to the Aircraft shall inure to the benefit of Assignee to the same extent as if originally named the "Buyer" therein, except as provided by Section 2 of the Assignment; (ii) Assignee shall not be liable for any of the obligations or duties of Assignor under the Purchase Agreement, nor shall the Assignment give rise to any duties or obligations whatsoever on the part of Assignee owing to Manufacturer, except as provided in Section 4 of the Assignment; (iii) Manufacturer consents to the lease of the Aircraft by Assignee to Assignor under the Lease, consents to the grant of a security interest in the Aircraft pursuant to the Trust Indenture by Assignee and agrees that the Assignment constitutes an agreement by Assignee as required by Article 10.2 of the Purchase Agreement; and (iv) Manufacturer will continue to pay to Assignor or its order all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement unless and until Manufacturer shall have received written notice from Assignee or Mortgagee addressed to its Vice President-Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention0000, if by mail, or to (000) 000-0000, if by facsimile, that a Lease Event of Default has occurred and is continuing, whereupon Manufacturer will not be required to make further inquiry into the content of such notice and will make any and all payments that it may be required thereafter to make in respect of the Aircraft under the Purchase Agreement and the right to receive that has been assigned under the Assignment, directly to Assignee at its address at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attn: Corporate Trust Administration Revolving Credit Agreement dated Department (or, so long as of March 22the Trust Indenture has not been discharged, 2012 between Wilmington directly to Mortgagee at its address at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: Corporate Trust CompanyAdministration), as Subordination Agent, as agent unless and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified until Manufacturer shall have received notice in writing from Assignee or Mortgagee that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity no Lease Event of Default is continuing, whereupon Manufacturer shall make all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement to Assignor or its order, as aforesaid. Manufacturer hereby represents and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause warrants that: (i) our obligations to make Advances Manufacturer is a corporation duly organized, validly existing and in good standing under such Liquidity Agreement to terminate on the fifth Business Day after laws of the date on which you receive this notice, State of Delaware; (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) making and performance of the Intercreditor Purchase Agreement and this Manufacturer Consent and Agreement ___ have been duly authorized by all necessary corporate action on the part of Manufacturer, do not require any stockholder approval and do not contravene Manufacturer's Restated Certificate of Incorporation or By-laws or any indenture, credit agreement or other contractual agreement to which Manufacturer is a party or by which it is bound and the making of the Purchase Agreement and this Manufacturer Consent and Agreement ___, the giving of the warranty obligations thereunder, do not, as a consequence of your receipt of this notice to such making or giving, contravene any law binding on Manufacturer; and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Purchase Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCHconstituted, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit of the date thereof and at all times thereafter to and including the date of this Manufacturer Consent and Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ___________________________, and this Manufacturer Consent and Agreement ___ [Name constitutes, binding obligations of Transferee] ___________________________Manufacturer enforceable against Manufacturer in accordance with their respective terms subject to (A) the limitations of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), which principles do not make the remedies available at law or in equity with respect to the Purchase Agreement and this Manufacturer Consent and Agreement ___ [Address of Transferee] all rights and obligations inadequate for the practical realization of the undersigned as Borrower benefits intended to be provided thereby. It is understood that the execution of this Manufacturer Consent and Agreement ___ by Manufacturer is subject to the condition that, concurrently with the delivery of the Aircraft to Assignee, Assignee shall lease the Aircraft to Assignor under the Liquidity Agreement referred to aboveLease. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement[This space intentionally left blank.] THIS MANUFACTURER CONSENT AND AGREEMENT ___ SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WASHINGTON, pursuant to the terms of Section 8.1 of the Intercreditor AgreementINCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective Dated as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT.

