TRUST SUPPLEMENT NO. 1997-3C
Dated September 25, 1997
between
WILMINGTON TRUST COMPANY,
as Trustee,
and
CONTINENTAL AIRLINES, INC.
to
PASS THROUGH TRUST AGREEMENT
Dated as of September 25, 1997
$14,418,000
Continental Airlines, Inc.
Pass Through Trust, 1997-3C
Continental Airlines, Inc.
1997-3 Pass Through Certificates,
Class C
TABLE OF CONTENTS
PAGE
----
ARTICLE I - THE CERTIFICATES
Section 1.01. The Certificates ..............................................3
ARTICLE II - DEFINITIONS AND AMENDMENTS
Section 2.01. Definitions ...................................................5
Section 2.02. Amendments ....................................................6
ARTICLE III - DEFAULT
Section 3.01. Purchase Rights of Certificateholders .........................8
ARTICLE IV - THE TRUSTEE
Section 4.01. The Trustee ...................................................8
ARTICLE V - MISCELLANEOUS PROVISIONS
Section 5.01. Basic Agreement Modified and Ratified .........................9
Section 5.02. GOVERNING LAW .................................................9
EXHIBIT A Form of Certificate
EXHIBIT B DTC Letter of Representations
EXHIBIT C Regular Distribution Dates and Scheduled Payments
EXHIBIT D Related Note Documents
This Trust Supplement No. 1997-3C, dated as of September 25, 1997
(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").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Basic Agreement, unlimited as to the aggregate principal
amount of Certificates (unless otherwise specified herein, capitalized terms
used herein without definition having the respective meanings specified
heretofore in the Basic Agreement) which may be issued thereunder, has
heretofore been executed and delivered;
WHEREAS, each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, Equipment Notes, among other
things, to refinance the outstanding debt portion of the purchase price of the
aircraft purchased by such Owner Trustee and leased to the Company pursuant to
the related Lease;
WHEREAS, pursuant to the terms and conditions of the Basic Agreement
as supplemented by this Trust Supplement (the "AGREEMENT"), the Trustee shall
purchase such Equipment Notes issued by each Owner Trustee having the same
interest rate as, and final maturity dates not later than the final expected
Regular Distribution Date of, the Certificates issued hereunder and shall hold
such Equipment Notes in trust for the benefit of the Class C Certificateholders;
WHEREAS, the Trustee hereby declares the creation of this Continental
Airlines Pass Through Trust, Series 1997-3C (the "1997-3C TRUST"), for the
benefit of the Class C Certificateholders, and the initial Class C
Certificateholders as the grantors of the 1997-3C Trust, by their respective
acceptances of the Certificates issued hereunder, join in the creation of this
1997-3C Trust with the Trustee;
WHEREAS, all of the conditions and requirements necessary to make this
Trust Supplement, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed
have been done, performed and fulfilled, and the execution and delivery of this
Trust Supplement in the form and with the terms hereof have been in all respects
duly authorized; and
WHEREAS, this Trust Supplement is subject to the provisions of the
Trust Indenture Act of 1939, as amended, and shall, to the extent applicable, be
governed by such provisions;
NOW, THEREFORE, in consideration of the premises herein, it is agreed
between the Company and the Trustee as follows:
ARTICLE I
THE CERTIFICATES
----------------
Section 1.01. THE CERTIFICATES. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"Continental Airlines Pass Through Certificates, Series 1997-3C" (hereinafter
defined as the "SERIES 1997-3C CERTIFICATES"). Each Series 1997-3C Certificate
represents a fractional undivided interest in the 1997-3C Trust created hereby.
The Series 1997-3C Certificates shall be the only instruments evidencing a
fractional undivided interest in the 1997-3C Trust.
The terms and conditions applicable to the Series 1997-3C Certificates
are as follows:
(a) The aggregate principal amount of the Series 1997-3C
Certificates that shall be authenticated under the Agreement (except
for Series 1997-3C Certificates authenticated and delivered pursuant
to Sections 3.03, 3.04 and 3.06 of the Basic Agreement) is
$14,418,000.
(b) The Cut-off Date is October 31, 1997.
(c) The Regular Distribution Date with respect to any payment of
Scheduled Payments means March 24, June 24, September 24 and December
24, commencing on December 24, 1997 until payment of all of the
Scheduled Payments to be made under the Equipment Notes has been made.
