AMENDMENT NO. 1
TO
PARTICIPATION AGREEMENT [___]
Amendment No. 1, dated as of [_____], between Continental Airlines,
Inc. ("OWNER") and Wilmington Trust Company ("WTC"), not in its individual
capacity, except as expressly provided therein, but solely as Mortgagee
("MORTGAGEE"), Subordination Agent under the Intercreditor Agreement
("SUBORDINATION AGENT"), Pass Through Trustee under each of the Applicable Pass
Through Agreements (each, an "APPLICABLE PASS THROUGH TRUSTEE") and the Class D
Pass Through Trustee, to Participation Agreement [___], dated as of [__________]
(the "PARTICIPATION AGREEMENT"), between Owner and WTC, as Mortgagee,
Subordination Agent and the Applicable Pass Through Trustees.
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, Owner, Mortgagee, Subordination Agreement and each
Applicable Pass Through Trustee entered into the Participation Agreement; and
WHEREAS, Owner has elected to issue the Series D Equipment Notes as
permitted by the related Trust Indenture, dated as of the date of the
Participation Agreement (the "TRUST INDENTURE"), and in connection with such
issuance, Owner has requested certain amendments to the Participation Agreement
and the Trust Indenture.
NOW, THEREFORE, in consideration of the premises and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
SECTION 1. DEFINITIONS. Unless otherwise defined or provided herein,
terms used herein that are defined in the Trust Indenture, as amended as of the
date of this Amendment, have such respective defined meanings.
SECTION 2. AMENDMENTS.
SECTION 2.1 AGREEMENTS
(a) Sections 6.2, 6.2.2, 6.3.2(b)(i), 6.4.1, 6.4.2 and 6.4.3 are
amended to insert after "Pass Through Trustee" in each instance the following:
", the Class D Pass Through Trustee".
(b) Section 6.2.3 is amended to insert after "Pass Through Trustee
Agreements" the following: ", the Class D Pass Through Trust Agreement".
(c) Section 6.3.2(b) is amended to insert (i) after "Pass Through
Trustee" the following: "or Class D Pass Through Trustee" and (ii) after "Pass
Through Trustee Agreement" in each instance the following: "or, in the case of
the Class D Pass Through Trust, the Class D Pass Through Trust Agreement".
(d) Section 6.4.4 is amended to insert at the end thereof the
following:
"The preceding sentence shall not limit the rights of the Related
Note Holders with respect to Related Secured Obligations under the Trust
Indenture, PROVIDED that a Related Note Holder shall not, as such, have any
further interest in, or other right with respect to, the Collateral when and if
the Related Secured Obligations attributable to the Related Equipment Note held
by such Holder shall have been paid in full."
SECTION 2.2 INDEMNIFICATION
(a) Section 8.1.1(c) is amended by inserting after "Pass Through
Certificates" the following: ", the Class D Pass Through Certificates".
(b) Section 8.1.2(j) is amended to delete "and" before clause (xi)
and to insert after "Escrow Agreement" at the end of clause (xi) the following:
", (xii) with respect to any Indemnitee (other than the Class D Pass Through
Trustee), to the extent attributable to the failure of the Class D Pass Through
Trustee to distribute funds received and distributable by it in accordance with
the Class D Pass Through Trust Agreement, (xiii) with respect to the Class D
Pass Through Trustee, to the extent attributable to the negligence or willful
misconduct of the Class D Pass Through Trustee in the distribution of funds
received and distributable by it in accordance with the Class D Pass Through
Trust Agreement; [2000-2 only: (xiv) with respect to any Indemnitee (other than
the Class D Escrow Agent), to the extent attributable to the failure of the
Class D Escrow Agent to pay funds received and payable by it in accordance with
the Class D Escrow Agreement, (xv) with respect to any Indemnitee (other than
the Class D Paying Agent), to the extent attributable to the failure of the
Class D Paying Agent to distribute funds received and distributable by it in
accordance with the Class D Escrow Agreement, (xvi) to the extent attributable
to the failure of the Class D Depositary to pay funds payable by it in
accordance with the Class D Deposit Agreement, (xvii) with respect to the Class
D Escrow Agent, to the extent attributable to the negligence or willful
misconduct of the Class D Escrow Agent in the payment of funds received and
payable by it in accordance with the Class D Escrow Agreement, and (xviii) with
respect to the Class D Paying Agent, to the extent attributable to the
negligence or willful misconduct of the Class D Paying Agent in the distribution
of funds received and distributed by it in accordance with the Class D Escrow
Agreement;"]
(c) Section 8.3.2(b) is amended by inserting in clause (V) after
"Pass Through Trustees," the following: "the Class D Pass Through Trustee,".
(d) Section 8.3.2(c) is amended by inserting after "Pass Through
Trustee," the following: "the Class D Pass Through Trustee,".
SECTION 2.3 TRANSFER
Section 9.1 is amended by inserting after "Pass Through Trustee" in
the parenthetical phrase the following: "or the sale or issuance of pass through
certificates by the Class D Pass Through Trustee".
SECTION 3. ADDITIONAL PARTY. By signing below, the Class D Pass
Through Trustee shall be deemed a party to the Participation Agreement.
SECTION 4. CONSTRUCTION. Effective as of the date hereof, all
references in the Participation Agreement to the "Participation Agreement" shall
be deemed to refer to the Participation Agreement as amended by this Amendment,
and the parties hereto confirm their respective obligations thereunder. Except
as otherwise specified in this Amendment, the Participation Agreement shall
remain in all respects unchanged and in full force and effect.
SECTION 5. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
SECTION 6. COUNTERPARTS. This Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed by their respective officers thereunto duly authorized, as of
the date and year first above written.
CONTINENTAL AIRLINES, INC.
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual
capacity, but solely as
Mortgagee
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as Pass
Through Trustee under the Pass Through
Trust Agreement for the Continental Airlines
Pass Through Trust, 2000-2A-1-0
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as Pass
Through Trustee under the Pass Through
Trust Agreement for the Continental Airlines
Pass Through Trust, 2000-2A-2-0
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as Pass
Through Trustee under the Pass Through
Trust Agreement for the Continental Airlines
Pass Through Trust, 2000-2B-0
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as Pass
Through Trustee under the Pass Through
Trust Agreement for the Continental Airlines
Pass Through Trust, 2000-2C-0
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as Pass
Through Trustee under the Pass Through
Trust Agreement for the Continental Airlines
Pass Through Trust, 2001-2D
By
---------------------------------------------
Name:
Title:
WILMINGTON TRUST COMPANY,
not in its individual capacity, except as
expressly provided, but solely as
Subordination Agent
By
---------------------------------------------
Name:
Title:
