DEPOSIT AGREEMENT (Class B) Dated as of April 10, 2007 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and CREDIT SUISSE, NEW YORK BRANCH as Depositary
(Class
B)
Dated
as
of April 10, 2007
between
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION
as
Escrow
Agent
and
CREDIT
SUISSE, NEW YORK BRANCH
as
Depositary
Page
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SECTION
1.1 Acceptance of Depositary
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2
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SECTION
1.2 Establishment of Accounts
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2
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SECTION
2.1 Deposits
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2
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SECTION
2.2 Interest
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2
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SECTION
2.3 Withdrawals
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3
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SECTION
2.4 Other Accounts
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4
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SECTION
3. Termination
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4
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SECTION
4. Payments
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4
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SECTION
5. Representation and Warranties
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5
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SECTION
6. Transfer
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6
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SECTION
7. Amendment, Etc.
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6
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SECTION
8. Notices
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6
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SECTION
9. Obligations Unconditional
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7
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SECTION
10. Entire Agreement
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7
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SECTION
11. Governing Law
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7
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SECTION
12. Waiver of Jury Trial Right
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7
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SECTION
13. Counterparts
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7
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SECTION
14. Head Office Obligation
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7
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SECTION
15. Rights of Receiptholders
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7
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DEPOSIT
AGREEMENT (Class B) dated as of April 10, 2007 (as amended, modified or
supplemented from time to time, this “Agreement”)
between ▇▇▇▇▇ FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking
association, as Escrow Agent under the Escrow and Paying Agent Agreement
referred to below (in such capacity, together with its successors in such
capacity, the “Escrow
Agent”),
and
CREDIT SUISSE, NEW YORK BRANCH, a branch of Credit Suisse, organized and
existing under the laws of Switzerland and licensed under the laws of the State
of New York, as depositary bank (the “Depositary”).
W
I T
N E S S E T H
WHEREAS,
Continental Airlines, Inc. (“Continental”)
and
Wilmington Trust Company, not in its individual capacity except as otherwise
expressly provided therein, but solely as trustee (in such capacity, together
with its successors in such capacity, the “Pass
Through Trustee”)
have
entered into a Trust Supplement, dated as of April 10, 2007 (the “Trust
Supplement”)
to the
Pass Through Trust Agreement dated as of September 25, 1997 (together, as
amended, modified or supplemented from time to time in accordance with the
terms
thereof, the “Pass
Through Trust Agreement”)
relating to Continental Airlines Pass Through Trust 2007-1B-O pursuant to which
the Continental Airlines Pass Through Trust, Series 2007-1B-O Certificates
referred to therein (the “Certificates”)
are
being issued (the date of such issuance, the “Issuance
Date”);
WHEREAS,
Continental and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated, Credit Suisse Securities
(USA) LLC, ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, Citigroup
Global Markets Inc., UBS Securities LLC, Calyon Securities (USA) Inc. and ▇.▇.
▇▇▇▇▇▇ Securities Inc. (collectively, the “Underwriters”
and,
together with their respective transferees and assigns as registered owners
of
the Certificates, the “Investors”)
have
entered into an Underwriting Agreement dated as of March 27, 2007 pursuant
to
which the Pass Through Trustee will issue and sell the Certificates to the
Underwriters;
WHEREAS,
Continental, the Pass Through Trustee, certain other pass through trustees
and
certain other persons concurrently herewith are entering into the Note Purchase
Agreement, dated as of the date hereof (the “Note
Purchase Agreement”),
pursuant to which the Pass Through Trustee has agreed to acquire from time
to
time on or prior to the Delivery Period Termination Date (as defined in the
Note
Purchase Agreement) equipment notes (the “Equipment
Notes”)
issued
to finance the acquisition of aircraft by Continental, as owner, utilizing
a
portion of the proceeds from the sale of the Certificates (the “Net
Proceeds”);
WHEREAS,
the Escrow Agent, the Underwriters, the Pass Through Trustee and Wilmington
Trust Company, as paying agent for the Escrow Agent (in such capacity, together
with its successors in such capacity, the “Paying
Agent”)
concurrently herewith are entering into an Escrow and Paying Agent Agreement,
dated as of the date hereof (as amended, modified or supplemented from time
to
time in accordance with the terms thereof, the “Escrow
and Paying Agent Agreement”);
and
WHEREAS,
the Underwriters and the Pass Through Trustee intend that the Net Proceeds
be
held in escrow by the Escrow Agent on behalf of the Investors pursuant to the
Escrow and Paying Agent Agreement, subject to withdrawal upon request of and
proper certification by the Pass Through Trustee for the purpose of purchasing
Equipment Notes, and that pending such withdrawal the Net Proceeds be deposited
by the Escrow Agent with the Depositary pursuant to this Agreement, which
provides for the Depositary to pay interest for distribution to the Investors
and to establish accounts from which the Escrow Agent shall make withdrawals
upon request of and proper certification by the Pass Through
Trustee.
