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Intercreditor Agreement

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Title:

Intercreditor Agreement

Entities:

Citibank, NA; Citigroup Global Markets Inc.; Continental Airlines, Inc.; McGraw-Hill Companies Inc.

Date:

2005

Size:

Preview shows 60KB of 151KB total

Price:

$62

ID:

#821966

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EXECUTION VERSION

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-WRTTEMBERG

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

Table of Contents

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS	2
SECTION 1.1 Definitions	2
ARTICLE II TRUST ACCOUNTS; CONTROLLING PARTY	15
SECTION 2.1 Agreement to Terms of Subordination; Payments from Monies Received Only	15
SECTION 2.2 Trust Accounts	16
SECTION 2.3 Deposits to the Collection Account and Special Payments Account	17
SECTION 2.4 Distributions of Special Payments	18
SECTION 2.5 Designated Representatives	20
SECTION 2.6 Controlling Party	20
ARTICLE III RECEIPT, DISTRIBUTION AND APPLICATION OF AMOUNTS RECEIVED	22
SECTION 3.1 Written Notice of Distribution	22
SECTION 3.2 Distribution of Amounts on Deposit in the Collection Account	24
SECTION 3.3 Distribution of Amounts on Deposit Following a Triggering Event	25
SECTION 3.4 Other Payments	26
SECTION 3.5 Payments to the Trustee and the Liquidity Provider	27
SECTION 3.6 Liquidity Facilities	27
ARTICLE IV EXERCISE OF REMEDIES	32
SECTION 4.1 Directions from the Controlling Party	32
SECTION 4.2 Remedies Cumulative	34
SECTION 4.3 Discontinuance of Proceedings	34
SECTION 4.4 Right of Certificateholders to Receive Payments Not to Be Impaired	34
SECTION 4.5 Undertaking for Costs	34
ARTICLE V DUTIES OF THE SUBORDINATION AGENT; AGREEMENTS OF TRUSTEES, ETC.	35
SECTION 5.1 Notice of Indenture Default or Triggering Event	35
SECTION 5.2 Indemnification	36
SECTION 5.3 No Duties Except as Specified in Intercreditor Agreement	36
SECTION 5.4 Notice from the Liquidity Provider and Trustee	37
ARTICLE VI THE SUBORDINATION AGENT	37
SECTION 6.1 Authorization; Acceptance of Trusts and Duties	37

Table of Contents

TABLE OF CONTENTS

(Continued)

Page

SECTION 6.2 Absence of Duties	37
SECTION 6.3 No Representations or Warranties as to Documents	37
SECTION 6.4 No Segregation of Monies; No Interest	37
SECTION 6.5 Reliance; Agents; Advice of Counsel	38
SECTION 6.6 Capacity in Which Acting	38
SECTION 6.7 Compensation	38
SECTION 6.8 May Become Certificateholder	38
SECTION 6.9 Subordination Agent Required; Eligibility	39
SECTION 6.10 Money to Be Held in Trust	39
ARTICLE VII INDEMNIFICATION OF SUBORDINATION AGENT	39
SECTION 7.1 Scope of Indemnification	39
ARTICLE VIII SUCCESSOR SUBORDINATION AGENT	39
SECTION 8.1 Replacement of Subordination Agent; Appointment of Successor	39
ARTICLE IX SUPPLEMENTS AND AMENDMENTS	41
SECTION 9.1 Amendments, Waivers, Etc.	41
SECTION 9.2 Subordination Agent Protected	42
SECTION 9.3 Effect of Supplemental Agreements	42
SECTION 9.4 Notice to Rating Agencies	42
ARTICLE X MISCELLANEOUS	43
SECTION 10.1 Termination of Intercreditor Agreement	43
SECTION 10.2 Intercreditor Agreement for Benefit of Trustees, Liquidity Provider and Subordination Agent	43
SECTION 10.3 Notices	43
SECTION 10.4 Severability	44
SECTION 10.5 No Oral Modifications or Continuing Waivers	44
SECTION 10.6 Successors and Assigns	44
SECTION 10.7 Headings	44
SECTION 10.8 Counterpart Form	45
SECTION 10.9 Subordination	45
SECTION 10.10 Governing Law	46
SECTION 10.11 Submission to Jurisdiction; Waiver of Jury Trial; Waiver of Immunity	46

Table of Contents

INTERCREDITOR AGREEMENT (2005-ERJ1)

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-WRTTEMBERG, a bank established in Germany as a public law institution with legal capacity (Rechtfhige Anstalt des ffentlichen 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").

WHEREAS, all capitalized terms used herein shall have the respective meanings referred to in Article I hereof;

WHEREAS, pursuant to each Indenture, the related Owner Trustee proposes to issue on a non-recourse basis one series of Equipment Notes to finance the debt portion of the purchase price of the Aircraft referred to in such Indenture which will be leased to Continental pursuant to the related Lease;

WHEREAS, pursuant to the Financing Agreements, the Trust will acquire the Equipment Notes;

WHEREAS, pursuant to the Trust Agreement, the Trust proposes to issue Certificates bearing the interest rate and having the final distribution date described in the Trust Agreement on the terms and subject to the conditions set forth therein;

WHEREAS, pursuant to the Underwriting Agreement, the Underwriter proposes to purchase Certificates issued by the Trust in the aggregate face amount set forth on Schedule I thereto on the terms and subject to the conditions set forth therein;

WHEREAS, the Liquidity Provider proposes to enter into a Liquidity Facility with the Subordination Agent, as agent for the Trustee, for the benefit of the Certificateholders;

WHEREAS, it is a condition precedent to the obligations of the Underwriter under the Underwriting Agreement that the Subordination Agent, the Trustee and the Liquidity Provider agree to the terms of subordination set forth in this Agreement in respect of the Certificates, and the Subordination Agent, the Trustee and the Liquidity Provider, by entering into this Agreement, hereby acknowledge and agree to such terms of subordination and the other provisions of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

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