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 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
$130,000,000
Continental
Airlines Pass Through Trust 2006-1B
LIBOR
+
3.125%
Continental
Airlines
Pass
Through Certificates,
Series 2006-1B
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Section
7.09. Amendment of Section 12.11 of the Basic
Agreement
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ARTICLE
VIII MISCELLANEOUS PROVISIONS
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Section 8.01.
Basic Agreement Ratified
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Section 8.02.
GOVERNING
LAW
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Section 8.03.
Execution in Counterparts
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Section 8.04.
Intention of Parties
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Exhibit A Form
of
Certificate
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”).
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 in the Basic
Agreement) which may be issued thereunder, has heretofore been executed and
delivered;
WHEREAS,
the Company intends to issue pursuant to the Indenture, on a recourse basis,
up
to (and including) two series of equipment notes (the “Equipment
Notes”)
to be
secured by, among other things, certain aircraft spare parts owned by the
Company;
WHEREAS,
the Trustee hereby declares the creation of the Continental Airlines Pass
Through Trust 2006-1B (the “Applicable
Trust”)
for
the benefit of the Applicable Certificateholders, and the initial Applicable
Certificateholders as the grantors of the Applicable Trust, by their respective
acceptances of the Applicable Certificates, join in the creation of the
Applicable Trust with the Trustee;
WHEREAS,
all Certificates to be issued by the Applicable Trust will evidence fractional
undivided interests in the Applicable Trust and will convey no rights, benefits
or interests in respect of any property other than the Trust
Property;
WHEREAS,
pursuant to the terms and conditions of the Basic Agreement as supplemented
by
this Trust Supplement (the “Agreement”)
and
the NPA (as defined below), the Trustee on behalf of the Applicable Trust,
using
the proceeds of the sale of the Applicable Certificates, shall purchase an
Equipment Note having the same interest rate as, and final maturity date not
later than the final Regular Distribution Date of, the Applicable Certificates
issued hereunder and shall hold such Equipment Note in trust for the benefit
of
the Applicable Certificateholders;
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;
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:
CREATION
OF THE APPLICABLE CERTIFICATES
Section 1.01.The
Applicable 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 2006-1B” (hereinafter defined as the “Applicable
Certificates”).
Each
Applicable Certificate represents a fractional undivided interest in the
Applicable Trust created hereby. The Applicable Certificates shall be the only
instruments evidencing a fractional undivided interest in the Applicable
Trust.
The
terms
and conditions applicable to the Applicable Certificates are as
follows:
(a) The
aggregate principal amount of the Applicable Certificates that shall be
authenticated under the Agreement (except for Applicable Certificates
authenticated and delivered pursuant to Sections 3.03 and 3.06 of the Basic
Agreement and Sections 3.04 and 3.05 of this Trust Supplement) is
$130,000,000.
(b) The
Regular Distribution Dates with respect to any payment of Scheduled Payments
means March 2, June 2, September 2 and December 2 of each year, commencing
on
September 2, 2006 (or, if any such date is not a Business Day, the next
succeeding Business Day), until payment of all of the Scheduled Payments to
be
made under the Equipment Notes has been made.
(c) The
Special Distribution Dates with respect to the Applicable Certificates means
any
Business Day on which a Special Payment is to be distributed pursuant to the
Agreement.
(d) The
Applicable Certificates shall be in the form attached hereto as Exhibit A.
Any Person acquiring or accepting an Applicable Certificate or an interest
therein will, by such acquisition or acceptance, be deemed to represent and
warrant to and for the benefit of 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 Applicable Certificates or an interest therein or
(ii) the purchase and holding of Applicable Certificates or an interest
therein is exempt from the prohibited transaction restrictions of ERISA and
the
Code pursuant to one or more prohibited transaction statutory or administrative
exemptions.
(e) The
“NPA”
as defined in this Trust Supplement is the “Note Purchase Agreement” referred to
in the Basic Agreement.
(f) The
Applicable Certificates are subject to the Intercreditor
Agreement.
(g) The
Applicable Certificates will not have the benefit of a Liquidity Facility.
(h)
The
Responsible Party is the Company.
(i) The
date
referred to in clause (i) of the definition of the term “PTC Event of
Default” in the Basic Agreement is the Final Maturity Date.
(j) The
“particular sections of the Note Purchase Agreement”, for purposes of
clause (3) of Section 7.07 of the Basic Agreement, is Section 8.1
of the NPA.
(k) The
Equipment Note to be acquired and held in the Applicable Trust, and the related
Pledged Spare Parts and Note Documents are described in the NPA.
(l) For
purposes of Section 2.01(b)(4) of the Basic Agreement, there shall be no
Cut-off Date with respect to the Applicable Certificates.
(m) For
purposes of the second paragraph of Section 11.01 of the Basic Agreement,
the notice of any termination of the Applicable Trust shall be mailed promptly
by the Trustee to the Applicable Certificateholders not earlier than 60 days
and
not later than 15 days preceding the final distribution referenced in such
Section.
DEFINITIONS
Section 2.01.Definitions.
For all
purposes of the Basic Agreement as supplemented by this Trust Supplement, the
following capitalized terms have the following meanings (any term used herein
which is defined in both this Trust Supplement and the Basic Agreement shall
have the meaning assigned thereto in this Trust Supplement for purposes of
the
Basic Agreement as supplemented by this Trust Supplement):
Above-Cap
Liquidity Provider:
Means,
initially, Xxxxxx Xxxxxxx Capital Services Inc., a corporation organized under
the laws of the state of Delaware, and any replacements or successors therefor
appointed in accordance with the Intercreditor Agreement.
Agreement:
Has the
meaning specified in the recitals hereto.
Applicable
Certificate:
Has the
meaning specified in Section 1.01 of this Trust Supplement.
Applicable
Certificateholder:
Means
the Person in whose name an Applicable Certificate is registered on the Register
for the Applicable Certificates.
Applicable
Trust:
Has the
meaning specified in the recitals hereto.
Basic
Agreement:
Has the
meaning specified in the first paragraph of this Trust Supplement.
Break
Amount:
Has the
meaning specified in the Indenture.
