TRUST INDENTURE AND MORTGAGE [TN] Dated as of [DD] Between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, not in its individual capacity, except as expressly stated herein, but solely as Owner Trustee, Owner Trustee and WILMINGTON TRUST COMPANY,...Trust Indenture and Mortgage • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE [TN], dated as of [DD] (“Trust Indenture”), between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity, except as expressly stated herein, but solely as Owner Trustee under the Trust Agreement referred to below (together with its successors under the Trust Agreement, the “Owner Trustee”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly stated herein, but solely as Mortgagee hereunder (together with its successors hereunder, the “Mortgagee”).
ESCROW AND PAYING AGENT AGREEMENT Dated as of September 22, 2005 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent CITIGROUP GLOBAL MARKETS INC. as Underwriter WILMINGTON TRUST COMPANY, not in its individual capacity, but solely...Escrow and Paying Agent Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT dated as of September 22, 2005 (as amended, modified or supplemented from time to time, this "Agreement") among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the "Escrow Agent"); CITIGROUP GLOBAL MARKETS INC., as Underwriter of the Certificates referred to below (the "Underwriter" and together with its respective transferees and assigns as registered owners of the Certificates, the "Investors") under the Underwriting Agreement referred to below; WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity except as otherwise expressly provided herein, but solely as trustee (in such capacity, together with its successors in such capacity, the "Pass Through Trustee") under the Pass Through Trust Agreement referred to below; and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as paying agent hereunder
NOTE PURCHASE AGREEMENT Dated as of September 22, 2005 Among CONTINENTAL AIRLINES, INC., WILMINGTON TRUST COMPANY, as Pass Through Trustee under the Pass Through Trust Agreement WILMINGTON TRUST COMPANY, as Subordination Agent WELLS FARGO BANK...Note Purchase Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
TRUST SUPPLEMENT No. 2005-ERJ1 Dated as of September 22, 2005 between WILMINGTON TRUST COMPANY, as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of September 25, 1997 Continental Airlines Pass Through Trust 2005-ERJ1...Trust Supplement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This Trust Supplement No. 2005-ERJ1, dated as of September 22, 2005 (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”).
AMENDED AND RESTATED]1 TRUST AGREEMENT [TN] Dated as of [DD] Between [OP] and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION One Embraer Model EMB-145 XR Aircraft Bearing Manufacturer’s Serial No. [MSN] and U.S. Registration No. N[REG] with Two...Trust Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled
This [AMENDED AND RESTATED]3 TRUST AGREEMENT [TN], dated as of [DD], between [OP], a corporation organized under the laws of the OP Jurisdiction (“Owner Participant”), and WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION, a national banking association (in its individual capacity, “Wells Fargo” and otherwise not in its individual capacity but solely as trustee hereunder, “Owner Trustee”)[, which amends and restates in its entirety the Trust Agreement [TN], dated as of [EPD], between the Owner Participant and Wells Fargo (the “Original Trust Agreement”).]4
LEASE AGREEMENT [TN] Dated as of [DD] Between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION,Lease Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled
The right, title and interest of Lessor in and to, among other things, this Lease Agreement has been assigned to and is subject to a security interest in favor of Wilmington Trust Company, a Delaware banking corporation, as Mortgagee, under the Trust Indenture and Mortgage [TN], dated as of [DD], for the benefit of the holders of the Equipment Notes referred to in such Trust Indenture, all to the extent provided in such Trust Indenture. This Lease Agreement has been executed in multiple counterparts; to the extent, if any, that this Lease Agreement constitutes chattel paper (as defined in the Uniform Commercial Code as in effect in any applicable jurisdiction), no security interest in Lessor’s right, title and interest in and to this Lease Agreement may be perfected through the delivery or possession of any counterpart of this Lease Agreement other than the counterpart of this Lease Agreement that contains the original receipt executed by Wilmington Trust Company, as Mortgagee.
PARTICIPATION AGREEMENT [TN]Participation Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled
CONTINENTAL AIRLINES, INC. Pass Through Certificates, Series 2005-ERJ1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
At the request of Embraer - Empresa Brasileira de Aeronáutica S.A., a Brazilian corporation ("Embraer"), Continental Airlines, Inc., a Delaware corporation (the "Company"), proposes that Wilmington Trust Company, as trustee under the Class A Trust (as defined below) (the "Trustee"), issue and sell to Citigroup Global Markets Inc. (the "Underwriter") its pass through certificates in the aggregate principal amount and with the interest rate and final maturity date set forth on Schedule I hereto (the "Offered Certificates") on the terms and conditions stated herein.
INTERCREDITOR AGREEMENT (2005-ERJ1) Dated as of September 22, 2005 AMONG WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under the Continental Airlines Pass Through Trust 2005-ERJ1 LANDESBANK BADEN- WÜRTTEMBERG as...Intercreditor Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled
INTERCREDITOR AGREEMENT (2005-ERJ1) dated as of September 22, 2005 (this "Agreement"), among WILMINGTON TRUST COMPANY, a Delaware corporation ("WTC"), not in its individual capacity but solely as Trustee of the Trust (as defined below), LANDESBANK BADEN-WÜRTTEMBERG, a bank established in Germany as a public law institution with legal capacity (Rechtfähige Anstalt des Öffentlichen Rechts) ("LBBW"), as Liquidity Provider, and WILMINGTON TRUST COMPANY, not in its individual capacity except as expressly set forth herein, but solely as Subordination Agent and trustee hereunder (in such capacity, together with any successor appointed pursuant to Article VIII hereof, the "Subordination Agent").
DEPOSIT AGREEMENT Dated as of September 22, 2005 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and CITIBANK, N.A. as DepositaryDeposit Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT dated as of September 22, 2005 (as amended, modified or supplemented from time to time, this "Agreement") between WELLS FARGO BANK NORTHWEST, 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 CITIBANK, N.A., a national banking association, as depositary bank (the "Depositary").
REVOLVING CREDIT AGREEMENT (2005-ERJ1) Dated as of September 22, 2005 between WILMINGTON TRUST COMPANY, as Subordination Agent, as agent and trustee for the Continental Airlines Pass Through Trust 2005-ERJ1, as Borrower, and LANDESBANK...Revolving Credit Agreement • September 28th, 2005 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
The undersigned, a duly authorized signatory of the undersigned borrower (the "Borrower"), hereby certifies to Landesbank Baden-Württemberg (the "Liquidity Provider"), with reference to the Revolving Credit Agreement (2005-ERJ1) dated as of September 22, 2005, between the Borrower and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not otherwise defined herein being used herein as therein defined or referenced), that:
