EXECUTION COPY
TRUST SUPPLEMENT No. 1998-2C
Dated April 21, 1998
between
WILMINGTON TRUST COMPANY
as Trustee,
and
CONTINENTAL AIRLINES, INC.
to
PASS THROUGH TRUST AGREEMENT
Dated as of September 25, 1997
$42,425,000
Continental Airlines Pass Through Trust 1998-2C
6.331% Continental Airlines
Pass Through Certificates,
Series 1998-2C
This Trust Supplement No. 1998-2C, dated as of April 21, 1998 (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 wishes to lease the eight Boeing 737-3T0
aircraft and six XxXxxxxxx Xxxxxxx MD-82 aircraft listed in Schedule I hereto
(the "AIRCRAFT") from the Owner Trustee, who intends to purchase such Aircraft
from the Company;
WHEREAS, in the case of each Aircraft, the Owner Trustee, acting on
behalf of the Owner Participant, will issue pursuant to an Indenture, on a
non-recourse basis, Equipment Notes in order to finance a portion of its
purchase price of such Aircraft;
WHEREAS, the Trustee hereby declares the creation of this Continental
Airlines Pass Through Trust 1998-2C (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"), the Trustee, on
behalf of the Applicable Trust, shall purchase one or more Equipment Notes
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, subject to the Intercreditor Agreement, shall hold such Equipment Notes 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:
ARTICLE I
THE CERTIFICATES
Section 1.01. THE CERTIFICATES. There is hereby created a series of
Certificates to be issued under the Agreement to be distinguished and known as
"6.331% Continental Airlines Pass Through Certificates, Series 1998-2C"
(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, 3.04
and 3.06 of the Basic Agreement) is $42,425,000.
(b) The Cut-off Date is April 27, 1998.
(c) The Regular Distribution Dates with respect to any payment of
Scheduled Payments means April 15 and October 15 of each year, commencing
on October 15, 1998, until payment of all of the Scheduled Payments to be
made under the Equipment Notes has been made.
(d) 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.
(e) (i) 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 Owner Participant and the Company that either (i) the
assets of an employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or of a plan subject to Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code"), have not been used to
purchase 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.
(ii) The Applicable Certificates shall be Book-Entry
Certificates and shall be subject to the conditions set forth in the
Letter of Representations between the Company and the Clearing Agency
attached hereto as Exhibit B.
(f) The Equipment Notes to be acquired and held in the Applicable
Trust are the Equipment Notes described in each of the Indentures bearing
interest at a rate that is the same as the designated rates for the
Applicable Certificates, the related Aircraft are as described in Schedule
I to this Trust Supplement, the "Participation Agreements" as defined in
this Trust Supplement are the "Note Purchase Agreements" referred to in
the Basic Agreement, and the "Indentures" and "Leases" are, collectively,
the "Trust Indenture" and "Lease" (as defined in each of the Participation
Agreements), respectively.
(g) The Applicable Certificates are subject to the Intercreditor
Agreement.
(h) The Applicable Certificates will have the benefit of the
Liquidity Facility.
(i) Except as contemplated by Section 2.02(b) of the Basic Agreement,
there will be no deposit agreement or other arrangement prior to the
delivery of the Aircraft.
(j) The Responsible Party is the Company.
(k) The "final expiration date" for the Applicable Trust is one
hundred (110) years following the Issuance Date, and the "minimum" and
"maximum" number of days for purposes of Section 11.01 of the Basic
Agreement are 15 and 60 days, respectively.
(l) 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.
(m) The particular "sections of the Note Purchase Agreements," for
purposes of clause (3) of Section 7.07 of the Basic Agreement, are Section
9.1 of each Participation Agreement.
ARTICLE II
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):
AGREEMENT: Has the meaning specified in the recitals hereto.
AIRCRAFT: 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.
BOEING: Means The Boeing Company.
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, Salt Lake City, Utah or, so long as any
Applicable Certificate is Outstanding, the city and state in which the
Trustee or any Loan Trustee maintains its Corporate Trust Office or
receives and disburses funds.
COMPANY: Has the meaning specified in the first paragraph of this
Trust Supplement.
DISTRIBUTION DATE: Means any Regular Distribution Date or Special
Distribution Date as the context requires.
FINAL MATURITY DATE: Means April 15, 2004.
INTERCREDITOR AGREEMENT: Means the Intercreditor Agreement dated as
of April 21, 1998 among the Trustee, the Other Trustees, the Liquidity
Provider, the liquidity providers relating to the Certificates issued
under (and as defined in) each of the Other Agreements, 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.
