EXHIBIT 4.4 - DEPOSIT AGREEMENT

EXECUTION VERSION

DEPOSIT AGREEMENT

Dated as of September 22, 2005

between

WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION

as Escrow Agent

and

CITIBANK, N.A.

as Depositary

TABLE OF CONTENTS

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DEPOSIT AGREEMENT dated as of September 22, 2005 (as amended, modified or supplemented from time to time, this "Agreement") between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in such capacity, together with its successors in such capacity, the "Escrow Agent"), and CITIBANK, N.A., a national banking association, as depositary bank (the "Depositary").

W I T N E S S E T H

WHEREAS, Continental Airlines, Inc. ("Continental") and Wilmington Trust Company, not in its individual capacity except as otherwise expressly provided therein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") have entered into a Trust Supplement, dated as of September 22, 2005, to the Pass Through Trust Agreement dated as of September 25, 1997 (together, as amended, modified or supplemented from time to time in accordance with the terms thereof, the "Pass Through Trust Agreement") relating to Continental Airlines Pass Through Trust 2005-ERJ1 pursuant to which the Continental Airlines Pass Through Trust, Series 2005-ERJ1 Certificates referred to therein (the "Certificates") are being issued (the date of such issuance, the "Issuance Date");

WHEREAS, Continental, Embraer-Empresa Brasileira de Aeronáutica S.A., Citigroup Global Markets Inc. (the "Underwriter" and, together with its transferees and assigns as registered owners of the Certificates, the "Investors") and the Depositary have entered into an Underwriting Agreement dated as of September 14, 2005, pursuant to which the Pass Through Trustee will issue and sell the Certificates to the Underwriter;

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

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

WHEREAS, the Underwriter and the Pass Through Trustee intend that the Net Proceeds (excluding any amount used to purchase Equipment Notes on the Issuance Date) be held in escrow by the Escrow Agent on behalf of the Investors pursuant to the Escrow and Paying Agent Agreement, subject to withdrawal upon request of and proper certification by the Pass Through Trustee for the purpose of purchasing Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited by the Escrow Agent with the Depositary pursuant to

this Agreement, which provides for the Depositary to pay interest for distribution to the Investors and to establish accounts from which the Escrow Agent shall make withdrawals upon request of and proper certification by the Pass Through Trustee.

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

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

SECTION 1.2  Establishment of Accounts. The Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to establish the separate deposit accounts listed on Schedule I hereto and to establish such additional separate deposit accounts as may be required, solely upon the written instruction of an Authorized Person (as defined in Section 8 hereof) of the Escrow Agent, in connection with the deposits contemplated by Section 2.4 hereof (each, an "Account" and collectively, the "Accounts"), each in the name of the Escrow Agent and all on the terms and conditions set forth in this Agreement.

SECTION 2.1 Deposits. The Escrow Agent shall direct the Underwriter to deposit with the Depositary on the date of this Agreement (the "Deposit Date") in Federal (same day) funds by wire transfer to: Citibank, N.A., ABA No. 021000089, Account No. 36855852, further credit to Account No. 795733, and the Depositary shall accept from the Underwriter, on behalf of the Escrow Agent, the sum of US$311,010,000 (or such lesser amount equal to the Net Proceeds less amounts, if any, used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such sum, the Depositary shall (i) accept each of the deposits specified in Schedule I hereto maturing on September 28, 2006 (including any deposit made pursuant to Section 2.4 hereof, individually, a "Deposit" and, collectively, the "Deposits") and (ii) credit each Deposit to the related Account as set forth therein. No amount shall be deposited in any Account other than the related Deposit. The Depositary shall have no duty to solicit the delivery of any Deposit.

SECTION 2.2  Interest. The Depository shall pay interest on each Deposit from and including the date of deposit to but excluding the date of withdrawal at the rate of 9.798% per annum (computed on the basis of a year of twelve 30 day months) payable to the Paying Agent, in accordance with the instructions set forth in Section 4 hereof, on behalf of the Escrow Agent monthly in arrears on the 1st day of each month, commencing on October 1, 2005 (each, an "Interest Payment Date"), and on the date of the Final Withdrawal (as defined below), all in accordance with the terms of this Agreement (whether or not any such Deposit is withdrawn on an Interest Payment Date). Interest accrued on any Deposit that is withdrawn pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid on the next Interest Payment Date, notwithstanding any intervening Final Withdrawal (as defined below).

SECTION 2.3  Withdrawals. (a) On and after the date seven days after the receipt and acceptance of any Deposit, the Escrow Agent may, by providing at least one Business Day's prior notice of withdrawal to the Depositary (with a copy to the Pass Through Trustee) in the form of Exhibit A hereto (a "Notice of Purchase Withdrawal"), signed by an Authorized Person of the Escrow Agent, withdraw not less than the entire balance of such Deposit on a Business Day, except that at any time prior to the actual withdrawal of such Deposit, the Escrow Agent or the Pass Through Trustee may, by written notice, signed by an Authorized Person of the Escrow Agent or the Pass Through Trustee, to the Depositary (provided such notice is received by the Depositary prior to the distribution of such withdrawal), cancel such withdrawal (including on the scheduled date therefor), and thereafter such Deposit shall continue to be maintained by the Depositary in accordance with the original terms thereof. Following such withdrawal the balance of such Deposit in the related Account shall be zero and, upon payment of interest accrued on such Deposit, the Depositary shall close such Account. As used herein, "Business Day" means any day, other than a Saturday, Sunday or other day on which commercial banks are authorized or required by law to close in New York, New York, Houston, Texas or Wilmington, Delaware. The Depositary may waive the foregoing requirement that any Deposit can only be withdrawn on or after seven days after the establishment thereof, and may instead reserve the right, upon at least 14 days' prior written notice to Continental, the Escrow Agent and the Pass Through Trustee, to require seven days' notice for any withdrawal.

(b)