Business
Day:
Means
any day other than a Saturday, a Sunday or a day on which commercial banks
are
required or authorized to close in Houston, Texas; New York, New York; or,
so
long as any Applicable Certificate is Outstanding, the city and state in which
the Trustee, the Subordination Agent or the Loan Trustee maintains its Corporate
Trust Office or receives and disburses funds and which is also a day for trading
by and between banks in the London interbank Eurodollar markets.
Certain
Excess Reimbursement Obligations:
Means
any amounts referred to in clause (c) of the definition of “Excess Reimbursement
Obligations” in the Intercreditor Agreement.
Certificate:
Has the
meaning specified in the Intercreditor Agreement.
Class:
Has the
meaning specified in the Intercreditor Agreement.
Collateral:
Has the
meaning specified in the Indenture.
Company:
Has the
meaning specified in the first paragraph of this Trust Supplement.
Controlling
Party:
Has the
meaning specified in the Intercreditor Agreement.
Distribution
Date:
Means
any Regular Distribution Date or Special Distribution Date as the context
requires.
Equipment
Notes:
Has the
meaning specified in the recitals hereto.
Final
Maturity Date:
June 2,
2013.
Indenture:
Means
the Trust Indenture and Mortgage dated as of June 9, 2006 between the Company
and the Loan Trustee, as amended, supplemented or otherwise modified from time
to time in accordance with its terms.
Intercreditor
Agreement:
Means
the Intercreditor Agreement (2006-1) dated as of June 9, 2006 among the Trustee,
the Other Trustee, the Above-Cap Liquidity Provider, the Primary Liquidity
Provider, the Policy Provider and Wilmington Trust Company, as Subordination
Agent and as trustee thereunder, as amended, supplemented or otherwise modified
from time to time in accordance with its terms.
Investors:
Means
the Underwriter, together with all subsequent beneficial owners of the
Applicable Certificates.
Issuance
Date:
Means
the date of the issuance of the Applicable Certificates to the Underwriter
pursuant to the Underwriting Agreement.
Liquidity
Obligations:
Has the
meaning assigned to such term in the Intercreditor Agreement.
Note
Documents:
Means
the Equipment Notes with respect to the Applicable Certificates, the Indenture
and the NPA.
NPA:
Means
the Note Purchase Agreement dated as of June 9, 2006 among the Trustee, the
Other Trustee, the Company, the Loan Trustee and the Subordination Agent,
providing for, among other things, the purchase of the applicable Equipment
Note
by the Trustee on behalf of the Applicable Trust, as the same may be amended,
supplemented or otherwise modified from time to time, in accordance with its
terms.
Operative
Agreements:
Has the
meaning assigned to such term in the Intercreditor Agreement.
Other
Agreement:
Means the Basic Agreement as supplemented by Trust Supplement No. 2006-1G
dated the date hereof relating to the Other Trust.
Other
Trust:
Means
the Continental Airlines Pass Through Trust 2006-1G, created by the Other
Agreement.
Other
Trustee:
Means
the trustee under the Other Agreement, and any successor or other trustee
appointed as provided therein.
Pledged
Spare Parts:
Has the
meaning assigned to such term in the Indenture.
Policy
Provider:
Has the
meaning specified in the Intercreditor Agreement.
Policy
Provider Amounts:
Has the
meaning specified in the Intercreditor Agreement.
Policy
Provider Default:
Has the
meaning specified in the Intercreditor Agreement.
Policy
Provider Obligations:
Has the
meaning assigned to such term in the Intercreditor Agreement.
Pool
Balance:
Means,
as of any date, (i) the original aggregate face amount of the Applicable
Certificates less (ii) the aggregate amount of all payments made as of such
date in respect of such Applicable Certificates other than payments made in
respect of interest or Premium or Break Amount thereon or reimbursement of
any
costs or expenses incurred in connection therewith. The Pool Balance as of
any
date shall be computed
after
giving effect to any payment of principal of the Equipment Notes or payment
with
respect to other Trust Property and the distribution thereof to be made on
that
date.
Pool
Factor:
Means,
as of any date, the quotient (rounded to the seventh decimal place) computed
by
dividing (i) the Pool Balance by (ii) the original aggregate face
amount of the Applicable Certificates. The Pool Factor as of any date shall
be
computed after giving effect to any payment of principal of the Equipment Notes
or payment with respect to other Trust Property and the distribution thereof
to
be made on that date.
Premium:
Has the
meaning specified in the Indenture.
Primary
Liquidity Facility:
Means,
initially, the Revolving Credit Agreement dated as of June 9, 2006, between
Wilmington Trust Company, as Subordination Agent, as agent and trustee for
the
Class G Trust, and the initial Primary Liquidity Provider, and, from and after
the replacement of such Revolving Credit Agreement pursuant to the Intercreditor
Agreement, the replacement liquidity facility therefor, if any, in each case
as
amended, supplemented or otherwise modified from time to time in accordance
with
its terms.
Primary
Liquidity Provider:
Means,
initially, Xxxxxx Xxxxxxx Bank, an industrial bank organized under the laws
of
the state of Utah, and any replacements or successors therefor appointed in
accordance with the Intercreditor Agreement.
PTC
Event of Default:
Has the
meaning assigned to such term in the Intercreditor Agreement.
QIB:
Means a
qualified institutional buyer as defined in Rule 144A.
Reference
Agency Agreement:
Has the
meaning specified in the NPA.
Register:
Has the
meaning specified in Section 3.04 of this Trust Supplement.
Registrar:
Has the
meaning specified in Section 3.04 of this Trust Supplement.
Restricted
Definitive Certificates:
Has the
meaning specified in Section 3.01 of this Trust Supplement.
Restricted
Legend:
Has the
meaning specified in Section 3.02 of this Trust Supplement.
Rule 144A:
Means
Rule 144A under the Securities Act and any successor rule
thereto.
Scheduled
Payment:
Has the
meaning assigned to such term in the Intercreditor
Agreement.
Securities
Act:
Means
the United States Securities Act of 1933, as amended from time to time, or
any
successor thereto.
Special
Payment:
Means
any payment (other than a Scheduled Payment) in respect of, or any proceeds
of,
any Equipment Note or Collateral (as defined in the Indenture).
