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EXHIBIT 4.22
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DEPOSIT AGREEMENT
(Class C-II)
Dated as of March 21, 1997
between
FIRST SECURITY BANK, NATIONAL ASSOCIATION
as Escrow Agent
and
CREDIT SUISSE FIRST BOSTON,
New York Branch
as Depositary
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TABLE OF CONTENTS
PAGE
SECTION 1.1 Acceptance of Depositary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2 Establishment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.1 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.2 Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 2.3 Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 2.4 Other Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
SECTION 3. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 4. Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 5. Representation and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 6. Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
SECTION 7. Amendment, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 8. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 9. Obligations Unconditional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 10. Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 11. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 12. Waiver of Jury Trial Right . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SECTION 14. Head Office Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Schedule I Schedule of Deposits
EXHIBIT A NOTICE OF PURCHASE WITHDRAWAL
EXHIBIT B NOTICE OF FINAL WITHDRAWAL
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DEPOSIT AGREEMENT (Class C-II) dated as of March 21, 1997 (as
amended, modified or supplemented from time to time, this "Agreement") between
FIRST SECURITY BANK, NATIONAL ASSOCIATION, a national banking association, as
Escrow Agent under the Escrow and Paying Agent Agreement referred to below (in
such capacity, together with its successors in such capacity, the "Escrow
Agent"), and CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH, a banking institution
organized under the laws of Switzerland acting through its New York Branch, 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 Pass Through Trust Agreement dated as of March 21, 1997 (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 1997-1C-II-O pursuant to which the Continental Airlines Pass
Through Trust, Series 1997-1C-II-O Certificates referred to therein (the
"Certificates") are being issued;
WHEREAS, Continental and Credit Suisse First Boston
Corporation, Xxxxxx Xxxxxxx & Co., Incorporated, Chase Securities Inc. and
Xxxxxxx, Xxxxx & Co. (collectively, the "Initial Purchasers" and, together with
their respective transferees and assigns as registered owners of the
Certificates, the "Investors") have entered into a Certificate Purchase
Agreement dated as of March 12, 1997 (the "Certificate Purchase Agreement")
pursuant to which the Pass Through Trustee will issue and sell the Certificates
to the Initial Purchasers;
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 lessee or as owner, utilizing a portion of the proceeds from
the sale of the Certificates (the "Net Proceeds");
WHEREAS, the Escrow Agent, the Initial Purchasers, 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 Initial Purchasers 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
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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 is 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 Initial
Purchasers to deposit with the Depositary on the date of this Agreement (the
"Deposit Date") in Federal (same day) funds by official check or checks or wire
or other transfer to: Credit Suisse First Boston, New York Branch, Reference:
Continental 1997-1, and the Depositary shall accept from the Initial
Purchasers, on behalf of the Escrow Agent, the sum of US$10,000,000. Upon
acceptance of such sum, the Depositary shall (i) establish each of the deposits
specified in Schedule I hereto maturing on the respective dates set forth
therein (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. (a) Each Deposit shall bear interest from
and including the date of deposit to but excluding the date of withdrawal at
the rate of 7.42% 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 1 and October 1, and on the date of the Final
Withdrawal (as defined below), commencing on October 1, 1997 (each, an
"Interest Payment Date"), 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).
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(b) The parties hereto further acknowledge and agree that
upon any increase in the rate of interest on the Equipment Notes (as defined in
the Pass Through Trust Agreement) (such increase referred to as a "Rate
Increase") pursuant to the terms of the Registration Rights Agreement (as
defined below), the rate of interest borne by each Deposit in accordance with
Section 2.2(a) above shall increase by the amount of such Rate Increase, and
upon any subsequent decrease in the rate of interest on the Equipment Notes
(such decrease referred to as a "Rate Decrease") pursuant to the terms of the
Registration Rights Agreement, the rate of interest borne by such Deposit shall
decrease by the amount of such Rate Decrease. For the purposes of this Section
2.2(b), "Registration Rights Agreement" means the Exchange and Registration
Rights Agreement dated the date hereof among Continental, the Pass Through
Trustee, certain other pass through trustees and the Initial Purchasers.
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, Wilmington, Delaware or Salt Lake City, Utah.
(b) The Escrow Agent may, by providing at least 20 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 July 6, 1998 and there are unwithdrawn Deposits
on such date, the Depositary shall pay the amount of the Final Withdrawal to
the Paying Agent on July 31, 1998.
(c) If the Depositary receives a duly completed Notice of
Purchase Withdrawal or Notice of Final Withdrawal 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, the Escrow Agent, or the Pass Through Trustee on behalf of the Escrow
Agent, shall be entitled to re-deposit with the Depositary any portion thereof
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
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withdrawn prior to the date seven days after the establishment thereof and (ii)
such Deposit shall mature on July 31, 1998 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 obligation 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# 000-000-000, Account No. 41608-0, Attention: Xxxxxx Xxxxx,
Reference: Continental 1997-1C-II, 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, directly to or as directed by the Pass Through
Trustee as specified and in the manner provided in such Notice of Purchase
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:
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(a) it is a bank 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 through its New York Branch;
(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 such document 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 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
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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 1997-1C-II-O" shall be deemed to be a reference to "Continental Airlines
Pass Through Trust 1997-1C-II-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 D to the Pass Through Trust
Agreement; and "Successor Trust" means the Continental Airlines Pass Through
Trust 1997-1C-II-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 First Boston, 00 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000,
Attention Xxxxxx Xxxxxx and Xxxxx Xxxxxxx (Telecopier: (000) 000-0000) or (y)
in the case of the Escrow Agent, First Security Bank, National Association, 00
Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, XX 00000, Attention: Corporate Trust
Services (Telecopier: (000) 000-0000), in each case, with a copy to the Pass
Through Trustee, Wilmington Trust Company, 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxx, XX 00000, Attention: Corporate Trust Administration (Telecopier:
(000) 000-0000) and to Continental, Continental Airlines, Inc., 0000 Xxxxx
Xxxxxxx, Xxxxx 0000, Xxxxxxx, XX 00000, Attention: Executive Vice President and
Chief Financial Officer (Telecopier: (000) 000-0000) (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.
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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 First Boston
hereby agrees that the obligations of the Depositary hereunder are also the
obligations of Credit Suisse First Boston's Head Office in Zurich, Switzerland.
Accordingly, any beneficiary of this Agreement will be able to proceed directly
against Credit Suisse First Boston's Head Office in Zurich, Switzerland if
Credit Suisse First Boston's New York Branch defaults in its obligation to such
beneficiary under this Agreement.
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.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By
-------------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
New York Branch, as Depositary
By
-------------------------------------
Name:
Title:
By
-------------------------------------
Name:
Title:
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Schedule I
Schedule of Deposits
(Class C-II)
Date Deposit Amount Account No. Maturity Date
---- -------------- ----------- -------------
3/21/97 $10,000,000 2-98 7/31/98
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EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx Xxxxxx and
Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
Gentlemen:
Reference is made to (i) the Deposit Agreement (Class C-II)
dated as of March 21, 1997 (the "Deposit Agreement") between First Security
Bank, National Association, as Escrow Agent, and Credit Suisse First Boston,
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 _________ __, 199_, upon the telephonic request of a
representative of the Pass Through Trustee.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By
-------------------------------------
Name:
Title:
Dated: , 199
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EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, X.X. 00000
Attention: Xxxxxx Xxxxxx and
Xxxxx Xxxxxxx
Telecopier: (000) 000-0000
Gentlemen:
Reference is made to (i) the Deposit Agreement (Class C-II)
dated as of March 21, 1997 (the "Deposit Agreement") between First Security
Bank, National Association, as Escrow Agent, and Credit Suisse First Boston,
New York Branch, as Depositary (the "Depositary").
In accordance with Section 2.3(b) 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# 000-000-000, Account No. _____________,
Reference: Continental 1997-1.
FIRST SECURITY BANK,
NATIONAL ASSOCIATION,
as Escrow Agent
By
-------------------------------------
Name:
Title:
Dated: , 199
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