NOW,
THEREFORE, in consideration of the obligations contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
SECTION
1.1 Acceptance
of Depositary.
The
Depositary hereby agrees to act as depositary bank as provided herein and in
connection therewith to accept all amounts to be delivered to or held by the
Depositary pursuant to the terms of this Agreement. The Depositary further
agrees to hold, maintain and safeguard the Deposits and the Accounts (as defined
below) during the term of this Agreement in accordance with the provisions
of
this Agreement. The Escrow Agent shall not have any right to withdraw, assign
or
otherwise transfer moneys held in the Accounts except as permitted by this
Agreement.
SECTION
1.2 Establishment
of Accounts.
The
Escrow Agent hereby instructs the Depositary, and the Depositary agrees, to
establish the separate deposit accounts listed on Schedule I hereto and to
establish such additional separate deposit accounts as may be required in
connection with the deposits contemplated by Section 2.4 hereof (each, an
“Account”
and
collectively, the “Accounts”),
each
in the name of the Escrow Agent and all on the terms and conditions set forth
in
this Agreement.
SECTION
2.1 Deposits.
The
Escrow Agent shall direct the Underwriters to deposit with the Depositary on
the
date of this Agreement (the “Deposit
Date”)
in
Federal (same day) funds by wire transfer to: Credit Suisse, New York Branch,
Reference: Continental 2007-1B, and the Depositary shall accept from the
Underwriters, on behalf of the Escrow Agent, the sum of US$221,850,000. Upon
acceptance of such sum, the Depositary shall (i) establish each of the deposits
specified in Schedule I hereto maturing on October 31, 2009 (including any
deposit made pursuant to Section 2.4 hereof, individually, a “Deposit”
and,
collectively, the “Deposits”)
and
(ii) credit each Deposit to the related Account as set forth therein. No amount
shall be deposited in any Account other than the related Deposit.
SECTION
2.2 Interest.
Each
Deposit shall bear interest from and including the date of deposit to but
excluding the date of withdrawal at the rate of 6.903% per annum (computed
on
the basis of a year of twelve 30-day months) payable to the Paying Agent on
behalf of the Escrow Agent semi-annually in arrears on each April 19 and October
19, commencing on October 19, 2007 (each, an “Interest
Payment Date”),
and
on the date of the Final Withdrawal (as defined below), or the date of the
Replacement Withdrawal (as defined below), as applicable, all in accordance
with
the terms of this Agreement (whether or not any such Deposit is withdrawn on
an
Interest Payment Date). Interest accrued on any Deposit that is withdrawn
pursuant to a Notice of Purchase Withdrawal (as defined below) shall be paid
on
the
next
Interest Payment Date, notwithstanding any intervening Final Withdrawal (as
defined below).
SECTION
2.3 Withdrawals.
(a) On
and after the date seven days after the establishment of any Deposit, the Escrow
Agent may, by providing at least one Business Day's prior notice of withdrawal
to the Depositary in the form of Exhibit A hereto (a “Notice
of Purchase Withdrawal”),
withdraw not less than the entire balance of such Deposit, except that at any
time prior to the actual withdrawal of such Deposit, the Escrow Agent or the
Pass Through Trustee may, by notice to the Depositary, cancel such withdrawal
(including on the scheduled date therefor), and thereafter such Deposit shall
continue to be maintained by the Depositary in accordance with the original
terms thereof. Following such withdrawal the balance in the related Account
shall be zero and the Depositary shall close such Account. As used herein,
“Business
Day”
means
any day, other than a Saturday, Sunday or other day on which commercial banks
are authorized or required by law to close in New York, New York, Houston,
Texas
or Wilmington, Delaware. The Depositary may waive the foregoing requirement
that
any Deposit can only be withdrawn on or after seven days after the establishment
thereof, and may instead reserve the right, upon at least 14 days' prior written
notice to Continental, the Escrow Agent and the Pass Through Trustee, to require
seven days' notice for any withdrawal.
