ESCROW AND PAYING AGENT AGREEMENT (Class A) Dated as of July 1, 2009 among WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent MORGAN STANLEY & CO. INCORPORATED, GOLDMAN, SACHS & CO. and CALYON SECURITIES (USA) INC. as Underwriters...Escrow and Paying Agent Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
CONTINENTAL AIRLINES, INC. Continental Airlines Pass Through Certificates, Series 2009-1A-O UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Continental Airlines, Inc., a Delaware corporation (the “Company”), proposes that Wilmington Trust Company, as trustee under the Original Trust (as defined below) (the “Trustee”), issue and sell to the underwriters named in Schedule II hereto Continental Airlines Pass Through Certificates, Series 2009-1A-O (the “Certificates”), in the aggregate principal amount and with the interest rate and final expected distribution date set forth on Schedule I hereto on the terms and conditions stated herein.
EXHIBIT B to Note Purchase Agreement FORM OF PARTICIPATION AGREEMENTParticipation Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled
PARTICIPATION AGREEMENT [____], dated as of [____________], 2009 (this “Agreement”), among (a) CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), (b) WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity, except as expressly provided herein, but solely as Mortgagee (in its capacity as Mortgagee, “Mortgagee” and in its individual capacity, “WTC”), (c) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Pass Through Trustee under the Pass Through Trust Agreement and (d) WILMINGTON TRUST COMPANY, not in its individual capacity, except as expressly provided herein, but solely as Subordination Agent under the Intercreditor Agreement (“Subordination Agent”).
TRUST SUPPLEMENT No. 2009-1A-O Dated as of July 1, 2009 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 2009-1A-O Pass...Trust Supplement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • Delaware
This Trust Supplement No. 2009-1A-O, dated as of July 1, 2009 (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”).
GENERAL GUARANTEE AGREEMENTGeneral Guarantee Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This General Guarantee Agreement, dated December 1, 2008 (this “Guarantee”), is made by The Goldman Sachs Group, Inc. (the “Guarantor”), a corporation duly organized under the laws of the State of Delaware, in favor of each person (each, a “Party”) to whom Goldman Sachs Bank USA, a New York state-chartered bank (as successor-in-interest to Goldman Sachs Bank USA, a Utah Corporation) and a subsidiary of the Guarantor (the “Company”), may owe any Obligations (as defined below) from time to time. In this Guarantee, the “Company” shall also mean any banking subsidiary of the Guarantor, whether now existing or hereafter formed, that succeeds to the business of Goldman Sachs Bank USA.
DEPOSIT AGREEMENT (Class A) Dated as of July 1, 2009 between WELLS FARGO BANK NORTHWEST, NATIONAL ASSOCIATION as Escrow Agent and THE BANK OF NEW YORK MELLON as DepositaryDeposit Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT (Class A) dated as of July 1, 2009 (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 THE BANK OF NEW YORK MELLON, as depositary bank (the “Depositary”).
EXHIBIT C to Note Purchase Agreement FORM OF INDENTURENote Purchase Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
TRUST INDENTURE AND MORTGAGE [____], dated as of [________ __], 2009 (“Trust Indenture”), between CONTINENTAL AIRLINES, INC., a Delaware corporation (“Owner”), 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”).
NOTE PURCHASE AGREEMENT Dated as of July 1, 2009 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 NORTHWEST,...Note Purchase Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
REVOLVING CREDIT AGREEMENT (2009-1A) dated as of July 1, 2009 between WILMINGTON TRUST COMPANY, as Subordination Agent, as Agent and Trustee for the Continental Airlines Pass Through Trust 2009-1A, as Borrower and GOLDMAN SACHS BANK USA, as Liquidity...Revolving Credit Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
THIS REVOLVING CREDIT AGREEMENT (2009-1A) dated as of July 1, 2009, between WILMINGTON TRUST COMPANY, a Delaware banking corporation, not in its individual capacity but solely as Subordination Agent under the Intercreditor Agreement (each as defined below), as agent and trustee for the Class A Trust (as defined below) (the “Borrower”), and GOLDMAN SACHS BANK USA, a corporation organized under the banking law of the State of New York (the “Liquidity Provider”).
INTERCREDITOR AGREEMENT Dated as of July 1, 2009 AMONG WILMINGTON TRUST COMPANY, not in its individual capacity but solely as Trustee under the Continental Airlines Pass Through Trust 2009-1A GOLDMAN SACHS BANK USA, as Liquidity Provider AND...Intercreditor Agreement • July 2nd, 2009 • Continental Airlines Inc /De/ • Air transportation, scheduled
INTERCREDITOR AGREEMENT dated as of July 1, 2009, among WILMINGTON TRUST COMPANY, a Delaware banking corporation ("WTC"), not in its individual capacity but solely as Trustee of the Trust (each as defined below); GOLDMAN SACHS BANK USA, a corporation organized under the banking law of the State of New York, 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").
