ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of June 9, 2006 between

(Multicurrency—Cross
          Border)
 
ISDA®
International
          Swap Dealers Association, Inc.
MASTER
          AGREEMENT
 
dated
          as
of
          June
          9, 2006

between
          


          

              
                ▇▇▇▇▇▇
                    ▇▇▇▇▇▇▇ Capital Services Inc. (“Party A”)

                and

                Wilmington
                    Trust Company (“Party B”),
                    
in
                    its capacity as Subordination Agent on 
behalf
                    of the Trustee under the Continental 
Airlines
                    Pass Through Trust 2006-1G

              

        

have
          entered and/or anticipate entering into one or more transactions (each
          a
“Transaction”) that are or will be governed by this Master Agreement, which
          includes the schedule (the “Schedule”), and the documents and other confirming
          evidence (each a “Confirmation”) exchanged between the parties confirming those
          Transactions.
 
Accordingly,
          the parties agree as follows: 
 
1. Interpretation
 
(a) Definitions.
          The
          terms defined in Section 14 and in the Schedule will have the meanings
          therein
          specified for the purpose of this Master Agreement.
 
(b) Inconsistency.
          In the
          event of any inconsistency between the provisions of the Schedule and the
          other
          provisions of this Master Agreement, the Schedule will prevail. In the
          event of
          any inconsistency between the provisions of any Confirmation and this Master
          Agreement (including the Schedule), such Confirmation will prevail for
          the
          purpose of the relevant Transaction.
 
(c) Single
          Agreement.
          All
          Transactions are entered into in reliance on the fact that this Master
          Agreement
          and all Confirmations form a single agreement between the parties (collectively
          referred to as this “Agreement”), and the parties would not otherwise enter
          into any Transactions.
 
2. Obligations
 
(a) General
          Conditions.
 
(i) Each
          party will make each payment or delivery specified in each Confirmation
          to be
          made by it, subject to the other provisions of this Agreement.
 
(ii) Payments
          under this Agreement will be made on the due date for value on that date
          in the
          place of the account specified in the relevant Confirmation or otherwise
          pursuant to this Agreement, in freely transferable funds and in the manner
          customary for payments in the required currency. Where settlement is by
          delivery
          (that is, other than by payment), such delivery will be made for receipt
          on the
          due date in the manner customary for the relevant obligation unless otherwise
          specified in the relevant Confirmation or elsewhere in this
          Agreement.
 
(iii) Each
          obligation of each party under Section 2(a)(i) is subject to (1) the condition
          precedent that no Event of Default or Potential Event of Default with respect
          to
          the other party has occurred and is continuing, (2) the condition precedent
          that
          no Early Termination Date in respect of the relevant Transaction has occurred
          or
          been effectively designated and (3) each other applicable condition precedent
          specified in this Agreement.
 

 
 
 

              
            
 

(b) Change
          of Account.
          Either
          party may change its account for receiving a payment or delivery by giving
          notice to the other party at least five Local Business Days prior to the
          scheduled date for the payment or delivery to which such change applies
          unless
          such other party gives timely notice of a reasonable objection to such
          change.
 
(c) Netting.
          If
          on any
          date amounts would otherwise be payable:—
 
(i) in
          the
          same currency; and 
 
(ii) in
          respect of the same Transaction,
 
by
          each
          party to the other, then, on such date, each party’s obligation to make payment
          of any such amount will be automatically satisfied and discharged and,
          if the
          aggregate amount that would otherwise have been payable by one party exceeds
          the
          aggregate amount that would otherwise have been payable by the other party,
          replaced by an obligation upon the party by whom the larger aggregate amount
          would have been payable to pay to the other party the excess of the larger
          aggregate amount over the smaller aggregate amount.
 
The
          parties may elect in respect of two or more Transactions that a net amount
          will
          be determined in respect of all amounts payable on the same date in the
          same
          currency in respect of such Transactions, regardless of whether such amounts
          are
          payable in respect of the same Transaction. The election may be made in
          the
          Schedule or a Confirmation by specifying that subparagraph (ii) above will
          not
          apply to the Transactions identified as being subject to the election,
          together
          with the starting date (in which case subparagraph (ii) above will not,
          or will
          cease to, apply to such Transactions from such date). This election may
          be made
          separately for different groups of Transactions and will apply separately
          to
          each pairing of Offices through which the parties make and receive payments
          or
          deliveries.
 
(d) Deduction
          or Withholding for Tax.
 
(i) Gross-Up.
          All
          payments under this Agreement will be made without any deduction or withholding
          for or on account of any Tax unless such deduction or withholding is required
          by
          any applicable law, as modified by the practice of any relevant governmental
          revenue authority, then in effect. If a party is so required to deduct
          or
          withhold, then that party (“X”) will:—
 
(1) promptly
          notify the other party (“Y”) of such requirement;
 
(2) pay
          to
          the relevant authorities the full amount required to be deducted or withheld
          (including the full amount required to be deducted or withheld from any
          additional amount paid by X to Y under this Section 2(d)) promptly upon
          the
          earlier of determining that such deduction or withholding is required or
          receiving notice that such amount has been assessed against Y;
 
(3) promptly
          forward to Y an official receipt (or a certified copy), or other documentation
          reasonably acceptable to Y, evidencing such payment to such authorities;
          and
 
(4) if
          such
          Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which
          Y is
          otherwise entitled under this Agreement, such additional amount as is necessary
          to ensure that the net amount actually received by Y (free and clear of
          Indemnifiable Taxes, whether assessed against X or Y) will equal the full
          amount
          Y would have received had no such deduction or withholding been required.
          However, X will not be required to pay any additional amount to Y to the
          extent
          that it would not be required to be paid but for:—
 
(A)
          the
          failure by Y to comply with or perform any agreement contained in Section
          4(a)(i), 4(a)(iii) or 4(d); or
 
(B)
          the
          failure of a representation made by Y pursuant to Section 3(f) to be accurate
          and true unless such failure would not have occurred but for (I) any action
          taken by a taxing authority, or brought in a court of competent jurisdiction,
          on
          or after the date on which a Transaction is entered into (regardless of
          whether
          such action is taken or brought with respect to a party to this Agreement)
          or
          (II) a Change in Tax Law.
 

ISDAÒ
              1992
 
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(ii) Liability.
          If:—
 
(1) X
          is
          required by any applicable law, as modified by the practice of any relevant
          governmental revenue authority, to make any deduction or withholding in
          respect
          of which X would not be required to pay an additional amount to Y under
          Section
          2(d)(i)(4);
 
(2) X
          does
          not so deduct or withhold; and
 
(3) a
          liability resulting from such Tax is assessed directly against X,
 
then,
          except to the extent Y has satisfied or then satisfies the liability resulting
          from such Tax, Y will promptly pay to X the amount of such liability (including
          any related liability for interest, but including any related liability
          for
          penalties only if Y has failed to comply with or perform any agreement
          contained
          in Section 4(a)(i), 4(a)(iii) or 4(d)).
 
(e) Default
          Interest; Other Amounts. Prior
          to
          the occurrence or effective designation of an Early Termination Date in
          respect
          of the relevant Transaction, a party that defaults in the performance of
          any
          payment obligation will, to the extent permitted by law and subject to
          Section
          6(c), be required to pay interest (before as well as after judgment) on
          the
          overdue amount to the other party on demand in the same currency as such
          overdue
          amount, for the period from (and including) the original due date for payment
          to
          (but excluding) the date of actual payment, at the Default Rate. Such interest
          will be calculated on the basis of daily compounding and the actual number
          of
          days elapsed. If, prior to the occurrence or effective designation of an
          Early
          Termination Date in respect of the relevant Transaction, a party defaults
          in the
          performance of any obligation required to be settled by delivery, it will
          compensate the other party on demand if and to the extent provided for
          in the
          relevant Confirmation or elsewhere in this Agreement.
 
3. Representations
 
Each
          party represents to the other party (which representations will be deemed
          to be
          repeated by each party on each date on which a Transaction is entered into
          and,
          in the case of the representations in Section 3(f), at all times until
          the
          termination of this Agreement) that:—
 
(a) Basic
          Representations.
 
(i) Status.
          It
          is
          duly organised and validly existing under the laws of the jurisdiction
          of its
          organisation or incorporation and, if relevant under such laws, in good
          standing;
 
(ii) Powers.
          It
          has
          the power to execute this Agreement and any other documentation relating
          to this
          Agreement to which it is a party, to deliver this Agreement and any other
          documentation relating to this Agreement that it is required by this Agreement
          to deliver and to perform its obligations under this Agreement and any
          obligations it has under any Credit Support Document to which it is a party
          and
          has taken all necessary action to authorise such execution, delivery and
          performance;
 
(iii) No
          Violation or Conflict. Such
          execution, delivery and performance do not violate or conflict with any
          law
          applicable to it, any provision of its constitutional documents, any order
          or
          judgment of any court or other agency of government applicable to it or
          any of
          its assets or any contractual restriction binding on or affecting it or
          any of
          its assets;
 
(iv) Consents.
          All
          governmental and other consents that are required to have been obtained
          by it
          with respect to this Agreement or any Credit Support Document to which
          it is a
          party have been obtained and are in full force and effect and all conditions
          of
          any such consents have been complied with; and
 
(v) Obligations
          Binding. Its
          obligations under this Agreement and any Credit Support Document to which
          it is
          a party constitute its legal, valid and binding obligations, enforceable
          in
          accordance with their respective terms (subject to applicable bankruptcy,
          reorganisation, insolvency, moratorium or similar laws affecting creditors’
rights generally and subject, as to enforceability, to equitable principles
          of
          general application (regardless of whether enforcement is sought in a proceeding
          in equity or at law)).
 

ISDAÒ
              1992
 
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(b) Absence
          of Certain Events. No
          Event
          of Default or Potential Event of Default or, to its knowledge, Termination
          Event
          with respect to it has occurred and is continuing and no such event or
          circumstance would occur as a result of its entering into or performing
          its
          obligations under this Agreement or any Credit Support Document to which
          it is a
          party.
 
(c) Absence
          of Litigation. There
          is
          not pending or, to its knowledge, threatened against it or any of its Affiliates
          any action, suit or proceeding at law or in equity or before any court,
          tribunal, governmental body, agency or official or any arbitrator that
          is likely
          to affect the legality, validity or enforceability against it of this Agreement
          or any Credit Support Document to which it is a party or its ability to
          perform
          its obligations under this Agreement or such Credit Support
          Document.
 
(d) Accuracy
          of Specified Information. All
          applicable information that is furnished in writing by or on behalf of
          it to the
          other party and is identified for the purpose of this Section 3(d) in the
          Schedule is, as of the date of the information, true, accurate and complete
          in
          every material respect.
 
(e) Payer
          Tax Representation. Each
          representation specified in the Schedule as being made by it for the purpose
          of
          this Section 3(e) is accurate and true.
 
(f) Payee
          Tax Representations. Each
          representation specified in the Schedule as being made by it for the purpose
          of
          this Section 3(f) is accurate and true.
 
4. Agreements
 
Each
          party agrees with the other that, so long as either party has or may have
          any
          obligation under this Agreement or under any Credit Support Document to
          which it
          is a party:—
 
(a) Furnish
          Specified Information. It
          will
          deliver to the other party or, in certain cases under subparagraph (iii)
          below,
          to such government or taxing authority as the other party reasonably
          directs:—
 
(i) any
          forms, documents or certificates relating to taxation specified in the
          Schedule
          or any Confirmation;
 
(ii) any
          other
          documents specified in the Schedule or any Confirmation; and
 
(iii) upon
          reasonable demand by such other party, any form or document that may be
          required
          or reasonably requested in writing in order to allow such other party or
          its
          Credit Support Provider to make a payment under this Agreement or any applicable
          Credit Support Document without any deduction or withholding for or on
          account
          of any Tax or with such deduction or withholding at a reduced rate (so
          long as
          the completion, execution or submission of such form or document would
          not
          materially prejudice the legal or commercial position of the party in receipt
          of
          such demand), with any such form or document to be accurate and completed
          in a
          manner reasonably satisfactory to such other party and to be executed and
          to be
          delivered with any reasonably required certification,
 
in
          each
          case by the date specified in the Schedule or such Confirmation or, if
          none is
          specified, as soon as reasonably practicable.
 
(b) Maintain
          Authorisations. It
          will
          use all reasonable efforts to maintain in full force and effect all consents
          of
          any governmental or other authority that are required to be obtained by
          it with
          respect to this Agreement or any Credit Support Document to which it is
          a party
          and will use all reasonable efforts to obtain any that may become necessary
          in
          the future.
 
(c) Comply
          with Laws.
          It
          will
          comply in all material respects with all applicable laws and orders to
          which it
          may be subject if failure so to comply would materially impair its ability
          to
          perform its obligations under this Agreement or any Credit Support Document
          to
          which it is a party.
 
(d) Tax
          Agreement. It
          will
          give notice of any failure of a representation made by it under Section
          3(f) to
          be accurate and true promptly upon learning of such failure.
 
(e) Payment
          of Stamp Tax.
          Subject
          to Section 11, it will pay any Stamp Tax levied or imposed upon it or in
          respect
          of its execution or performance of this Agreement by a jurisdiction in
          which it
          is incorporated, 
 

ISDAÒ
              1992
 
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organised, managed
          and controlled, or considered to have its seat, or in which a branch or
          office
          through which it is acting for the purpose of this Agreement is located
          (“Stamp
          Tax Jurisdiction”) and will indemnify the other party against any Stamp Tax
          levied or imposed upon the other party or in respect of the other party’s
          execution or performance of this Agreement by any such Stamp Tax Jurisdiction
          which is not also a Stamp Tax Jurisdiction with respect to the other
          party.
 
5. Events
          of Default and Termination Events
 
(a) Events
          of Default. The
          occurrence at any time with respect to a party or, if applicable, any Credit
          Support Provider of such party or any Specified Entity of such party of
          any of
          the following events constitutes an event of default (an “Event of Default”)
          with respect to such party:—
 
(i) Failure
          to Pay or Deliver. Failure
          by the party to make, when due, any payment under this Agreement or delivery
          under Section 2(a)(i) or 2(e) required to be made by it if such failure
          is not
          remedied on or before the third Local Business Day after notice of such
          failure
          is given to the party;
 
(ii) Breach
          of Agreement. Failure
          by the party to comply with or perform any agreement or obligation (other
          than
          an obligation to make any payment under this Agreement or delivery under
          Section
          2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement
          or
          obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with
          or
          performed by the party in accordance with this Agreement if such failure
          is not
          remedied on or before the thirtieth day after notice of such failure is
          given to
          the party;
 
(iii) Credit
          Support Default.
 
(1) Failure
          by the party or any Credit Support Provider of such party to comply with
          or
          perform any agreement or obligation to be complied with or performed by
          it in
          accordance with any Credit Support Document if such failure is continuing
          after
          any applicable grace period has elapsed;
 
(2) the
          expiration or termination of such Credit Support Document or the failing
          or
          ceasing of such Credit Support Document to be in full force and effect
          for the
          purpose of this Agreement (in either case other than in accordance with
          its
          terms) prior to the satisfaction of all obligations of such party under
          each
          Transaction to which such Credit Support Document relates without the written
          consent of the other party; or
 
(3) the
          party
          or such Credit Support Provider disaffirms, disclaims, repudiates or rejects,
          in
          whole or in part, or challenges the validity of, such Credit Support
          Document;
 
(iv) Misrepresentation.
          A
          representation (other than a representation under Section 3(e) or (f))
          made or
          repeated or deemed to have been made or repeated by the party or any Credit
          Support Provider of such party in this Agreement or any Credit Support
          Document
          proves to have been incorrect or misleading in any material respect when
          made or
          repeated or deemed to have been made or repeated;
 
(v) Default
          under Specified Transaction. The
          party, any Credit Support Provider of such party or any applicable Specified
          Entity of such party (1) defaults under a Specified Transaction and, after
          giving effect to any applicable notice requirement or grace period, there
          occurs
          a liquidation of, an acceleration of obligations under, or an early termination
          of, that Specified Transaction, (2) defaults, after giving effect to any
          applicable notice requirement or grace period, in making any payment or
          delivery
          due on the last payment, delivery or exchange date of, or any payment on
          early
          termination of, a Specified Transaction (or such default continues for
          at least
          three Local Business Days if there is no applicable notice requirement
          or grace
          period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or
          in
          part, a Specified Transaction (or such action is taken by any person or
          entity
          appointed or empowered to operate it or act on its behalf);
 
(vi) Cross
          Default. If
“Cross
          Default” is specified in the Schedule as applying to the party, the
          occurrence or existence of (1) a default, event of default or other similar
          condition or event (however 
 

ISDAÒ
              1992
 
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described)
          in respect of such party, any Credit Support Provider of such party or
          any
          applicable Specified Entity of such party under one or more agreements
          or
          instruments relating to Specified Indebtedness of any of them (individually
          or
          collectively) in an aggregate amount of not less than the applicable Threshold
          Amount (as specified in the Schedule) which has resulted in such Specified
          Indebtedness becoming, or becoming capable at such time of being declared,
          due
          and payable under such agreements or instruments, before it would otherwise
          have
          been due and payable or (2) a default by such party, such Credit Support
          Provider or such Specified Entity (individually or collectively) in making
          one
          or more payments on the due date thereof in an aggregate amount of not
          less than
          the applicable Threshold Amount under such agreements or instruments (after
          giving effect to any applicable notice requirement or grace
          period);
 
(vii) Bankruptcy.
          The
          party, any Credit Support Provider of such party or any applicable Specified
          Entity of such party:—
 
(1)
          is
          dissolved (other than pursuant to a consolidation, amalgamation or merger);
          (2)
          becomes insolvent or is unable to pay its debts or fails or admits in writing
          its inability generally to pay its debts as they become due; (3) makes
          a general
          assignment, arrangement or composition with or for the benefit of its creditors;
          (4) institutes or has instituted against it a proceeding seeking a judgment
          of
          insolvency or bankruptcy or any other relief under any bankruptcy or insolvency
          law or other similar law affecting creditors’ rights, or a petition is presented
          for its winding-up or liquidation, and, in the case of any such proceeding
          or
          petition instituted or presented against it, such proceeding or petition
          (A)
          results in a judgment of insolvency or bankruptcy or the entry of an order
          for
          relief or the making of an order for its winding-up or liquidation or (B)
          is not
          dismissed, discharged, stayed or restrained in each case within 30 days
          of the
          institution or presentation thereof; (5) has a resolution passed for its
          winding-up, official management or liquidation (other than pursuant to
          a
          consolidation, amalgamation or merger); (6) seeks or becomes subject to
          the
          appointment of an administrator, provisional liquidator, conservator, receiver,
          trustee, custodian or other similar official for it or for all or substantially
          all its assets; (7) has a secured party take possession of all or substantially
          all its assets or has a distress, execution, attachment, sequestration
          or other
          legal process levied, enforced or sued on or against all or substantially
          all
          its assets and such secured party maintains possession, or any such process
          is
          not dismissed, discharged, stayed or restrained, in each case within 30
          days
          thereafter; (8) causes or is subject to any event with respect to it which,
          under the applicable laws of any jurisdiction, has an analogous effect
          to any of
          the events specified in clauses (1)
          to
          (7)
          (inclusive); or (9) takes any action in furtherance of, or indicating its
          consent to, approval of, or acquiescence in, any of the foregoing acts;
          or
 
(viii) Merger
          Without Assumption.
          The
          party
          or any Credit Support Provider of such party consolidates or amalgamates
          with,
          or merges with or into, or transfers all or substantially all its assets
          to,
          another entity and, at the time of such consolidation, amalgamation, merger
          or
          transfer:—
 
(1) the
          resulting, surviving or transferee entity fails to assume all the obligations
          of
          such party or such Credit Support Provider under this Agreement or any
          Credit
          Support Document to which it or its predecessor was a party by operation
          of law
          or pursuant to an agreement reasonably satisfactory to the other party
          to this
          Agreement; or
 
(2) the
          benefits of any Credit Support Document fail to extend (without the consent
          of
          the other party) to the performance by such resulting, surviving or transferee
          entity of its obligations under this Agreement.
 
(b) Termination
          Events.
          The
          occurrence at any time with respect to a party or, if applicable, any
          Credit Support Provider of such party or any Specified Entity of such party
          of any event specified below constitutes an Illegality if the event is
          specified
          in (i) below, a Tax Event if the event is specified in (ii) below or a
          Tax
          Event Upon Merger if the event is specified in (iii) below, and, if
          specified to be applicable, a Credit Event 
 

ISDAÒ
              1992
 
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Upon Merger
          if the event is specified pursuant to (iv) below or an Additional Termination
          Event if the event is specified pursuant to (v) below:—
 
(i) Illegality.
          Due
          to
          the adoption of, or any change in, any applicable law after the date on
          which a
          Transaction is entered into, or due to the promulgation of, or any change
          in,
          the interpretation by any court, tribunal or regulatory authority with
          competent
          jurisdiction of any applicable law after such date, it becomes unlawful
          (other
          than as a result of a breach by the party of Section 4(b)) for such party
          (which
          will be the Affected Party):—
 
(1) to
          perform any absolute or contingent obligation to make a payment or delivery
          or
          to receive a payment or delivery in respect of such Transaction or to comply
          with any other material provision of this Agreement relating to such
          Transaction; or
 
(2) to
          perform, or for any Credit Support Provider of such party to perform, any
          contingent or other obligation which the party (or such Credit Support
          Provider)
          has under any Credit Support Document relating to such Transaction;
 
(ii) Tax
          Event. Due
          to
          (x) any action taken by a taxing authority, or brought in a court of competent
          jurisdiction, on or after the date on which a Transaction is entered into
          (regardless of whether such action is taken or brought with respect to
          a party
          to this Agreement) or (y) a Change in Tax Law, the party (which will be
          the
          Affected Party) will, or there is a substantial likelihood that it will,
          on the
          next succeeding Scheduled Payment Date (1) be required to pay to the other
          party
          an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4)
          (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or
          (2)
          receive a payment from which an amount is required to be deducted or withheld
          for or on account of a Tax (except in respect of interest under Section
          2(e),
          6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect
          of
          such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A)
          or (B));
 
(iii) Tax
          Event Upon Merger. The
          party
          (the “Burdened Party”) on the next succeeding Scheduled Payment Date will either
          (1) be required to pay an additional amount in respect of an Indemnifiable
          Tax
          under Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
          6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been
          deducted or withheld for or on account of any Indemnifiable Tax in respect
          of
          which the other party is not required to pay an additional amount (other
          than by
          reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of
          a party
          consolidating or amalgamating with, or merging with or into, or transferring
          all
          or substantially all its assets to, another entity (which will be the Affected
          Party) where such action does not constitute an event described in Section
          5(a)(viii);
 
(iv) Credit
          Event Upon Merger. If
          “Credit Event Upon Merger” is specified in the Schedule as applying to the
          party, such party (“X”), any Credit Support Provider of X or any applicable
          Specified Entity of X consolidates or amalgamates with, or merges with
          or into,
          or transfers all or substantially all its assets to, another entity and
          such
          action does not constitute an event described in Section 5(a)(viii) but
          the
          creditworthiness of the resulting, surviving or transferee entity is materially
          weaker than that of X, such Credit Support Provider or such Specified Entity,
          as
          the case may be, immediately prior to such action (and, in such event,
          X or its
          successor or transferee, as appropriate, will be the Affected Party);
          or
 
(v) Additional
          Termination Event. If
          any
“Additional Termination Event” is specified in the Schedule or any Confirmation
          as applying, the occurrence of such event (and, in such event, the Affected
          Party or Affected Parties shall be as specified for such Additional Termination
          Event in the Schedule or such Confirmation).
 
(c) Event
          of Default and Illegality. If
          an
          event or circumstance which would otherwise constitute or give rise to
          an Event
          of Default also constitutes an Illegality, it will be treated as an Illegality
          and will not constitute an Event of Default.
 

ISDAÒ
              1992
 
7

              
            
 

6. Early
          Termination
 
(a) Right
          to Terminate Following Event of Default. If
          at
          any
          time an Event of Default with respect to a party (the “Defaulting Party”) has
          occurred and is then continuing, the other party (the “Non-defaulting Party”)
          may, by not more than 20 days notice to the Defaulting Party specifying
          the
          relevant Event of Default, designate a day not earlier than the day such
          notice
          is effective as an Early Termination Date in respect of all outstanding
          Transactions. If, however, “Automatic Early Termination” is specified in the
          Schedule as applying to a party, then an Early Termination Date in respect
          of
          all outstanding Transactions will occur immediately upon the occurrence
          with
          respect to such party of an Event of Default specified in Section 5(a)(vii)(1),
          (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time
          immediately preceding the institution of
          the
          relevant proceeding or the presentation of the relevant petition upon the
          occurrence with respect to such party of an Event of Default specified
          in
          Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).
 
(b) Right
          to Terminate Following Termination Event.
 
(i) Notice.
          If
          a
          Termination Event occurs, an Affected Party will, promptly upon becoming
          aware
          of it, notify the other party, specifying the nature of that Termination
          Event
          and each Affected Transaction and will also give such other information
          about
          that Termination Event as the other party may reasonably require.
 
(ii) Transfer
          to Avoid Termination Event. If
          either
          an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there
          is only
          one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened
          Party
          is the Affected Party, the Affected Party will, as a condition to its right
          to
          designate an Early Termination Date under Section 6(b)(iv), use all reasonable
          efforts (which will not require such party to incur a loss, excluding
          immaterial, incidental expenses) to transfer within 20 days after it gives
          notice under Section 6(b)(i) all its rights and obligations under this
          Agreement
          in respect of the Affected Transactions to another of its Offices or Affiliates
          so that such Termination Event ceases to exist.
 
If
          the
          Affected Party is not able to make such a transfer it will give notice
          to the
          other party to that effect within such 20 day period, whereupon the other
          party
          may effect such a transfer within 30 days after the notice is given under
          Section 6(b)(i).
 
Any
          such
          transfer by a party under this Section 6(b)(ii) will be subject to and
          conditional upon the prior written consent of the other party, which consent
          will not be withheld if such other party’s policies in effect at such time would
          permit it to enter into transactions with the transferee on the terms
          proposed.
 
(iii) Two
          Affected Parties. If
          an
          Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are
          two
          Affected Parties, each party will use all reasonable efforts to reach agreement
          within 30 days after notice thereof is given under Section 6(b)(i) on action
          to
          avoid that Termination Event.
 
(iv) Right
          to Terminate. If:—
 
(1)
          a
          transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii),
          as the
          case may be, has not been effected with respect to all Affected Transactions
          within 30 days after an Affected Party gives notice under Section 6(b)(i);
          or
 
(2)
          an
          Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional
          Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened
          Party is not the Affected Party,
 
either
          party in the case of an Illegality, the Burdened Party in the case of a
          Tax
          Event Upon Merger, any Affected Party in the case of a Tax Event or an
          Additional Termination Event if
          there
          is
          more than one Affected Party, or the party which is not the Affected
          Party in the case of a Credit Event Upon Merger or an Additional
          Termination Event if there is only one Affected Party may, by not
          more than 20 days notice to the other party and provided that the
          relevant Termination Event is then 
 

ISDAÒ
              1992
 
8

              
            
 

continuing,
          designate a day not earlier than the day such notice is effective as an
          Early
          Termination Date in respect of all Affected Transactions.
 
(c) Effect
          of Designation.
 
(i) If
          notice
          designating an Early Termination Date is given under Section 6(a) or (b),
          the
          Early Termination Date will occur on the date so designated, whether or
          not the
          relevant Event of
          Default
          or Termination Event is then continuing.
 
(ii) Upon
          the
          occurrence or effective designation of an Early Termination Date, no further
          payments or deliveries under Section 2(a)(i) or 2(e) in respect of the
          Terminated Transactions will be required to be made, but without prejudice
          to
          the other provisions of this Agreement. The amount, if any, payable in
          respect
          of an Early Termination Date shall be determined pursuant to Section
          6(e).
 
(d) Calculations.
 
(i) Statement.
          On
          or as
          soon as reasonably practicable following the occurrence of an Early Termination
          Date, each party will make the calculations on its part, if any, contemplated
          by
          Section 6(e) and will provide to the other party a statement (1) showing,
          in
          reasonable detail, such calculations (including all relevant quotations
          and
          specifying any amount payable under Section 6(e)) and (2) giving details
          of the
          relevant account to which any amount payable to it is to be paid. In the
          absence
          of written confirmation from the source of a quotation obtained in determining
          a
          Market Quotation, the records of the party obtaining such quotation will
          be
          conclusive evidence of the existence and accuracy of such
          quotation.
 
(ii) Payment
          Date. An
          amount
          calculated as being due in respect of any Early Termination Date under
          Section
          6(e) will be payable on the day that notice of the amount payable is effective
          (in the case of an Early Termination Date which is designated or occurs
          as a
          result of an Event of Default) and on the day which is two Local Business
          Days
          after the day on which notice of the amount payable is effective (in the
          case of
          an Early Termination Date which is designated as a result of a Termination
          Event). Such amount will be paid together with (to the extent permitted
          under
          applicable law) interest thereon (before as well as after judgment) in
          the
          Termination Currency, from (and including) the relevant Early Termination
          Date
          to (but excluding) the date such amount is paid, at the Applicable Rate.
          Such
          interest will be calculated on the basis of daily compounding and the actual
          number of days elapsed.
 
(e) Payments
          on Early Termination. If
          an
          Early Termination Date occurs, the following provisions shall apply based
          on the
          parties’ election in the Schedule of a payment measure, either “Market
          Quotation” or “Loss”, and a payment method, either the “First Method” or the
“Second Method”. If the parties fail to designate a payment measure or payment
          method in the Schedule, it will be deemed that “Market Quotation” or the “Second
          Method”, as the case may be, shall apply. The amount, if any, payable in respect
          of an Early Termination Date and determined pursuant to this Section will
          be
          subject to any Set-off.
 
(i) Events
          of Default. If
          the
          Early
          Termination Date results from an Event of Default:—
 
(1) First
          Method and Market Quotation. If
          the
          First Method and Market Quotation apply, the Defaulting Party will pay
          to the
          Non-defaulting Party the excess, if a positive number, of (A) the sum of
          the
          Settlement Amount (determined by the Non-defaulting Party) in respect of
          the
          Terminated Transactions and the Termination Currency Equivalent of the
          Unpaid
          Amounts owing to the Non-defaulting Party over (B) the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Defaulting Party.
 
(2) First
          Method and Loss. If
          the
          First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting
          Party, if a positive number, the Non-defaulting Party’s Loss in respect of this
          Agreement.
 
(3) Second
          Method and Market Quotation. If
          the
          Second Method and Market Quotation apply, an amount will be payable equal
          to (A)
          the sum of
          the
          Settlement Amount (determined by the 
 

ISDAÒ
              1992
 
9

              
            
 

Non-defaulting
          Party) in respect of the Terminated Transactions and the Termination Currency
          Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less
          (B) the
          Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting
          Party. If that amount is a positive number, the Defaulting Party will pay
          it to
          the Non-defaulting Party; if it is a negative number, the Non-defaulting
          Party
          will pay the absolute value of that amount to the Defaulting Party.
 
(4) Second
          Method and Loss. If
          the
          Second Method and Loss apply, an amount will be payable equal to the
          Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a
          positive number, the Defaulting Party will pay it to the Non-defaulting
          Party;
          if it is a negative number, the Non-defaulting Party will pay the absolute
          value
          of that amount to the Defaulting Party.
 
(ii) Termination
          Events. If
          the
          Early Termination Date results from a Termination Event:—
 
(1) One
          Affected Party. If
          there
          is one Affected Party, the amount payable will be determined in accordance
          with
          Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4),
          if Loss
          applies, except that, in either case, references to the Defaulting Party
          and to
          the Non-defaulting Party will be deemed to be references to the Affected
          Party
          and the party which is not the Affected Party, respectively, and, if Loss
          applies and fewer than all the Transactions are being terminated, Loss
          shall be
          calculated in respect of all Terminated Transactions.
 
(2) Two
          Affected Parties. If
          there
          are two Affected Parties:—
 
(A) if
          Market
          Quotation applies, each party will determine a Settlement Amount in respect
          of
          the Terminated Transactions, and an amount will be payable equal to (I)
          the sum
          of (a) one-half of the difference between the Settlement Amount of the
          party
          with the higher Settlement Amount (“X”) and the Settlement Amount of the party
          with the lower Settlement Amount (“Y”) and (b) the Termination Currency
          Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency
          Equivalent of the Unpaid Amounts owing to Y; and
 
(B) if
          Loss
          applies, each party will determine its Loss in respect of this Agreement
          (or, if
          fewer than all the Transactions are being terminated, in respect of all
          Terminated Transactions) and an amount will be payable equal to one-half
          of
          the
          difference between the Loss of the party with the higher Loss (“X”) and the
Loss
          of
          the
          party with the lower Loss (“Y”).
 
If
          the
          amount payable is a positive number, Y will pay it to X; if it is a negative
          number, X will pay the absolute value of that amount to Y.
 
(iii) Adjustment
          for Bankruptcy. In
          circumstances where an Early Termination Date occurs because “Automatic Early
          Termination” applies in respect of a party, the amount determined under this
          Section 6(e) will be subject to such adjustments as are appropriate and
          permitted by law to reflect any payments or deliveries made by one party
          to the
          other under this Agreement (and retained by such other party) during the
          period
          from the relevant Early Termination Date to the date for payment determined
          under Section 6(d)(ii).
 
(iv) Pre-Estimate.
          The
          parties agree that if Market Quotation applies an amount recoverable under
          this
          Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such
          amount
          is payable for the loss of bargain and the loss
          of protection
          against future risks and except as otherwise provided in this Agreement
          neither
          party will be entitled to recover any additional damages as a consequence
          of
          such losses.
 

ISDAÒ
              1992
 
10

              
            
 

7. Transfer
 
Subject
          to Section 6(b)(ii), neither this Agreement nor any interest or obligation
          in or
          under this Agreement may be transferred (whether by way of security or
          otherwise) by either party without the prior written consent of the other
          party,
          except that:—
 
(a) a
          party
          may make such a transfer of this Agreement pursuant to a consolidation
          or
          amalgamation with, or merger with or into, or transfer of all or substantially
          all its assets to, another entity (but without prejudice to any other right
          or
          remedy under this Agreement); and
 
(b) a
          party
          may make such a transfer of all or any part of its interest in any amount
          payable to it from a Defaulting Party under Section 6(e).
 
Any
          purported transfer that is not in compliance with this Section will be
          void.
 
8. Contractual
          Currency
 
(a) Payment
          in the Contractual Currency. Each
          payment under this Agreement will be made in the relevant currency specified
          in
          this Agreement for that payment (the “Contractual Currency”). To the extent
          permitted by applicable law, any obligation to make payments under this
          Agreement in the Contractual Currency will not be discharged or satisfied
          by any
          tender in any currency other than the Contractual Currency, except to the
          extent
          such tender results in the actual receipt by the party to which payment
          is owed,
          acting in a reasonable manner and in good faith in converting the currency
          so
          tendered into the Contractual Currency, of the full amount in the Contractual
          Currency of all amounts payable in respect of this Agreement. If for any
          reason
          the amount in the Contractual Currency so received falls short of the amount
          in
          the Contractual Currency payable in respect of this Agreement, the party
          required to make the payment will, to the extent permitted by applicable
          law,
          immediately pay such additional amount in the Contractual Currency as may
          be
          necessary to compensate for the shortfall. If for any reason the amount
          in the
          Contractual Currency so received exceeds the amount in the Contractual
          Currency
          payable in respect of this Agreement, the party receiving the payment will
          refund promptly the amount of such excess.
 
(b) Judgments.
          To
          the
          extent permitted by applicable law, if any judgment or order expressed
          in a
          currency other than the Contractual Currency is rendered (i) for the payment
          of
          any
          amount owing in respect of this Agreement, (ii) for the payment of any
          amount
          relating to any early termination in respect of this Agreement or (iii)
          in
          respect of a judgment or order of another court for the payment of any
          amount
          described in (i) or (ii) above, the party seeking recovery, after recovery
          in
          full of the aggregate amount to which such party is entitled pursuant to
          the
          judgment or order, will be entitled to receive immediately from the other
          party
          the amount of any shortfall of the Contractual Currency received by such
          party
          as a consequence of sums paid in such other currency and will refund promptly
          to
          the other party any excess of the Contractual Currency received by such
          party as
          a consequence of sums paid in such other currency if such shortfall or
          such
          excess arises or results from any variation between the rate of exchange
          at
          which the Contractual Currency is converted into the currency of the judgment
          or
          order for the purposes of such judgment or order and the rate of exchange
          at
          which such party is able, acting in a reasonable manner and in good faith
          in
          converting the currency received into the Contractual Currency, to purchase
          the
          Contractual Currency with the amount of the currency of the judgment or
          order
          actually received by such party. The term “rate of exchange” includes, without
          limitation, any premiums and costs of exchange payable in connection with
          the
          purchase of or conversion into the Contractual Currency.
 
(c) Separate
          Indemnities.
          To
the
          extent permitted by applicable law, these indemnities constitute separate
          and
          independent obligations from the other obligations in this Agreement, will
          be
          enforceable as separate and independent causes of action, will apply
          notwithstanding any indulgence granted by the party to which any payment
          is owed
          and will not be affected by judgment being obtained or claim or proof being
          made
          for any other sums payable in respect of this Agreement.
 
(d) Evidence
          of Loss. For
          the
          purpose of this Section 8, it will be sufficient for a party to demonstrate
          that
          it would have suffered a loss had an actual exchange or purchase been
          made.
 

ISDAÒ
              1992
 
11

              
            
 

9. Miscellaneous
 
(a) Entire
          Agreement. This
          Agreement constitutes the entire agreement and understanding of the parties
          with
          respect to its subject matter and supersedes all oral communication and
          prior
          writings with respect thereto.
 
(b) Amendments.
          No
          amendment, modification or waiver in respect of this Agreement will be
          effective
          unless in writing (including a writing evidenced by a facsimile transmission)
          and executed by each of the parties or confirmed by an exchange of telexes
          or
          electronic messages on an electronic messaging system.
 
(c) Survival
          of Obligations. Without
          prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
          under this Agreement will survive the termination of any
          Transaction.
 
(d) Remedies
          Cumulative. Except
          as
          provided in this Agreement, the rights, powers, remedies and privileges
          provided
          in this Agreement are cumulative and not exclusive of any rights, powers,
          remedies and privileges provided by law.
 