(b) (i)
The
Escrow Agent may, by providing at least 15 days' prior notice of withdrawal
to
the Depositary in the form of Exhibit B hereto (a “Notice
of Final Withdrawal”),
withdraw the entire amount of all of the remaining Deposits together with the
payment by the Depositary of all accrued and unpaid interest on such Deposits
to
but excluding the specified date of withdrawal (a “Final
Withdrawal”),
on
such date as shall be specified in such Notice of Final Withdrawal. If a Notice
of Final Withdrawal has not been given to the Depositary on or before October
9,
2009 (provided that, if a labor strike occurs or continues at The Boeing Company
after the Issuance Date and prior to September 30, 2009 (a “Labor
Strike”),
such
date shall be extended by adding thereto the number of days that such strike
continued in effect after the Issuance Date (the “Additional
Days”))
and
there are unwithdrawn Deposits on such date, the Depositary shall pay the amount
of the Final Withdrawal to the Paying Agent on October 31, 2009 (provided that
if a Labor Strike occurs or continues, such date shall be extended by the
Additional Days).
(ii)
The
Escrow Agent may, by providing at least five Business Days' prior notice of
withdrawal to the Depositary in the form of Exhibit C hereto (a “Notice
of Replacement Withdrawal”),
withdraw the entire amount of all Deposits then held by the Depositary together
with all accrued and unpaid interest on such Deposits (including Deposits
previously withdrawn pursuant to a Notice of Purchase Withdrawal) to but
excluding the specified date of withdrawal (a “Replacement
Withdrawal”),
on
such date as shall be specified in such Notice of Replacement
Withdrawal.
(c) If
the
Depositary receives a duly completed Notice of Purchase Withdrawal, Notice
of
Final Withdrawal or Notice of Replacement Withdrawal (each, a “Withdrawal
Notice”)
complying with the provisions of this Agreement, it shall make the payments
specified therein in accordance with the provisions of this
Agreement.
SECTION
2.4 Other
Accounts.
On the
date of withdrawal of any Deposit (other than the date of the Final Withdrawal
or Replacement Withdrawal), the Escrow Agent, or the Pass Through Trustee on
behalf of the Escrow Agent, shall re-deposit with the Depositary any portion
thereof not used to acquire Equipment Notes and the Depositary shall accept
the
same for deposit hereunder. Any sums so received for deposit shall be
established as a new Deposit and credited to a new Account, all as more fully
provided in Section 2.1 hereof, and thereafter the provisions of this Agreement
shall apply thereto as fully and with the same force and effect as if such
Deposit had been established on the Deposit Date except that (i) such Deposit
may not be withdrawn prior to the date seven days after the establishment
thereof and (ii) such Deposit shall mature on October 31, 2009 (provided that
if
a Labor Strike occurs or continues, such date shall be extended by the
Additional Days) and bear interest as provided in Section 2.2. The Depositary
shall promptly give notice to the Escrow Agent of receipt of each such
re-deposit and the account number assigned thereto.
SECTION
3. Termination.
This
Agreement shall terminate on the fifth Business Day after the later of the
date
on which (i) all of the Deposits shall have been withdrawn and paid as provided
herein without any re-deposit and (ii) all accrued and unpaid interest on the
Deposits shall have been paid as provided herein, but in no event prior to
the
date on which the Depositary shall have performed in full its obligations
hereunder.
SECTION
4. Payments.
All
payments (including, without limitation, those payments made in respect of
Taxes
(as defined and provided for below)) made by the Depositary hereunder shall
be
paid in United States Dollars and immediately available funds by wire transfer
(i) in the case of accrued interest on the Deposits payable under Section 2.2
hereof or any Final Withdrawal, directly to the Paying Agent at Wilmington
Trust
Company, Wilmington, DE, ABA# ▇▇▇▇▇▇▇▇▇, Account No. 080930-000, Attention:
▇▇▇▇▇ ▇▇▇▇▇, Telephone No.: (▇▇▇) ▇▇▇-▇▇▇▇, Reference: Continental Airlines
PTT,
Series 2007-1B, or to such other account as the Paying Agent may direct from
time to time in writing to the Depositary and the Escrow Agent and (ii) in
the
case of any withdrawal of one or more Deposits pursuant to a Notice of Purchase
Withdrawal or Notice of Replacement Withdrawal, directly to or as directed
by
the Pass Through Trustee as specified and in the manner provided in such Notice
of Purchase Withdrawal or Notice of Replacement Withdrawal. The Depositary
hereby waives any and all rights of set-off, combination of accounts, right
of
retention or similar right (whether arising under applicable law, contract
or
otherwise) it may have against the Deposits howsoever arising. All payments
on
or in respect of each Deposit shall be made free and clear of and without
reduction for or on account of any and all taxes, levies or other impositions
or
charges (collectively, “Taxes”).
However, if the Depositary or the Paying Agent (pursuant to Section 2.04 of
the
Escrow and Paying Agent Agreement) shall be required by law to deduct or
withhold any Taxes from or in respect of any sum payable hereunder, the
Depositary shall (i) make such deductions or withholding, (ii) pay the full
amount deducted or withheld (including in respect of such additional amounts)
to
the competent taxation authority and (iii) if the Taxes required to be
deducted or withheld are imposed by Switzerland or any political subdivision
thereof, pay such additional amounts as may be necessary in order that the
actual amount received by the designated recipient of such sum under this
Agreement or the Escrow and Paying Agent Agreement after such deduction or
withholding equals the sum it would have received had no such deduction or
withholding been required. If the date on which any payment due on any
Deposit
would otherwise fall on a day which is not a Business Day, such payment shall
be
made on the next succeeding Business Day, and no additional interest shall
accrue in respect of such extension.
SECTION
5. Representation
and Warranties.
The
Depositary hereby represents and warrants to Continental, the Escrow Agent,
the
Pass Through Trustee and the Paying Agent that:
(a) it
is a
banking corporation duly organized and validly existing in good standing under
the laws of its jurisdiction of organization and is duly qualified to conduct
banking business in the State of New York;
(b) it
has
full power, authority and legal right to conduct its business and operations
as
currently conducted and to enter into and perform its obligations under this
Agreement;
(c) the
execution, delivery and performance of this Agreement have been duly authorized
by all necessary corporate action on the part of it and do not require any
stockholder approval, or approval or consent of any trustee or holder of any
indebtedness or obligations of it, and this Agreement has been duly executed
and
delivered by it and constitutes its legal, valid and binding obligations
enforceable against it in accordance with the terms hereof;
(d) no
authorization, consent or approval of or other action by, and no notice to
or
filing with, any United States federal or state governmental authority or
regulatory body is required for the execution, delivery or performance by it
of
this Agreement;
(e) neither
the execution, delivery or performance by it of this Agreement, nor compliance
with the terms and provisions hereof, conflicts or will conflict with or results
or will result in a breach or violation of any of the terms, conditions or
provisions of, or will require any consent or approval under, any law,
governmental rule or regulation or the charter documents, as amended, or bylaws,
as amended, of it or any similar instrument binding on it or any order, writ,
injunction or decree of any court or governmental authority against it or by
which it or any of its properties is bound or of any indenture, mortgage or
contract or other agreement or instrument to which it is a party or by which
it
or any of its properties is bound, or constitutes or will constitute a default
thereunder or results or will result in the imposition of any lien upon any
of
its properties; and
(f) there
are
no pending or, to its knowledge, threatened actions, suits, investigations
or
proceedings (whether or not purportedly on behalf of it) against or affecting
it
or any of its property before or by any court or administrative agency which,
if
adversely determined, (i) would adversely affect the ability of it to perform
its obligations under this Agreement or (ii) would call into question or
challenge the validity of this Agreement or the enforceability hereof in
accordance with the terms hereof, nor is the Depositary in default with respect
to any order of any court, governmental authority,
arbitration
board or administrative agency so as to adversely affect its ability to perform
its obligations under this Agreement.