(d) The Special Distribution Date with respect to the Series
1997-3C Certificates means any Business Day on which a Special Payment
is to be distributed pursuant to the Agreement.
(e) (i) The Series 1997-3C Certificates shall be in the form
attached hereto as Exhibit A. Any Person acquiring or accepting a
Series 1997-3C Certificate or an interest therein will, by such
acquisition or acceptance, be deemed to have represented and warranted
to and for the benefit of each Owner Participant and the Company that
either (i) the assets of an employee benefit plan subject to Title I
of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or of a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "CODE"), have not been used to
purchase Series 1997-3C Certificates or an interest therein or (ii)
the purchase and holding of Series 1997-3C Certificates or interest
therein are exempt from the prohibited transaction restrictions of
ERISA and the Code pursuant to one or more prohibited transaction
statutory or administrative exemptions.
(ii) The Series 1997-3C Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company, the Trustee and the
Clearing Agency attached hereto as Exhibit B.
(f) The Scheduled Payments of principal shall be as set forth in
Exhibit C hereto.
(g) All or a portion of the proceeds of the Series 1997-3C
Certificates shall be used to purchase the Equipment Notes in the
principal amounts specified below and the unused portion of such
proceeds, if any, shall be deposited in the Escrow Account to be
applied as set forth in the Agreement:
REGISTRATION NUMBER PRINCIPAL AMOUNT
------------------- ----------------
N14925........................................$1,692,000
N15926.........................................1,692,000
N16927.........................................1,692,000
N17928.........................................1,409,000
N13929.........................................1,409,000
N14930.........................................1,631,000
N14931.........................................1,631,000
N15932.........................................1,631,000
N14933.........................................1,631,000
(h) Each Owner Trustee, acting on behalf of its respective Owner
Participant, will issue, on a non-recourse basis, the Equipment Notes,
the proceeds of which shall be used, among other things, to refinance
the outstanding debt portion of the purchase price to such Owner
Trustee of the following Aircraft:
REGISTRATION NUMBER AIRCRAFT TYPE ENGINE TYPE
------------------- ------------- -----------
N14925 Embraer EMB-145 AE3007A
N15926 Embraer EMB-145 AE3007A
N16927 Embraer EMB-145 AE3007A
N17928 Embraer EMB-145 AE3007A
N13929 Embraer EMB-145 AE3007A
N14930 Embraer EMB-145 AE3007A
N14931 Embraer EMB-145 AE3007A
N15932 Embraer EMB-145 AE3007A
N14933 Embraer EMB-145 AE3007A
(i) The related Note Documents are listed on Exhibit D.
(j) Notice of any termination of the 1997-3C Trust shall be
mailed promptly by the Trustee to the Class C Certificateholders not
earlier than the 60th day and not later than the 15th day next
preceding the final distribution pursuant to the Agreement.
(k) Except as contemplated by Section 2.02(b) of the Basic
Agreement, there will be no deposit agreement or other arrangement
prior to the delivery of any Aircraft.
(l) The Series 1997-3C Certificates are subject to the
Intercreditor Agreement.
(m) The Series 1997-3C Certificates will have the benefit of the
Liquidity Facility.
(n) The Responsible Party is the Company.
(o) The Final Legal Distribution Date is September 24, 2006.
(p) The particular "sections of the Note Purchase Agreement", for
purposes of clause (3) of Section 7.07 of the Basic Agreement, are
Section 9.1 of each Note Purchase Agreement.
ARTICLE II
DEFINITIONS AND AMENDMENTS
--------------------------
Section 2.01. DEFINITIONS. For all purposes of the Basic Agreement as
supplemented by this Trust Supplement, the following capitalized terms shall
have the following meanings:
CLASS C CERTIFICATEHOLDER: Means the Person in whose name a
Series 1997-3C Certificate is registered on the Register for the
Series 1997-3C Certificates.
INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated
as of the date hereof among the Trustee, the Other Trustees, the
Liquidity Provider named therein and Wilmington Trust Company, as
Subordination Agent and as trustee, as amended, supplemented or
otherwise modified from time to time in accordance with its terms.
LIQUIDITY FACILITY: Means the Revolving Credit Agreement dated as
of the date hereof among Wilmington Trust Company, as Subordination
Agent and trustee for the 1997-3C Trust, and ABN AMRO Bank, N.V.,
acting through its Chicago Branch, as amended, replaced, supplemented
or otherwise modified from time to time in accordance with its terms
and the terms of the Intercreditor Agreement..
