June 9, 2006 WILMINGTON TRUST COMPANY in its capacity as Subordination Agent on behalf of the Trustee under the Pass Through Trust Agreement Rodney Square North Wilmington, Delaware 19890-0001 Attention: Corporate Trust Administration
June
9,
2006
WILMINGTON
TRUST COMPANY
in
its
capacity as Subordination Agent
on
behalf
of the Trustee under the
Pass
Through Trust Agreement
Xxxxxx
Square North
0000
Xxxxx Xxxxxx Xxxxxx
Wilmington,
Delaware 19890-0001
Attention:
Corporate Trust Administration
Ladies
and Gentlemen:
In
consideration of that certain ISDA Master Agreement dated as of June 9, 2006
between Xxxxxx Xxxxxxx Capital Services Inc., a Delaware corporation
(hereinafter "MSCS"), and Wilmington Trust Company, a Delaware banking
corporation, in its capacity as Subordination Agent on behalf of the Trustee
under the Continental Airlines Pass Through Trust 2006-1G (hereinafter
"Counterparty") (such ISDA Master Agreement, together with the Schedule thereto
and the Confirmation exchanged between the parties pursuant thereto, hereinafter
the "Agreement"), Xxxxxx Xxxxxxx, a Delaware corporation (hereinafter "MS"),
hereby irrevocably and unconditionally guarantees to Counterparty, with effect
from the date of the Agreement, the due and punctual payment of all amounts
payable by MSCS under the Agreement when the same shall become due and payable,
whether on Scheduled Payment Dates, upon demand, upon declaration of termination
or otherwise, in accordance with the terms of the Agreement and giving effect
to
any applicable grace period under the Agreement. Upon failure of MSCS punctually
to pay any such amounts, MS agrees to pay or cause to be paid such amounts.
The
Counterparty agrees to demand payments from MS in writing at its address set
forth in the signature block of this Guarantee (or to such other address as
MS
may specify in writing), provided that delay by Counterparty in giving such
demand shall in no event affect MS's obligations under this
Guarantee.
MS
hereby
agrees that its obligations hereunder shall be absolute and unconditional and
will not be discharged except by complete payment of the amounts payable under
the Agreement, irrespective of any claim as to the Agreement's validity,
regularity or enforceability or the lack of authority of MSCS to execute or
deliver the Agreement; any insolvency, bankruptcy, reorganization or dissolution
or any proceeding of MSCS, including without limitation rejection of MSCS’s
payment obligations under the Agreement in such bankruptcy; any waiver of or
consent to any departure from or failure to enforce any other guarantee for
any
or all of MSCS’s payment obligations under the Agreement; or any change in or
amendment to the Agreement; or any waiver or consent by Counterparty with
respect to any provisions thereof; or the absence of any action to enforce
the
Agreement or the recovery of any judgment against MSCS or of any action to
enforce a judgment against MSCS under the Agreement; or any similar circumstance
which might otherwise constitute a legal or equitable discharge or defense
of a
guarantor generally. MS hereby waives diligence, presentment, demand on MSCS
for
payment or otherwise, filing of claims, requirement of a prior proceeding
against MSCS and protest or notice. If at any time payment under the Agreement
is rescinded or must be otherwise restored or returned by Counterparty upon
the
insolvency, bankruptcy or reorganization of MSCS or MS or otherwise, MS's
obligations hereunder with respect to such payment shall be reinstated upon
such
restoration or return being made by Counterparty as though such payment had
not
been made.
MS
represents to Counterparty as of the date hereof, which representations will
be
deemed to be repeated by MS on each date on which a Transaction is entered
into,
that:
(1) it
is
duly organized and validly existing under the laws of the jurisdiction of its
incorporation and has full power and legal right to execute and deliver this
Guarantee and to perform the provisions of this Guarantee on its part to be
performed;
(2) its
execution, delivery and performance of this Guarantee have been and remain
duly
authorized by all necessary corporate action and do not contravene any provision
of its certificate of incorporation or by-laws or any law, regulation or
contractual restriction binding on it or its assets;
(3) all
consents, authorizations, approvals and clearances (including, without
limitation, any necessary exchange control approval) and notifications, reports
and registrations requisite for its due execution, delivery and performance
of
this Guarantee have been obtained from or, as the case may be, filed with the
relevant governmental authorities having jurisdiction and remain in full force
and effect and all conditions thereof have been duly complied with and no other
action by, and no notice to or filing with, any governmental authority having
jurisdiction is required for such execution, delivery or performance; and
(4) this
Guarantee is its legal, valid and binding obligation enforceable against it
in
accordance with its terms except as enforcement hereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws applicable to
MS
affecting the enforcement of creditors' rights or by general equity
principles.
This
Guarantee may not be amended, modified, or waived except in writing executed
by
each of MS and the Counterparty.
MS
agrees
that its obligations hereunder shall not be subject to termination, offset
or
counterclaim (all of which are expressly waived by MS).
This
Guarantee is a guarantee of payment and not of collection. This Guarantee shall
continue to be effective if MS merges or consolidates with or into another
entity, loses its separate legal identity or ceases to exist. The rights and
obligations of MS under this Guarantee shall inure to the benefit of, and be
binding upon, its successors and permitted assigns. However, MS xxxxxx agrees
that, other than as a result of a merger or the sale of substantially all of
the
assets of MS in which the surviving entity assumes the obligations of MS, it
shall not assign this Guarantee and all obligations arising from this Guarantee
without prior written consent of Counterparty, such consent not to be
unreasonably withheld.
By
accepting this Guarantee and entering into the Agreement, Counterparty agrees
that MS shall be subrogated to all rights of Counterparty against MSCS in
respect of any amounts paid by MS pursuant to this Guarantee, provided that
MS
shall be entitled to enforce or to receive any payment arising out of or based
upon such right of subrogation only to the extent that it has paid all amounts
payable by MSCS under the Agreement; and provided further that nothing in this
paragraph shall affect the payment obligations of MS under this
Guarantee.
This
Guarantee shall be governed by and construed in accordance with the laws of
the
State of New York. All capitalized terms not otherwise defined herein shall
have
the respective meanings assigned to them in the Agreement.
2
XXXXXX
XXXXXXX
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By:
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Name:
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Title:
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Address:
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0000
Xxxxxxxx
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New
York, NY 10036
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Attention:
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Treasurer
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Fax
No.:
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000-000-0000
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Phone:
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(000)
000-0000
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