Intercreditor Agreement

Amendment No. 1 to Intercreditor Agreement

by United Airlines
July 13th, 2001


                   AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT

            AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (this "Amendment No. 1")
dated as of June 26, 2001, among CONTINENTAL AIRLINES, INC., a Delaware
corporation ("CONTINENTAL"); WILMINGTON TRUST COMPANY, a Delaware corporation,
not in its individual capacity but solely as Trustee under the Continental
Airlines Pass Through Trust 2001-1A-1-O (the "CLASS A-1 TRUSTEE"), as Trustee
under the Continental Airlines Pass Through Trust 2001-1A-2-O (the "CLASS A-2
TRUSTEE"), as Trustee under the Continental Airlines Pass Through Trust
2001-1B-O (the "CLASS B TRUSTEE") and as Trustee under the Continental Airlines
Pass Through Trust 2001-1C-O (the "CLASS C TRUSTEE"); LANDESBANK
HESSEN-THURINGEN GIROZENTRALE, a public-law banking institution organized under
the laws of Germany, as Class A-1 Liquidity Provider (the "CLASS A-1 LIQUIDITY
PROVIDER"), Class A-2 Liquidity Provider (the "CLASS A-2 LIQUIDITY PROVIDER"),
Class B Liquidity Provider (the "CLASS B LIQUIDITY PROVIDER") and Class C
Liquidity Provider (the "CLASS C LIQUIDITY PROVIDER"); and WILMINGTON TRUST
COMPANY, not in its individual capacity except as expressly set forth herein,
but solely as Subordination Agent and trustee under the Intercreditor Agreement
referred to below (in such capacity, together with any duly appointed successor,
the "SUBORDINATION AGENT").

            WHEREAS, Wilmington Trust Company, not in its individual capacity,
but solely as Class A-1 Trustee, Class A-2 Trustee and Class B Trustee,
Landesbank Hessen-Thuringen Girozentrale, as Class A-1 Liquidity Provider, Class
A-2 Liquidity Provider and Class B Liquidity Provider, and Wilmington Trust
Company, not in its individual capacity except as expressly set forth therein,
but solely as Subordination Agent and trustee thereunder, have entered into the
Intercreditor Agreement dated as of April 19, 2001 (as amended by this Amendment
No. 1 and as the same may be further amended, supplemented or otherwise modified
from time to time in accordance with its terms, the "INTERCREDITOR AGREEMENT");

            WHEREAS, on the date hereof, a Continental Airlines Pass Through
Trust 2001-1C-O will be created to issue Class C Certificates pursuant to a Pass
Through Trust Agreement dated as of September 25, 1997 between Continental and
Wilmington Trust Company, as supplemented by Supplement No. 2001-1C-O thereto
dated as of the date hereof;

            WHEREAS, in connection with the issuance of such Class C
Certificates, the parties hereto wish to amend the Intercreditor Agreement in
accordance with Section 9.1(c) of the Intercreditor Agreement.

            WHEREAS, the Ratings Confirmation for the Class A-1 Certificates,
the Class A-2 Certificates and the Class B Certificates referred to in Section
9.1(c)(i) of the Intercreditor Agreement has been obtained.

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




                                    ARTICLE I

                                   DEFINITIONS


            SECTION 1.1. DEFINITIONS. Except as otherwise defined in this
Amendment No. 1, terms defined in Section 1.1 of the Intercreditor Agreement are
used herein as defined therein.

                                   ARTICLE II

                    AMENDMENTS TO THE INTERCREDITOR AGREEMENT


            SECTION 2.1. ADDITIONAL PARTIES. Pursuant to Section 9.1(c) of the
Intercreditor Agreement, the Intercreditor Agreement is hereby amended by adding
each of the Class C Trustee and the Class C Liquidity Provider as a party to the
Intercreditor Agreement, and the parties hereto confirm and agree that, upon
execution and delivery of this Amendment No. 1 by Continental and the
Subordination Agent, the Class C Trustee and the Class C Liquidity Provider
shall each be a party to the Intercreditor Agreement as fully and with the same
force and effect as if each such Person had originally executed and delivered a
counterpart thereof.

            SECTION 2.2. CERTAIN DEFINED TERMS. (a) Pursuant to Section 9.1(c)
of the Intercreditor Agreement, the following shall apply to the Class C
Certificates for all purposes under the Intercreditor Agreement and all other
Operative Agreements:

            Regular Distribution Dates: June 15 and December 15, commencing on
December 15, 2001.

            Final Legal Distribution Date: December 15, 2012

            LTV Ratio: 62.0%

            Stated Interest Rate: 7.033%

            (b) The Intercreditor Agreement is further amended as follows:

                    (i) The term "Class C Underwriting Agreement" is added in
               alphabetical order to Section 1.1 reading as follows: "CLASS C
               UNDERWRITING AGREEMENT" means the Underwriting Agreement dated
               June 12, 2001 among Morgan Stanley & Co. Incorporated, the
               Depositary and Continental, relating to the purchase of the Class
               C Certificates by Morgan Stanley & Co. Incorporated, as the same
               may be amended, supplemented or otherwise modified from time to
               time in accordance with its terms.

