DEPOSIT AGREEMENT
(Class C)
Dated as of June 26, 2001
between
XXXXX FARGO BANK NORTHWEST, N.A.
as Escrow Agent
and
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
as Depositary
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..................................................6
SECTION 11. Governing Law.....................................................7
SECTION 12. Waiver of Jury Trial Right....................................... 7
SECTION 13. Counterparts..................................................... 7
SECTION 14. Head Office Obligation............................................7
DEPOSIT AGREEMENT (Class C) dated as of June 26, 2001 (as amended,
modified or supplemented from time to time, this "AGREEMENT") between XXXXX
FARGO BANK NORTHWEST, N.A, 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, 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
Trust Supplement, dated as of June 26, 2001, 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 2001-1C-O
pursuant to which the Continental Airlines Pass Through Trust, Series 2001-1C-O
Certificates referred to therein (the "CERTIFICATES") are being issued (the date
of such issuance, the "ISSUANCE DATE");
WHEREAS, Continental and Xxxxxx Xxxxxxx & Co. Incorporated, (the
"UNDERWRITER" and, together with its transferees and assigns as registered
owners of the Certificates, the "INVESTORS") have entered into an Underwriting
Agreement dated as of June 12, 2001 pursuant to which the Pass Through Trustee
will issue and sell the Certificates to the Underwriter;
WHEREAS, Continental, the Pass Through Trustee, certain other pass
through trustees and certain other persons concurrently herewith are entering
into an Amended and Restated 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 Underwriter, 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 Underwriter and the Pass Through Trustee intend that
the Net Proceeds (excluding any amount used to purchase Equipment Notes on the
Issuance Date) 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 Underwriter
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 First
Boston, New York branch, Reference: Continental 2001-1C, and the Depositary
shall accept from the Underwriter, on behalf of the Escrow Agent, the sum of
US$191,764,000 (or such lesser amount equal to the Net Proceeds less amounts
used to purchase Equipment Notes on the Issuance Date). Upon acceptance of such
sum, the Depositary shall (i) establish each of the deposits specified in
Schedule I hereto maturing on January 31, 2003 (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 7.033% 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 June 15 and December 15 commencing on December 15, 2001
(each, an "INTEREST PAYMENT DATE"), and on the date of the Final Withdrawal (as
defined below), 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 such term is 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, Wilmington,
Delaware or Salt Lake City, Utah. The Depositary reserves 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) 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 January 8, 2003 (provided that, if a labor strike
occurs or continues at The Boeing Company after the Issuance Date and prior to
December 31, 2002 (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 January 31, 2003 (provided that if a Labor Strike occurs or
continues, such date shall be extended by the Additional Days).
(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
(other than the date of the Final 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. On the date the
Certificates are issued, the Escrow Agent, or the Underwriter, on behalf of the
Escrow Agent, shall be entitled to deposit with the Depositary any portion of
the Net Proceeds not theretofore deposited hereunder and not used to purchase
Equipment Notes on the Issuance Date (the "UNUSED PROCEEDS") and the Depositary
shall accept the Unused Proceeds 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 January 31, 2003
(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#
000000000, Account No. 54661-0, Attention: Xxxxxx Xxxxx, Telephone No.: (302)
000-0000, Reference: Continental Airlines PTT, Series 2001-1C, 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:
(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 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 2001-1C-O" shall be deemed to be a reference to
"Continental Airlines Pass Through Trust 2001-1C-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
Pass Through Trust Agreement; and "SUCCESSOR TRUST" means the Continental
Airlines Pass Through Trust 2001-1C-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, Xxx Xxxx 00000,
Attention: Xxxxxx Xxxxxx and Xxxx Xxxxxxxxx (Telecopier: (000) 000-0000) or (y)
in the case of the Escrow Agent, Xxxxx Fargo Bank Northwest, N.A., 00 Xxxxx Xxxx
Xxxxxx, Xxxxx Xxxxx, 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 Xxxxxx, Xxxx. XXX-XX,
Xxxxxxx, XX 00000, Attention: Treasurer (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.
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.
XXXXX FARGO BANK NORTHWEST, N.A.,
as Escrow Agent
By
------------------------------
Name:
Title:
CREDIT SUISSE FIRST BOSTON,
NEW YORK BRANCH,
as Depositary
By
------------------------------
Name:
Title:
Schedule I
SCHEDULE OF DEPOSITS
Class C
AIRCRAFT TYPE DEPOSIT AMOUNT ACCOUNT NO.
------------- -------------- -----------
737-824 $2,039,720.20 00C1
737-824 $8,710,540.02 00C2
737-824 $8,710,539.97 51C1
737-824 $4,896,666.70 51C2
737-824 $8,710,539.97 43C1
737-824 $4,931,000.00 35C1
737-824 $8,710,540.01 27C1
737-824 $4,939,666.70 27C2
737-824 $8,710,540.02 19C1
737-924 $9,777,699.03 00C3
737-924 $4,539,899.97 51C3
737-924 $9,638,010.26 43C2
737-924 $4,566,600.00 35C2
737-924 $6,726,693.57 19C2
767-424ER $8,015,200.00 35C3
767-424ER $8,015,200.00 35C4
767-424ER $19,069,020.00 27C3
767-424ER $8,032,000.00 27C4
767-424ER $8,048,800.00 19C3
767-424ER $19,069,020.00 19C4
777-224ER $25,906,103.58 19C5
EXHIBIT A
NOTICE OF PURCHASE WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxx Xxxxxx and Xxxx Xxxxxxxxx
Telecopier: (000) 000-0000
Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated as of
June 26, 2001 (the "DEPOSIT AGREEMENT") between Xxxxx Fargo Bank Northwest,
N.A., 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
_________ __, 200__, upon the telephonic request of a representative of the Pass
Through Trustee.
XXXXX FARGO BANK NORTHWEST, N.A.,
as Escrow Agent
By
------------------------------
Name:
Title:
Dated: _______ __, 200_
EXHIBIT B
NOTICE OF FINAL WITHDRAWAL
CREDIT SUISSE FIRST BOSTON
New York Branch
00 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx and Xxxx Xxxxxxxxx
Telecopier: 000-000-0000
Gentlemen:
Reference is made to the Deposit Agreement (Class C) dated as of
June 26, 2001 (the "DEPOSIT AGREEMENT") between Xxxxx Fargo Bank Northwest,
N.A., 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# 000000000, Account No. _____________, Reference: Continental
2001-1C on ________.
XXXXX FARGO BANK NORTHWEST, N.A.,
as Escrow Agent
By
------------------------------
Name:
Title:
Dated: _________, 200_
