ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of October 3, 2012 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC for themselves and on behalf of the several Underwriters...Escrow and Paying Agent Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT (Class A) dated as of October 3, 2012, (as amended, modified or supplemented from time to time, this “Agreement”) among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CREDIT SUISSE SECURITIES (USA) LLC and MORGAN STANLEY & CO. LLC, for themselves and on behalf of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the “Pass Through Trustee”) under the Pass Through Trust Agreement referred to below; and W
REVOLVING CREDIT AGREEMENT (2012-2B) dated as of October 3, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION, as Subordination Agent, as Agent and Trustee for the Continental Airlines Pass Through Trust 2012-2B, as Borrower and NATIXIS S.A., ACTING...Revolving Credit Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
THIS REVOLVING CREDIT AGREEMENT (2012-2B) dated as of October 3, 2012 (the “Agreement”), between WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class B Trust (as defined below) (the “Borrower”), and NATIXIS S.A., a société anonyme under French law, acting through its New York Branch (the “Liquidity Provider”).
TRUST SUPPLEMENT No. 2012-2B-S Dated as of October 3, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Continental Airlines Pass Through Certificates, Series 2012-2A-O Continental Airlines Pass Through Certificates, Series 2012-2B-O UNDERWRITING AGREEMENTUnderwriting Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
The Certificates will be issued pursuant to a Pass Through Trust Agreement, to be dated as of the Closing Date (the “Basic Agreement”), between the Company and the Trustee, as supplemented with respect to the issuance of each class of Certificates by a separate Pass Through Trust Supplement to be dated as of the Closing Date (as defined below) (individually, an “Original Trust Supplement”), between the Company and the Trustee (the Basic Agreement
DEPOSIT AGREEMENT (Class B) Dated as of October 3, 2012 between U.S. BANK NATIONAL ASSOCIATION as Escrow Agent and NATIXIS S.A., ACTING THROUGH ITS NEW YORK BRANCH as DepositaryDeposit Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class B) dated as of October 3, 2012 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK 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 NATIXIS S.A., acting through its New York Branch, a société anonyme organized and existing under the laws of France and licensed under the laws of the State of New York as depositary bank (the “Depositary”).
INTERCREDITOR AGREEMENT Dated as of October 3, 2012 AMONG WILMINGTON TRUST, NATIONAL ASSOCIATION not in its individual capacity but solely as Trustee under the Continental Airlines Pass Through Trust 2012-2A and Continental Airlines Pass Through Trust...Intercreditor Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled
INTERCREDITOR AGREEMENT (this “Agreement”) dated as of October 3, 2012, among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), not in its individual capacity but solely as Trustee of each Trust (each as defined below); NATIXIS S.A., a société anonyme organized under the laws of France, ACTING THROUGH ITS NEW YORK BRANCH, as Class A Liquidity Provider and Class B Liquidity Provider; and WILMINGTON TRUST, NATIONAL ASSOCIATION, 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”).
PARTICIPATION AGREEMENT [___] Dated as of [_____________] Among CONTINENTAL AIRLINES, INC., Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION, Not in its individual capacity except as expressly provided herein, but solely as Mortgagee, Subordination...Participation Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled
PARTICIPATION AGREEMENT [____], dated as of [____________] (this "Agreement"), among (a) CONTINENTAL AIRLINES, INC., a Delaware corporation ("Owner"), (b) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, 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, "WTNA"), (c) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under each of the Applicable Pass Through Trust Agreements (each, an "Applicable Pass Through Trustee") and (d) WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement ("Subordination Agent").
TRUST SUPPLEMENT No. 2012-2A-S Dated as of October 3, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 between CONTINENTAL AIRLINES, INC. and WILMINGTON TRUST, NATIONAL ASSOCIATION, as TrusteePass Through Trust Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This PASS THROUGH TRUST AGREEMENT, dated as of October 3, 2012 (this “Basic Agreement”), between CONTINENTAL AIRLINES, INC., a Delaware corporation (the “Company”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as Trustee, is made with respect to the formation from time to time of separate Continental Airlines Pass Through Trusts, and the issuance from time to time of separate series of Pass Through Certificates representing fractional undivided interests in the respective Trusts.
TRUST INDENTURE AND MORTGAGE [____] Dated as of [____] between CONTINENTAL AIRLINES, INC., Owner, and WILMINGTON TRUST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee, MortgageeTrust Indenture And • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE [____], dated as of [____] (this “Trust Indenture”), between CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).
TRUST SUPPLEMENT No. 2012-2B-O Dated as of October 3, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • Delaware
NOTE PURCHASE AGREEMENT Dated as of October 3, 2012 Among CONTINENTAL AIRLINES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under each of the Pass Through Trust Agreements WILMINGTON TRUST, NATIONAL ASSOCIATION, as...Note Purchase Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of October 3, 2012, among (i)CONTINENTAL AIRLINES, INC., a Delaware corporation (the "Company"), (ii)WILMINGTON TRUST, NATIONAL ASSOCIATION ("WTNA"), a national banking association, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity together with its successors in such capacity, the "Pass Through Trustee") under each of the two separate Pass Through Trust Agreements (as defined below), (iii) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee (in such capacity together with its successors in such capacity, the "Subordination Agent") under the Intercreditor Agreement (as defined below), (iv) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity together with its successors in such capacity, the "Escrow Agent"), under each of the Escrow and Paying Agent Agreements (as defined below) and
TRUST SUPPLEMENT No. 2012-2A-O Dated as of October 3, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Agreement • October 9th, 2012 • Continental Airlines Inc /De/ • Air transportation, scheduled • Delaware