OTHER AGREEMENTS: Means (i) the Basic Agreement as supplemented
by Trust Supplement 1997-3A dated as of the date hereof relating to
the Continental Airlines Pass Through Trust created thereunder and
(ii) the Basic Agreement as supplemented by Trust Supplement No.
1997-3B dated the date hereof relating to the Continental Airlines
Pass Through Trust created thereunder.
OTHER TRUSTEES: Means each of the trustees under the Other
Agreements, and any successor thereunder or other trustee appointed as
provided therein.
PTC EVENT OF DEFAULT: Means the failure to pay within ten
Business Days of the due date thereof: (i) the outstanding Pool
Balance of the Series 1997-3C Certificates on the Final Legal
Distribution Date for such Series 1997-3C Certificates or (ii)
interest due on such Series 1997-3C Certificates on any Distribution
Date (unless the Subordination Agent shall have made an Interest
Drawing or Drawings (as defined in the Intercreditor Agreement), or a
withdrawal or withdrawals pursuant to a cash collateral account under
the Intercreditor Agreement, with respect thereto in an aggregate
amount sufficient to pay such interest and shall have distributed such
amount to the Trustee).
Section 2.02. AMENDMENTS. Solely for purposes of this Trust
Supplement, Section 2.02(b) of the Basic Agreement shall be amended to read as
follows:
(b) If on or prior to the Issuance Date with respect to a series
of Certificates the Company shall deliver to the Trustee a
Postponement Notice relating to one or more Postponed Notes, the
Trustee shall postpone the purchase of such Postponed Notes and shall
deposit into an escrow account (as to such Trust, the "ESCROW
ACCOUNT") to be maintained as part of the related Trust an amount
equal to the purchase price of such Postponed Notes (the "ESCROWED
FUNDS"). The portion of the Escrowed Funds so deposited with respect
to any particular Postponed Notes shall be invested by the Trustee at
the written direction of the Responsible Party in Specified
Investments (i) maturing no later than any scheduled Transfer Date
relating to such Postponed Notes or (ii) if no such Transfer Date has
been scheduled, maturing on the next Business Day, or (iii) if the
Company has given notice to the Trustee that such Postponed Notes will
not be issued, maturing on the next applicable Special Distribution
Date, if such investments are reasonably available for purchase. The
Trustee shall make withdrawals from the Escrow Account only as
provided in this Agreement. Upon request of the Company on one or more
occasions and the satisfaction or waiver of the closing conditions
specified in the applicable Note Purchase Agreements on or prior to
the related Cut-off Date, the Trustee shall purchase the applicable
Postponed Notes with the Escrowed Funds withdrawn from the Escrow
Account. The purchase price shall equal the principal amount of such
Postponed Notes.
The Trustee shall hold all Specified Investments until the
maturity thereof and will not sell or otherwise transfer Specified
Investments. If Specified Investments held in an Escrow Account mature
prior to any applicable Transfer Date, any proceeds received on the
maturity of such Specified Investments (including any earnings
thereon) shall be reinvested by the Trustee at the written direction
of the Responsible Party in Specified Investments maturing as provided
in the preceding paragraph. The Responsible Party shall pay to the
Trustee for deposit to the relevant Escrow Account an amount equal to
any losses on such Specified Investments as incurred.
On the Initial Regular Distribution Date in respect of the
Certificates of any series, the Responsible Party will pay (in
immediately available funds) to the Trustee an amount equal to (i) the
interest that would have accrued on any Postponed Notes with respect
to such Certificates, if any, purchased after the Issuance Date if
such Postponed Notes had been purchased on the Issuance Date, from the
Issuance Date to, but not including, the date of the purchase of such
Postponed Notes by the Trustee minus (ii) the earnings on Specified
Investments (disregarding any losses thereon) received (with respect
to the portion of the Escrow Funds deposited with respect to the
Postponed Notes described in clause (i) of this paragraph) by the
Trustee from and including the Issuance Date to, but not including,
the Initial Regular Distribution Date.