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination AgentTrustee for each of the Trusts By: /s/ W. Xxxxx Xxxxxxxxxx Name: W. Xxxxx Xxxxxxxxxx Title: Vice President LANDESBANK BADEN-WÜRTTEMBERG, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust CompanyClass G-1 Primary Liquidity Provider, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22, 2012 between Wilmington Trust Company, as Subordination Agent, as agent Class G- 2 Primary Liquidity Provider and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Class C Primary Liquidity Provider By: /s/ Xx. Xxxx-Xxxxxxxx Neugebauer Name: Xx. Xxxx-Xxxxxxxx Neugebauer Title: SVP By: /s/ Xxxxxxxx Xxxx Name: Xxxxxxxx Xxxx Title: cc: Wilmington Trust CompanyVP CITIBANK, N.A., as Class B Trustee BACK [Revolving Credit Agreement (2012G-1 Above-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] AttentionCap Liquidity Provider, Class G-2 Above-Cap Liquidity Provider and Class C Above-Cap Liquidity Provider By: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company/s/ Xxxxxxx X. Kloehm Name: Xxxxxxx X. Kloehm Title: Managing Director MBIA INSURANCE CORPORATION, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and GentlemenPolicy Provider By: For value received, the undersigned beneficiary hereby irrevocably transfers to/s/ Xxxx X. Xxxxx Name: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. Xxxx X. Xxxxx Title: Assistant Secretary WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent, as Borrower Agent and Trustee By: /s/ W. Xxxxx Xxxxxxxxxx Name: W. Xxxxx Xxxxxxxxxx Title: BACK Vice President SCHEDULE 2.2(b) Upon the funding of any Above-Cap Account or Above-Cap Reserve Account or the maturity or redemption of any investment of funds in any such account (such funds, the “Funds”), the relevant Above-Cap Liquidity Provider shall send a notice to the Subordination Agent containing a list of Eligible Investments (the “Specified Investments”) which shall contain at least 10 investments in open market commercial paper of corporations incorporated under the laws of the United States of America or any state thereof. Following receipt of such notice, the Subordination Agent shall use its best efforts to invest or reinvest the Funds in any Specified Investment. If no Specified Investment is then available, the Subordination Agent shall invest or reinvest the Funds in any other Eligible Investment selected by the Subordination Agent. Following such investment or reinvestment of the Funds by the Subordination Agent in any Specified Investment or other Eligible Investment, the Subordination Agent shall deliver a written statement to the relevant Above-Cap Liquidity Provider setting forth for each such Specified Investment or Eligible Investment the CUSIP number or other similar number for such obligation (or, if such obligation does not have such a number, (i) the name of the issuer, (ii) its maturity date, (iii) its yield or rate of return, and (iv) its rating, if rated by any nationally recognized rating agency). EXHIBIT A JetBlue Airways Corporation Pass Through Certificates, Series 2004-2 As of [ ] Unless Otherwise Noted; All Amounts in $ Aircraft Summary Aircraft Information Services Inc. AvSolutions Xxxxxx Xxxxx & Xxxxx Registration Number Section 1110 Status* Operating Status** Maintenance Status*** Location of Engines (dd-mmm-yy) (dd-mmm-yy) (dd-mmm-yy) N603JB [Revolving Credit Agreement mmm-yy] [City, Country] N605JB [mmm-yy] [City, Country] N606JB [mmm-yy] [City, Country] N607JB [mmm-yy] [City, Country] N608JB [mmm-yy] [City, Country] N612JB [mmm-yy] [City, Country] N613JB [mmm-yy] [City, Country] N615JB [mmm-yy] [City, Country] N618JB [mmm-yy] [City, Country] N621JB [mmm-yy] [City, Country] N623JB [mmm-yy] [City, Country] N624JB [mmm-yy] [City, Country] N625JB [mmm-yy] [City, Country] N627JB [mmm-yy] [City, Country] N629JB [mmm-yy] [City, Country] Total — — — *Section 1110 Status Key **Aircraft is (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT1) in service, (2) in storage or (3) scrapped

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122010-1B1A)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (20122010-1B1A)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22December 2, 2012 2010 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 20122010-1B-[O1A-[O/S], as Borrower, and Credit Suisse AG, New York Branch Landesbank Hessen-Thüringen Girozentrale (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereonnotice. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (20122010-1B1A)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCHLANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B A Trustee BACK [Revolving Credit Agreement (20122010-1B1A)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22December 2, 20122010, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 20122010-1B-[O1A-[O/S], as Borrower, and Credit Suisse AG, New York Branch Landesbank Hessen-Thüringen Girozentrale (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122010-1B1A)] ANNEX VII TO REVOLVING CREDIT AGREEMENT

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: ----------------------------------- Name: Title: BACK Date: [ ], 1999 Exhibit B Investments Exhibit C Form of Direction Notice [Revolving Credit Agreement (2012-1B)Letterhead of the Company] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination [Deposit Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention] Re: Corporate Trust Administration Revolving Credit Agreement dated as of March 22, 2012 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Direction Notice No. [___] Ladies and Gentlemen: You are hereby notified that pursuant We refer to Section 6.01 the Deposit Agreement (the "Deposit Agreement") dated as of the Liquidity Agreement[__]th day of [ ], by reason of 1999 between you, as Deposit Agent, and PSINet Inc., a New York corporation (the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency"Company"). Unless otherwise specified, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms capitalized terms used but not defined herein shall have the respective meanings ascribed thereto meaning given in or the Deposit Agreement. This letter constitutes a Direction Notice under the Deposit Agreement. [The undersigned hereby notifies you that you are directed, pursuant to Section 2(a) of the Liquidity Deposit Agreement. BACK [Revolving Credit Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust to purchase from the Company, as Class B Trustee BACK for delivery to each holder of Preferred Stock in lieu of the Quarterly Return Amount on the next Deposit Payment Date, ___ shares of Common Stock for $____ of Quarterly Return Amount.] [Revolving Credit Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT The undersigned hereby notifies you of the conversion of [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: _________] shares of Preferred Stock by certain holders, and that you are directed, pursuant to Section 2(b) of the Deposit Agreement, to pay to the Company any funds remaining in the Deposit Account allocable to the shares of Preferred Stock so converted.] [The undersigned hereby notifies you that you are directed, pursuant to Section 2(d) of the Deposit Agreement, to purchase from the Company for delivery to holders who are entitled to the proceeds from the Deposit Account, __________________ shares of Common Stock for $____ [Name of TransfereeQuarterly Return Amount.] ______________________________ [Address In connection with the requested disbursement, the undersigned hereby notifies you that: (i) you may elect to have the Company deliver, for and on your behalf, the shares of Transferee] all rights and obligations Common Stock acquired by you directly to the holders of the undersigned as Borrower under Preferred Stock and (ii) your obligation to purchase shares of Common Stock is secured by the Liquidity Agreement referred to abovefunds in the Deposit Account. The transferee has succeeded Deposit Agent is entitled to rely on the undersigned as Subordination Agent under the Intercreditor Agreement referred foregoing in disbursing funds relating to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENTDeposit Notice.

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: --------------------------------------- Name: Title: BACK --------------------------------------- Name: Xxxx X. Xxxxxxxx EXHIBIT B FORM OF CERTIFICATE DEPOSITARY AGREEMENT EXHIBIT C THIS CERTIFICATE IS NOT TRANSFERABLE Certificate Number Number of Common Securities --------- --------------------- Certificate Evidencing Common Securities of Boise Cascade Trust [Revolving Credit Agreement __] Common Securities (2012-1Bliquidation amount $[__] per Common Security) Boise Cascade Trust [__], a statutory business trust formed under the laws of the State of Delaware (the "Trust")] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy , hereby certifies that Boise Cascade Corporation (the "Holder") is the registered owner of computations __________ common securities of the Trust representing undivided beneficial interests in the assets of the Trust (the "Common Securities"). In accordance with Final Advance Notice Section 5.10 of Borrowing] BACK [Revolving Credit Agreement the Declaration of Trust (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington as defined below) the Common Securities are not transferable and any attempted transfer hereof shall be void. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Common Securities are set forth in, and this certificate and the Common Securities represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Amended and Restated Declaration of Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate of the Trust Administration Revolving Credit Agreement dated as of March 22[______ __], 2012 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S199[9], as Borrower, and Credit Suisse AG, New York Branch the same may be amended from time to time (the “Liquidity Agreement”"Declaration of Trust") Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 including the designation of the Liquidity Agreement, by reason terms of the occurrence of a Liquidity Event of Default and Common Securities as set forth therein. The Holder is entitled to the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) benefits of the Intercreditor Common Securities Guarantee Agreement as a consequence of your receipt of this notice entered into by the Holder and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ ], as Guarantee Trustee, dated as of [Name of Transferee] ______________________________ [Address of Transferee__], 199[9] all rights and obligations (the "Guarantee"), to the extent provided therein. The Trust will furnish a copy of the undersigned as Borrower under Declaration of Trust and the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant Guarantee to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred Holder without charge upon written request to the transferee Trust at its principal place of business or registered office. Upon receipt of this certificate, the Holder is bound by the Declaration of Trust and is entitled to the transferee shall hereafter have the sole rights and obligations as Borrower benefits thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT.