ISSUANCE DATE: Means April 21, 1998.
LIQUIDITY FACILITY: Means, initially, the Revolving Credit Agreement
dated as of April 21, 1998 relating to the Applicable Certificates,
between the Liquidity Provider and Wilmington Trust Company as
Subordination Agent, as agent and trustee for the Applicable Trust, and,
from and after the replacement of such agreement pursuant to the
Intercreditor Agreement, the replacement liquidity facility therefor, in
each case as amended, supplemented or otherwise modified from time to time
in accordance with their respective terms.
LIQUIDITY PROVIDER: Means, initially, Westdeutsche Landesbank
Girozentrale, acting through its New York Branch, and any replacements or
successors therefor appointed in accordance with the Intercreditor
Agreement.
OTHER TRUSTEES: Means the trustees under the Other Agreements, and
any successor or other trustee appointed as provided therein.
OTHER TRUSTS: Means the Continental Airlines Pass Through Trust
1998-2A and the Continental Airlines Pass Through Trust 1998-2B, each
created on the date hereof.
OWNER TRUSTEE'S PURCHASE AGREEMENTS: Means the Participation
Agreements.
PARTICIPATION AGREEMENTS: Means each of the fourteen separate
Participation Agreements relating to the Aircraft dated the date hereof,
among the Company, the Trustee, the Other Trustees, the relevant Loan
Trustee and the Subordination Agent providing for, among other things, the
purchase of Equipment Notes by the Trustee on behalf of the Trust, as the
same may be amended, supplemented or otherwise modified in accordance with
its terms.
TRUST SUPPLEMENT: Has the meaning specified in the first paragraph of
this trust supplement.
ARTICLE III
DEFAULT
Section 3.01. PURCHASE RIGHTS OF CERTIFICATEHOLDERS. (a) At any time
after the occurrence and during the continuance of a Triggering Event, each
Applicable Certificateholder shall have the right (which shall not expire upon
any purchase of the Class A Certificates pursuant to the Class B Trust
Agreement) to purchase, for the purchase prices set forth in the Class A Trust
Agreement and the Class B Trust Agreement, respectively, all, but not less than
all, of the Class A Certificates and the Class B Certificates upon ten days'
written notice to the Class A Trustee, the Class B Trustee and each other
Applicable Certificateholder, provided that (i) if prior to the end of such
ten-day period any other Applicable Certificateholder notifies such purchasing
Applicable Certificateholder that such other Applicable Certificateholder 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 A Certificates and the Class B 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 A
Certificates and the Class B Certificates pursuant to this Section 3.01(a).
As used in this Section 3.01(a) and elsewhere in this Trust
Supplement, the terms "Class A Certificate", "Class A Certificateholder", "Class
A Trust", "Class A Trustee", "Class A Trust Agreement", "Class B Certificate",
"Class B Certificateholder", "Class B Trust", "Class B Trustee" and "Class B
Trust Agreement", shall have the respective meanings assigned to such terms in
the Intercreditor Agreement.
(b) For purposes of the Agreement, the following sentence supersedes
and replaces the fourth sentence of Section 6.01(b) of the Basic Agreement:
By acceptance of its Certificate, each Certificateholder (each, a
"SELLING CERTIFICATEHOLDER" and, collectively, the "SELLING
CERTIFICATEHOLDERS") of a series that is subject to purchase by
Potential Purchasers, all as set forth in the Trust Supplement
applicable to the Certificates held by the Selling
Certificateholders, agrees that, at any time after the occurrence and
during the continuance of a Triggering Event, it will, upon payment
of the purchase price specified herein by one or more Purchasing
Certificateholders, forthwith sell, assign, transfer and convey to
such Purchasing Certificateholder (without recourse, representation
or warranty of any kind except for its own acts), all of the right,
title, interest and obligation of such Selling Certificateholder in
this Agreement, any related Intercreditor Agreement, the related
Liquidity Facility, the related Note Documents and all Certificates
of such series held by such Selling Certificateholder (subject to the
first proviso in the second sentence of this paragraph and excluding
all right, title and interest under any of the foregoing to the
extent such right, title or interest is with respect to an obligation
not then due and payable as respects any action or inaction or state
of affairs occurring prior to such sale) and the Purchasing
Certificateholder shall assume all of such Selling
Certificateholder's obligations under this Agreement, any related
Intercreditor Agreement, the related Liquidity Facility and the
related Note Documents.