SECTION
6. Transfer.
Neither
party hereto shall be entitled to assign or otherwise transfer this Agreement
(or any interest herein) other than (in the case of the Escrow Agent) to a
successor escrow agent under the Escrow and Paying Agent Agreement, and any
purported assignment in violation thereof shall be void. This Agreement shall
be
binding upon the parties hereto and their respective successors and (in the
case
of the Escrow Agent) permitted assigns. Upon the occurrence of the Transfer
(as
defined below) contemplated by the Assignment and Assumption Agreement (as
defined below), the Pass Through Trustee shall (without further act) be deemed
to have transferred all of its right, title and interest in and to this
Agreement to the trustee of the Successor Trust (as defined below) and,
thereafter, the trustee of the Successor Trust shall be deemed to be the “Pass
Through Trustee” hereunder with the rights of the “Pass Through Trustee”
hereunder, and each reference herein to “Continental Airlines Pass Through Trust
2007-1B-O” shall be deemed to be a reference to “Continental Airlines Pass
Through Trust 2007-1B-S”. The Escrow Agent and the Depositary hereby acknowledge
and consent to the Transfer contemplated by the Assignment and Assumption
Agreement. For the purposes of this Section 6, “Transfer”
means
the transfer contemplated by the Assignment and Assumption Agreement;
“Assignment
and Assumption Agreement”
means
the Assignment and Assumption Agreement to be entered into between the Pass
Through Trustee and the trustee of the Successor Trust, substantially in the
form of Exhibit C to the Trust Supplement; and “Successor
Trust”
means
the Continental Airlines Pass Through Trust 2007-1B-S.
SECTION
7. Amendment,
Etc.
This
Agreement may not be amended, waived or otherwise modified except by an
instrument in writing signed by the party against whom the amendment, waiver
or
other modification is sought to be enforced and by the Pass Through
Trustee.
SECTION
8. Notices.
Unless
otherwise expressly provided herein, any notice or other communication under
this Agreement shall be in writing (including by facsimile) and shall be deemed
to be given and effective upon receipt thereof. All notices shall be sent to
(x)
in the case of the Depositary, Credit Suisse, New York Branch, ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇ ▇▇▇▇▇▇ (Telecopier: (▇▇▇)
▇▇▇-▇▇▇▇), with copies to ▇▇▇▇▇ ▇▇▇▇▇ (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) and ▇▇▇▇
▇▇▇▇▇▇▇▇ (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) at the foregoing address or (y) in the
case of the Escrow Agent, ▇▇▇▇▇ Fargo Bank Northwest, National Association,
▇▇▇
▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Corporate
Trust Services (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇), in each case, with a copy to the
Pass Through Trustee, Wilmington Trust Company, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇, Attention: Corporate Capital Market
Services (Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) and to Continental, Continental Airlines,
Inc., ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇-▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention: Treasurer
(Telecopier: (▇▇▇) ▇▇▇-▇▇▇▇) (or at such other address as any such party may
specify from time to time in a written notice to the parties hereto). On or
prior to the execution of this Agreement, the Escrow Agent has delivered to
the
Depositary a certificate containing specimen signatures of the representatives
of the Escrow Agent who are authorized to give notices and instructions with
respect to this Agreement. The Depositary may conclusively rely on such
certificate until the Depositary receives written notice from the Escrow Agent
to the contrary.
SECTION
9. Obligations
Unconditional.
The
Depositary hereby acknowledges and agrees that its obligation to repay each
Deposit together with interest thereon as provided herein is absolute,
irrevocable and unconditional and constitutes a full recourse obligation of
the
Depositary enforceable against it to the full extent of all of its assets and
properties.
SECTION
10. Entire
Agreement.
This
Agreement (including all attachments hereto) sets forth all of the promises,
covenants, agreements, conditions and understandings between the Depositary
and
the Escrow Agent with respect to the subject matter hereof and supersedes all
prior and contemporaneous agreements and undertakings, inducements or
conditions, express or implied, oral or written.
SECTION
11. Governing
Law.
This
Agreement, and the rights and obligations of the Depositary and the Escrow
Agent
with respect to the Deposits, shall be governed by, and construed in accordance
with, the laws of the State of New York and subject to the provisions of
Regulation D of the Board of Governors of the Federal Reserve System (or any
successor), as the same may be modified and supplemented and in effect from
time
to time.
SECTION
12. Waiver
of Jury Trial Right.
EACH OF
THE DEPOSITARY AND THE ESCROW AGENT ACKNOWLEDGES AND ACCEPTS THAT IN ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SUCH PARTY
IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.
SECTION
13. Counterparts.
This
Agreement may be executed in one or more counterparts, all of which taken
together shall constitute one instrument.
SECTION
14. Head
Office Obligation.
Credit
Suisse hereby agrees that the obligations of the Depositary hereunder are also
the obligations of Credit Suisse's Head Office in Zurich, Switzerland.
Accordingly, any beneficiary of this Agreement will be able to proceed directly
against Credit Suisse's Head Office in Zurich, Switzerland, if Credit Suisse's
New York Branch defaults in its obligation to such beneficiary under this
Agreement.
SECTION
15. Rights
of Receiptholders.
The
Depositary acknowledges that, if the Depositary shall fail to pay when due
hereunder any interest on the Deposits or the Final Withdrawal, the
“Receiptholders” (as defined in the Escrow and Paying Agent Agreement) shall
have the right to claim directly against the Depositary as provided in Section
15 of the Escrow and Paying Agent Agreement and that any such claim shall not
be
subject to defenses that the Depositary may have against the Escrow
Agent.
IN
WITNESS WHEREOF, the Escrow Agent and the Depositary have caused this Deposit
Agreement to be duly executed as of the day and year first above
written.
|
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,
as Escrow Agent
|
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|
By:
|
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|
Name:
|
||||
|
Title:
|
||||
|
CREDIT
SUISSE, NEW YORK BRANCH,
as Depositary
|
||||
|
By:
|
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|
Name:
|
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|
Title:
|
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By:
|
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Name:
|
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|
Title:
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Schedule
I
Schedule
of Deposits
Class
B
|
Aircraft
Type
|
Deposit
Amount
|
Account
No.
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B1
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B2
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B3
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B4
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B5
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B6
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B7
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B8
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B9
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B10
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B11
|
|
Boeing
737-824
|
$
6,735,000.00
|
824B12
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B1
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B2
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B3
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B4
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B5
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B6
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B7
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B8
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B9
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B10
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B11
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B12
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B13
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B14
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B15
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B16
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B17
|
|
Boeing
737-924ER
|
$
7,835,000.00
|
924B18
|
EXHIBIT
A
NOTICE
OF
PURCHASE WITHDRAWAL
CREDIT
SUISSE, NEW YORK BRANCH
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Gentlemen:
Reference
is made to the Deposit Agreement (Class B) dated as of April 10, 2007 (the
“Deposit
Agreement”)
between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent,
and
Credit Suisse, New York Branch, as Depositary (the “Depositary”).
In
accordance with Section 2.3(a) of the Deposit Agreement, the undersigned hereby
requests the withdrawal of the entire amount of the Deposit, $[_______], Account
No. ____________.
The
undersigned hereby directs the Depositary to pay the proceeds of the Deposit
to
________________, Account No. _____, Reference: _________] on _________ __,
200__, upon the telephonic request of a representative of the Pass Through
Trustee.
|
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION,
as Escrow Agent
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Dated:
_______ __, 200_
EXHIBIT
B
NOTICE
OF
FINAL WITHDRAWAL
CREDIT
SUISSE, NEW YORK BRANCH
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Gentlemen:
Reference
is made to the Deposit Agreement (Class B) dated as of April 10, 2007 (the
“Deposit
Agreement”)
between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent,
and
Credit Suisse, New York Branch, as Depositary (the “Depositary”).
In
accordance with Section 2.3(b)(i) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all
Deposits.
The
undersigned hereby directs the Depositary to pay the proceeds of the Deposits
and accrued interest thereon to the Paying Agent at Wilmington Trust Company,
ABA# ▇▇▇▇▇▇▇▇▇, Account No. _____________, Reference: Continental
2007-1B.
|
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION,
as Escrow Agent
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Dated:
_________, 200_
EXHIBIT
C
NOTICE
OF
REPLACEMENT WITHDRAWAL
CREDIT
SUISSE, NEW YORK BRANCH
▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇
▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇▇ ▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Attention:
▇▇▇▇ ▇▇▇▇▇▇▇▇
Telecopier:
▇▇▇-▇▇▇-▇▇▇▇
Reference
is made to the Deposit Agreement (Class B) dated as of April 10, 2007 (the
“Deposit
Agreement”)
between ▇▇▇▇▇ Fargo Bank Northwest, National Association, as Escrow Agent,
and
Credit Suisse, New York Branch, as Depositary (the “Depositary”).
In
accordance with Section 2.3(b)(ii) of the Deposit Agreement, the undersigned
hereby requests the withdrawal of the entire amount of all
Deposits.
The
undersigned hereby directs the Depositary to pay the proceeds of the Deposits
and accrued interest thereon to [_____________________], Reference: Continental
2007-1B.
|
▇▇▇▇▇
FARGO BANK NORTHWEST, NATIONAL
ASSOCIATION,
as Escrow Agent
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
Dated:
_________, 200_