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Mortgagee By ------------------------------------- Name: Title: BACK [Revolving Credit PURCHASE AGREEMENT AND ENGINE WARRANTIES ASSIGNMENT CFM PAGE 12 368 MANUFACTURER CONSENT AND AGREEMENT ___ The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance herein called the "Assignment") (the defined terms therein being hereinafter used with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Companythe same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Subordination AgentAssignor, and First Security Bank, National Association, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxOwner Trustee, XX as Assignee, and hereby confirms to Assignee that: (i) all representations, warranties, indemnities and agreements of Manufacturer under the Purchase Agreement with respect to the Aircraft shall inure to the benefit of Assignee to the same extent as if originally named the "Buyer" therein, except as provided by Section 2 of the Assignment; (ii) Assignee shall not be liable for any of the obligations or duties of Assignor under the Purchase Agreement, nor shall the Assignment give rise to any duties or obligations whatsoever on the part of Assignee owing to Manufacturer, except as provided in Section 4 of the Assignment; (iii) Manufacturer consents to the lease of the Aircraft by Assignee to Assignor under the Lease, consents to the grant of a security interest in the Aircraft pursuant to the Trust Indenture by Assignee and agrees that the Assignment constitutes an agreement by Assignee as required by Article 10.2 of the Purchase Agreement; and (iv) Manufacturer will continue to pay to Assignor or its order all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement unless and until Manufacturer shall have received written notice from Assignee or Mortgagee addressed to its Treasurer at P.O. Xxx 0000, Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention0000, xx by mail, or to (206) 000-0000, xx by facsimile, that a Lease Event of Default has occurred and is continuing, whereupon Manufacturer will not be required to make further inquiry into the content of such notice and will make any and all payments that it may be required thereafter to make in respect of the Aircraft under the Purchase Agreement and the right to receive that has been assigned under the Assignment, directly to Assignee at its address at 79 Sxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Xxtn: Corporate Trust Administration Revolving Credit Agreement dated Department (or, so long as of March 22the Trust Indenture has not been discharged, 2012 between Wilmington Trust Company, as Subordination Agent, as agent directly to Mortgagee at Manufacturer hereby represents and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemenwarrants that: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances Manufacturer is a corporation duly organized, validly existing and in good standing under such Liquidity Agreement to terminate on the fifth Business Day after laws of the date on which you receive this notice, State of Delaware; (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) making and performance of the Intercreditor Purchase Agreement and this Manufacturer Consent and Agreement ___ have been duly authorized by all necessary corporate action on the part of Manufacturer, do not require any stockholder approval and do not contravene Manufacturer's Certificate of Incorporation or by-laws or any indenture, credit agreement or other contractual agreement to which Manufacturer is a party or by which it is bound and the making of the Purchase Agreement and this Manufacturer Consent and Agreement ___, the performance of its obligations to sell and deliver the Aircraft thereunder and the giving of the warranty obligations thereunder, do not, as a consequence of your receipt of this notice to such making, performance or giving, contravene any law binding on Manufacturer; and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Purchase Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCHconstituted, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit of the date thereof and at all times thereafter to and including the date of this Manufacturer Consent and Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ___________________________, and this Manufacturer Consent and Agreement ___ [Name constitutes, binding obligations of Transferee] ___________________________Manufacturer enforceable against Manufacturer in accordance with their respective terms subject to (A) the limitations of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), which principles do not make the remedies available at law or in equity with respect to the Purchase Agreement and this Manufacturer Consent and Agreement ___ [Address of Transferee] all rights and obligations inadequate for the practical realization of the undersigned as Borrower benefits intended to be provided thereby. It is understood that the execution of this Manufacturer Consent and Agreement ___ by Manufacturer is subject to the condition that, concurrently with the delivery of the Aircraft to Assignee, Assignee shall lease the Aircraft to Assignor under the Liquidity Agreement referred to aboveLease. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity AgreementTHIS MANUFACTURER CONSENT AND AGREEMENT ___ SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WASHINGTON, pursuant to the terms of Section 8.1 of the Intercreditor AgreementINCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective Dated as of _______________. THE BOEING COMPANY By Name: Title MANUFACTURER CONSENT AND AGREEMENT CFM PAGE 3 371 ENGINE MANUFACTURER CONSENT AND AGREEMENT ___ The undersigned, CFM INTERNATIONAL INC., a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (herein called the "Assignment") (the defined terms therein being hereinafter used with the same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Assignor, and First Security Bank, National Association, as Owner Trustee, as Assignee. Under the General Terms Agreement, Engine Manufacturer has agreed to support certain ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent___ engines and spare parts therefor purchased by Assignor from Engine Manufacturer, as Borrower By: Name: Title: BACK [Revolving Credit installed on certain Boeing Model 737 aircraft. Engine Manufacturer hereby confirms to Assignor and Assignee that the Engine Warranties, as and to the extent that such relate to the Engines, shall inure to the benefit of Assignee (and, so long as the Trust Indenture has not been discharged, Mortgagee) to the same extent as if originally named "Airline" in the General Terms Agreement and to the benefit of Assignor (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENTbut only to the extent provided for in the Assignment) in each case subject to the terms and conditions of the Assignment; provided, that Engine Manufacturer shall not owe any liability or obligation under the Engine Warranties more than once in total. Engine Manufacturer represents and warrants that:

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination AgentTrustee for each of the Trusts By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Financial Services Officer LANDESBANK HESSEN-THÜRINGEN GIROZENTRALE, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust CompanyClass G-1 Primary Liquidity Provider, as Subordination Agent, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22, 2012 between Wilmington Trust Company, as Subordination Agent, as agent Class G-2 Primary Liquidity Provider and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCH, as Class C Primary Liquidity Provider By: /s/ Xxxxxx Kohrsmeier-Xxxxxxxx Name: Xxxxxx Kohrsmeier-Xxxxxxxx Title: By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: cc: Wilmington Trust CompanyXXXXXX XXXXXXX CAPITAL SERVICES INC., as Class B Trustee BACK [Revolving Credit Agreement (2012G-1 Above-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] AttentionCap Liquidity Provider, Class G-2 Above-Cap Liquidity Provider and Class C Above-Cap Liquidity Provider By: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company/s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President 76 MBIA INSURANCE CORPORATION, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and GentlemenPolicy Provider By: For value received, the undersigned beneficiary hereby irrevocably transfers to/s/ Xxxx X. Xxxxx Name: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. Xxxx X. Xxxxx Title: Assistant Secretary WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein but solely as Subordination Agent, as Borrower Agent and Trustee By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: BACK Financial Services Officer SCHEDULE 2.02(b) Upon the funding of any Above-Cap Account or Above-Cap Reserve Account or the maturity or redemption of any investment of funds in any such account (such funds, the “Funds”), the relevant Above-Cap Liquidity Provider shall send a notice to the Subordination Agent containing a list of Eligible Investments (the “Specified Investments”) which shall contain at least 10 investments in open market commercial paper of corporations incorporated under the laws of the United States of America or any state thereof. Following receipt of such notice, the Subordination Agent shall use its best efforts to invest or reinvest the Funds in any Specified Investment. If no Specified Investment is then available, the Subordination Agent shall invest or reinvest the Funds in any other Eligible Investment selected by the Subordination Agent. Following such investment or reinvestment of the Funds by the Subordination Agent in any Specified Investment or other Eligible Investment, the Subordination Agent shall deliver a written statement to the relevant Above-Cap Liquidity Provider setting forth for each such Specified Investment or Eligible Investment the CUSIP number or other similar number for such obligation (or, if such obligation does not have such a number, (i) the name of the issuer, (ii) its maturity date, (iii) its yield or rate of return, and (iv) its rating, if rated by any nationally recognized rating agency). EXHIBIT A JetBlue Airways Corporation Pass Through Certificates, Series 2004-1 As of [ ] Unless Otherwise Noted; All Amounts in $ Aircraft Summary Registration Number Section 1110 Status* Operating Status** Maintenance Status*** Location of Engines Aircraft Information Services Inc. (dd-mmm-yy) AvSolutions (dd-mmm-yy) Xxxxxx Xxxxx & Xxxxx (dd-mmm-yy) N586JB [Revolving Credit Agreement mmm-yy] [City, Country] N587JB [mmm-yy] [City, Country] N588JB [mmm-yy] [City, Country] N589JB [mmm-yy] [City, Country] N590JB [mmm-yy] [City, Country] N591JB [mmm-yy] [City, Country] N592JB [mmm-yy] [City, Country] N593JB [mmm-yy] [City, Country] N594JB [mmm-yy] [City, Country] N595JB [mmm-yy] [City, Country] N597JB [mmm-yy] [City, Country] N598JB [mmm-yy] [City, Country] N599JB [mmm-yy] [City, Country] *Section 1110 Status Key **Aircraft is (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT1) in service, (2) in storage or (3) scrapped

