March 15, 2000
Continental Airlines Pass Through Trust 2000-1C-1-O
Ladies and Gentlemen:
In consideration of the Revolving Credit Agreement (the "Agreement")
dated as of March 15, 2000 between Xxxxxx Xxxxxxx Capital Services Inc., a
Delaware corporation (hereinafter "MSCS") and Wilmington Trust Company, as
Subordination Agent, as agent and trustee for the Continental Airlines Pass
Through Trust 2000-1C-1-O ("Counterparty"), Xxxxxx Xxxxxxx Xxxx Xxxxxx & Co., a
Delaware corporation (hereinafter "MSDW"), hereby irrevocably and
unconditionally guarantees to Counterparty, with effect from the date of the
Agreement, the due and punctual payment of all amounts payable by MSCS under the
Agreement when the same shall become due and payable, whether on scheduled
payment dates, upon demand, upon declaration of termination or otherwise, in
accordance with the terms of the Agreement and giving effect to any applicable
grace period under the express terms of the Agreement. Upon failure of MSCS
punctually to pay any such amounts, MSDW agrees to pay or cause to be paid such
amounts. It is understood and agreed that the obligations of MSCS under the
Agreement to make Advances (as defined in the Agreement) are, and shall in any
event, for all purposes of the Guarantee, be deemed to constitute, amounts
payable by MSCS under the Agreement.
MSDW hereby agrees that its obligations hereunder shall be unconditional
and will not be discharged except by complete payment of the amounts payable
under the Agreement, irrespective of any claim as to the Agreement's validity,
regularity or enforceability or the lack of authority of MSCS to execute or
deliver the Agreement; or any change in or amendment to the Agreement; or any
waiver or consent by Counterparty with respect to any provisions thereof; or the
absence of any action to enforce the Agreement or the recovery of any judgment
against MSCS or of any action to enforce a judgment against MSCS under the
Agreement; or any similar circumstance which might otherwise constitute a legal
or equitable discharge or defense of a guarantor generally. MSDW hereby waives
diligence, presentment, demand on MSDW or MSCS for payment or otherwise, filing
of claims, requirement of a prior proceeding against MSCS and protest or notice,
except as provided for in the Agreement with respect to amounts payable by MSCS.
If at any time payment under the Agreement is rescinded or must be otherwise
restored or returned by Counterparty upon the insolvency, bankruptcy or
reorganization of MSCS or MSDW or otherwise, MSDW's obligations hereunder with
respect to such payment shall be reinstated upon such restoration or return
being made by Counterparty.
MSDW represents to Counterparty as of the date hereof that:
(1) it is duly organized and validly existing under the laws of the
jurisdiction of its incorporation and has full power and legal right to execute
and deliver this Guarantee and to perform the provisions of this Guarantee on
its part to be performed;
(2) its execution, delivery and performance of this Guarantee have been
and remain duly authorized by all necessary corporate action and do not
contravene any provision of its certificate of incorporation or by-laws or any
law, regulation or contractual restriction binding on it or its assets;
(3) all consents, authorizations, approvals and clearances (including,
without limitation, any necessary exchange control approval) and notifications,
reports and registrations requisite for its due execution, delivery and
performance of this Guarantee have been obtained from or, as the case may be,
filed with the relevant governmental authorities having jurisdiction and remain
in full force and effect and all conditions thereof have been duly complied with
and no other action by, and no notice to or filing with, any governmental
authority having jurisdiction is required for such execution, delivery or
performance; and
(4) this Guarantee is its legal, valid and binding obligation enforceable
against it in accordance with its terms except as enforcement hereof may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights or by general equity
principles.
By accepting this Guarantee and entering into the Agreement, Counterparty
agrees that MSDW shall be subrogated to all rights of Counterparty against MSCS
in respect of any amounts paid by MSDW pursuant to this Guarantee, provided that
MSDW shall be entitled to enforce or to receive any payment arising out of or
based upon such right of subrogation only to the extent that it has paid all
amounts payable by MSCS under the Agreement.
This Guarantee shall be governed by and construed in accordance with the
laws of the State of New York. All capitalized terms not otherwise defined
herein shall have the respective meanings assigned to them in the Agreement.
XXXXXX XXXXXXX XXXX XXXXXX & CO.
By:_________________________________________
Name:
Title:
Address: 0000 Xxxxxxxx
0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Swap Group
Fax No.: (000) 000-0000
