ISDA® International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of June 9, 2006 betweenMaster Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled
Morgan Stanley 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
TRUST SUPPLEMENT No. 2006-1G Dated as of June 9, 2006 between WILMINGTON TRUST COMPANY as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of September 25, 1997 Continental Airlines Pass Through Trust 2006-1G LIBOR +...Trust Supplement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This Trust Supplement No. 2006-1G, dated as of June 9, 2006 (herein called the “Trust Supplement”), between Continental Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company (the “Trustee”), to the Pass Through Trust Agreement, dated as of September 25, 1997, between the Company and the Trustee (the “Basic Agreement”).
NOTE PURCHASE AGREEMENT Dated as of June 9, 2006 Among CONTINENTAL AIRLINES, INC., Owner, and WILMINGTON TRUST COMPANY, Not in its individual capacity except as expressly provided herein, but solely as Mortgagee, Subordination Agent under the...Note Purchase Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled
NOTE PURCHASE AGREEMENT, dated as of June 9, 2006 (this “Agreement”), among (a) CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Pass Through Trust Agreements (each, a “Pass Through Trustee”) and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
REVOLVING CREDIT AGREEMENT (2006-1G) dated as of June 9, 2006 between WILMINGTON TRUST COMPANY, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust 2006-1G, as Borrower and MORGAN STANLEY BANK, as Primary...Revolving Credit Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent, as agent and trustee for the Class G Trust, as Borrower
TRUST INDENTURE AND MORTGAGE Dated as of June 9, 2006 Between CONTINENTAL AIRLINES, INC., Owner and WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee, MortgageeTrust Indenture and Mortgage • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE, dated as of June 9, 2006 (“Trust Indenture”), between CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).
COLLATERAL MAINTENANCE AGREEMENT AMONG CONTINENTAL AIRLINES, INC., FINANCIAL GUARANTY INSURANCE COMPANY, as Policy Provider, AND WILMINGTON TRUST COMPANY, as Mortgagee dated as of June 9, 2006Collateral Maintenance Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
COLLATERAL MAINTENANCE AGREEMENT, dated as of June 9, 2006 (this “Agreement”), among CONTINENTAL AIRLINES, INC., a Delaware corporation (the “Company”), FINANCIAL GUARANTY INSURANCE COMPANY, a New York stock insurance company (the “Policy Provider”), and WILMINGTON TRUST COMPANY, as Mortgagee (the “Mortgagee”) under the Trust Indenture and Mortgage, dated as of the date hereof, between the Company and the Mortgagee (the “Trust Indenture”).
Reference Number: SQB38Letter Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled
This Confirmation supplements, forms a part of, and is subject to the 1992 ISDA Master Agreement (Multicurrency - Cross Border) including the Schedule thereto, dated as of June 9, 2006 as amended and supplemented from time to time (collectively, the “Agreement”), between us. All provisions contained in the Agreement govern this Confirmation except as modified below. In the event of any inconsistency between the Agreement and this Confirmation, this Confirmation will govern. Capitalized terms not otherwise defined in the Agreement or this Confirmation shall have the meanings ascribed to them in the Intercreditor Agreement dated as of June 9, 2006 among Wilmington Trust Company, as Trustee under the Continental Airlines Pass Through Trust 2006-1G and Continental Airlines Pass Through Trust 2006-1B, Morgan Stanley Bank, as Primary Liquidity Provider, Morgan Stanley Capital Services Inc., as Above-Cap Liquidity Provider, Financial Guaranty Insurance Company, as Policy Provider, and Wilming
FINANCIAL GUARANTY INSURANCE COMPANY, as Policy Provider, CONTINENTAL AIRLINES, INC., WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent and WILMINGTON TRUST COMPANY, as Trustee under the CONTINENTAL AIRLINES...Insurance and Indemnity Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
INSURANCE AND INDEMNITY AGREEMENT (as may be amended, modified or supplemented from time to time, this “Insurance Agreement”), dated as of June 9, 2006, by and among FINANCIAL GUARANTY INSURANCE COMPANY, as Policy Provider (“FGIC” or the “Policy Provider”), CONTINENTAL AIRLINES, INC. (“Continental”), WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Subordination Agent (the “Subordination Agent”), and WILMINGTON TRUST COMPANY, as Class G Trustee (the “Class G Trustee”).