If, in respect of the Certificates of any series, the Company
notifies the Trustee prior to the Cut-off Date that any Postponed
Notes will not be issued on or prior to the Cut-off Date for any
reason, on the next Special Distribution Date for such Certificates
occurring not less than 15 days following the date of such notice, (i)
the Responsible Party shall pay to the Trustee for deposit in the
related Special Payments Account, in immediately available funds, an
amount equal to (A) the interest that would have accrued on the
Postponed Notes designated in such notice at a rate equal to the
interest rate applicable to such Certificates from the Issuance Date
to, but not including, such Special Distribution Date minus (B) the
earnings on Specified Investments (disregarding any losses thereon)
received (with respect to the portion of the Escrowed Funds deposited
with respect to the Postponed Notes designated in such notice) by the
Trustee from and including the Issuance Date to, but not including,
such Special Distribution Date and (ii) the Trustee shall transfer an
amount equal to that amount of Escrowed Funds that would have been
used to purchase the Postponed Notes designated in such notice and the
amount paid by the Responsible Party pursuant to the immediately
preceding clause (i) to the related Special Payments Account for
distribution as a Special Payment in accordance with the provisions
hereof.
If, on such Cut-off Date, an amount equal to less than all of the
Escrowed Funds (other than Escrowed Funds referred to in the
immediately preceding paragraph) has been used to purchase Postponed
Notes, on the next such Special Distribution Date occurring not less
than 15 days following such Cut-off Date, (i) the Responsible Party
shall pay to the Trustee for deposit in such Special Payments Account,
in immediately available funds, an amount equal to (A) the interest
that would have accrued on such Postponed Notes contemplated to be
purchased with such unused Escrowed Funds (other than Escrowed Funds
referred to in the immediately preceding paragraph) but not so
purchased at a rate equal to the interest rate applicable to such
Certificates from the Issuance Date to, but not including, such
Special Distribution Date minus (B) the earnings on Specified
Investments (disregarding any losses thereon) received (with respect
to the portion of the Escrowed Funds deposited with respect to the
Postponed Notes contemplated to be purchased with such unused Escrowed
Funds (other than Escrowed Funds referred to in the immediately
preceding paragraph) but not so purchased) by the Trustee from and
including the Issuance Date to, but not including, such Special
Distribution Date and (ii) the Trustee shall transfer such unused
Escrowed Funds and the amount paid by the Responsible Party pursuant
to the immediately preceding clause (i) to such Special Payments
Account for distribution as a Special Payment in accordance with the
provisions hereof.
ARTICLE III
DEFAULT
-------
Section 3.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuation of a Triggering Event, each
Class C Certificateholder shall have the right (which shall not expire upon any
purchase of the Class A Certificates pursuant to the Class B Trust Agreement),
to purchase, for the purchase price and otherwise in accordance with and subject
to the provisions set forth in Section 6.01(b) of the Basic Agreement, all, but
not less than all, of the Class A Certificates and the Class B Certificates upon
ten days' written notice to the Class A Trustee, the Class B Trustee, and each
other Class C Certificateholder, provided that (i) if prior to the end of such
ten-day period any other Class C Certificateholder notifies such purchasing
Class C Certificateholder that such other Class C Certificateholder wants to
participate in such purchase, then such other Class C Certificateholder may join
with the purchasing Class C Certificateholder to purchase all, but not less than
all, of the Class A Certificates and the Class B Certificates pro rata based on
the Fractional Undivided Interest in the 1997-3C Trust held by each such Class C
Certificateholder and (ii) if prior to the end of such ten-day period any other
Class C Certificateholder fails to notify the purchasing Class C
Certificateholder of such other Class C Certificateholder's desire to
participate in such a purchase, then such other Class C Certificateholder shall
lose its right to purchase the Class A Certificates and the Class B Certificates
pursuant to this Section and Section 6.01(b) of the Basic Agreement.
(b) As used in this Article III, the terms "Class A Certificate",
"Class A Trustee", "Class B Certificate", "Class B Trustee", and
"Class B Trust Agreement" shall have the respective meanings assigned
to such terms in the Intercreditor Agreement.
ARTICLE IV
THE TRUSTEE
-----------
Section 4.01. THE TRUSTEE. The Trustee is hereby directed to execute
and deliver the Intercreditor Agreement on or prior to the Issuance Date in the
form delivered to the Trustee by the Company. The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Trust Supplement or the due execution hereof by the Company,
or for or in respect of the recitals and statements contained herein, all of
which recitals and statements are made solely by the Company.