ARTICLE IV
THE TRUSTEE
Section 4.01. DELIVERY OF DOCUMENTS; DELIVERY DATES. (a) The Trustee
is hereby directed (i) to execute and deliver the Intercreditor Agreement and
each of the Participation Agreements 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. The provisions
of this Section 4.01(a) supplement and do not supersede the provisions of
Section 2.02(a) of the Basic Agreement.
(b) The Trustee acknowledges its acceptance of all right, title and
interest in and to the Trust Property to be acquired pursuant to Section 2.02 of
the Basic Agreement, Section 4.01(a) of this Trust Supplement and each
Participation Agreement, 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 this 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.
Section 4.02. THE TRUSTEE. (a) Subject to Section 4.03 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 due execution hereof by the Company
(other than the Trustee), or for or in respect of the recitals and statements
contained herein, 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 and the
Intercreditor Agreement 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
continuance 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 4.03. 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 and has taken all necessary
action to authorize the execution, delivery and performance by it of this
Trust Supplement;
(b) the execution, delivery and performance by the Trustee of this
Trust Supplement (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 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 has been duly executed and delivered by the
Trustee and constitutes the legal, valid and binding agreement of the
Trustee, enforceable against it in accordance with its 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 4.04. 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.
ARTICLE V
MISCELLANEOUS PROVISIONS
Section 5.01. 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.
SECTION 5.02. GOVERNING LAW. THIS AGREEMENT AND THE APPLICABLE
CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK.
Section 5.03. EXECUTION IN COUNTERPARTS. This Trust Supplement may be
executed in any number of counterparts, each of which shall be an original, but
such counterparts shall together constitute but one and the same instrument.
Section 5.04. 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: Xxxxxx Xxxxxxxx
Title: Vice President
WILMINGTON TRUST COMPANY, as Trustee
By:____________________________________
Name:
Title:
EXHIBIT A
FORM OF CERTIFICATE
Certificate
No.____
[Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
its agent for registration of transfer, exchange or payment, and any certificate
issued is registered in the name of Cede & Co. or in such other name as is
requested by an authorized representative of DTC (and any payment is made to
Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch the registered owner hereof,
Cede & Co., has an interest herein.]*
CONTINENTAL AIRLINES PASS THROUGH TRUST 1998-2C
6.331% Continental Airlines Pass Through Certificate, Series 1998-2C
Issuance Date: April 21, 1998
Final Maturity Date: April 15, 2004
Evidencing A Fractional Undivided Interest In The
Continental Airlines Pass Through Trust 1998-2C,
The Property Of Which Includes Certain Equipment
Notes Each Secured By An Aircraft Leased To Or
Owned By Continental Airlines, Inc.
$__________ Fractional Undivided Interest
representing .002357101% 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
1998-2C (the "TRUST") created by Wilmington Trust Company, as trustee (the
-------------------------------
* This legend to appear on Book-Entry Certificates to be deposited with the
Depository Trust Company.
"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. 1998-2C thereto, dated as of April 21, 1998 (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 "6.331% Continental Airlines Pass Through Certificates, Series
1998-2C" (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 certain Equipment Notes and all rights of the Trust to receive
payments under the Intercreditor Agreement and any Liquidity Facilities (the
"TRUST PROPERTY"). Each issue of the Equipment Notes is secured by, among other
things, a security interest in an Aircraft leased to the Company.
The Certificates represent Fractional Undivided Interests in the
Trust and the Trust Property and have no rights, benefits or interest in respect
of any other separate trust established pursuant to the terms of the Basic
Agreement for any other series of certificates issued pursuant thereto.
Subject to and in accordance with the terms of the Agreement and the
Intercreditor Agreement, from funds then available to the Trustee, there will be
distributed on each April 15 and October 15 (a "REGULAR DISTRIBUTION DATE")
commencing October 15, 1998, to the Person in whose name this Certificate is
registered at the close of business on the 15th day preceding the Regular
Distribution Date, an amount in respect of the Scheduled Payments on the
Equipment Notes due on such Regular Distribution Date, the receipt of which has
been confirmed by the Trustee, equal to the product of the percentage interest
in the Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments. Subject to and in accordance with the terms of the
Agreement and the Intercreditor Agreement, in the event that Special Payments on
the Equipment Notes are received by the Trustee, from funds then available to
the Trustee, there shall be distributed on the applicable Special Distribution
Date, to the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Special Distribution Date, an amount in
respect of such Special Payments on the Equipment Notes, the receipt of which
has been confirmed by the Trustee, equal to the product of the percentage
interest in the Trust evidenced by this Certificate and an amount equal to the
sum of such Special Payments so received. If a Regular Distribution Date or
Special Distribution Date is not a Business Day, distribution shall be made on
the immediately following Business Day with the same force and effect as if made
on such Regular Distribution Date or Special Distribution Date and no interest
shall accrue during the intervening period. The Trustee shall mail notice of
each Special Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.
Distributions on this Certificate will be made by the Trustee by
check mailed to the Person entitled thereto, without presentation or surrender
of this Certificate or the making of any notation hereon, except that with
respect to Certificates registered on the Record Date in the name of a Clearing
Agency (or its nominee), such distribution shall be made by wire transfer.
Except as otherwise provided in the Agreement and notwithstanding the above, the
final distribution on this Certificate will be made after notice mailed by the
Trustee of the pendency of such distribution and only upon presentation and
surrender of this Certificate at the office or agency of the Trustee specified
in such notice.
The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Company or the Trustee or any
affiliate thereof. The Certificates are limited in right of payment, all as more
specifically set forth on the face hereof and in the Agreement. All payments or
distributions made to Certificateholders under the Agreement shall be made only
from the Trust Property and only to the extent that the Trustee shall have
sufficient income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement. Each Certificateholder of this
Certificate, by its acceptance hereof, agrees that it will look solely to the
income and proceeds from the Trust Property to the extent available for
distribution to such Certificateholder as provided in the Agreement. This
Certificate does not purport to summarize the Agreement and reference is made to
the Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds, and duties evidenced hereby. A copy of the Agreement may
be examined during normal business hours at the principal office of the Trustee,
and at such other places, if any, designated by the Trustee, by any
Certificateholder upon request.
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Certificateholders under the Agreement at any time
by the Company and the Trustee with the consent of the Certificateholders
holding Certificates evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in the Trust. Any such consent by the
Certificateholder of this Certificate shall be conclusive and binding on such
Certificateholder and upon all future Certificateholders of this Certificate and
of any Certificate issued upon the transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent is made upon this
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Certificateholders of any of
the Certificates.
As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the Register
upon surrender of this Certificate for registration of transfer at the offices
or agencies maintained by the Trustee in its capacity as Registrar, or by any
successor Registrar, duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar, duly executed by
the Certificateholder hereof or such Certificateholder's attorney duly
authorized in writing, and thereupon one or more new Certificates of authorized
denominations evidencing the same aggregate Fractional Undivided Interest in the
Trust will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in minimum denominations of $1,000 Fractional Undivided Interest and
integral multiples thereof except that one Certificate may be issued in a
different denomination. As provided in the Agreement and subject to certain
limitations therein set forth, the Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
Fractional Undivided Interest in the Trust, as requested by the
Certificateholder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee shall require payment of a sum sufficient to cover
any tax or governmental charge payable in connection therewith.
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 each Owner Participant and the Company
that either: (i) the assets of an employee benefit plan subject to Title I of
the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or of
a plan subject to Section 4975 of the Internal Revenue Code of 1986, as amended
(the "CODE"), have not been used to purchase this Certificate or an interest
herein or (ii) the purchase and holding of this Certificate or 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.
THE AGREEMENT AND THIS CERTIFICATE 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.
CONTINENTAL AIRLINES PASS THROUGH TRUST
1998-2C
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
By:_____________________________________
Name:
Title:
EXHIBIT B
[DTC Letter of Representations]
SCHEDULE I
AIRCRAFT
AIRCRAFT TYPE REGISTRATION NUMBER
------------- -------------------
Boeing 737-3T0 N14336
Boeing 737-3T0 N14337
Boeing 737-3T0 N59338
Boeing 737-3T0 N14341
Boeing 737-3T0 N14342
Boeing 737-3T0 N39343
Boeing 737-3T0 N17344
Boeing 737-3T0 X00000
XxXxxxxxx Xxxxxxx MD-82 N72821
XxXxxxxxx Xxxxxxx MD-82 N76823
XxXxxxxxx Xxxxxxx MD-82 N72829
XxXxxxxxx Xxxxxxx MD-82 N72830
XxXxxxxxx Xxxxxxx MD-82 N57837
XxXxxxxxx Xxxxxxx MD-82 N34838