TRUST SUPPLEMENT No. 2006-1B Dated as of June 9, 2006 between WILMINGTON TRUST COMPANY as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of September 25, 1997 Continental Airlines Pass Through Trust 2006-1B LIBOR +...Trust Supplement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This Trust Supplement No. 2006-1B, dated as of June 9, 2006 (herein called the “Trust Supplement”), between Continental Airlines, Inc., a Delaware corporation (the “Company”), and Wilmington Trust Company (the “Trustee”), to the Pass Through Trust Agreement, dated as of September 25, 1997, between the Company and the Trustee (the “Basic Agreement”).
INTERCREDITOR AGREEMENT Dated as of June 9, 2006 AMONG WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under the Continental Airlines Pass Through Trust 2006-1G and Continental Airlines Pass Through Trust 2006-1B, MORGAN...Intercreditor Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled
INTERCREDITOR AGREEMENT dated as of June 9, 2006, among WILMINGTON TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its individual capacity but solely as Trustee of each Trust (each as defined below); MORGAN STANLEY BANK, a Utah industrial bank, as Primary Liquidity Provider, MORGAN STANLEY CAPITAL SERVICES INC., a Delaware corporation, as Above-Cap Liquidity Provider; FINANCIAL GUARANTY INSURANCE COMPANY, a stock insurance corporation incorporated under the laws of the State of New York, as Policy Provider; and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the "Subordination Agent").
REFERENCE AGENCY AGREEMENTReference Agency Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled
REFERENCE AGENCY AGREEMENT, dated as of June 9, 2006, among Continental Airlines, Inc., a Delaware corporation (the “Company”), Wilmington Trust Company, a Delaware banking corporation (“WTC”), as Subordination Agent under the Intercreditor Agreement referred to below, WTC, as Mortgagee (as defined in the Trust Indenture and Mortgage referred to below), and WTC, as reference agent hereunder (the “Reference Agent”).
ISDA ® International Swaps and Derivatives Association, Inc. SCHEDULE to the Master Agreement dated as of June 9, 2006 betweenMaster Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Morgan Stanley Capital Services Inc., a corporation organized under the laws of the State of Delaware 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
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 AdministrationContinental Airlines Inc /De/ • June 15th, 2006 • Air transportation, scheduled
In consideration of that certain ISDA Master Agreement dated as of June 9, 2006 between Morgan Stanley 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"), Morgan Stanley, 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
CONTINENTAL AIRLINES, INC. Continental Airlines Pass Through Certificates, Series 2006-1G Continental Airlines Pass Through Certificates, Series 2006-1B UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2006 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Continental Airlines, Inc., a Delaware corporation (the "Company"), proposes that Wilmington Trust Company, as trustee under each of the Trusts (as defined below) (each, a "Trustee"), issue and sell to Morgan Stanley & Co. Incorporated (the "Underwriter"), Continental Airlines Pass Through Certificates, Series 2006-1G (the "Class G Certificates"), and Continental Airlines Pass Through Certificates, Series 2006-1B (the "Class B Certificates" and, together with the Class G Certificates, the "Certificates"), in the aggregate principal amounts and with the interest rates and final expected distribution dates set forth on Schedule I hereto on the terms and conditions stated herein. Each Trustee will use the proceeds from the sale of the Certificates to acquire from the Company the Equipment Notes. The Company intends to use most of the proceeds from the sale of said Equipment Notes to redeem its outstanding Floating Rate Secured Notes due 2007 and Floating Rate Secured Subordinated Notes du