The Trustee, upon the execution and delivery of this Trust Supplement,
acknowledges its acceptance of all right, title and interest in and to the Trust
Property with respect to the 1997-3C Trust and declares that the Trustee holds
and will hold such right, title and interest for the benefit of all then present
and future Class C Certificateholders, upon the trusts set forth in the Basic
Agreement and this Trust Supplement. By its acceptance of each Series 1997-3C
Certificate issued to it under the Agreement, each initial Class C
Certificateholder as grantor of the 1997-3C Trust thereby joins in the creation
and declaration of the 1997-3C Trust.
Except as herein otherwise provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Trust Supplement other than as set forth in the Basic Agreement,
and this Trust Supplement is executed and accepted on behalf of the Trustee,
subject to all the terms and conditions set forth in the Basic Agreement, upon
the effectiveness thereof, as if the same were herein set forth at length.
The Trustee represents and warrants that the Intercreditor Agreement
will be duly executed and delivered by one of its officers who is duly
authorized to execute and deliver such document on its behalf.
ARTICLE V
MISCELLANEOUS PROVISIONS
------------------------
Section 5.01. BASIC AGREEMENT MODIFIED AND RATIFIED. The Basic
Agreement is incorporated herein by reference in its entirety, and shall be
deemed to be a part of this Trust Supplement as if set forth in full herein, and
is in all respects ratified and confirmed, as supplemented and modified by this
Trust Supplement.
Section 5.02. GOVERNING LAW. THIS TRUST SUPPLEMENT AND THE CLASS C
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 5.03. EXECUTION IN COUNTERPARTS. This Trust Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
IN WITNESS WHEREOF, the Company and the Trustee have caused this Trust
Supplement to be duly executed by their respective officers thereunto duly
authorized, as of the day and year first written above.
CONTINENTAL AIRLINES, INC.
By:_____________________________________
Name:
Title:
WILMINGTON TRUST COMPANY, as Trustee
By:_____________________________________
Name:
Title:
EXHIBIT A
---------
Form of Certificate
[Include on each Certificate that is a Global Certificate: Unless this
certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration
of transfer, exchange or payment, and any certificate issued is registered in
the name of Cede & Co. or in such other name as is requested by an authorized
representative of DTC (and any payment is made to Cede & Co. or to such other
entity as is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.]
CONTINENTAL AIRLINES 1997-3C PASS THROUGH TRUST
Pass Through
Certificate, Series 1997-3C
Issuance Date: September 25, 1997
Final Expected Distribution Date: March 24, 2005
evidencing a fractional undivided interest in a 1997-3C
Trust, the property of which includes certain equipment
notes each secured by aircraft leased to Continental
Airlines, Inc.
Certificate
No.________ $__________ Fractional Undivided Interest representing 0.0069358%
of the Trust per $1,000 of face amount
THIS CERTIFIES THAT ______________________, for value received, is the
registered owner of a $____________ (__ dollars) Fractional Undivided Interest
in the Continental Airlines Pass Through Trust, Series 1997-3C (the "TRUST")
created by Wilmington Trust Company, as trustee (the "TRUSTEE"), pursuant to a
Pass Through Trust Agreement, dated as of September 25, 1997 (the "BASIC
AGREEMENT"), as supplemented by Trust Supplement No. 1997-3C thereto, dated as
of September 25, 1997 (collectively, the "AGREEMENT") between the Trustee and
Continental Airlines, Inc., a Delaware corporation (the "COMPANY" or the
"ISSUER"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as
"Continental Airlines Pass Through Certificates, Series 1997-3C" (herein called
the "CERTIFICATES"). This Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement. By virtue of its acceptance
hereof, the Certificateholder of this Certificate assents to and agrees to be
___________________
This legend to appear on Book-Entry Certificates to be deposited with The
Depository Trust Company.
bound by the provisions of the Agreement and the Intercreditor Agreement. The
property of the Trust includes certain Equipment Notes and all rights of the
Trust to receive payments under the Intercreditor Agreement and the Liquidity
Facility (the "TRUST PROPERTY"). Each issue of the Equipment Notes is secured
by, among other things, a security interest in aircraft leased to the Company.