Stated
Interest Rate:
Has the
meaning specified in the Intercreditor Agreement as such meaning is applicable
to the Applicable Certificates.
Triggering
Event:
Has the
meaning assigned to such term in the Intercreditor Agreement.
Trust
Property:
Means
(i) subject to the Intercreditor Agreement, the Equipment Note held as the
property of the Applicable Trust, all monies at any time paid thereon and all
monies due and to become due thereunder, (ii) funds from time to time
deposited in the Certificate Account and the Special Payments Account and,
subject to the Intercreditor Agreement, any proceeds from the sale by the
Trustee pursuant to Article VI of the Basic Agreement of the Equipment Note
and
(iii) all rights of the Applicable Trust and the Trustee, on behalf of the
Applicable Trust, under the Intercreditor Agreement and the NPA, including,
without limitation, all rights to receive certain payments thereunder, and
all
monies paid to the Trustee on behalf of the Applicable Trust pursuant to the
Intercreditor Agreement or the NPA.
Trust
Supplement:
Has the
meaning specified in the first paragraph of this trust supplement.
Trustee:
Has the
meaning specified in the first paragraph of this Trust Supplement.
Underwriter:
Means
Xxxxxx Xxxxxxx & Co. Incorporated.
Underwriting
Agreement:
Means
the Underwriting Agreement dated as of May 24, 2006 between the Underwriter
and
the Company, as the same may be amended, supplemented or otherwise modified
from
time to time in accordance with its terms.
TRANSFER
OF THE APPLICABLE CERTIFICATES
Section 3.01.
Issuance
of Applicable Certificates.
The
Applicable Certificates shall be issued and will only be available in
the
form
of one or more certificated securities in definitive, fully registered form
without interest coupons substantially
in the form of Exhibit A hereto with such applicable legends as are
provided for in Section 3.02 (each,
a
“Restricted
Definitive Certificate”)
duly
executed and authenticated by the Trustee as hereinafter provided. The initial
Restricted Definitive Certificates,
delivered at the closing in accordance with the
Underwriting
Agreement, shall be registered in the name or names designated by the
Underwriter.
Section 3.02.
Restrictive
Legends.
All
Applicable Certificates issued pursuant to the Agreement shall bear a legend
to
the following effect (the “Restricted
Legend”):
THIS
CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF,
THE
HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT
WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT);
AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM
ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH
FORM
TO THE PASS THROUGH TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
Section 3.03.
Amendment
of Sections 3.04 and 3.05 of the Basic Agreement.
Sections 3.04 and 3.05 of this Trust Supplement supersede and replace
Sections 3.04 and 3.05 of the Basic Agreement, with respect to the
Applicable Trust.
Section 3.04.
Transfer
and Exchange.
The
Trustee shall cause to be kept at the office or agency to be maintained by
it in
accordance with the provisions of Section 7.12 of the Basic Agreement a
register (the “Register”)
of the
Applicable Certificates in which, subject to such reasonable regulations as
it
may prescribe, the Trustee shall provide for the registration of such Applicable
Certificates and of transfers and exchanges of such Applicable Certificates
as
herein provided. The Trustee shall initially be the registrar (the “Registrar”)
for
the purpose of registering such Applicable Certificates and transfers and
exchanges of such Applicable Certificates as herein provided.
All
Applicable Certificates issued upon any registration of transfer or exchange
of
Applicable Certificates shall be valid obligations of the Applicable Trust,
evidencing the same interest therein, and entitled to the same benefits under
this Agreement, as the Applicable Certificates surrendered upon such
registration of transfer or exchange.
An
Applicable Certificateholder may transfer, in whole or in part, an Applicable
Certificate, or request that an Applicable Certificate be exchanged, in whole
or
in part, for Applicable Certificates in authorized denominations in an aggregate
Fractional Undivided Interest equal to the Fractional Undivided Interest of
such
Applicable Certificate surrendered for
exchange
of other authorized denominations, by surrender of such Applicable Certificate
to the Trustee with the form of transfer notice thereon duly completed and
executed, and otherwise complying with the terms of the Agreement, including
providing evidence of compliance with any restrictions on transfer, in form
satisfactory to the Trustee and the Registrar. No such transfer shall be
effected until, and such transferee shall succeed to the rights of an Applicable
Certificateholder only upon, final acceptance and registration of the transfer
by the Registrar in the Register. Prior to the registration of any transfer
by
an Applicable Certificateholder as provided herein, the Trustee shall treat
the
person in whose name the Applicable Certificate is registered as the owner
thereof for all purposes, and the Trustee shall not be affected by notice to
the
contrary. When Applicable Certificates are presented to the Registrar with
a
request to register the transfer thereof or to exchange them for other
authorized denominations of an Applicable Certificate in a Fractional Undivided
Interest equal to the aggregate Fractional Undivided Interest of Applicable
Certificates surrendered for exchange, the Registrar shall register the transfer
or make the exchange as requested if its requirements for such transactions
are
met.
The
Registrar shall not register the transfer or exchange of any Applicable
Certificate in the name of any Person unless and until evidence satisfactory
to
the Company and the Trustee that the conditions to any such transfer or exchange
set forth in Section 3.05 shall have been satisfied is submitted to them.
Such conditions shall be deemed satisfied with respect to a transfer
if the transferor and transferee duly execute and deliver to the
Trustee the transfer notice in the form attached to the Applicable
Certificates, unless the Company or the Trustee has a reasonable basis for
requesting additional evidence.
To
permit
registrations of transfers and exchanges in accordance with the terms,
conditions and restrictions hereof, the Trustee shall execute and authenticate
Applicable Certificates at the Registrar’s request. No service charge shall be
made to an Applicable Certificateholder for any registration of transfer or
exchange of Applicable Certificates, but the Trustee shall require payment
of a
sum sufficient to cover any tax or governmental charge that may be imposed
in
connection with any transfer or exchange of Applicable Certificates. All
Applicable Certificates surrendered for registration of transfer or exchange
shall be canceled and subsequently destroyed by the Trustee.
Section 3.05.
Special
Transfer Provisions.
(a) Transfers
Limited to QIBs.