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Mortgagee By ----------------------------------------- Name: Title: BACK [Revolving Credit MANUFACTURER CONSENT AND AGREEMENT ---------------------------------- The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance herein called the "Assignment") (the defined terms therein being hereinafter used with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Companythe same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Subordination AgentAssignor, and First Security Bank, National Association, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxOwner Trustee, XX as Assignee, and hereby confirms to Assignee that: (i) all representations, warranties, indemnities and agreements of Manufacturer under the Purchase Agreement with respect to the Aircraft shall inure to the benefit of Assignee to the same extent as if originally named the "Customer" therein, except as provided by Section 2 of the Assignment; (ii) Assignee shall not be liable for any of the obligations or duties of Assignor under the Purchase Agreement, nor shall the Assignment give rise to any duties or obligations whatsoever on the part of Assignee owing to Manufacturer, except as provided in Section 4 of the Assignment; (iii) Manufacturer consents to the grant of a security interest in the Aircraft pursuant to the Trust Indenture by Assignee and agrees that the Assignment constitutes an agreement by Assignee as required by Article 9.2 of the AGTA; and (iv) Manufacturer will continue to pay to Assignor or its order all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement unless and until Manufacturer shall have received written notice from Assignee or Mortgagee addressed to its Vice - President - Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention0000, if by mail, or to (000) 000-0000, if by facsimile, that a Lease Event of Default has occurred and is continuing, whereupon Manufacturer will not be required to make further inquiry into the content of such notice and will make any and all payments that it may be required thereafter to make in respect of the Aircraft under the Purchase Agreement and the right to receive that has been assigned under the Assignment, directly to Assignee at its address at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attn: Corporate Trust Administration Revolving Credit Agreement dated Department (or, so long as of March 22the Trust Indenture has not been discharged, 2012 between Wilmington directly to Mortgagee at its address at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: Corporate Trust CompanyAdministration), as Subordination Agent, as agent unless and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified until Manufacturer shall have received notice in writing from Assignee or Mortgagee that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity no Lease Event of Default is continuing, whereupon Manufacturer shall make all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement to Assignor or its order, as aforesaid. Manufacturer hereby represents and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause warrants that: (i) our obligations to make Advances Manufacturer is a corporation duly organized, validly existing and in good standing under such Liquidity Agreement to terminate on the fifth Business Day after laws of the date on which you receive this notice, State of Delaware; (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) making and performance of the Intercreditor Purchase Agreement and this Manufacturer Consent and Agreement ___ have been duly authorized by all necessary corporate action on the part of Manufacturer, do not require any stockholder approval and do not contravene Manufacturer's Restated Certificate of Incorporation or By-laws or any indenture, credit agreement or other contractual agreement to which Manufacturer is a party or by which it is bound and the making of the Purchase Agreement and this Manufacturer Consent and Agreement ___, the giving of the warranty obligations thereunder, do not, as a consequence of your receipt of this notice to such making or giving, contravene any law binding on Manufacturer; and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Purchase Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCHconstituted, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit of the date thereof and at all times thereafter to and including the date of this Manufacturer Consent and Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ___________________________, and this Manufacturer Consent and Agreement ___ [Name constitutes, binding obligations of Transferee] ___________________________Manufacturer enforceable against Manufacturer in accordance with their respective terms subject to (A) the limitations of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), which principles do not make the remedies available at law or in equity with respect to the Purchase Agreement and this Manufacturer Consent and Agreement ___ [Address of Transferee] all rights and obligations inadequate for the practical realization of the undersigned as Borrower benefits intended to be provided thereby. It is understood that the execution of this Manufacturer Consent and Agreement ___ by Manufacturer is subject to the condition that, concurrently with the delivery of the Aircraft to Assignee, Assignee shall lease the Aircraft to Assignor under the Liquidity Agreement referred to aboveLease. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity AgreementTHIS MANUFACTURER CONSENT AND AGREEMENT ___ SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WASHINGTON, pursuant to the terms of Section 8.1 of the Intercreditor AgreementINCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective Dated as of ______________ __, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: THE BOEING COMPANY By ----------------------------------------- Name: Title: BACK [Revolving Credit MSN: ______ ENGINE MANUFACTURER CONSENT AND AGREEMENT ----------------------------------------- The undersigned, GENERAL ELECTRIC COMPANY, a New York corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (2012herein called the "Assignment") (the defined terms therein being hereinafter used with the same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Assignor, and First Security Bank, National Association, as Owner Trustee, as Assignee. Under the General Terms Agreement, Engine Manufacturer has agreed to support certain CF6-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT80C2B8F engines and spare parts therefor purchased by Assignor from Engine Manufacturer, as installed on certain Boeing Model 767-424 aircraft. Engine Manufacturer hereby confirms to Assignor and Assignee that the Engine Warranties, as and to the extent that such relate to the Engines, shall inure to the benefit of Assignee (and, so long as the Trust Indenture has not been discharged, Mortgagee) to the same extent as if originally named "Airline" in the General Terms Agreement and to the benefit of Assignor (but only to the extent provided for in the Assignment) in each case subject to the terms and conditions of the Assignment; PROVIDED, that Engine Manufacturer shall not owe any liability or obligation under the Engine Warranties more than once in total. Engine Manufacturer represents and warrants that:

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (20122010-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance with Final Advance Notice of Borrowing] BACK ANNEX IV [Revolving Credit Agreement (20122010-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Company, as Subordination Agent, as Borrower Rxxxxx Square North 1000 0000 Xxxxx Xxxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Corporate Trust Administration Revolving Credit Agreement dated as of March 22December 21, 2012 2010 between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines US Airways Pass Through Trust, 20122010-1B-[O/S], as Borrower, and Credit Suisse AGXxxxxx Xxxxxxx Bank, New York Branch N.A. (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause (i) our obligations to make Advances under such Liquidity Agreement to terminate on the fifth Business Day after the date on which you receive this notice, notice and (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) of the Intercreditor Agreement as a consequence of your receipt of this notice and (iii) all other outstanding Advances any Interest Advance, Provider Advance or Special Termination Advance to be automatically converted into to and treated as a Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereonAdvance. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK ANNEX V [Revolving Credit Agreement (20122010-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AGXXXXXX XXXXXXX BANK, NEW YORK BRANCHN.A., as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ______________________________ [Name of Transferee] ______________________________ [Address of Transferee] all rights and obligations of the undersigned as Borrower under the Liquidity Agreement referred to above. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of the Intercreditor Agreement. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT:

WILMINGTON TRUST COMPANY. not in its individual capacity but solely as Subordination Agent, as Borrower By: Mortgagee By ---------------------------------------- Name: Title: BACK [Revolving Credit MANUFACTURER CONSENT AND AGREEMENT ___ The undersigned, THE BOEING COMPANY, a Delaware corporation, hereby acknowledges notice of and consents to all of the terms of Purchase Agreement and Engine Warranties Assignment ___ (2012-1B)] SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING [Insert copy of computations in accordance herein called the "Assignment") (the defined terms therein being hereinafter used with Final Advance Notice of Borrowing] BACK [Revolving Credit Agreement (2012-1B)] ANNEX V TO REVOLVING CREDIT AGREEMENT NOTICE OF TERMINATION [Date] Wilmington Trust Companythe same meanings unless otherwise defined herein) between Continental Airlines, Inc., as Subordination AgentAssignor, and First Security Bank, National Association, as Borrower Rxxxxx Square North 1000 Xxxxx Xxxxxx Xxxxxx XxxxxxxxxxOwner Trustee, XX as Assignee, and hereby confirms to Assignee that: (i) all representations, warranties, indemnities and agreements of Manufacturer under the Purchase Agreement with respect to the Aircraft shall inure to the benefit of Assignee to the same extent as if originally named the "Buyer" therein, except as provided by Section 2 of the Assignment; (ii) Assignee shall not be liable for any of the obligations or duties of Assignor under the Purchase Agreement, nor shall the Assignment give rise to any duties or obligations whatsoever on the part of Assignee owing to Manufacturer, except as provided in Section 4 of the Assignment; (iii) Manufacturer consents to the grant of a security interest in the Aircraft pursuant to the Trust Indenture by Assignee and agrees that the Assignment constitutes an agreement by Assignee as required by Article 10.2 of the Purchase Agreement; and (iv) Manufacturer will continue to pay to Assignor or its order all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement unless and until Manufacturer shall have received written notice from Assignee or Mortgagee addressed to its Vice - President - Contracts at X.X. Xxx 0000, Mail Code 21-34, Xxxxxxx, Xxxxxxxxxx 00000-0000 Attention0000, if by mail, or to (000) 000-0000, if by facsimile, that a Lease Event of Default has occurred and is continuing or the Lease has been terminated (unless Assignor or its designee has acquired ownership of the Aircraft pursuant to the Operative Agreements and Assignor has given written notice thereof to Manufacturer), whereupon Manufacturer will not be required to