The Certificates represent fractional undivided interests in the Trust
and the Trust Property, and have no rights, benefits or interest in respect of
any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each March 24, June 24, September 24 and December 24 (a "REGULAR
DISTRIBUTION DATE"), commencing on December 24, 1997, to the Person in whose
name this Certificate is registered at the close of business on the 15th day
preceding the Regular Distribution Date, an amount in respect of the Scheduled
Payments on the Equipment Notes due on such Regular Distribution Date, the
receipt of which has been confirmed by the Trustee, equal to the product of the
percentage interest in the Trust evidenced by this Certificate and an amount
equal to the sum of such Scheduled Payments. Subject to and in accordance with
the terms of the Agreement and the Intercreditor Agreement, in the event that
Special Payments on the Equipment Notes are received by the Trustee, from funds
then available to the Trustee, there shall be distributed on the applicable
Special Distribution Date, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Special
Distribution Date, an amount in respect of such Special Payments on the
Equipment Notes, the receipt of which has been confirmed by the Trustee, equal
to the product of the percentage interest in the Trust evidenced by this
Certificate and an amount equal to the sum of such Special Payments so received.
If a Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date and no interest shall accrue during the intervening
period. The Trustee shall mail notice of each Special Payment and the Special
Distribution Date therefor to the Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by check
mailed to the Person entitled thereto, without the presentation or surrender of
this Certificate or the making of any notation hereon. Except as otherwise
provided in the Agreement and notwithstanding the above, the final distribution
on this Certificate will be made after notice mailed by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Certificate at the office or agency of the Trustee specified in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the Register
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest and
integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is registered as
the owner hereof for all purposes, and neither the Trustee, the Registrar, nor
any such agent shall be affected by any notice to the contrary.
The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them pursuant to
the Agreement and the disposition of all property held as part of the Trust
Property.
Any Person acquiring or accepting this Certificate or an interest
herein will, by such acquisition or acceptance, be deemed to have represented
and warranted to and for the benefit of each Owner Participant and the Company
that either: (i) the assets of an employee benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
(the "CODE"), have not been used to purchase this Certificate or an interest
herein or (ii) the purchase and holding of this Certificate or interest herein
are exempt from the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or administration
exemptions.
THIS CERTIFICATE AND THE AGREEMENT HAVE EACH BEEN DELIVERED IN THE
STATE OF NEW YORK AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
CERTIFICATEHOLDERS HEREUNDER AND THE PARTIES THEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Unless the certificate of authentication hereon has been executed by
the Trustee, by manual signature, this Certificate shall not be entitled to any
benefit under the Agreement or be valid for any purpose.
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
CONTINENTAL AIRLINES 1997-3C PASS
THROUGH TRUST
By: WILMINGTON TRUST COMPANY, as Trustee
By:_____________________________________
Title:_______________________________
Dated:____________________________
FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Certificates referred to in the within-mentioned
Agreement.
WILMINGTON TRUST COMPANY, as Trustee
By:_____________________________________
Name:
Title:
EXHIBIT B
---------
DTC Letter of Representations
EXHIBIT C
---------
Regular Distribution Dates
and
Scheduled Payments
DATE SCHEDULED PAYMENTS OF PRINCIPAL
---- -------------------------------
December 24, 1997................................ $ 180,078
March 24, 1998................................... 380,004
June 24, 1998.................................... 643,996
September 24, 1998............................... 39,800
December 24, 1998................................ 144,819
March 24, 1999................................... 597,751
June 24, 1999.................................... 469,114
September 24, 1999............................... 39,800
December 24, 1999................................ 56,826
March 24, 2000................................... 622,060
June 24, 2000.................................... 541,102
September 24, 2000............................... 43,373
December 24, 2000................................ 56,826
March 24, 2001................................... 905,341
June 24, 2001.................................... 728,584
September 24, 2001............................... 198,966
December 24, 2001................................ 253,262
March 24, 2002................................... 973,326
June 24, 2002.................................... 797,789
September 24, 2002............................... 612,707
December 24, 2002................................ 364,716
March 24, 2003................................... 1,176,170
June 24, 2003.................................... 892,114
September 24, 2003............................... 677,321
December 24, 2003................................ 283,844
March 24, 2004................................... 1,066,658
June 24, 2004.................................... 268,731
September 24, 2004............................... 751,110
December 24, 2004................................ 0
March 24, 2005................................... 651,812
EXHIBIT D
---------
Related Note Documents
[Information to be added upon receipt
of HHR's Closing memo]