If an
Applicable Certificate is to be transferred, the Registrar shall register the
transfer only if such transfer is being made to a proposed transferee who has
provided the transfer notice attached to the form of Applicable Certificate
stating that it is purchasing the Applicable Certificate for its own account
or
an account with respect to which it exercises sole investment discretion and
that it and any such account is a QIB within the meaning of
Rule 144A.
(b) Restricted
Legend.
Upon
the transfer, exchange or replacement of Applicable Certificates, the Registrar
shall deliver only Applicable Certificates that bear the Restricted
Legend.
(c) General.
By
acceptance of any Applicable Certificate, each Holder of such an Applicable
Certificate will be deemed to:
(i)
Represent
that it is accepting such Applicable Certificate for its own account or an
account with respect to which it exercises sole investment discretion and that
it and any such account is a QIB;
(ii)
Agree
that any sale or other transfer by it of any Applicable Certificate will only
be
made to a QIB;
(iii)
Agree
that it will deliver to each person to whom it transfers Applicable Certificates
notice of these restrictions on transfer of the Applicable Certificates;
(iv)
Agree
that no registration of the transfer of an Applicable Certificate will be made
unless the transferee completes and submits to the Trustee the form included
on
the reverse of the Applicable Certificate in which it states that it is
purchasing the Applicable Certificate for its own account or an account with
respect to which it exercises sole investment discretion and that it and any
such account is a QIB;
(v)
Understand
that the Applicable Certificates will bear a legend substantially to the effect
of the Restricted Legend;
(vi)
Acknowledge
that the Company, the Trustee, the Underwriter, and others will rely on the
truth and accuracy of the foregoing acknowledgments, representations, warranties
and agreements and agree that, if any of the acknowledgments, representations,
warranties and agreements deemed to have been made by its purchase of the
Applicable Certificates is no longer accurate, it shall promptly notify the
Company, the Trustee and the Underwriter. If it is acquiring any Applicable
Certificates as a fiduciary or agent of one or more investor accounts, it
represents that it has sole investment discretion with respect to each such
investor account and that it has full power to make the foregoing
acknowledgments, representations and agreements on behalf of each such investor
account;
(vii)
Acknowledge
that the foregoing restrictions apply to holders of beneficial interests in
the
Applicable Certificates as well as to registered holders of Applicable
Certificates; and
(viii)
Acknowledge
that the Trustee will not be required to accept for registration of transfer
any
Applicable Certificate unless evidence satisfactory to the Company and the
Trustee that the restrictions on transfer set forth herein have been complied
with is submitted to them.
Until
such time as no Applicable Certificates remain Outstanding, the Registrar shall
retain copies of all letters, notices and other written communications received
pursuant to this Section 3.05. The Trustee, if not the Registrar at such
time, shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.
STATEMENTS
TO APPLICABLE CERTIFICATEHOLDERS
Section 4.01.
[Reserved].
Section 4.02.
Statements
to Applicable Certificateholders.
(a) On each Distribution Date, the Trustee will include with each
distribution to Applicable Certificateholders of a Scheduled Payment or Special
Payment, as the case may be, a statement setting forth the information provided
below. Such statement shall set forth (per $1,000 face amount Applicable
Certificate as to (ii) and (iii) below) the following information:
(i) the
aggregate amount of funds distributed on such Distribution Date under the
Agreement, indicating the amount allocable to each source;
(ii) the
amount of such distribution under the Agreement allocable to principal and
the
amount allocable to Premium and Break Amount, if any;
(iii) the
amount of such distribution under the Agreement allocable to
interest;
(iv) the
Pool
Balance and the Pool Factor; and
(v) the
LIBOR
rates and the resulting Stated Interest Rate on the Applicable Certificates
for
the current and immediately preceding Interest Periods.
(b) Within
a
reasonable period of time after the end of each calendar year but not later
than
the latest date permitted by law, the Trustee shall furnish to each Person
who
at any time during such calendar year was an Applicable Certificateholder of
record a statement containing the sum of the amounts determined pursuant to
clauses (a)(i), (a)(ii) and (a)(iii) above for such calendar year or, in
the event such Person was an Applicable Certificateholder of record during
a
portion of such calendar year, for such portion of such calendar year, and
such
other items as are readily available to the Trustee and which an Applicable
Certificateholder shall reasonably request as necessary for the purpose of
such
Applicable Certificateholder’s preparation of its U.S. federal income tax
returns. Such statement and such other items shall be prepared on the basis
of
information supplied to the Trustee by the Applicable
Certificateholders.
(c) Promptly
following the date of any early redemption or purchase of, or any default in
the
payment of principal or interest in respect of, any of the Equipment Notes
held
in the Applicable Trust, the Trustee shall furnish to Applicable
Certificateholders of record on such date a statement setting forth (x) the
expected Pool Balances for each subsequent Regular Distribution Date,
(y) the related Pool Factors for such Regular Distribution Dates and
(z) the expected principal distribution schedule of the Equipment Note held
as Trust Property at the date of such notice.
(d) This
Section 4.02 supersedes and replaces Section 4.03 of the Basic
Agreement, with respect to the Applicable Trust.
Section 4.03.
Distributions
from Special Payments Account.
(a) On
each
Special Distribution Date with respect to any Special Payment or as soon
thereafter as the Trustee has confirmed receipt of any Special Payments due
on
the Equipment Note held (subject to the Intercreditor Agreement) in the
Applicable Trust or realized upon the sale of such Equipment Note, the Trustee
shall distribute out of the Special Payments Account the entire amount of such
Special Payment deposited therein pursuant to Section 4.01(b) of the Basic
Agreement. There shall be so distributed to each Applicable Certificateholder
of
record on the Record Date with respect to such Special Distribution Date (other
than as provided in Section 11.01 of the Basic Agreement concerning the
final distribution) by check mailed to such Applicable Certificateholder, at
the
address appearing in the Register, such Applicable Certificateholder’s pro rata
share (based on the Fractional Undivided Interest in the Applicable Trust held
by such Applicable Certificateholder) of the total amount in the Special
Payments Account on account of such Special Payment.