                    (ii) The term "Class C Closing Date" is added in
               alphabetical order to Section 1.1 reading as follows: "CLASS C
               CLOSING DATE" means June 26, 2001.

                    (iii) The term "ESCROW AGENT" means Wells Fargo Bank
               Northwest, N.A., as escrow agent under each Escrow and Paying
               Agent Agreement, together with its successors in such capacity.




                    (iv) The term "Escrow and Paying Agent Agreement" appearing
               in Section 1.1 is amended to read as follows: "ESCROW AND PAYING
               AGENT AGREEMENT" shall mean, with respect to any applicable
               Class, the Escrow and Paying Agent Agreement pertaining to such
               Class dated as of the date of the issuance of such Class between
               the Escrow Agent, the applicable underwriters or underwriter, as
               the case may be, the Trustee for such Class and the Paying Agent,
               as the same may be amended, modified or supplemented from time to
               time in accordance with the terms thereof.

                    (v) The term "Note Purchase Agreement" appearing in Section
               1.1 is amended to read as follows: "Note Purchase Agreement"
               means the Amended and Restated Note Purchase Agreement dated as
               of June 26, 2001 among Continental, each Trustee, the Escrow
               Agent, the Subordination Agent and the Paying Agent, as further
               amended, supplemented or otherwise modified from time to time in
               accordance with its terms.

                    (vi) The term "Operative Agreements" appearing in Section
               1.1 is amended by adding thereto the term "Class C Underwriting
               Agreement," immediately following the term "Underwriting
               Agreement" appearing therein.

                    (vii) The term "Tax Letter" appearing in Section 1.1 is
               amended to read as follows: "Tax Letter" means, collectively,
               each of the four Tax Letters, between Continental and Helaba,
               with respect to the Class A-1 Liquidity Facility, the Class A-2
               Liquidity Facility, the Class B Liquidity Facility and the Class
               C Liquidity Facility, each dated the date of issue of the related
               Class of Certificates, and all tax letters entered into between
               Continental and any Replacement Liquidity Provider.

                    (viii) Section 3.6(e)(i) is amended by deleting the words
               "relating to an Offered Certificate Trust" from the proviso to
               the first sentence thereof.

                    (ix) Section 3.6(e)(ii) is amended by deleting the words
               "relating to an Offered Certificate Trust" from the second
               sentence thereof.

                    (x) Section 10.3(iii) is amended by restating the first
               three lines thereof to read as follows: "if to the initial Class
               A-1 Liquidity Provider, initial Class A-2 Liquidity Provider,
               initial Class B Liquidity Provider and initial Class C Liquidity
               Provider, addressed to it at its office at:"

                                   ARTICLE III

                                  MISCELLANEOUS


            SECTION 3.1. CONSENT OF LIQUIDITY PROVIDER. Pursuant to Section
9.1(c)(ii) of the Intercreditor Agreement, by executing this Amendment No. 1,
each of the Class A-1 Liquidity Provider, the Class A-2 Liquidity Provider and
the Class B Liquidity Provider hereby consents and agrees to the amendments
contained herein.




            SECTION 3.2 MISCELLANEOUS. The amendments to the Intercreditor
Agreement contained in Article II hereof shall become effective as of the date
hereof, and from and after the date hereof, each reference in the Intercreditor
Agreement to "this Agreement", and each reference in the Intercreditor Agreement
or in any other Operative Agreement to the "Intercreditor Agreement" or any like
expression referring to the Intercreditor Agreement, shall be deemed to refer to
the Intercreditor Agreement as amended by this Amendment No. 1. The
Intercreditor Agreement, as amended hereby, shall remain unchanged and in full
force and effect. This Amendment No. 1 may be executed in any number of
counterparts, all of which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this Amendment No. 1 by
signing any such counterpart. This Amendment No. 1 shall be governed by, and
construed in accordance with, the law of the State of New York.







            IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first above written, and acknowledge that
this Agreement has been made and delivered in the City of New York, and this
Agreement has become effective only upon such execution and delivery.

                                          CONTINENTAL AIRLINES, INC.


                                          By
                                             -----------------------------------
                                             Name:
                                             Title:


                                          WILMINGTON TRUST COMPANY,
                                          not in its individual capacity but
                                          solely as Trustee for each of the
                                          Trusts


                                          By
                                             -----------------------------------
                                             Name:
                                             Title:


                                          LANDESBANK HESSEN-THURINGEN
                                          GIROZENTRALE, as Class A-1 Liquidity
                                          Provider, Class A-2 Liquidity
                                          Provider, Class B Liquidity Provider
                                          and Class C Liquidity Provider


                                          By
                                             -----------------------------------
                                             Name:
                                             Title:

                                          By
                                             -----------------------------------
                                             Name:
                                             Title:

                                          WILMINGTON TRUST COMPANY, not in its
                                          individual capacity except as
                                          expressly set forth herein but solely
                                          as Subordination Agent and Trustee


                                          By
                                             -----------------------------------
                                             Name:
                                             Title: