DEPOSIT AGREEMENT (Class A) Dated as of July 1, 2009 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and THE BANK OF NEW YORK MELLON as Depositary
(Class
A)
Dated as
of July 1, 2009
between
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as Escrow
Agent
and
THE BANK
OF NEW YORK MELLON
as
Depositary
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▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ (▇▇▇▇▇ ▇) dated as of July 1, 2009 (as amended, modified or
supplemented from time to time, this “Agreement”) between
▇▇▇▇▇ 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 THE BANK OF NEW YORK MELLON, 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 July 1, 2009
(the “Trust
Supplement”) 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 2009-1A-O
pursuant to which the Continental Airlines Pass Through Trust, Series 2009-1A-O
Certificates referred to therein (the “Certificates”) are
being issued (the date of such issuance, the “Issuance
Date”);
WHEREAS,
Continental and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, ▇▇▇▇▇▇▇, Sachs & Co.
and Calyon Securities (USA) Inc. (collectively, the “Underwriters” and,
together with their respective transferees and assigns as registered owners of
the Certificates, the “Investors”) have
entered into an Underwriting Agreement dated as of June 16, 2009 pursuant to
which the Pass Through Trustee will issue and sell the Certificates to the
Underwriters;
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 certain aircraft currently owned by Continental
and certain other aircraft to be acquired by Continental, as owner, utilizing a
portion of the proceeds from the sale of the Certificates (the “Net
Proceeds”);
WHEREAS,
the Escrow Agent, the Underwriters, 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 Underwriters and the Pass Through Trustee intend that the Net Proceeds 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 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 Underwriters to deposit with the Depositary on the
date of this Agreement (the “Deposit Date”) in
Federal (same day) funds by wire transfer to: The Bank of New York
Mellon, ABA No. ▇▇▇▇▇▇▇▇▇, Account Name: Corporate Trust Agency, Account
Number: GLA / 111-565, For Further Credit: A/C No. 227572, Reference:
Continental 2009-1, and the Depositary shall accept from the Underwriters, on
behalf of the Escrow Agent, the sum of US$389,687,000. Upon
acceptance of such sum, the Depositary shall (i) establish each of the deposits
specified in Schedule I hereto maturing on January 29, 2010 (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.
SECTION 2.2 Interest. Each
Deposit shall bear interest from and including the date of deposit to but
excluding the date of withdrawal at the rate of 9.000% per annum (computed on
the basis of a year of twelve 30-day months) payable to the Paying Agent on
behalf of the Escrow Agent semi-annually in arrears on each January 8 and July
8, commencing on January 8, 2010 (each, an “Interest Payment
Date”), and on the date of the Final Withdrawal (as defined below), or
the date of the Replacement Withdrawal (as defined below), as applicable, 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 establishment of any Deposit, the Escrow
Agent may, by providing at least one Business Day's prior notice of withdrawal
to the Depositary in the form of Exhibit A hereto (a “Notice of Purchase
Withdrawal”), withdraw not less than the entire balance of such Deposit,
except that at any time prior to the actual withdrawal of such Deposit, the
Escrow Agent or the Pass Through Trustee may, by notice to the Depositary, which
notice has been actually received by the Depositary prior to such actual
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 in the related Account shall be zero and the Depositary shall close
such Account. As used in this Agreement, “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) (i)
The Escrow Agent may, by providing at least 15 days' prior notice of withdrawal
to the Depositary in the form of Exhibit B hereto (a “Notice of Final
Withdrawal”), withdraw the entire amount of all of the remaining Deposits
together with the payment by the Depositary of all accrued and unpaid interest
on such Deposits to but excluding the specified date of withdrawal (a “Final Withdrawal”),
on such date as shall be specified in such Notice of Final
Withdrawal. If a Notice of Final Withdrawal has not been given to the
Depositary on or before January 8, 2010 and there are unwithdrawn Deposits on
such date, the Depositary shall pay the amount of the Final Withdrawal to the
Paying Agent on January 29, 2010.
(ii) The
Escrow Agent may, by providing at least five Business Days' prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice of Replacement
Withdrawal”), withdraw the entire amount of all Deposits then held by the
Depositary together with all accrued and unpaid interest on such Deposits
(including Deposits previously withdrawn pursuant to a Notice of Purchase
Withdrawal) to but excluding the specified date of withdrawal (a “Replacement
Withdrawal”), on such date as shall be specified in such Notice of
Replacement Withdrawal.
(c) If
the Depositary receives a duly completed Notice of Purchase Withdrawal, Notice
of Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal Notice”)
complying with the provisions of this Agreement, it shall make the payments
specified therein in accordance with the provisions of this
Agreement. Notwithstanding anything to the contrary contained in this
Agreement, in no event shall the Depositary be required, pursuant to any
Withdrawal Notice or otherwise, to make payments hereunder on or in respect of
any Deposit in excess of the amount of such Deposit together with accrued
interest thereon as provided in this Agreement.
SECTION 2.4 Other
Accounts. On
the date of withdrawal of any Deposit (other than the date of the Final
Withdrawal or Replacement Withdrawal), the Escrow Agent, or the Pass Through
Trustee on behalf of the Escrow Agent, shall re-deposit with the Depositary any
portion thereof not used to acquire Equipment Notes and the Depositary shall
accept the same for
deposit
hereunder. Any sums so received for deposit shall be established as a
new Deposit and credited to a new Account, all as more fully provided in Section
2.1 hereof, and thereafter the provisions of this Agreement shall apply thereto
as fully and with the same force and effect as if such Deposit had been
established on the Deposit Date except that (i) such Deposit may not be
withdrawn prior to the date seven days after the establishment thereof and (ii)
such Deposit shall mature on January 29, 2010 and bear interest as provided in
Section 2.2. The Depositary shall promptly give notice to the Escrow
Agent of receipt of each such re-deposit and the account number assigned
thereto.
SECTION 3. Termination. This
Agreement shall terminate on the fifth Business Day after the later of the date
on which (i) all of the Deposits shall have been withdrawn and paid as provided
herein without any re-deposit and (ii) all accrued and unpaid interest on the
Deposits shall have been paid as provided herein, but in no event prior to the
date on which the Depositary shall have performed in full its obligations
hereunder.
SECTION 4. Payments. All
payments made by the Depositary hereunder shall be paid in United States Dollars
and immediately available funds by wire transfer (i) in the case of accrued
interest on the Deposits payable under Section 2.2 hereof or any Final
Withdrawal, directly to the Paying Agent at Wilmington Trust Company,
Wilmington, DE, ABA# ▇▇▇▇▇▇▇▇▇, Account No. 093733-000.1, Attention: ▇▇▇▇ ▇▇▇,
Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇), Reference: CAL 2009-1, or to such
other account as the Paying Agent may direct from time to time in writing to the
Depositary and the Escrow Agent and (ii) in the case of any withdrawal of one or
more Deposits pursuant to a Notice of Purchase Withdrawal or Notice of
Replacement Withdrawal, directly to or as directed by the Pass Through Trustee
as specified and in the manner provided in such Notice of Purchase Withdrawal or
Notice of Replacement Withdrawal. The Depositary hereby waives any
and all rights of set-off, combination of accounts, right of retention or
similar right (whether arising under applicable law, contract or otherwise) it
may have against the Deposits howsoever arising. To the extent
permitted by applicable law, all payments on or in respect of each Deposit shall
be made free and clear of and without reduction for or on account of any and all
taxes, levies or other impositions or charges (collectively, “Taxes”). However,
if the Depositary (or if the Paying Agent shall have notified the Depositary
that the Paying Agent (pursuant to Section 2.04 of the Escrow and Paying Agent
Agreement)) shall be required by law to deduct or withhold any Taxes from or in
respect of any sum payable hereunder, the Depositary shall (i) make, or cause to
be made, such deductions or withholding and (ii) pay, or cause to be paid, the
full amount deducted or withheld in accordance with applicable
law. If the date on which any payment due on any Deposit would
otherwise fall on a day which is not a Business Day, such payment shall be made
on the next succeeding Business Day, and no additional interest shall accrue in
respect of such extension.
SECTION 5. Representation and
Warranties. The
Depositary hereby represents and warrants to Continental, the Escrow Agent, the
Pass Through Trustee and the Paying Agent that:
(a) it
is a New York banking corporation duly organized and validly existing in good
standing under the laws of its jurisdiction of organization;
(b) it
has full power, authority and legal right to conduct its business and operations
as currently conducted and to enter into and perform its obligations under this
Agreement;
(c) the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of it and do not require any
stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and this Agreement has been duly executed and
delivered by it and constitutes its legal, valid and binding obligations
enforceable against it in accordance with the terms hereof;
(d) no
authorization, consent or approval of or other action by, and no notice to or
filing with, any United States federal or state governmental authority or
regulatory body is required for the execution, delivery or performance by it of
this Agreement;
(e) neither
the execution, delivery or performance by it of this Agreement, nor compliance
with the terms and provisions hereof, conflicts or will conflict with or results
or will result in a breach or violation of any of the terms, conditions or
provisions of, or will require any consent or approval under, any law,
governmental rule or regulation or the charter documents, as amended, or bylaws,
as amended, of it or any similar instrument binding on it or any order, writ,
injunction or decree of any court or governmental authority against it or by
which it or any of its properties is bound or of any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which it
or any of its properties is bound, or constitutes or will constitute a default
thereunder or results or will result in the imposition of any lien upon any of
its properties; and
(f) there
are no pending or, to its knowledge, threatened actions, suits, investigations
or proceedings (whether or not purportedly on behalf of it) against or affecting
it or any of its property before or by any court or administrative agency
(except, in the case of the immediately following clause (i), as set forth in
Part II, Item 1 – Legal Proceedings of the Form 10-Q of The Bank of New York
Mellon Corporation for the quarterly period ended March 31, 2009 filed with the
Securities and Exchange Commission) which, if adversely determined, (i) would
adversely affect the ability of it to perform its obligations under this
Agreement or (ii) would call into question or challenge the validity of this
Agreement or the enforceability hereof in accordance with the terms hereof, nor
is the Depositary in default with respect to any order of any court,
governmental authority, arbitration board or administrative agency so as to
adversely affect its ability to perform its obligations under this
Agreement.
SECTION 6. Transfer. Neither
party hereto shall be entitled to assign or otherwise transfer this Agreement
(or any interest herein) other than (in the case of the Escrow Agent) to a
successor escrow agent under the Escrow and Paying Agent Agreement and other
than (in the case of the Depositary) to any corporation into which the
Depositary shall merge or with which it shall be consolidated, and any purported
assignment in violation thereof shall be void. This Agreement shall
be binding upon the parties hereto and their respective successors
and (in
the case of the Escrow Agent) permitted assigns. Upon the occurrence
of the Transfer (as defined below) contemplated by the Assignment and Assumption
Agreement (as defined below), the Pass Through Trustee shall (without further
act) be deemed to have transferred all of its right, title and interest in and
to this Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the “Pass
Through Trustee” hereunder with the rights of the “Pass Through Trustee”
hereunder, and each reference herein to “Continental Airlines Pass Through Trust
2009-1A-O” shall be deemed to be a reference to “Continental Airlines Pass
Through Trust 2009-1A-S”. The Escrow Agent and the Depositary hereby
acknowledge and consent to the Transfer contemplated by the Assignment and
Assumption Agreement. For the purposes of this Section 6, “Transfer” means the
transfer contemplated by the Assignment and Assumption Agreement; “Assignment and Assumption
Agreement” means the Assignment and Assumption Agreement to be entered
into between the Pass Through Trustee and the trustee of the Successor Trust,
substantially in the form of Exhibit C to the Trust Supplement; and “Successor Trust”
means the Continental Airlines Pass Through Trust 2009-1A-S.
SECTION 7. Amendment,
Etc. This
Agreement may not be amended, waived or otherwise modified except by an
instrument in writing signed by the party against whom the amendment, waiver or
other modification is sought to be enforced and by the Pass Through
Trustee.
SECTION 8. Notices. Unless
otherwise expressly provided herein, any notice or other communication under
this Agreement shall be in writing (including by facsimile) and shall be deemed
to be given and effective upon receipt thereof. All notices shall be
sent to (x) in the case of the Depositary, The Bank of New York Mellon, ▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Corporate
Finance, ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President, Reference: Continental Airlines Pass
Through Trust 2009-1A-S, (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) at the
foregoing address or (y) in the case of the Escrow Agent, ▇▇▇▇▇ Fargo Bank
Northwest, National Association, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate Trust Services (Telecopier: (▇▇▇)
▇▇▇-▇▇▇▇), in each case, with a copy to the Pass Through Trustee, Wilmington
Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: Corporate Capital Market Services (Telecopier: (▇▇▇)
▇▇▇-▇▇▇▇ and to Continental, Continental Airlines, Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇. ▇▇▇-▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer (Telecopier: (▇▇▇)
▇▇▇-▇▇▇▇) (or at such other address as any such party may specify from time to
time in a written notice to the parties hereto). On or prior to the
execution of this Agreement, the Escrow Agent has delivered to the Depositary a
certificate containing specimen signatures of the representatives of the Escrow
Agent who are authorized to give notices and instructions with respect to this
Agreement. The Depositary may conclusively rely on such certificate
until the Depositary receives written notice from the Escrow Agent to the
contrary.
The Depositary shall have the right,
but shall not be required, to rely upon and comply with instructions and
directions sent by e-mail by persons believed by the Depositary to be authorized
to give instructions and directions on behalf of the Escrow
Agent. The Depositary shall have no duty or obligation to verify or
confirm that the person who sent such instructions or directions is, in fact, a
person authorized to give instructions or directions on behalf of
the
Escrow
Agent; and the Depositary shall have no liability for any losses, liabilities,
costs or expenses incurred or sustained by the Escrow Agent as a result of such
reliance upon or compliance with such instructions or directions. The
Escrow Agent agrees to assume all risks arising out of the use of e-mail to
submit instructions and directions to the Depositary, including without
limitation the risk of the Depositary acting on unauthorized instructions, and
the risk of interception and misuse by third parties.
SECTION 9. Obligations
Unconditional. The
Depositary hereby acknowledges and agrees that its obligation to repay each
Deposit together with interest thereon as provided herein is absolute,
irrevocable and unconditional and constitutes a full recourse obligation of the
Depositary enforceable against it to the full extent of all of its assets and
properties.
SECTION 10. Entire
Agreement. This
Agreement (including all attachments hereto) sets forth all of the promises,
covenants, agreements, conditions and understandings between the Depositary and
the Escrow Agent with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements and undertakings, inducements or
conditions, express or implied, oral or written.
SECTION 11. Governing
Law. This
Agreement, and the rights and obligations of the Depositary and the Escrow Agent
with respect to the Deposits, shall be governed by, and construed in accordance
with, the laws of the State of New York and subject to the provisions of
Regulation D of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from time
to time.
SECTION 12. Submission to Non-Exclusive
Jurisdiction in New York. Each of the parties hereto, to the
extent it may do so under applicable law, hereby (a) irrevocably submits itself
to the non-exclusive jurisdiction of the courts of the State of New York sitting
in the City of New York and to the non-exclusive jurisdiction of the United
States District Court for the Southern District of New York, for the purposes of
any suit, action or other proceeding arising out of this Agreement, the subject
matter hereof or any of the transactions contemplated hereby brought by any
party or parties hereto, or their successors or permitted assigns and (b)
waives, and agrees not to assert, by way of motion, as a defense, or otherwise,
in any such suit, action or proceeding, that the suit, action or proceeding is
brought in an inconvenient forum, that the venue of the suit, action or
proceeding is improper or that this Agreement or the subject matter hereof or
any of the transactions contemplated hereby may not be enforced in or by such
courts.
SECTION 13. Waiver of Jury Trial
Right. EACH
OF THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY
SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH
PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
SECTION 14. Counterparts. This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one instrument.
SECTION 15. Rights of
Receiptholders. The
Depositary acknowledges that, if the Depositary shall fail to pay when due
hereunder any interest on the Deposits or the Final
Withdrawal,
the “Receiptholders” (as defined in the Escrow and Paying Agent Agreement) shall
have the right to claim directly against the Depositary and that any such claim
shall not be subject to defenses that the Depositary may have against the Escrow
Agent.
SECTION 16. Limitation on
Damages. In no event shall the Depositary be responsible or
liable for special, indirect, punitive, or consequential loss or damage of any
kind whatsoever (including, but not limited to, loss of profit, whether or not
foreseeable) suffered by Escrow Agent or any of the Receiptholders (as defined
in the Escrow and Paying Agent Agreement) in connection with this Agreement or
the transaction contemplated or any relationships established by this Agreement
irrespective of whether the Depositary has been advised of the likelihood of
such loss or damage and regardless of the form of action.
IN
WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit
Agreement to be duly executed as of the day and year first above
written.
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▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as
Escrow Agent
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By:
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Name:
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Title:
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THE
BANK OF NEW YORK MELLON,
as
Depositary
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By:
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Name:
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Title:
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Schedule
I
Schedule of
Deposits
Class
A
|
Aircraft Type
|
Deposit Amount
|
Account No.
|
|
Boeing
777-224ER
|
$41,734,000
|
227574
|
|
Boeing
777-224ER
|
$41,366,000
|
227576
|
|
Boeing
777-224ER
|
$43,478,000
|
227578
|
|
Boeing
757-224
|
$13,992,000
|
227580
|
|
Boeing
757-224
|
$13,262,000
|
227582
|
|
Boeing
737-924ER
|
$28,258,000
|
227584
|
|
Boeing
737-924ER
|
$28,258,000
|
227587
|
|
Boeing
737-924ER
|
$28,258,000
|
227589
|
|
Boeing
737-924ER
|
$28,258,000
|
227591
|
|
Boeing
737-924ER
|
$28,258,000
|
227593
|
|
Boeing
737-824
|
$14,834,000
|
227599
|
|
Boeing
737-824
|
$15,510,000
|
227603
|
|
Boeing
737-824
|
$15,510,000
|
227609
|
|
Boeing
737-724
|
$12,225,000
|
227612
|
|
Boeing
737-724
|
$11,913,000
|
227614
|
|
Boeing
737-724
|
$12,181,000
|
227616
|
|
Boeing
737-724
|
$12,392,000
|
227618
|
EXHIBIT
A
NOTICE OF
PURCHASE WITHDRAWAL
The Bank
of New York Mellon
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Attention: Corporate
Finance, ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Reference:
Continental Airlines 2009-1
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
Reference
is made to the Deposit Agreement (Class A) dated as of _________________, 2009
(the “Deposit
Agreement”) between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as
Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).
In
accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[_______], Account
No. ____________.
The
undersigned hereby directs the Depositary to pay the entire amount of the
Deposit to ________________, Account No. _____, Reference: _________]
on _________ __, 200__, upon the telephonic request of a representative of the
Pass Through Trustee.
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FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as
Escrow Agent
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By:
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Name:
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Title:
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Dated:
_______ __, 200_
EXHIBIT
B
NOTICE OF
FINAL WITHDRAWAL
The Bank
of New York Mellon
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▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate
Finance, ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Reference:
Continental Airlines 2009-1
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
Reference
is made to the Deposit Agreement (Class A) dated as of _______________, 2009
(the “Deposit
Agreement”) between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as
Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).
In
accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all
Deposits.
The
undersigned hereby directs the Depositary to pay the entire amount of the
Deposits and accrued interest thereon to the Paying Agent at Wilmington Trust
Company, ABA# ▇▇▇▇▇▇▇▇▇, Account No. _____________, Reference: Continental
2009-1A.
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FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as
Escrow Agent
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By:
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Name:
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Title:
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Dated:
_________, 200_
EXHIBIT
C
NOTICE OF
REPLACEMENT WITHDRAWAL
The Bank
of New York Mellon
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇
▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: Corporate
Finance, ▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
Reference: Continental
Airlines 2009-1
Telecopier:
(▇▇▇) ▇▇▇-▇▇▇▇
Gentlemen:
Reference
is made to the Deposit Agreement (Class A) dated as of _____________, 2009 (the
“Deposit
Agreement”) between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as
Escrow Agent, and The Bank of New York Mellon, as Depositary (the “Depositary”).
In
accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all
Deposits.
The
undersigned hereby directs the Depositary to pay the entire amount of the
Deposits and accrued interest thereon to [_____________________], Reference:
Continental 2009-1A.
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FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as
Escrow Agent
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By:
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Name:
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Title:
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Dated:
_________, 200_