(b) The
Trustee shall, at the expense of the Company, cause notice of each Special
Payment to be mailed to each Applicable Certificateholder at his address as
it
appears in the Register. In the event of redemption or purchase of the Equipment
Note held in the Applicable Trust, such notice shall be mailed not less than
15
days prior to the Special Distribution Date for the Special Payment resulting
from such redemption or purchase, which Special Distribution Date shall be
the
date of such redemption or purchase. In the case of any other Special Payments,
such notice shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment, stating the
Special Distribution Date for such Special Payment which shall occur not less
than 15 days after the date of such notice and as soon as practicable
thereafter. Notices mailed by the Trustee shall set forth:
(i) the
Special Distribution Date and the Record Date therefor (except as otherwise
provided in Section 11.01 of the Basic Agreement),
(ii) the
amount of the Special Payment for each $1,000 face amount Applicable Certificate
and the amount thereof constituting principal, Premium or Break Amount, if
any,
and interest,
(iii) the
reason for the Special Payment, and
(iv) if
the
Special Distribution Date is the same date as a Regular Distribution Date,
the
total amount to be received on such date for each $1,000 face amount Applicable
Certificate.
If
the
amount of Premium or Break Amount, if any, payable upon the redemption or
purchase of the Equipment Note has not been calculated at the time that the
Trustee mails notice of a Special Payment, it shall be sufficient if the notice
sets forth the other amounts to be distributed and states that any Premium
or
Break Amount received will also be distributed.
If
any
redemption of the Equipment Note held in the Applicable Trust is canceled,
the
Trustee, as soon as possible after learning thereof, shall cause notice thereof
to be mailed to each Applicable Certificateholder at its address as it appears
on the Register.
(c) This
Section 4.03 supersedes and replaces Section 4.02(b) and
Section 4.02(c) of the Basic Agreement in their entirety, with respect to
the Applicable Trust.
Section 4.04.
Limitation
of Liability for Payments.
Section 3.09 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase “, the Loan Trustees, the Owner
Trustees or the Owner Participants” in the second sentence thereof and adding in
lieu thereof “or the Loan Trustees”.
DEFAULT
Section 5.01.
Purchase
Rights of Certificateholders.
(a) At
any time after the occurrence and during the continuation of a Triggering Event,
each Applicable Certificateholder (other than the Company or any of its
Affiliates) shall have the right to purchase, for the purchase prices set forth
in the Class G Trust Agreement all, but not less than all, of the Class G
Certificates upon ten days’ written notice to the Class G Trustee and each other
Applicable Certificateholder; provided
that (i)
if prior to the end of such ten-day period any other Applicable
Certificateholder (other than the Company or any of its Affiliates) notifies
such purchasing Applicable Certificateholder that such other Applicable
Certificateholder (other than the Company or any of its Affiliates) wants to
participate in such purchase, then such other Applicable Certificateholder
may
join with the purchasing Applicable Certificateholder to purchase all, but
not
less than all, of the Class G Certificates pro rata based on the Fractional
Undivided Interest in the Applicable Trust held by each such Applicable
Certificateholder and (ii) if prior to the end of such ten-day period any other
Applicable Certificateholder fails to notify the purchasing Applicable
Certificateholder of such other Applicable Certificateholder’s desire to
participate in such a purchase, then such other Applicable Certificateholder
shall lose its right to purchase the Class G Certificates pursuant to this
Section 5.01(a).
As
used
in this Section 5.01 and elsewhere in this Trust Supplement, the terms
“Class G Trust Agreement”, “Class G Certificateholder”, “Class G
Trust” and “Class G Trustee” shall have the respective meanings assigned to
such terms in the Intercreditor Agreement.
(b) Following
any purchase of the Class G Certificates pursuant to Section 5.01(a) above,
the
purchasing Applicable Certificateholders shall have the right to surrender
the
Policy to the Policy Provider for cancellation (thereby releasing the Policy
Provider from its obligations under the Policy) and to pay (or cause to be
paid)
both of the following: (i) to the Policy Provider, to the extent not paid
otherwise, all Policy Provider Amounts (other than Certain Excess Reimbursement
Obligations) and (ii) to the Primary Liquidity Provider all outstanding
Liquidity Obligations in accordance with the terms and conditions set forth
in
the Other Agreement. Upon such surrender and payments, the Primary Liquidity
Facility shall be terminated in accordance therewith. Following any such
surrender of the Policy to the Policy Provider for cancellation and payment
of
the Policy Provider Amounts (other than Certain Excess Reimbursement
Obligations) and the Liquidity Obligations, the Class G Certificates shall
no
longer be entitled to the benefits of the Policy or the Primary Liquidity
Facility.
As
used
in this Section 5.01 and elsewhere in this Trust Supplement, the term
“Policy” shall have the meaning assigned to such term in the Intercreditor
Agreement.
(c) This
Section 5.01 supersedes and replaces Section 6.01(b) of the Basic
Agreement, with respect to the Applicable Trust.
Section 5.02.
Amendment
of Section 6.05 of the Basic Agreement.
Section 6.05 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by deleting the phrase “and thereby annul any Direction given
by such Certificateholders or the Trustee to such Loan Trustee with respect
thereto”, set forth in the first sentence thereof.
THE
TRUSTEE
Section 6.01.
Delivery
of Documents; Delivery Dates.
(a) The Trustee is hereby directed (i) to execute and deliver
the Intercreditor Agreement and the NPA on or prior to the Issuance Date, each
in the form delivered to the Trustee by the Company, and (ii) subject to
the respective terms thereof, to perform its obligations thereunder. Upon
request of the Company and the satisfaction or waiver of the closing conditions
specified in the Underwriting Agreement, the Trustee shall execute, deliver,
authenticate, issue and sell Applicable Certificates in authorized denominations
equaling in the aggregate the amount set forth, with respect to the Applicable
Trust, in Schedule I to the Underwriting Agreement evidencing the entire
ownership interest in the Applicable Trust, which amount equals the maximum
aggregate principal amount of Equipment Notes which may be purchased by the
Trustee pursuant to the NPA. Except as provided in Sections 3.03 and 3.06
of the Basic Agreement and Sections 3.04 and 3.05 of this Trust Supplement,
the Trustee shall not execute, authenticate or deliver Applicable Certificates
in excess of the aggregate amount specified in this paragraph. The provisions
of
this Section 6.01(a) supersede and replace the first sentence of
Section 3.02(a) of the Basic Agreement, with respect to the Applicable
Trust.
(b) All
provisions of the Basic Agreement relating to Postponed Notes and
Section 2.02 of the Basic Agreement shall not apply to the Applicable
Trust.
(c) The
Trustee acknowledges its acceptance of all right, title and interest in and
to
the Trust Property to be acquired pursuant to the NPA, and declares that it
holds and will hold such right, title and interest for the benefit of all
present and future Applicable Certificateholders, upon the trusts set forth
in
the Agreement. By its acceptance of an Applicable Certificate, each initial
Applicable Certificateholder, as a grantor of the Applicable Trust, joins with
the Trustee in the creation of the Applicable Trust. The provisions of this
Section 6.01(c) supersede and replace the provisions of Section 2.03
of the Basic Agreement, with respect to the Applicable Trust.
Section 6.02.
The
Trustee.
(a) Subject to Section 6.03 of this Trust Supplement and
Section 7.15 of the Basic Agreement, 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 NPA or the due execution hereof or thereof by
the
Company or the other parties thereto (other than the Trustee), or for or in
respect of the recitals and statements contained herein or therein, all of
which
recitals and statements are made solely by the Company, except that the Trustee
hereby represents and warrants that each of this Trust Supplement, the Basic
Agreement, each Applicable Certificate, the Intercreditor Agreement and the
NPA
has been executed and
delivered
by one of its officers who is duly authorized to execute and deliver such
document on its behalf.
(b) Except
as
herein otherwise provided and except during the continuation of an Event of
Default in respect of the Applicable Trust created hereby, 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 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
Agreement, as fully to all intents as if the same were herein set forth at
length.
Section 6.03.
Representations
and Warranties of the Trustee.
The
Trustee hereby represents and warrants that:
(a) the
Trustee has full power, authority and legal right to execute, deliver and
perform this Trust Supplement, the Intercreditor Agreement and the Note
Documents to which it is or is to become a party and has taken all necessary
action to authorize the execution, delivery and performance by it of this Trust
Supplement, the Intercreditor Agreement and the Note Documents to which it
is or
is to become a party;
(b) the
execution, delivery and performance by the Trustee of this Trust Supplement,
the
Intercreditor Agreement and the Note Documents to which it is or is to become
a
party (i) will not violate any provision of any United States federal law
or the law of the state of the United States where it is located governing
the
banking and trust powers of the Trustee or any order, writ, judgment, or decree
of any court, arbitrator or governmental authority applicable to the Trustee
or
any of its assets, (ii) will not violate any provision of the articles of
association or by-laws of the Trustee, and (iii) will not violate any
provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any lien on any properties
included in the Trust Property pursuant to the provisions of any mortgage,
indenture, contract, agreement or other undertaking to which it is a party,
which violation, default or lien could reasonably be expected to have an adverse
effect on the Trustee’s performance or ability to perform its duties hereunder
or thereunder or on the transactions contemplated herein or
therein;
(c) the
execution, delivery and performance by the Trustee of this Trust Supplement,
the
Intercreditor Agreement and the Note Documents to which it is or is to become
a
party will not require the authorization, consent, or approval of, the giving
of
notice to, the filing or registration with, or the taking of any other action
in
respect of, any governmental authority or agency of the United States or the
state of the United States where it is located regulating the banking and
corporate trust activities of the Trustee; and
(d) this
Trust Supplement, the Intercreditor Agreement and the Note Documents to which
it
is or is to become a party have been, or will be, as applicable, duly executed
and delivered by the Trustee and constitute, or will constitute, as applicable,
the legal, valid and binding agreements of the Trustee, enforceable against
it
in accordance with their respective terms; provided,
however,
that
enforceability may be limited by
(i) applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
the
rights of creditors generally and (ii) general principles of
equity.
Section 6.04.
Trustee
Liens.
The
Trustee in its individual capacity agrees, in addition to the agreements
contained in Section 7.17 of the Basic Agreement, that it will at its own
cost and expense promptly take any action as may be necessary to duly discharge
and satisfy in full any Trustee’s Liens on or with respect to the Trust Property
which is attributable to the Trustee in its individual capacity and which is
unrelated to the transactions contemplated by the Intercreditor Agreement or
the
NPA.
ADDITIONAL
AMENDMENTS; SUPPLEMENTAL AGREEMENTS
Section 7.01.
Amendment
of Section 2.01 of the Basic Agreement.
Section 2.01(b) of the Basic Agreement shall be amended, with respect to
the Applicable Trust, by replacing the phrase “related Aircraft” in
clause (11) thereof with the phrase “related Pledged Spare
Parts”.
Section 7.02.
Amendment
of Section 2.04 of the Basic Agreement.
Section 2.04 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, by replacing the term “Aircraft” with the term “Pledged Spare
Parts” in both locations where the term “Aircraft” appears.
Section 7.03.
Amendment
of Section 5.02 of the Basic Agreement.
Section 5.02(a) of the Basic Agreement shall be amended in its entirety,
with respect to the Applicable Trust, to read as follows:
“(a) the
corporation formed by such consolidation or into which the Company is merged
or
the Person that acquires by conveyance, transfer or lease substantially all
of
the assets of the Company as an entirety shall be (i) organized and validly
existing under the laws of the United States of America or any state thereof
or
the District of Columbia, (ii) a “citizen of the United States” as defined
in 49 U.S.C. § 40102(a)(15), as amended, and (iii) a United States
certificated air carrier, if and so long as such status is a condition of
entitlement to the benefits of Section 1110 of the Bankruptcy Reform Act of
1978, as amended (11 U.S.C. § 1110), with respect to the Pledged Spare
Parts;”.
Section 7.04.
Amendment
of Section 6.05 of the Basic Agreement.
Section 6.05(2) of the Basic Agreement shall be amended in its entirety,
with respect to the Applicable Trust, to read as follows:
“(2) in
the
payment of the principal of, Premium or Break Amount, if any, or interest on
the
Equipment Notes held in the Applicable Trust, or”.
Section 7.05
Amendment
of Section 7.02 of the Basic Agreement.
Section 7.02 of the Basic Agreement shall be amended in its entirety, with
respect to the Applicable Trust, to read as follows:
“Section 7.02.
Notice
of Defaults.
As
promptly as practicable after, and in any event within 90 days after, the
occurrence of any default (as such term is defined below) hereunder known to
the
Trustee, the Trustee shall transmit by mail to the Company, the Loan Trustee
and
the Applicable Certificateholders in accordance with Section 313(c) of the
Trust Indenture Act, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided,
however,
that,
except in the case of a default in the payment of the principal, Premium, if
any, Break Amount, if any, or interest on the Equipment Note, the Trustee shall
be protected in withholding such notice if and so long as the board of
directors, the executive committee or a trust committee of directors and/or
Responsible Officers of the Trustee in good faith shall determine that the
withholding of such notice is in the interests of the Applicable
Certificateholders. For the purpose of this Section 7.02 in respect of the
Applicable Trust, the term “default”
means
any event that is, or after notice or lapse of time or both would become, an
Event of Default in respect of the Applicable Trust.”
Section 7.06.
Supplemental
Agreements Without Consent of Applicable Certificateholders.
Without
limitation of Section 9.01 of the Basic Agreement, under the terms of, and
subject to the limitations contained in, Section 9.01 of the Basic
Agreement, the Company may (but will not be required to), and the Trustee
(subject to Section 9.03 of the Basic Agreement) shall, at the Company’s
request, at any time and from time to time enter into one or more agreements
supplemental to the NPA or the Reference Agency Agreement for any of the
purposes set forth in clauses (1) through (9) of such Section 9.01,
and (without limitation of the foregoing or Section 9.01 of the Basic
Agreement) (a) clauses (2) and (3) of such Section 9.01 shall
also be deemed to include the Company’s obligations under (in the case of
clause (2)), and the Company’s rights and powers conferred by (in the case
of clause (3)), the NPA or the Reference Agency Agreement and
(b) references in clauses (4), (6) and (7) of such Section 9.01
to “any Intercreditor Agreement or any Liquidity Facility” shall also be deemed
to refer to “the Intercreditor Agreement, the Reference Agency Agreement or the
NPA”.
Section 7.07.
Supplemental
Agreements with Consent of Applicable Certificateholders.
Without
limitation of Section 9.02 of the Basic Agreement, the provisions of
Section 9.02 of the Basic Agreement shall apply to agreements or amendments
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Reference Agency Agreement or the
NPA
or modifying in any manner the rights and obligations of the Applicable
Certificateholders under the Reference Agency Agreement or the NPA.
Section 7.08.
Consent
of Holders of Certificates Issued under Other Trust.
Notwithstanding any provision in Section 7.06 or Section 7.07 of this
Trust Supplement to the contrary, no amendment or modification of
Section 5.01 of this Trust Supplement shall be effective unless the Other
Trustee of the Certificates issued by the Other Trust that are affected by
such
amendment or modification shall have consented thereto.
Section
7.09. Amendment
of Section 12.11 of the Basic Agreement.
Section 12.11 of the Basic Agreement shall be amended, with respect to the
Applicable Trust, in its entirety to read as follows: “In any case where any
Regular Distribution Date or Special Distribution Date relating to any
Certificate of any series shall not be a Business Day with respect to such
series, then (notwithstanding any other provision of this Agreement) payment
need
not
be made on such date, but may be made on the next succeeding Business Day with
the same force and effect as if made on such Regular Distribution Date or
Special Distribution Date, and interest shall accrue during the intervening
period.”
MISCELLANEOUS
PROVISIONS
Section 8.01.
Basic
Agreement Ratified.
Except
and so far as herein expressly provided, all of the provisions, terms and
conditions of the Basic Agreement are in all respects ratified and confirmed;
and the Basic Agreement and this Trust Supplement shall be taken, read and
construed as one and the same instrument. All replacements of provisions of,
and
other modifications of the Basic Agreement set forth in this Trust Supplement
are solely with respect to the Applicable Trust.
Section 8.02.
GOVERNING
LAW.
THE
AGREEMENT AND THE APPLICABLE CERTIFICATES HAVE BEEN DELIVERED IN THE STATE
OF
NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. THIS
SECTION 8.02 SUPERSEDES AND REPLACES SECTION 12.05 OF THE BASIC
AGREEMENT,
WITH
RESPECT TO THE APPLICABLE TRUST.
Section 8.03.
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.
Section 8.04.
Intention
of Parties.
The
parties hereto intend that the Applicable Trust be classified for U.S. federal
income tax purposes as a grantor trust under Subpart E, Part I of Subchapter
J
of the Internal Revenue Code of 1986, as amended, and not as a trust or
association taxable as a corporation or as a partnership. Each Applicable
Certificateholder and Investor, by its acceptance of its Applicable Certificate
or a beneficial interest therein, agrees to treat the Applicable Trust as a
grantor trust for all U.S. federal, state and local income tax purposes. The
powers granted and obligations undertaken pursuant to the Agreement shall be
so
construed so as to further such intent.
IN
WITNESS WHEREOF, the Company and the Trustee have caused this Trust Supplement
to be duly executed by their respective officers thereto 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: | ||
FORM
OF
CERTIFICATE
Certificate
No.
THIS
CERTIFICATE IS SUBJECT TO TRANSFER RESTRICTIONS. BY ITS ACQUISITION HEREOF,
THE
HOLDER (1) REPRESENTS THAT IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT); (2) AGREES THAT IT
WILL NOT RESELL OR OTHERWISE TRANSFER THIS CERTIFICATE EXCEPT TO A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT);
AND (3) AGREES THAT IF IT SHOULD RESELL OR OTHERWISE TRANSFER THIS
CERTIFICATE IT WILL DELIVER TO EACH PERSON TO WHOM THIS CERTIFICATE IS
TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION
WITH ANY TRANSFER OF THIS CERTIFICATE, THE TRANSFEREE MUST COMPLETE THE FORM
ON
THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH TRANSFER AND SUBMIT SUCH
FORM
TO THE PASS THROUGH TRUSTEE. THE PASS THROUGH TRUST AGREEMENT CONTAINS A
PROVISION REQUIRING THE REGISTRAR TO REFUSE TO REGISTER ANY TRANSFER OF THIS
CERTIFICATE IN VIOLATION OF THE FOREGOING RESTRICTIONS.
CONTINENTAL
AIRLINES PASS THROUGH TRUST 2006-1B
Continental
Airlines
Pass
Through Certificates, Series 2006-1B
Issuance
Date: June 9, 2006
Final
Expected Distribution Date: June 2, 2013
Evidencing
A Fractional Undivided Interest In The Continental Airlines Pass Through Trust
2006-1B, The Property Of Which Shall Include An Equipment Note Secured By
Pledged Spare Parts Owned By Continental Airlines, Inc.
$____________
Fractional Undivided Interest
representing
0.000769231% of the Trust per $1,000 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, 2006-1B (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”),
between the Trustee and Continental Airlines, Inc., a Delaware corporation
(the
“Company”),
as
supplemented by Trust Supplement No. 2006-1B thereto, dated as of June 9,
2006 (the “Trust
Supplement”
and,
together with the Basic Agreement, the “Agreement”),
between the Trustee and the Company, 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 2006-1B” (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 holder
of
this Certificate (the “Certificateholder”
and,
together with all other holders of Certificates issued by the Trust, the
“Certificateholders”)
assents to and agrees to be bound by the provisions of the Agreement and the
Intercreditor Agreement. The property of the Trust includes an Equipment Note
and all rights of the Trust to receive payments under the Intercreditor
Agreement and the NPA (the “Trust
Property”).
The
Equipment Note is secured by, among other things, a security interest in certain
aircraft spare parts owned by 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 March 2, June 2, September 2 and December 2 of each year (or, in any such
case, if not a Business Day, the next succeeding Business Day) (each, a
“Regular
Distribution Date”)
commencing on September 2, 2006, 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 Note 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 Note 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 Note, 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 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 Special Distribution
Date
and 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 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, privileges, 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 or integral
multiples of $1,000 in excess 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.
Each
Certificateholder and Investor, by its acceptance of this Certificate or a
beneficial interest herein, agrees to treat the Trust as a grantor trust for
all
U.S. federal, state and local income tax purposes.
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 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 an interest herein are
exempt from the prohibited transaction restrictions of ERISA and the Code
pursuant to one or more prohibited transaction statutory or administrative
exemptions.
By
acceptance of this Certificate, each Certificateholder will be deemed to:
(i) Represent
that it is accepting this Certificate for its own account or an account with
respect to which it exercises sole investment discretion and that it and any
such account is a QIB;
(ii)
Agree
that any sale or other transfer by it of this Certificate will only be made
to a
QIB;
(iii) Agree
that it will deliver to each person to whom it transfers this Certificate notice
of these restrictions on transfer of this Certificate;
(iv) Agree
that no registration of the transfer of a Certificate will be made unless the
transferee completes and submits to the Trustee the form included on
the
reverse
of this Certificate in which it states that it is purchasing this Certificate
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a QIB;
(v) Understand
that this Certificate will bear a legend substantially to the effect of the
Restricted Legend;
(vi) Acknowledge
that the Company, the Trustee, the Underwriter, and others will rely on the
truth and accuracy of the foregoing acknowledgments, representations, warranties
and agreements and agree that, if any of the acknowledgments, representations,
warranties and agreements deemed to have been made by its purchase of this
Certificate is no longer accurate, it shall promptly notify the Company, the
Trustee and the Underwriter. If it is acquiring this Certificate as a fiduciary
or agent of one or more investor accounts, it represents that it has sole
investment discretion with respect to each such investor account and that it
has
full power to make the foregoing acknowledgments, representations and agreements
on behalf of each such investor account;
(vii) Acknowledge
that the foregoing restrictions apply to holders of beneficial interests in
this
Certificate as well as to registered holders of this Certificate; and
(viii) Acknowledge
that the Trustee will not be required to accept for registration of transfer
this Certificate unless evidence satisfactory to the Company and the Trustee
that the restrictions on transfer set forth herein have been complied with
is
submitted to them.
THE
AGREEMENT AND THIS CERTIFICATE HAVE BEEN DELIVERED IN THE STATE OF NEW YORK
AND
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF
NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
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.
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CONTINENTAL
AIRLINES PASS THROUGH
TRUST
2006-1B
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||
| |
|
|
| By: |
WILMINGTON
TRUST COMPANY,
as Trustee
|
|
| By: | ||
|
Name: |
||
| Title: | ||
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
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||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
TRANSFER
NOTICE
FORM
OF
TRANSFER NOTICE
FOR
VALUE
RECEIVED the undersigned registered holder hereby sell(s), assign(s) and
transfer(s) unto
Insert
Taxpayer Identification No.
please
print or typewrite name and address including zip code of assignee
the
within Certificate and all rights thereunder, hereby irrevocably constituting
and appointing
attorney
to transfer said Certificate on the books of the Registrar with full power
of
substitution in the premises.
In
connection with any transfer of this Certificate, the undersigned
confirms:
The
Registrar shall not be obligated to register this Certificate in the name of
any
Person other than the Holder hereof unless and until the conditions to any
such
transfer of registration set forth herein and in Section 3.05 of the Trust
Supplement shall have been satisfied.
|
Date:[___________,
__]
|
[Name
of
Transferor]
|
|
NOTE:
The signature must correspond with the name as written upon the
face of
the within-mentioned instrument in every particular, without alteration
or
any change whatsoever.
|
Signature
Guarantee: ______________________
TO
BE
COMPLETED BY PURCHASER
The
undersigned represents and warrants that it is purchasing this Certificate
for
its own account or an account with respect to which it exercises sole investment
discretion and that it and any such account is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as
amended.
In
addition, the undersigned has reviewed this Certificate and makes the
representations, agreements, understandings and acknowledgments deemed made
by a
Person acquiring or accepting this Certificate as set forth
therein.
|
Date:[___________,
__]
|
|
|
NOTE:
To be executed by an executive
officer.
|