make further inquiry into the content of such notice and will make any and all payments that it may be required thereafter to make in respect of the Aircraft under the Purchase Agreement and the right to receive that has been assigned under the Assignment, directly to Assignee at its address at 00 Xxxxx Xxxx Xxxxxx, Xxxxx Xxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, Attn: Corporate Trust Administration Revolving Credit Agreement dated Department (or, so long as of March 22the Trust Indenture has not been discharged, 2012 between Wilmington directly to Mortgagee at its address at Xxxxxx Square North, 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attn: Corporate Trust CompanyAdministration), as Subordination Agent, as agent unless and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: You are hereby notified until Manufacturer shall have received notice in writing from Assignee or Mortgagee that pursuant to Section 6.01 of the Liquidity Agreement, by reason of the occurrence of a Liquidity no Lease Event of Default is continuing, whereupon Manufacturer shall make all payments that Manufacturer may be required to make in respect of the Aircraft under the Purchase Agreement to Assignor or its order, as aforesaid. Manufacturer hereby represents and the existence of a Performing Note Deficiency, we are giving this notice to you in order to cause warrants that: (i) our obligations to make Advances Manufacturer is a corporation duly organized, validly existing and in good standing under such Liquidity Agreement to terminate on the fifth Business Day after laws of the date on which you receive this notice, State of Delaware; (ii) you to request a Final Advance under the Liquidity Agreement pursuant to Section 3.5(i) making and performance of the Intercreditor Purchase Agreement and this Manufacturer Consent and Agreement ___ have been duly authorized by all necessary corporate action on the part of Manufacturer, do not require any stockholder approval and do not contravene Manufacturer's Restated Certificate of Incorporation or By-laws or any indenture, credit agreement or other contractual agreement to which Manufacturer is a party or by which it is bound and the making of the Purchase Agreement and this Manufacturer Consent and Agreement ___, the giving of the warranty obligations thereunder, do not, as a consequence of your receipt of this notice to such making or giving, contravene any law binding on Manufacturer; and (iii) all other outstanding Advances to be automatically converted into Final Advances for purposes of determining the Applicable Liquidity Rate for interest payable thereon. Terms used but not defined herein shall have the respective meanings ascribed thereto in or pursuant to the Liquidity Agreement. BACK [Revolving Credit Purchase Agreement (2012-1B)] THIS NOTICE IS THE “NOTICE OF TERMINATION” PROVIDED FOR UNDER THE LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU RECEIVE THIS NOTICE. Very truly yours, CREDIT SUISSE AG, NEW YORK BRANCHconstituted, as Liquidity Provider By: Name: Title: By: Name: Title: cc: Wilmington Trust Company, as Class B Trustee BACK [Revolving Credit of the date thereof and at all times thereafter to and including the date of this Manufacturer Consent and Agreement (2012-1B)] ANNEX VI TO REVOLVING CREDIT AGREEMENT NOTICE OF REPLACEMENT SUBORDINATION AGENT [Date] Attention: Revolving Credit Agreement dated as of March 22, 2012, between Wilmington Trust Company, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust, 2012-1B-[O/S], as Borrower, and Credit Suisse AG, New York Branch (the “Liquidity Agreement”) Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ___________________________, and this Manufacturer Consent and Agreement ___ [Name constitutes, binding obligations of Transferee] ___________________________Manufacturer enforceable against Manufacturer in accordance with their respective terms subject to (A) the limitations of applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and (B) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), which principles do not make the remedies available at law or in equity with respect to the Purchase Agreement and this Manufacturer Consent and Agreement ___ [Address of Transferee] all rights and obligations inadequate for the practical realization of the undersigned as Borrower benefits intended to be provided thereby. It is understood that the execution of this Manufacturer Consent and Agreement ___ by Manufacturer is subject to the condition that, concurrently with the delivery of the Aircraft to Assignee, Assignee shall lease the Aircraft to Assignor under the Liquidity Agreement referred to aboveLease. The transferee has succeeded the undersigned as Subordination Agent under the Intercreditor Agreement referred to in the first paragraph of the Liquidity AgreementTHIS MANUFACTURER CONSENT AND AGREEMENT ___ SHALL IN ALL RESPECTS BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF WASHINGTON, pursuant to the terms of Section 8.1 of the Intercreditor AgreementINCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, WITHOUT REFERENCE TO CONFLICTS OF LAWS PRINCIPLES. By this transfer, all rights of the undersigned as Borrower under the Liquidity Agreement are transferred to the transferee and the transferee shall hereafter have the sole rights and obligations as Borrower thereunder. The undersigned shall pay any costs and expenses of such transfer, including, but not limited to, transfer taxes or governmental charges. We ask that this transfer be effective Dated as of _______________, ____. WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as Borrower By: Name: Title: BACK [Revolving Credit Agreement (2012-1B)] ANNEX VII TO REVOLVING CREDIT AGREEMENT.