ESCROW AND PAYING AGENT AGREEMENT Dated as of December 27, 2012 among U.S. BANK NATIONAL ASSOCIATION as Escrow Agent CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY & CO. LLC and GOLDMAN, SACHS & CO. for themselves and on behalf of the several...Escrow and Paying Agent Agreement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
ESCROW AND PAYING AGENT AGREEMENT dated as of December 27, 2012, (as amended, modified or supplemented from time to time, this “Agreement”) among U.S. BANK NATIONAL ASSOCIATION, a national banking association, as Escrow Agent (in such capacity, together with its successors in such capacity, the “Escrow Agent”); CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY & CO. LLC and GOLDMAN, SACHS & CO., for themselves and on behalf of the several Underwriters of the Certificates referred to below (the “Underwriters” and together with their respective transferees and assigns as registered owners of the Certificates, the “Investors”) under the Underwriting Agreement referred to below; WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, 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 t
CONTINENTAL AIRLINES, INC. Continental Airlines Pass Through Certificates, Series 2012-3C-O UNDERWRITING AGREEMENTUnderwriting Agreement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
Continental Airlines, Inc., a Delaware corporation (the “Company”), proposes that Wilmington Trust, National Association, 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 2012-3C-O (the “Class C Certificates”), in the aggregate face amount and with the interest rate and final expected distribution date set forth on Schedule I hereto on the terms and conditions stated herein.
DEPOSIT AGREEMENT Dated as of December 27, 2012 between U.S. BANK NATIONAL ASSOCIATIONDeposit Agreement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
DEPOSIT AGREEMENT dated as of December 27, 2012 (as amended, modified or supplemented from time to time, this “Agreement”) between U.S. BANK 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 NATIXIS S.A., acting through its New York Branch, a société anonyme organized and existing under the laws of France and licensed under the laws of the State of New York, as depositary bank (the “Depositary”).
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2012-2)Intercreditor Agreement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled
AMENDMENT NO. 1 TO INTERCREDITOR AGREEMENT (2012-2), dated as of December 27, 2012 (this “Amendment No. 1”), is made by and among WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Trustee (the “Class C Trustee”) under the Continental Airlines Pass Through Trust 2012-3C-O (the “Class C Trust”); CONTINENTAL AIRLINES, INC., a Delaware corporation (“Continental”); and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as Subordination Agent and as trustee under the Intercreditor Agreement (as defined below) (in such capacity, together with any duly appointed successor, the “Subordination Agent”).
TRUST SUPPLEMENT No. 2012-3C-O Dated as of December 27, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Supplement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • Delaware
TRUST SUPPLEMENT No. 2012-3C-S Dated as of December 27, 2012 between WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, and CONTINENTAL AIRLINES, INC. to PASS THROUGH TRUST AGREEMENT Dated as of October 3, 2012 Continental Airlines Pass Through Trust...Trust Supplement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
NOTE PURCHASE AGREEMENT Dated as of December 27, 2012 Among CONTINENTAL AIRLINES, INC., WILMINGTON TRUST, NATIONAL ASSOCIATION, as Pass Through Trustee under the Pass Through Trust Agreement WILMINGTON TRUST COMPANY, as Subordination Agent under the...Note Purchase Agreement • January 3rd, 2013 • Continental Airlines Inc /De/ • Air transportation, scheduled • New York
This NOTE PURCHASE AGREEMENT, dated as of December 27, 2012, among (i) CONTINENTAL AIRLINES, INC., a Delaware corporation (the “Company”), (ii)WILMINGTON TRUST, NATIONAL ASSOCIATION (“WTNA”), a national banking association, 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 (as defined below), (iii) WILMINGTON TRUST COMPANY (“WTC”), a Delaware trust company, as subordination agent and trustee under the Intercreditor Agreement (2012-1) dated as of March 22, 2012 (in such capacity together with its successors in such capacity, the “2012-1 Subordination Agent”), (iv) WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as subordination agent and trustee under the Intercreditor Agreement (2012-2) dated as of October 3, 2012 (in such capacity together with its successors in such capacity, the “