(e) Counterparts
          and Confirmations.
 
(i)
          This
          Agreement (and each amendment, modification and waiver in respect of it)
          may be
          executed and delivered in counterparts (including by facsimile transmission),
          each of which will be deemed an original.
 
(ii)
          The
          parties intend that they are legally bound by the terms of each Transaction
          from
          the moment they agree to those terms (whether orally or otherwise). A
          Confirmation shall be entered into as soon as practicable and may be executed
          and delivered in counterparts (including by facsimile transmission) or
          be
          created by an exchange of telexes or by an exchange of electronic messages
          on an
          electronic messaging system, which in each case will be sufficient for
          all
          purposes to evidence a binding supplement to this Agreement. The parties
          will
          specify therein or through another effective means that any such counterpart,
          telex or electronic message constitutes a Confirmation.
 
(f) No
          Waiver of Rights. A
          failure
          or delay in exercising any right, power or privilege in respect of this
          Agreement will not be presumed to operate as a waiver, and a single or
          partial
          exercise of any right, power or privilege will not be presumed to preclude
          any
          subsequent or further exercise, of that right, power or privilege or the
          exercise of any other right, power or privilege.
 
(g) Headings.
          The
          headings used in this Agreement are for convenience of reference only and
          are
          not to affect the construction of or to be taken into consideration in
          interpreting this Agreement.
 
10. Offices;
          Multibranch Parties
 
(a) If
          Section 10(a) is specified in the Schedule as applying, each party that
          enters
          into a Transaction through an Office other than its head or home office
          represents to the other party that, notwithstanding the place of booking
          office
          or jurisdiction of incorporation or organisation of such party, the obligations
          of such party are the same as if it had entered into the Transaction through
          its
          head or home office. This representation will be deemed to be repeated
          by such
          party on each date on which a Transaction is entered into.
 
(b) Neither
          party may change the Office through which it makes and receives payments
          or
          deliveries for the purpose of a Transaction without the prior written consent
          of
          the other party.
 
(c) If
          a
          party is specified as a Multibranch Party in the Schedule, such Multibranch
          Party may make and receive payments or deliveries under any Transaction
          through
          any Office listed in the Schedule, and the Office through which it makes
          and
          receives payments or deliveries with respect to a Transaction will be specified
          in the relevant Confirmation.
 
11. Expenses
 
A
          Defaulting Party will, on demand, indemnify and hold harmless the other
          party
          for and against all reasonable out-of-pocket expenses, including legal fees
          and Stamp Tax, incurred by such other party by reason of the
          enforcement and protection of its rights under this Agreement or any Credit
          Support Document 
 

ISDAÒ
              1992
 
12

              
            
 

to which
          the Defaulting Party is a party or by reason of the early termination of
          any
          Transaction, including, but not limited to, costs of collection.
 
12. Notices
 
(a) Effectiveness.
          Any
          notice or other communication in respect of this Agreement may be given
          in any
          manner set forth below (except that a notice or other communication under
          Section 5 or 6 may not be given by facsimile transmission or electronic
          messaging system) to the address or number or in accordance with the electronic
          messaging system details provided (see the Schedule) and will be deemed
          effective as indicated:—
 
(i) if
          in
          writing and delivered in person or by courier, on the date it is delivered;
          
 
(ii) if
          sent
          by telex, on the date the recipient’s answerback is received;
 
(iii) if
          sent
          by facsimile transmission, on the date that transmission is received by
          a
          responsible employee of the recipient in legible form (it being agreed
          that the
          burden of proving receipt will be on the sender and will not be met by
          a
          transmission report generated by the sender’s facsimile machine);
 
(iv) if
          sent
          by certified or registered mail (airmail, if overseas) or the equivalent
          (return
          receipt requested), on the date that mail is delivered or its delivery
          is
          attempted; or
 
(v) if
          sent
          by electronic messaging system, on the date that electronic message is
          received,
 
unless
          the date of that delivery (or attempted delivery) or that receipt, as
          applicable, is not a Local Business Day or that communication is delivered
          (or
          attempted) or received, as applicable, after the close of business on a
          Local
          Business Day, in which case that communication shall be deemed given and
          effective on the first following day that is a Local Business Day.
 
(b) Change
          of Addresses. Either
          party may by notice to the other change the address, telex or facsimile
          number
          or electronic messaging system details at which notices or other communications
          are to be given to it.
 
13. Governing
          Law and Jurisdiction
 
(a) Governing
          Law. This
          Agreement will be governed by and construed in accordance with the law
          specified
          in the Schedule.
 
(b) Jurisdiction.
          With
          respect to any suit, action or proceedings relating to this Agreement
          (“Proceedings”), each party irrevocably:—
 
(i) submits
          to the jurisdiction of the English courts, if this Agreement is expressed
          to be
          governed by English law, or to the non-exclusive jurisdiction of the courts
          of
          the State of New York and the United States District Court located in the
          Borough of Manhattan in New York City, if this Agreement is expressed to
          be
          governed by the laws of the State of New York; and
 
(ii) waives
          any objection which it may have at any time to the laying of venue of any
          Proceedings brought in any such court, waives any claim that such Proceedings
          have been brought in an inconvenient forum and further waives the right
          to
          object, with respect to such Proceedings, that such court does not have
          any
          jurisdiction over such party.
 
Nothing
          in this Agreement precludes either party from bringing Proceedings in any
          other
          jurisdiction (outside, if this Agreement is expressed to be governed by
          English
          law, the Contracting States, as defined in Section 1(3) of the Civil
          Jurisdiction and Judgments ▇▇▇ ▇▇▇▇ or any modification, extension or
          re-enactment thereof for the time being in force) nor will the bringing
          of
          Proceedings in any one or more jurisdictions preclude the bringing of
          Proceedings in any other jurisdiction.
 
(c) Service
          of Process.
          Each
          party irrevocably appoints the Process Agent (if any) specified opposite
          its name in the Schedule to receive, for it and on its behalf, service
          of process in any Proceedings. If for any 
 

ISDAÒ
              1992
 
13

              
            
 

reason any
          party’s Process Agent is unable to act as such, such party will promptly notify
          the other party and within 30 days appoint a substitute process agent acceptable
          to the other party. The parties irrevocably consent to service of process
          given
          in the manner provided for notices in Section 12. Nothing in this Agreement
          will
          affect the right of either party to serve process in any other manner permitted
          by law.
 
(d) Waiver
          of Immunities. Each
          party irrevocably waives, to the fullest extent permitted by applicable
          law,
          with respect to itself and its revenues and assets (irrespective of their
          use or
          intended use), all immunity on the grounds of sovereignty or other similar
          grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by
          way of
          injunction, order for specific performance or for recovery of property,
          (iv)
          attachment of its assets (whether before or after judgment) and (v) execution
          or
          enforcement of any judgment to which it or its revenues or assets might
          otherwise be entitled in any Proceedings in the courts of any jurisdiction
          and
          irrevocably agrees, to the extent permitted by applicable law, that it
          will not
          claim any such immunity in any Proceedings.
 
14. Definitions
 
As
          used
          in this Agreement:—
 
“Additional
          Termination Event” has
          the
          meaning specified in Section 5(b).
 
“Affected
          Party” has
          the
          meaning specified in Section 5(b).
 
“Affected
          Transactions” means
          (a)
          with respect to any Termination Event consisting of an Illegality, Tax
          Event or
          Tax Event Upon Merger, all Transactions affected by the occurrence of such
          Termination Event and (b) with respect to any other Termination Event,
          all
          Transactions.
 
“Affiliate”
          means,
          subject to the Schedule, in relation to any person, any entity controlled,
          directly or indirectly, by the person, any entity that controls, directly
          or
          indirectly, the person or any entity directly or indirectly under common
          control
          with the person. For this purpose, “control” of any entity or person means
          ownership of a majority of the voting power of the entity or
          person.
 
“Applicable
          Rate”
          means:—
 
(a) in
          respect of obligations payable or deliverable (or which would have been
          but for
          Section 2(a)(iii)) by a Defaulting Party, the Default Rate;
 
(b)
          in
          respect of an obligation to pay an amount under Section 6(e) of either
          party
          from and after the date (determined in accordance with Section 6(d)(ii))
          on
          which that amount is payable, the Default Rate;
 
(c) in
          respect of all other obligations payable or deliverable (or which would
          have
          been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
          Rate;
          and
 
(d) in
          all
          other cases, the Termination Rate.
 
“Burdened
          Party” has
          the
          meaning specified in Section 5(b).
 
“Change
          in Tax Law” means
          the
          enactment, promulgation, execution or ratification of, or any change in
          or
          amendment to, any law (or in the application or official interpretation
          of any
          law) that occurs on or after the date on which the relevant Transaction
          is
          entered into.
 
“consent”
          includes
          a consent, approval, action, authorisation, exemption, notice, filing,
          registration or exchange control consent.
 
“Credit
          Event Upon Merger” has
          the
          meaning specified in Section 5(b).
 
“Credit
          Support Document” means
          any
          agreement or instrument that is specified as such in this Agreement.
 
“Credit
          Support Provider” has
          the
          meaning specified in the Schedule.
 
“Default
          Rate” means
          a
          rate per annum equal to the cost (without proof or evidence of any actual
          cost)
          to the relevant payee (as certified by it) if it were to fund or of funding
          the
          relevant amount plus 1% per annum.
 

ISDAÒ
              1992
 
14

              
            
 

“Defaulting
          Party” has
          the
          meaning specified in Section 6(a).
 
“Early
          Termination Date” means
          the
          date determined in accordance with Section 6(a) or 6(b)(iv). 
 
“Event
          of Default” has
          the
          meaning specified in Section 5(a) and, if applicable, in the Schedule.
          
 
“Illegality”
          has
          the
          meaning specified in Section 5(b).
 
“Indemnifiable
          Tax” means
          any
          Tax other than a Tax that would not be imposed in respect of a payment
          under
          this Agreement but for a present or former connection between the jurisdiction
          of the government or taxation authority imposing such Tax and the recipient
          of
          such payment or a person related to such recipient (including, without
          limitation, a connection arising from such recipient or related person
          being or
          having been a citizen or resident of such jurisdiction, or being or having
          been
          organised, present or engaged in a trade or business in such jurisdiction,
          or
          having or having had a permanent establishment or fixed place of business
          in
          such jurisdiction, but excluding a connection arising solely from such
          recipient
          or related person having executed, delivered, performed its obligations
          or
          received a payment under, or enforced, this Agreement or a Credit Support
          Document).
 
“law”
          includes
          any treaty, law, rule or regulation (as modified, in the case of tax matters,
          by
          the practice of any relevant governmental revenue authority) and “lawful”
          and
          “unlawful”
          will
          be
          construed accordingly.
 
“Local
          Business Day” means,
          subject to the Schedule, a day on which commercial banks are open for business
          (including dealings in foreign exchange and foreign currency deposits)
          (a) in
          relation to any obligation under Section 2(a)(i), in the place(s) specified
          in
          the relevant Confirmation or, if not so specified, as otherwise agreed
          by the
          parties in writing or determined pursuant to provisions contained, or
          incorporated by reference, in this Agreement, (b) in relation to any other
          payment, in the place where the relevant account is located and, if different,
          in the principal financial centre, if any, of the currency of such payment,
          (c)
          in relation to any notice or other communication, including notice contemplated
          under Section 5(a)(i), in the city specified in the address for notice
          provided
          by the recipient and, in the case of a notice contemplated by Section 2(b),
          in
          the place where the relevant new account is to be located and (d) in relation
          to
          Section 5(a)(v)(2), in the relevant locations for performance with respect
          to
          such Specified Transaction.
 
“Loss”
          means,
          with respect to this Agreement or one or more Terminated Transactions,
          as the
          case may be, and a party, the Termination Currency Equivalent of an amount
          that
          party reasonably determines in good faith to be its total losses and costs
          (or
          gain, in which case expressed as a negative number) in connection with
          this
          Agreement or that Terminated Transaction or group of Terminated Transactions,
          as
          the case may be, including any loss of bargain, cost of funding or, at
          the
          election of such party but without duplication, loss or cost incurred as
          a
          result of its terminating, liquidating, obtaining or reestablishing any
          hedge or
          related trading position (or any gain resulting from any of them). Loss
          includes
          losses and costs (or gains) in respect of any payment or delivery required
          to
          have been made (assuming satisfaction of each applicable condition precedent)
          on
          or before the relevant Early Termination Date and not made, except, so
          as to
          avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies.
          Loss
          does not include a party’s legal fees and out-of-pocket expenses referred to
          under Section 11. A party will determine its Loss as of the relevant Early
          Termination Date, or, if that is not reasonably practicable, as of the
          earliest
          date thereafter as is reasonably practicable. A party may (but need not)
          determine its Loss by reference to quotations of relevant rates or prices
          from
          one or more leading dealers in the relevant markets.
 
“Market
          Quotation” means,
          with respect to one or more Terminated Transactions and a party making
          the
          determination, an amount determined on the basis of quotations from Reference
          Market-makers. Each quotation will be for an amount, if any, that would
          be paid
          to such party (expressed as a negative number) or by such party (expressed
          as a
          positive number) in consideration of an agreement between such party (taking
          into account any existing Credit Support Document with respect to the
          obligations of such party) and the quoting Reference Market-maker to enter
          into
          a transaction (the “Replacement Transaction”) that would have the effect of
          preserving for such party the economic equivalent of any payment or delivery
          (whether the underlying obligation was absolute or contingent and assuming
          the
          satisfaction of each applicable condition precedent) by the parties under
          Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
          Transactions that would, but for the occurrence of the relevant Early
          Termination Date, have been required after that date. For this purpose,
          Unpaid
          Amounts in respect of the Terminated Transaction or group of Terminated
          Transactions are to be excluded
          but,
          without limitation, any payment or delivery that would, but for the relevant
          Early Termination Date, have 
 

ISDAÒ
              1992
 
15

              
            
 

been required
          (assuming satisfaction of each applicable condition precedent) after that
          Early
          Termination Date is to be included. The Replacement
          Transaction would be subject to such documentation as such party and the
          Reference Market-maker may, in good faith, agree. The party making the
          determination (or its agent) will request each Reference Market-maker to
          provide
          its quotation to the extent reasonably practicable as of the same day and
          time
          (without regard to different time zones) on or as soon as reasonably practicable
          after the relevant Early Termination Date. The day and time as of which
          those
          quotations are to be obtained will be selected in good faith by the party
          obliged to make a determination under Section 6(e), and, if each party
          is so
          obliged, after consultation with the other. If more than three quotations
          are
          provided, the Market Quotation will be the arithmetic mean of the quotations,
          without regard to the quotations having the highest and lowest values.
          If
          exactly three such quotations are provided, the Market Quotation will be
          the
          quotation remaining after disregarding the highest and lowest quotations.
          For
          this purpose, if more than one quotation has the same highest value or
          lowest
          value, then one of such quotations shall be disregarded. If fewer than
          three
          quotations are provided, it will be deemed that the Market Quotation in
          respect
          of such Terminated Transaction or group of Terminated Transactions cannot
          be
          determined.
 
“Non-default
          Rate” means
          a
          rate per annum equal to the cost (without proof or evidence of any actual
          cost)
          to the Non-defaulting Party (as certified by it) if it were to fund the
          relevant
          amount.
 
“Non-defaulting
          Party” has
          the
          meaning specified in Section 6(a).
 
“Office”
          means
          a
          branch or office of a party, which may be such party’s head or home
          office.
 
“Potential
          Event of
          Default”
          means
          any
          event which, with the giving of notice or the lapse of time or both, would
          constitute an Event of Default.
 
“Reference
          Market-makers” means
          four leading dealers in the relevant market selected by the party determining
          a
          Market Quotation in good faith (a) from among dealers of the highest credit
          standing which satisfy all the criteria that such party applies generally
          at the
          time in deciding whether to offer or to make an extension of credit and
          (b) to
          the extent practicable, from among such dealers having an office in the
          same
          city.
 
“Relevant
          Jurisdiction” means,
          with respect to a party, the jurisdictions (a) in which the party is
          incorporated, organised, managed and controlled or considered to have its
          seat,
          (b) where an Office through which the party is acting for purposes of this
          Agreement is located, (c) in which the party executes this Agreement and
          (d) in
          relation to any payment, from or through which such payment is
          made.
 
“Scheduled
          Payment Date” means
          a
          date on which a payment or delivery is to be made under Section 2(a)(i)
          with
          respect to a Transaction.
 
“Set-off”
          means
          set-off, offset, combination of accounts, right of retention or withholding
          or
          similar right or requirement to which the payer of an amount under Section
          6 is
          entitled or subject (whether arising under this Agreement, another contract,
          applicable law or otherwise) that is exercised by, or imposed on, such
          payer.
 
“Settlement
          Amount” means,
          with respect to a party and any Early Termination Date, the sum
          of:—
 
(a) the
          Termination Currency Equivalent of the Market Quotations (whether positive
          or
          negative) for each Terminated Transaction or group of Terminated Transactions
          for which a Market Quotation is determined; and
 
(b) such
          party’s Loss (whether positive or negative and without reference to any Unpaid
          Amounts) for each Terminated Transaction or group of Terminated Transactions
          for
          which a Market Quotation cannot be determined or would not (in the reasonable
          belief of the party making the determination) produce a commercially reasonable
          result.
 
“Specified
          Entity” has
          the
          meanings specified in the Schedule.
 

ISDAÒ
              1992
 
16

              
            
 

“Specified
          Indebtedness” means,
          subject to the Schedule, any obligation (whether present or future, contingent
          or otherwise, as principal or surety or otherwise) in respect of borrowed
          money.
 
“Specified
          Transaction” means,
          subject to the Schedule, (a) any transaction (including an agreement with
          respect thereto) now existing or hereafter entered into between one party
          to
          this Agreement (or any Credit Support Provider of such party or any applicable
          Specified Entity of such party) and the other party to this Agreement (or
          any
          Credit Support Provider of such other party or any applicable Specified
          Entity
          of such other party) which is a rate swap transaction, basis swap, forward
          rate
          transaction, commodity swap, commodity option, equity or equity index swap,
          equity or equity index option, bond option, interest rate option, foreign
          exchange transaction, cap transaction, floor transaction, collar transaction,
          currency swap transaction, cross-currency rate swap transaction, currency
          option
          or any other similar transaction (including any option with respect to
          any of
          these transactions), (b) any combination of these transactions and (c)
          any other
          transaction identified as a Specified Transaction in this Agreement or
          the
          relevant confirmation.
 
“Stamp
          Tax” means
          any
          stamp, registration, documentation or similar tax.
 
“Tax”
          means
          any
          present or future tax, levy, impost, duty, charge, assessment or fee of
          any
          nature (including interest, penalties and additions thereto) that is imposed
          by
          any government or other taxing authority in respect of any payment under
          this
          Agreement other than a stamp, registration, documentation or similar
          tax.
 
“Tax
          Event” has
          the
          meaning specified in Section 5(b).
 
“Tax
          Event Upon Merger” has
          the
          meaning specified in Section 5(b).
 
“Terminated
          Transactions” means
          with respect to any Early Termination Date (a) if resulting from a Termination
          Event, all Affected Transactions and (b) if resulting from an Event of
          Default,
          all Transactions (in either case) in effect immediately before the effectiveness
          of the notice designating that Early Termination Date (or, if “Automatic Early
          Termination” applies, immediately before that Early Termination
          Date).
 
“Termination
          Currency” has
          the
          meaning specified in the Schedule.
 
“Termination
          Currency Equivalent” means,
          in
          respect of any amount denominated in the Termination Currency, such Termination
          Currency amount and, in respect of any amount denominated in a currency
          other
          than the Termination Currency (the “Other Currency”), the amount in the
          Termination Currency determined by the party making the relevant determination
          as being required to purchase such amount of such Other Currency as at
          the
          relevant Early Termination Date, or, if the relevant Market Quotation or
          Loss
          (as the case may be), is determined as of a later date, that later date,
          with
          the Termination Currency at the rate equal to the spot exchange rate of
          the
          foreign exchange agent (selected as provided below) for the purchase of
          such
          Other Currency with the Termination Currency at or about 11:00 a.m. (in
          the city
          in which such foreign exchange agent is located) on such date as would
          be
          customary for the determination of such a rate for the purchase of such
          Other
          Currency for value on the relevant Early Termination Date or that later
          date.
          The foreign exchange agent will, if only one party is obliged to make a
          determination under Section 6(e), be selected in good faith by that party
          and
          otherwise will be agreed by the parties.
 
“Termination
          Event” means
          an
          Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to
          be
          applicable, a Credit Event Upon Merger or an Additional Termination
          Event.
 
“Termination
          Rate” means
          a
          rate per annum equal to the arithmetic mean of the cost (without proof
          or
          evidence of any actual cost) to each party (as certified by such party)
          if it
          were to fund or of funding such amounts.
 
“Unpaid
          Amounts” owing
          to
          any party means, with respect to an Early Termination Date, the aggregate
          of
          (a) in respect of all Terminated Transactions, the amounts that became
          payable (or that would have become payable but for Section 2(a)(iii)) to
          such party under Section 2(a)(i) on or prior to such Early Termination
          Date
          and which remain unpaid as at such Early Termination Date and (b) in
          respect of each Terminated Transaction, for each obligation under
          Section 2(a)(i) which was (or would have been but for
          Section 2(a)(iii)) required to be settled by delivery to such party on
          or prior to such Early Termination Date and which has not been so settled
          as at such Early Termination Date, an amount equal to the fair market
 

ISDAÒ
              1992
 
17

              
            
 

value of that which
          was (or would have been) required to be delivered as of the originally
          scheduled
          date for delivery, in each case together with (to the extent permitted
          under applicable law) interest, in the currency of such amounts, from (and
          including) the date such amounts or obligations were or would have been
          required
          to have been paid or performed to (but excluding) such Early Termination
          Date, at the Applicable Rate. Such amounts of interest will be calculated
          on the
          basis of daily compounding and the actual number of days elapsed.  The
          fair market value of any obligation referred to in clause (b) above shall
          be
          reasonably determined by the party obliged to make the determination under
          Section 6(e) or, if each party is so obliged, it shall be the average of
          the Termination Currency Equivalents of the fair market values reasonably
          determined by both parties.
 
IN
          WITNESS WHEREOF the parties have executed this document on the respective
          dates
          specified below with effect from the date specified on the first page of
          this document.
 


          

              
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                    ▇▇▇▇▇▇▇ CAPITAL SERVICES INC.

                 
              

                 
                 
              

                 
                 
              

                 
                 
              

                By:

                 
                 
              

                 
                Name:
Title:

                 
                 
              

        


 
 

              
            
 


          

              
                 
                WILMINGTON
                    TRUST COMPANY
in
                    its capacity as Subordination Agent on behalf of the Trustee
                    under the
                    Continental Airlines Pass Through Trust 2006-1G

              

                 
                 
              

                 
                 
              

                 
                 
              

                 
                By:

                 
              

                 
                 
                Name:
Title:

                 
              

        

 
ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of June 9, 2006 between

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By:
	Name: Title:
	WILMINGTON TRUST COMPANY in its capacity as Subordination Agent on behalf of the Trustee under the Continental Airlines Pass Through Trust 2006-1G



	By:
		Name: Title: