<PAGE> 1
Filed Pursuant to Rule 424(B)(3)
Registration No. 333-61601
THIS PRELIMINARY PROSPECTUS SUPPLEMENT RELATES TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, BUT IS NOT COMPLETE AND MAY BE
CHANGED. THIS PRELIMINARY PROSPECTUS SUPPLEMENT IS NOT AN OFFER TO SELL THESE
SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY
STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED MAY 28, 1999
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED AUGUST 25, 1998
$741,887,641
[CONTINENTAL AIRLINES LOGO]
1999-2 PASS THROUGH TRUSTS
PASS THROUGH CERTIFICATES, SERIES 1999-2
Five classes of the Continental Airlines Pass Through Trust Certificates,
Series 1999-2, will be issued in this offering: Class A-1, A-2, B, C-1 and C-2.
A separate trust will be established for each class of certificates. The
proceeds from the sale of certificates will initially be held in escrow. The
trusts will use the escrowed funds to acquire equipment notes. The equipment
notes will be issued to finance the acquisition by Continental Airlines of 21
new Boeing aircraft scheduled for delivery from July 1999 to December 1999. The
aircraft will be leased or purchased by Continental. Payments on the equipment
notes held in each trust will be passed through to the holders of certificates
of such trust.
The equipment notes issued for each aircraft will have a security interest
in such aircraft. Interest on the equipment notes will be payable semiannually
on each March 15 and September 15, beginning on September 15, 1999. Principal
payments on the equipment notes held for the Class A-1, B and C-1 certificates
are scheduled on March 15 and September 15 in certain years, beginning on March
15, 2000. The entire principal of the equipment notes held for the Class A-2
certificates will be scheduled for payment on September 15, 2009. The entire
principal of the equipment notes held for the Class C-2 certificates will be
scheduled for payment on September 15, 2004.
The Class A-1 and A-2 certificates will rank equally in right of
distributions and will rank senior to the other certificates. The Class B
certificates will rank junior to the Class A-1 and A-2 certificates and will
rank senior to the Class C-1 and C-2 certificates. The Class C-1 and C-2
certificates will rank equally and will rank junior to the other certificates.
Bayerische Landesbank Girozentrale will provide a liquidity facility for
each of the Class A-1, A-2, B, C-1 and C-2 certificates, in each case in an
amount sufficient to make three semiannual interest payments.
The certificates will not be listed on any national securities exchange.
INVESTING IN THE CERTIFICATES INVOLVES RISKS. SEE "RISK FACTORS" ON PAGE
S-19.
<TABLE>
<CAPTION>
PASS THROUGH PRINCIPAL INTEREST FINAL EXPECTED PRICE TO
CERTIFICATES AMOUNT RATE DISTRIBUTION DATE PUBLIC(1)
- ------------ ---------------- -------- ------------------ ---------
<S> <C> <C> <C> <C>
Class A-1...................................... $304,842,806 % March 15, 2020 100%
Class A-2...................................... 192,425,426 September 15, 2009 100
Class B........................................ 111,077,763 March 15, 2020 100
Class C-1...................................... 52,966,067 March 15, 2011 100
Class C-2...................................... 80,575,579 September 15, 2004 100
</TABLE>
- ---------------
(1) Plus accrued interest, if any, from the date of issuance.
The underwriters will purchase all of the certificates if any are
purchased. The aggregate proceeds from the sale of the certificates will be
$ . Continental will pay the underwriters a commission of $ .
Delivery of the certificates in book-entry form only will be made on or about
June , 1999.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
Joint Bookrunners
CREDIT SUISSE FIRST BOSTON MORGAN STANLEY DEAN WITTER
------------------------
GOLDMAN, SACHS & CO. SALOMON SMITH BARNEY
The date of this prospectus supplement is June , 1999.
<PAGE> 2
PRESENTATION OF INFORMATION
These offering materials consist of two documents: (a) this Prospectus
Supplement, which describes the terms of the certificates that we are currently
offering, and (b) the accompanying Prospectus, which provides general
information about our pass through certificates, some of which may not apply to
the certificates that we are currently offering. The information in this
Prospectus Supplement replaces any inconsistent information included in the
accompanying Prospectus.
We have given certain capitalized terms specific meanings for purposes of
this Prospectus Supplement. The "Index of Terms" attached as Appendix I to this
Prospectus Supplement lists the page in this Prospectus Supplement on which we
have defined each such term.
At varying places in this Prospectus Supplement and the Prospectus, we
refer you to other sections of such documents for additional information by
indicating the caption heading of such other sections. The page on which each
principal caption included in this Prospectus Supplement and the Prospectus can
be found is listed in the Table of Contents below. All such cross references in
this Prospectus Supplement are to captions contained in this Prospectus
Supplement and not in the Prospectus, unless otherwise stated.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT SUMMARY............... S-5
Summary of Terms of Certificates.......... S-5
Equipment Notes and the Aircraft.......... S-6
Loan to Aircraft Value Ratios............. S-7
Cash Flow Structure....................... S-8
The Offering.............................. S-9
Summary Financial and Operating Data...... S-16
RISK FACTORS................................ S-19
Risk Factors Relating to the Company...... S-19
Risk Factors Relating to the Airline
Industry................................ S-21
Risk Factors Relating to the Certificates
and the Offering........................ S-22
USE OF PROCEEDS............................. S-24
THE COMPANY................................. S-25
Domestic Operations....................... S-25
International Operations.................. S-26
DESCRIPTION OF THE CERTIFICATES............. S-29
General................................... S-29
Subordination............................. S-30
Payments and Distributions................ S-32
Pool Factors.............................. S-34
Reports to Certificateholders............. S-36
Indenture Defaults and Certain Rights Upon
an Indenture Default.................... S-37
Purchase Rights of Certificateholders..... S-39
PTC Event of Default...................... S-39
Merger, Consolidation and Transfer of
Assets.................................. S-40
Modifications of the Pass Through Trust
Agreements and Certain Other
Agreements.............................. S-40
Obligation to Purchase Equipment Notes.... S-43
Possible Issuance of Class D
Certificates............................ S-46
Liquidation of Original Trusts............ S-47
Termination of the Trusts................. S-47
The Trustees.............................. S-47
Book-Entry; Delivery and Form............. S-47
DESCRIPTION OF THE DEPOSIT AGREEMENTS....... S-49
General................................... S-49
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Unused Deposits........................... S-49
Distribution Upon Occurrence of Triggering
Event................................... S-50
Depositary................................ S-50
DESCRIPTION OF THE ESCROW AGREEMENTS........ S-51
DESCRIPTION OF THE LIQUIDITY FACILITIES..... S-52
General................................... S-52
Drawings.................................. S-52
Reimbursement of Drawings................. S-55
Liquidity Events of Default............... S-56
Liquidity Provider........................ S-56
DESCRIPTION OF THE INTERCREDITOR
AGREEMENT................................. S-57
Intercreditor Rights...................... S-57
Priority of Distributions................. S-58
Voting of Equipment Notes................. S-62
Addition of Trustee for Class D
Certificates............................ S-62
The Subordination Agent................... S-63
DESCRIPTION OF THE AIRCRAFT AND THE
APPRAISALS................................ S-63
The Aircraft.............................. S-63
The Appraisals............................ S-64
Deliveries of Aircraft.................... S-65
Substitute Aircraft....................... S-65
DESCRIPTION OF THE EQUIPMENT NOTES.......... S-66
General................................... S-66
Subordination............................. S-67
Principal and Interest Payments........... S-67
Redemption................................ S-68
Security.................................. S-69
Loan to Value Ratios of Equipment Notes... S-70
Limitation of Liability................... S-73
Indenture Defaults, Notice and Waiver..... S-74
Remedies.................................. S-75
Modification of Indentures and Leases..... S-78
Owner Participant's Right to
Restructure............................. S-78
</TABLE>
S-2
<PAGE> 3
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Indemnification........................... S-78
The Leases and Certain Provisions of the
Owned Aircraft Indentures............... S-78
CERTAIN U.S. FEDERAL INCOME TAX
CONSEQUENCES.............................. S-86
General................................... S-86
Tax Status of the Trusts.................. S-86
Taxation of Certificateholders
Generally............................... S-87
Effect of Reallocation of Payments under
the Intercreditor Agreement............. S-88
Dissolution of Original Trusts and
Formation of New Trusts................. S-89
Sale or Other Disposition of the
Certificates............................ S-89
Foreign Certificateholders................ S-89
Backup Withholding........................ S-90
CERTAIN DELAWARE TAXES...................... S-90
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CERTAIN ERISA CONSIDERATIONS................ S-90
UNDERWRITING................................ S-93
NOTICE TO CANADIAN RESIDENTS................ S-94
Resale Restrictions....................... S-94
Representations of Purchasers............. S-94
Rights of Action (Ontario Purchasers)..... S-94
Enforcement of Legal Rights............... S-95
Notice to British Columbia Residents...... S-95
Taxation and Eligibility for Investment... S-95
LEGAL MATTERS............................... S-95
EXPERTS..................................... S-95
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE................................. S-95
INDEX OF TERMS..........................Appendix I
APPRAISAL LETTERS......................Appendix II
</TABLE>
PROSPECTUS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AVAILABLE INFORMATION....................... 2
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE................................. 2
THE COMPANY................................. 3
USE OF PROCEEDS............................. 3
RATIO OF EARNINGS TO FIXED CHARGES.......... 4
GENERAL OUTLINE OF TRUST STRUCTURE.......... 4
DESCRIPTION OF THE CERTIFICATES............. 5
General................................... 5
Book-Entry Registration................... 6
Payments and Distributions................ 8
Pool Factors.............................. 9
Reports to Certificateholders............. 9
Voting of Equipment Notes................. 10
Events of Default and Certain Rights upon
an Event of Default..................... 10
Merger, Consolidation and Transfer of
Assets.................................. 12
Modifications of the Basic Agreement...... 12
Modification of Indenture and Related
Agreements.............................. 13
Cross-Subordination Issues................ 13
Termination of the Trusts................. 14
Delayed Purchase of Equipment Notes....... 14
Liquidity Facility........................ 14
The Trustee............................... 14
DESCRIPTION OF THE EQUIPMENT NOTES.......... 15
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
General................................... 15
Principal and Interest Payments........... 15
Redemption................................ 16
Security.................................. 16
Ranking of Equipment Notes................ 18
Payments and Limitation of Liability...... 18
Defeasance of the Indentures and the
Equipment Notes in Certain
Circumstances........................... 18
Assumption of Obligations by
Continental............................. 19
Liquidity Facility........................ 19
Intercreditor Issues...................... 19
CERTAIN UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.............................. 20
General................................... 20
Tax Status of the Trusts.................. 20
Taxation of Certificateholders
Generally............................... 20
Effect of Subordination of Subordinated
Certificateholders...................... 21
Original Issue Discount................... 21
Sale of Other Disposition of the
Certificates............................ 21
Foreign Certificateholders................ 22
Backup Withholding........................ 22
ERISA CONSIDERATIONS........................ 22
PLAN OF DISTRIBUTION........................ 23
LEGAL OPINIONS.............................. 24
EXPERTS..................................... 24
</TABLE>
------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO
WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY BE USED ONLY WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY BE ACCURATE ONLY
ON THE DATE OF THIS DOCUMENT.
S-3
<PAGE> 4
(This page intentionally left blank)
S-4
<PAGE> 5
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from this Prospectus
Supplement and the accompanying Prospectus and may not contain all of the
information that is important to you. For more complete information about the
Certificates and Continental Airlines, you should read this entire Prospectus
Supplement and the accompanying Prospectus, as well as the materials filed with
the Securities and Exchange Commission that are considered to be part of this
Prospectus Supplement. See "Incorporation of Certain Documents by Reference".
SUMMARY OF TERMS OF CERTIFICATES*
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS B CLASS C-1 CLASS C-2
CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Aggregate Face Amount......................... $304,842,806 $192,425,426 $111,077,763 $52,966,067 $80,575,579
Ratings:
Moody's..................................... Aa3 Aa3 A2 Baa1 Baa1
Standard & Poor's........................... AA+ AA+ AA- A- A-
Initial Loan to Aircraft Value
(cumulative)(1)............................. 40.3% 40.3% 49.0% 59.0% 59.0%
Expected Highest Loan to Aircraft Value
(cumulative)(2)............................. 40.6% 40.6% 50.2% 60.4% 60.4%
Expected Principal Distribution Window (in
years)...................................... 0.8-20.8 10.3 0.8-20.8 0.8-11.8 5.3
Initial Average Life (in years from Issuance
Date)....................................... 12.2 10.3 10.7 6.8 5.3
Regular Distribution Dates.................... March 15 and March 15 and March 15 and March 15 and March 15 and
September 15 September 15 September 15 September 15 September 15
Final Expected Regular Distribution Date...... March 15, September 15, March 15, March 15, September 15,
2020 2009 2020 2011 2004
Final Maturity Date........................... September 15, March 15, September 15, September 15, March 15,
2021 2011 2021 2012 2006
Minimum Denomination.......................... $1,000 $1,000 $1,000 $1,000 $1,000
Section 1110 Protection....................... Yes Yes Yes Yes Yes
Liquidity Facility Coverage................... 3 semiannual 3 semiannual 3 semiannual 3 semiannual 3 semiannual
interest interest interest interest interest
payments payments payments payments payments
</TABLE>
- ---------------
* The Classes and amounts of Certificates offered and the terms of such
Certificates are indicative only and subject to change.
(1) These percentages are calculated as of March 15, 2000, the first Regular
Distribution Date after all Aircraft are scheduled to have been delivered.
In making such calculations, we have assumed that all Aircraft are delivered
prior to such date, that the maximum principal amount of Equipment Notes is
issued and that the aggregate appraised Aircraft value is $1,229,338,333 as
of such date. The appraised value is only an estimate and reflects certain
assumptions. See "Description of the Aircraft and the Appraisals -- The
Appraisals".
(2) See "-- Loan to Aircraft Value Ratios" in this Prospectus Supplement
Summary.
S-5
<PAGE> 6
EQUIPMENT NOTES AND THE AIRCRAFT
The 21 Boeing aircraft to be financed pursuant to this offering will
consist of four Boeing 737-724 aircraft, thirteen Boeing 737-824 aircraft, one
Boeing 757-224 aircraft and three Boeing 777-224 aircraft. The Boeing 737-824
and 757-224 aircraft will be selected by Continental from among fifteen 737-824
aircraft and two 757-224 aircraft, respectively. All such aircraft are scheduled
for delivery prior to the deadline for purposes of this offering. See
"Description of the Aircraft and the Appraisals -- The Appraisals" for a
description of the aircraft that may be financed with the proceeds of this
offering. Set forth below is certain information about the Equipment Notes
expected to be held in the Trusts and the aircraft expected to secure such
Equipment Notes (assuming, for purposes of the chart below, that the Boeing
737-824 and 757-224 aircraft with the lowest appraised values are selected):
<TABLE>
<CAPTION>
MAXIMUM
PRINCIPAL AMOUNT
OF EQUIPMENT APPRAISED
AIRCRAFT TYPE(1) NOTES(2) VALUE(3)
- ---------------- ---------------- ------------
<S> <C> <C>
Boeing 737-724........................................ $23,290,950 $ 38,473,333
Boeing 737-724........................................ 23,336,100 38,516,667
Boeing 737-724........................................ 23,381,250 38,563,333
Boeing 737-724........................................ 23,381,250 38,563,333
Boeing 737-824........................................ 28,844,400 47,097,667
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,902,450 47,252,000
Boeing 737-824........................................ 28,960,500 47,308,667
Boeing 737-824........................................ 28,960,500 47,308,667
Boeing 737-824........................................ 28,960,500 47,308,667
Boeing 737-824........................................ 29,018,550 47,365,333
Boeing 737-824........................................ 29,018,550 47,365,333
Boeing 737-824........................................ 29,018,550 47,365,333
Boeing 757-224........................................ 38,364,600 59,480,000
Boeing 777-224........................................ 85,585,050 133,510,000
Boeing 777-224........................................ 85,759,200 133,510,000
Boeing 777-224........................................ 85,926,900 134,090,000
</TABLE>
- ---------------
(1) The delivery deadline for purposes of this offering is March 31, 2000 (or
later under certain circumstances). See "Description of the Aircraft and the
Appraisals -- Deliveries of Aircraft". Continental has the option to
substitute other aircraft if the delivery of any Aircraft is expected to be
delayed for more than 30 days after the month scheduled for delivery or
beyond the delivery deadline. See "Description of the Aircraft and the
Appraisals -- Substitute Aircraft".
(2) The actual principal amount issued for an Aircraft may be less depending on
the circumstances of the financing of such Aircraft. The aggregate principal
amount of all of the Equipment Notes will not exceed the aggregate face
amount of the Certificates.
(3) The appraised value of each Aircraft set forth above is the lesser of the
average and median values of such Aircraft as appraised by three independent
appraisal and consulting firms, projected as of the scheduled delivery month
of each Aircraft. Such appraisals are based upon varying assumptions and
methodologies. An appraisal is only an estimate of value and should not be
relied upon as a measure of realizable value. See "Risk Factors -- Risk
Factors Relating to the Certificates and the Offering -- Appraisals and
Realizable Value of Aircraft".
S-6
<PAGE> 7
LOAN TO AIRCRAFT VALUE RATIOS*
The following table sets forth loan to Aircraft value ratios ("LTVs") for
each Class of Certificates as of March 15, 2000 (the first Regular Distribution
Date that occurs after all Aircraft are scheduled to have been delivered) and
each September 15 Regular Distribution Date thereafter. The LTVs for any Class
of Certificates for the period prior to March 15, 2000 are not meaningful, since
during such period all of the Equipment Notes expected to be acquired by the
Trusts and the related Aircraft will not be included in the calculation. The
table should not be considered a forecast or prediction of expected or likely
LTVs but simply a mathematical calculation based on one set of assumptions. See
"Risk Factors -- Risk Factors Relating to the Certificates and the
Offering -- Appraisals and Realizable Value of Aircraft".
<TABLE>
<CAPTION>
ASSUMED OUTSTANDING BALANCE(2) LTV(3)
AGGREGATE ------------------------------------------------------------------------ ------------
AIRCRAFT CLASS A-1 CLASS A-2 CLASS B CLASS C-1 CLASS C-2 CLASS A-1
DATE VALUE(1) CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
- ---- -------------- ------------ ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
March 15, 2000....... $1,229,338,333 $302,608,742 $192,425,426 $107,028,189 $42,818,769 $80,575,579 40.3%
September 15, 2000... 1,192,458,183 285,456,863 192,425,426 107,028,189 42,818,769 80,575,579 40.1
September 15, 2001... 1,155,578,033 274,496,720 192,425,426 106,124,786 38,909,768 80,575,579 40.4
September 15, 2002... 1,118,697,883 261,585,677 192,425,426 104,360,912 36,237,540 80,575,579 40.6
September 15, 2003... 1,081,817,733 243,117,505 192,425,426 102,274,710 33,964,259 80,575,579 40.3
September 15, 2004... 1,044,937,583 231,650,879 192,425,426 100,469,703 33,937,609 0 40.6
September 15, 2005... 1,008,057,433 216,683,480 192,425,426 97,240,203 29,224,306 0 40.6
September 15, 2006... 971,177,283 201,667,816 192,425,426 93,187,090 23,597,490 0 40.6
September 15, 2007... 934,297,133 186,748,682 192,425,426 89,929,232 22,811,167 0 40.6
September 15, 2008... 897,416,983 171,781,283 192,425,426 86,606,470 22,477,094 0 40.6
September 15, 2009... 451,763,200 171,781,283 0 45,600,910 21,447,574 0 38.0
September 15, 2010... 432,401,920 170,342,521 0 44,007,010 12,218,900 0 39.4
September 15, 2011... 413,040,640 166,590,879 0 38,436,202 0 0 40.3
September 15, 2012... 393,679,360 159,663,471 0 28,891,283 0 0 40.6
September 15, 2013... 374,318,080 149,480,346 0 17,910,534 0 0 39.9
September 15, 2014... 354,956,800 136,933,226 0 12,792,524 0 0 38.6
September 15, 2015... 329,141,760 118,955,707 0 6,095,347 0 0 36.1
September 15, 2016... 303,326,720 103,662,118 0 664,361 0 0 34.2
September 15, 2017... 277,511,680 86,181,747 0 198,970 0 0 31.1
September 15, 2018... 251,696,640 57,746,797 0 198,970 0 0 22.9
September 15, 2019... 209,323,567 22,262,181 0 198,970 0 0 10.6
September 15, 2020... 0 0 0 0 0 0 NA
<CAPTION>
LTV(3)
---------------------------------------------------------
CLASS A-2 CLASS B CLASS C-1 CLASS C-2
DATE CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
- ---- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
March 15, 2000....... 40.3% 49.0% 59.0% 59.0%
September 15, 2000... 40.1 49.1 59.4 59.4
September 15, 2001... 40.4 49.6 59.9 59.9
September 15, 2002... 40.6 49.9 60.4 60.4
September 15, 2003... 40.3 49.7 60.3 60.3
September 15, 2004... 40.6 50.2 53.4 NA
September 15, 2005... 40.6 50.2 53.1 NA
September 15, 2006... 40.6 50.2 52.6 NA
September 15, 2007... 40.6 50.2 52.7 NA
September 15, 2008... 40.6 50.2 52.7 NA
September 15, 2009... NA 48.1 52.9 NA
September 15, 2010... NA 49.6 52.4 NA
September 15, 2011... NA 49.6 NA NA
September 15, 2012... NA 47.9 NA NA
September 15, 2013... NA 44.7 NA NA
September 15, 2014... NA 42.2 NA NA
September 15, 2015... NA 38.0 NA NA
September 15, 2016... NA 34.4 NA NA
September 15, 2017... NA 31.1 NA NA
September 15, 2018... NA 23.0 NA NA
September 15, 2019... NA 10.7 NA NA
September 15, 2020... NA NA NA NA
</TABLE>
- ---------------
* The Classes of Certificates, the Aircraft, the periodic outstanding balances
and the resulting LTVs for each Class of Certificates are indicative only
and subject to change.
(1) We have assumed that the initial appraised value of each Aircraft,
determined as described under "-- Equipment Notes and the Aircraft",
declines by approximately 3% per year for the first fifteen years after the
year of delivery of such Aircraft and by approximately 4% per year
thereafter.
(2) In calculating the outstanding balances, we have assumed that the Trusts
will acquire the maximum principal amount of Equipment Notes for all
Aircraft.
(3) The LTVs for each Class of Certificates were obtained for each Regular
Distribution Date by dividing (i) the expected outstanding balance of such
Class together with the expected outstanding balance of all other Classes
equal or senior in right of payment to such Class after giving effect to the
distributions expected to be made on such date, by (ii) the assumed value of
all of the Aircraft on such date based on the assumptions described above.
The outstanding balances and LTVs may change if, among other things, the
aggregate principal amount of the Equipment Notes acquired by the Trusts is
less than the maximum permitted under the terms of this offering or the
amortization of the Equipment Notes differs from the assumed amortization
schedule calculated for purposes of this Prospectus Supplement.
The above table was compiled on an aggregate basis. However, the Equipment
Notes for an Aircraft will not have a security interest in any other Aircraft.
This means that any excess proceeds realized from the sale of an Aircraft or
other exercise of remedies will not be available to cover any shortfalls on the
Equipment Notes relating to any other Aircraft. See "Description of the
Equipment Notes -- Loan to Value Ratios of Equipment Notes" for examples of LTVs
for the Equipment Notes issued in respect of individual Aircraft, which may be
more relevant in a default situation than the aggregate values shown above.
S-7
<PAGE> 8
CASH FLOW STRUCTURE
Set forth below is a diagram illustrating the structure for the offering of
the Certificates and certain cash flows.
[Diagram omitted, which shows that Continental will pay to the Loan
Trustee for Leased Aircraft and Owned Aircraft (a) the lease rental payments,
which are assigned by the Owner Trustee, on Leased Aircraft and (b) the
mortgage payments on Owned Aircraft. From such lease rental payments and
mortgage payments, the Loan Trustee will make Equipment Note payments on the
Series A-1 Equipment Notes, the Series A-2 Equipment Notes, the Series B
Equipment Notes, the Series C-1 Equipment Notes and the Series C-2 Equipment
Notes with respect to all Aircraft to the Subordination Agent. Excess rental
payments will be paid by the Loan Trustee to the lessors for Leased Aircraft.
From such Equipment Note payments, the Subordination Agent will pay principal,
premium, if any, and interest distributions to the Class A-1 Trustee, the Class
A-2 Trustee, the Class B Trustee, the Class C-1 Trustee and the Class C-2
Trustee, who will pay such principal, premium, if any, and interest
distributions to the Class A-1 Certificateholders, the Class A-2
Certificateholders, the Class B Certificateholders, the Class C-1
Certificateholders and the Class C-2 Certificateholders, respectively. The
Subordination Agent may also receive advances, if any, and pay reimbursements,
if any, to the applicable Liquidity Provider. The Depositary will make interest
payments on the Deposits to the Escrow Agent. From such interest payments, the
Escrow Agent will make payments to the Class A-1 Certificateholders, the Class
A-2 Certificateholders, the Class B Certificateholders, the Class C-1
Certificateholders and the Class C-2 Certificateholders.]
- -------------------
(1) Each Aircraft leased to Continental will be subject to a separate Lease and
a related Indenture; each Aircraft owned by Continental will be subject to a
separate Indenture.
(2) The proceeds of the offering of each Class of Certificates will initially be
held in escrow and deposited with the Depositary. The Depositary will hold
such funds as interest-bearing Deposits. Each Trust will withdraw funds from
the Deposits relating to such Trust to purchase Equipment Notes from time to
time as each Aircraft is financed. The scheduled payments of interest on the
Equipment Notes and on the Deposits relating to a Trust, taken together,
will be sufficient to pay accrued interest on the outstanding Certificates
of such Trust. The Liquidity Facilities will not cover interest on the
Deposits.
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<PAGE> 9
THE OFFERING
Certificates Offered.......... - Class A-1 Certificates
- Class A-2 Certificates
- Class B Certificates
- Class C-1 Certificates
- Class C-2 Certificates
Each Class of Certificates will represent a
fractional undivided interest in a related
Trust.
Use of Proceeds............... The proceeds from the sale of the Certificates
of each Trust will initially be held in escrow
and deposited with the Depositary. Each Trust
will withdraw funds from the escrow relating to
such Trust to acquire Equipment Notes. The
Equipment Notes will be issued to finance the
acquisition by Continental of 21 new Boeing
aircraft scheduled for delivery from July 1999
to December 1999.
Subordination Agent, Trustee,
Paying Agent and Loan
Trustee..................... Wilmington Trust Company
Escrow Agent.................. First Security Bank, National Association
Depositary.................... Westdeutsche Landesbank Girozentrale, New York
branch
Liquidity Provider............ Bayerische Landesbank Girozentrale
Trust Property................ The property of each Trust will include:
- Equipment Notes acquired by such Trust.
- All monies receivable under the Liquidity
Facility for such Trust.
- Funds from time to time deposited with the
Trustee in accounts relating to such Trust.
Regular Distribution Dates.... March 15 and September 15, commencing on
September 15, 1999.
Record Dates.................. The fifteenth day preceding the related
Distribution Date.
Distributions................. The Trustee will distribute all payments of
principal, premium (if any) and interest
received on the Equipment Notes held in each
Trust to the holders of the Certificates of
such Trust, subject to the subordination
provisions applicable to the Certificates.
Scheduled payments of principal and interest
made on the Equipment Notes will be distributed
on the applicable Regular Distribution Dates.
Payments of principal, premium (if any) and
interest made on the Equipment Notes resulting
from any early redemption or purchase of such
Equipment Notes will be distributed on a
special distribution date after not less than
15 days' notice to Certificateholders.
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<PAGE> 10
Subordination................. Distributions on the Certificates will be made
in the following order:
- First, to the holders of the Class A-1 and
Class A-2 Certificates.
- Second, to the holders of the Class B
Certificates.
- Third, to the holders of the Class C-1 and
Class C-2 Certificates.
If Continental is in bankruptcy or certain
other specified events have occurred but
Continental is continuing to meet certain of
its obligations, the subordination provisions
applicable to the Certificates permit
distributions to be made to junior Certificates
prior to making distributions in full on the
senior Certificates.
Control of Loan Trustee....... The holders of at least a majority of the
outstanding principal amount of Equipment Notes
issued under each Indenture will be entitled to
direct the Loan Trustee under such Indenture in
taking action as long as no Indenture Default is
continuing thereunder. If an Indenture Default
is continuing, subject to certain conditions,
the "Controlling Party" will direct the Loan
Trustees (including in exercising remedies, such
as accelerating such Equipment Notes or
foreclosing the lien on the Aircraft securing
such Equipment Notes).
The Controlling Party will be:
- The Class A-1 Trustee or Class A-2 Trustee,
whichever represents the Class with the
larger principal amount of Certificates
outstanding at the time that the Indenture
Default occurs.
- Upon payment of final distributions to the
holders of such larger Class, the other of
the Class A-1 Trustee or Class A-2 Trustee.
- Upon payment of final distributions to the
holders of Class A-1 and A-2 Certificates,
the Class B Trustee.
- Upon payment of final distributions to the
holders of Class B Certificates, the Class
C-1 Trustee or Class C-2 Trustee, whichever
represents the Class with the larger
principal amount of Certificates outstanding
at such time.
- Upon payment of final distributions to the
holders of such larger Class, the other of
the Class C-1 Trustee or Class C-2 Trustee.
- Under certain circumstances, and
notwithstanding the foregoing, the liquidity
provider with the largest amount owed to it.
In exercising remedies during the nine months
after the earlier of (a) the acceleration of
the Equipment Notes issued pursuant to any
Indenture or (b) the bankruptcy of Continental,
the Controlling Party may not sell such
Equipment Notes or the Aircraft subject to the
lien of such Indenture for less than
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<PAGE> 11
certain specified minimums or modify lease
rental payments for such Aircraft below a
specified threshold.
Right to Buy Other Classes of
Certificates................ If Continental is in bankruptcy or certain
other specified events have occurred, the
Certificateholders may have the right to buy
certain other Classes of Certificates on the
following basis:
- If the Class A-1 or Class A-2
Certificateholders are then represented by
the Controlling Party, the Certificateholders
of such other Class will have the right to
purchase all of such Class of Certificates
represented by the Controlling Party.
- The Class B Certificateholders will have the
right to purchase all of the Class A-1 and
Class A-2 Certificates.
- The Class C-1 and Class C-2
Certificateholders will have the right to
purchase all of the Class A-1, Class A-2 and
Class B Certificates.
- If the Class C-1 or Class C-2
Certificateholders are then represented by
the Controlling Party, the Certificateholders
of such other Class will have the right to
purchase all of such Class of Certificates
represented by the Controlling Party.
The purchase price in each case described above
will be the outstanding balance of the
applicable Class of Certificates plus accrued
and unpaid interest.
Liquidity Facilities.......... Under the Liquidity Facility for each Trust,
the Liquidity Provider will, if necessary, make
advances in an aggregate amount sufficient to
pay interest on the applicable Certificates on
up to three successive semiannual Regular
Distribution Dates at the applicable interest
rate for such Certificates. The Liquidity
Facilities cannot be used to pay any other
amount in respect of the Certificates and will
not cover interest payable on amounts held in
escrow as Deposits with the Depositary.
Notwithstanding the subordination provisions
applicable to the Certificates, the holders of
the Certificates to be issued by each Trust
will be entitled to receive and retain the
proceeds of drawings under the Liquidity
Facility for such Trust.
Upon each drawing under any Liquidity Facility
to pay interest on the Certificates, the
Subordination Agent will reimburse the
Liquidity Provider for the amount of such
drawing. Such reimbursement obligation and all
interest, fees and other amounts owing to the
Liquidity Provider under each Liquidity
Facility and certain other agreements will rank
equally with comparable obligations relating to
the other Liquidity Facilities and will rank
senior to the Certificates in right of payment.
Escrowed Funds................ Funds in escrow for the Certificateholders of
each Trust will be held by the Depositary as
Deposits relating to such Trust. Funds may be
withdrawn by the Trustees from time to time to
purchase Equipment Notes prior to the deadline
established for purposes of this offering. On
each Regular Distribution Date, the Depositary
will pay interest accrued on the Deposits
relating to
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<PAGE> 12
such Trust at a rate per annum equal to the
interest rate applicable to the Certificates
issued by such Trust. The Deposits relating to
each Trust and interest paid thereon will not
be subject to the subordination provisions
applicable to the Certificates. The Deposits
cannot be used to pay any other amount in
respect of the Certificates.
Unused Escrowed Funds......... All of the Deposits held in escrow may not be
used to purchase Equipment Notes by the
deadline established for purposes of this
offering. This may occur because of delays in
the delivery of Aircraft, variations in the
terms of each Aircraft financing or other
reasons. See "Description of the
Certificates -- Obligation to Purchase
Equipment Notes". If any funds remain as
Deposits with respect to any Trust after such
deadline, they will be withdrawn by the Escrow
Agent for such Trust and distributed, with
accrued and unpaid interest, to the
Certificateholders of such Trust after at least
15 days' prior written notice. See "Description
of the Deposit Agreements -- Unused Deposits".
Obligation to Purchase
Equipment Notes............. The Trustees will be obligated to purchase the
Equipment Notes issued with respect to each
Aircraft pursuant to the Note Purchase
Agreement. Continental may enter into a
leveraged lease financing or a secured debt
financing with respect to each Aircraft
pursuant to forms of financing agreements
attached to the Note Purchase Agreement.
However, the terms of the financing agreements
entered into may differ from the forms of such
agreements described in this Prospectus
Supplement. In the case of a Leased Aircraft,
this is because a third party -- the Owner
Participant -- will provide a portion of the
financing of the Aircraft and may request
changes. In addition, Continental may structure
a financing in ways other than contemplated by
the Note Purchase Agreement, such as through a
"cross-border" lease or a synthetic lease,
which may require different terms in the
financing agreements. Although such changes are
permitted, under the Note Purchase Agreement,
the terms of such financing agreements must (a)
except in the case of a special structure
described in the preceding sentence, contain
the Mandatory Document Terms set forth in the
Note Purchase Agreement and (b) not vary the
Mandatory Economic Terms set forth in the Note
Purchase Agreement. In addition, Continental
must certify to the Trustees that any such
modifications (a) do not materially and
adversely affect the Certificateholders and (b)
in the case of any such special structure, do
not expose the Certificateholders to any
material additional risks beyond those to which
such persons would have been exposed absent
such special structure. Continental must also
obtain written confirmation from each Rating
Agency that the use of financing agreements
modified in any material respect from the forms
attached to the Note Purchase Agreement will
not result in a withdrawal, suspension or
downgrading of the rating of any Class of
Certificates. The Trustees will not be
obligated to purchase Equipment Notes if, at
the time of issuance, Continental is in
bankruptcy or certain other specified events
have
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<PAGE> 13
occurred. See "Description of the
Certificates -- Obligation to Purchase
Equipment Notes".
Equipment Notes
(a) Issuer.................... Leased Aircraft. If Continental leases an
Aircraft, the related Equipment Notes will be
issued by a financial institution, acting as
Owner Trustee. The Owner Trustee will not be
individually liable for such Equipment Notes.
However, Continental's scheduled rental
obligations under the related Lease will be in
amounts sufficient to pay scheduled payments on
such Equipment Notes.
Owned Aircraft. If Continental purchases an
Aircraft, the related Equipment Notes will be
issued by Continental.
(b) Interest.................. The Equipment Notes held in each Trust will
accrue interest at the rate per annum for the
Certificates issued by such Trust set forth on
the cover page of this Prospectus Supplement.
Interest will be payable on March 15 and
September 15 of each year, commencing on the
first such date after issuance of such
Equipment Notes. Interest is calculated on the
basis of a 360-day year consisting of twelve
30-day months.
(c) Principal................. Amortizing Notes. Principal payments on the
Series A-1, Series B and Series C-1 Equipment
Notes are scheduled on March 15 and September
15 in certain years, commencing on March 15,
2000.
Bullet Maturity Notes. The entire principal
amount of the Series A-2 Equipment Notes is
scheduled to be paid on September 15, 2009. The
entire principal amount of the Series C-2
Equipment Notes is scheduled to be paid on
September 15, 2004.
(d) Redemption and Purchase... Aircraft Event of Loss. If an Event of Loss
occurs with respect to an Aircraft, all of the
Equipment Notes issued with respect to such
Aircraft will be redeemed, unless such Aircraft
is replaced by Continental under the related
financing agreements. The redemption price in
such case will be the unpaid principal amount
of such Equipment Notes, together with accrued
interest, but without any premium.
Optional Redemption. The issuer of the
Equipment Notes with respect to an Aircraft may
elect to redeem them prior to maturity. The
redemption price in such case will be the
unpaid principal amount of such Equipment
Notes, together with accrued interest plus a
Make-Whole Premium. See "Description of the
Equipment Notes -- Redemption".
Purchase by Owner. In the case of a Leased
Aircraft, if a Lease Event of Default is
continuing, the applicable Owner Trustee or
Owner Participant may elect to purchase all of
the Equipment Notes with respect to such
Aircraft, subject to the terms of the
applicable Leased Aircraft Indenture.
The purchase price in such case will be the
unpaid principal amount of such Equipment
Notes, together with accrued
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<PAGE> 14
interest, but without any premium (provided
that a Make-Whole Premium will be payable under
certain circumstances specified in the Leased
Aircraft Indenture). In the case of an Owned
Aircraft, Continental will have no comparable
right to purchase the Equipment Notes under
such circumstances.
(e) Security.................. The Equipment Notes issued with respect to each
Aircraft will be secured by a security interest
in such Aircraft and, in the case of each
Leased Aircraft, in the related Owner Trustee's
rights under the Lease with respect to such
Aircraft (with certain limited exceptions).
The Equipment Notes issued in respect of an
Aircraft will not be secured by any other
Aircraft or Leases. This means that any excess
proceeds from the sale of an Aircraft or other
exercise of remedies with respect to such
Aircraft will not be available to cover any
shortfall with respect to any other Aircraft.
There will not be cross-default provisions in
the Indentures or in the Leases. This means
that if the Equipment Notes issued with respect
to one or more Aircraft are in default and the
Equipment Notes issued with respect to the
remaining Aircraft are not in default, no
remedies will be exercisable with respect to
the remaining Aircraft.
(f) Section 1110 Protection... Continental's outside counsel will provide its
opinion to the Trustees that the benefits of
Section 1110 of the U.S. Bankruptcy Code will
be available with respect to the Equipment
Notes.
Certain Federal Income Tax
Consequences................ Each Certificate Owner generally should report
on its federal income tax return its pro rata
share of income from the relevant Deposits and
income from the Equipment Notes and other
property held by the relevant Trust. See
"Certain U.S. Federal Income Tax Consequences".
Certain ERISA
Considerations.............. Each person who acquires a Certificate will be
deemed to have represented that either: (a) no
employee benefit plan assets have been used to
purchase such Certificate or (b) the purchase
and holding of such Certificate are exempt from
the prohibited transaction restrictions of the
Employee Retirement Income Security Act of 1974
and the Internal Revenue Code of 1986 pursuant
to one or more prohibited transaction statutory
or administrative exemptions. See "Certain
ERISA Considerations".
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<TABLE>
<CAPTION>
<S> <C>
Rating of the Certificates.... It is a condition to the issuance of the
Certificates that the Certificates be rated by
Moody's and Standard & Poor's not less than the
ratings set forth below:
STANDARD
CERTIFICATES MOODY'S & POOR'S
------------ ------- --------
Class A-1............................. Aa3 AA+
Class A-2............................. Aa3 AA+
Class B............................... A2 AA-
Class C-1............................. Baa1 A-
Class C-2............................. Baa1 A-
A rating is not a recommendation to purchase,
hold or sell Certificates, since such rating
does not address market price or suitability
for a particular investor. There can be no
assurance that such ratings will not be lowered
or withdrawn by a Rating Agency.
STANDARD
MOODY'S & POOR'S
------- --------
Rating of the Depositary...... Short Term............................ P-1 A-1+
Threshold Rating for the
Liquidity Provider.......... Short Term
Class A-1 and Class A-2............... P-1 A-1+
Class B............................... P-1 A-1+
Class C-1 and Class C-2............... P-1 A-1
Liquidity Provider Rating..... The Liquidity Provider meets the Threshold
Rating requirement for the Class A-1, Class
A-2, Class B, Class C-1 and Class C-2
Certificates.
</TABLE>
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<PAGE> 16
SUMMARY FINANCIAL AND OPERATING DATA
The following tables summarize certain consolidated financial data and
certain operating data with respect to Continental. The following selected
consolidated financial data for the years ended December 31, 1998, 1997 and 1996
is derived from the audited consolidated financial statements of Continental
incorporated by reference in this Prospectus Supplement and should be read in
conjunction therewith. The consolidated financial data of Continental for the
three months ended March 31, 1999 and 1998 is derived from the unaudited
consolidated financial statements of Continental incorporated by reference in
this Prospectus Supplement, which include all adjustments (consisting solely of
normal recurring accruals) that Continental considers necessary for the fair
presentation of the financial position and results of operations for these
periods. Operating results for the three months ended March 31, 1999 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. Continental's selected consolidated financial data should be
read in conjunction with, and are qualified in their entirety by reference to,
Continental's consolidated financial statements, including the notes thereto.
<TABLE>
<CAPTION>
THREE MONTHS
ENDED MARCH 31, YEAR ENDED DECEMBER 31,
---------------------------- --------------------------------------------
1999 1998 1998 1997 1996
------------ ------------ ------------ ------------ ------------
(IN MILLIONS OF DOLLARS, EXCEPT OPERATING DATA, PER SHARE DATA AND RATIOS)
<S> <C> <C> <C> <C> <C>
FINANCIAL DATA -- OPERATIONS:
Operating Revenue...................... $ 2,056 $ 1,854 $ 7,951 $ 7,213 $ 6,360
Operating Expenses..................... 1,896 1,704 7,250(1) 6,497 5,835(2)
------- ------- ------- ------- -------
Operating Income....................... 160 150 701 716 525
Nonoperating Income (Expense), net..... (12)(3) (13) (53) (76) (97)
------- ------- ------- ------- -------
Income before Income Taxes, Minority
Interest, Extraordinary Charges and
Cumulative Effect of Change in
Accounting Principle................. 148(4) 137 648 640 428
Net Income............................. $ 84 $ 81 $ 383 $ 385 $ 319
======= ======= ======= ======= =======
Earnings per Common Share.............. $ 1.23(5) $ 1.38 $ 6.34 $ 6.65 $ 5.75
======= ======= ======= ======= =======
Earnings per Common Share Assuming
Dilution............................. $ 1.11(6) $ 1.06 $ 5.02 $ 4.99 $ 4.17
======= ======= ======= ======= =======
Ratio of Earnings to Fixed
Charges(7)........................... 1.74x 1.83x 1.94x 2.07x 1.81x
======= ======= ======= ======= =======
OPERATING DATA(8):
Revenue passenger miles
(millions)(9)........................ 13,737 12,072 53,910 47,906 41,914
Available seat miles (millions)(10).... 19,225 17,523 74,727 67,576 61,515
Passenger load factor(11).............. 71.5% 68.9% 72.1% 70.9% 68.1%
Breakeven passenger load
factor(12)(13)....................... 63.5% 60.6% 61.4% 60.0% 60.7%
Passenger revenue per available seat
mile (cents)(14)..................... 9.13 9.12 9.10 9.19 8.93
Operating cost per available seat mile
(cents)(13)(15)...................... 9.21 9.14 8.93 9.07 8.77
Average yield per revenue passenger
mile (cents)(16)..................... 12.78 13.23 12.62 12.96 13.10
Average length of aircraft flight
(miles).............................. 1,083 1,015 1,044 967 896
</TABLE>
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<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1999 1998
--------- ------------
(IN MILLIONS OF DOLLARS)
<S> <C> <C>
FINANCIAL DATA -- BALANCE SHEET:
Assets:
Cash and Cash Equivalents, including restricted cash and
cash equivalents of $11 and $11, respectively(17)......... $1,397 $1,399
Other Current Assets........................................ 1,132 955
Total Property and Equipment, Net........................... 3,488 3,115
Routes, Gates and Slots, Net................................ 1,169 1,181
Other Assets, Net........................................... 419 436
------ ------
Total Assets........................................... $7,605 $7,086
====== ======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities......................................... $2,501 $2,442
Long-Term Debt and Capital Leases........................... 2,810 2,480
Deferred Credits and Other Long-Term Liabilities............ 907 860
Continental-Obligated Mandatorily Redeemable Preferred
Securities of Subsidiary Trust Holding Solely Convertible
Subordinated Debentures(18)............................... -- 111
Common Stockholders' Equity................................. 1,387 1,193
------ ------
Total Liabilities and Stockholders' Equity............. $7,605 $7,086
====== ======
</TABLE>
- ---------------
(1) Includes a $122 million fleet disposition/impairment loss resulting from
Continental's decision to accelerate the retirement of certain jet and
turboprop aircraft.
(2) Includes a $128 million fleet disposition charge associated primarily with
Continental's decision to accelerate the replacement of its DC-9-30,
DC-10-10, 727-200, 737-100, and 737-200 aircraft.
(3) Includes a $20 million gain on the sale of a portion of the Company's
indirect interest in Equant N.V.
(4) Reflects income before income taxes and cumulative effect of a change in
accounting principle. Continental adopted Statement of Position 98-5,
"Reporting on the Costs of Start-Up Activities", in the first quarter of
1999. Statement of Position 98-5 amended Statement of Position 88-1,
"Accounting for Developmental and Preoperating Costs, Purchases and
Exchanges of Take-Off and Landing Slots, and Airframe Modifications" by
requiring preoperating costs related to the integration of new types of
aircraft to be expensed as incurred and requiring all unamortized start-up
costs (e.g., pilot training costs related to induction of new aircraft) to
be expensed upon adoption. This resulted in the Company recording a $6
million cumulative effect of a change in accounting principle, net of tax,
in the first quarter of 1999.
(5) Reflects earnings per common share after cumulative effect of a change in
accounting principle. See Note (4) for a description of the change in
accounting principle. Earnings per common share were $1.32 before
cumulative effect of such change in accounting principle.
(6) Reflects earnings per common share assuming dilution after cumulative
effect of a change in accounting principle. See Note (4) for a description
of the change in accounting principle. Earnings per common share assuming
dilution were $1.19 before cumulative effect of such change in accounting
principle.
(7) For purposes of calculating this ratio, earnings consist of income before
income taxes, minority interest, extraordinary charges and cumulative
effect of a change in accounting principle plus interest expense (net of
capitalized interest), the portion of rental expense representative of
interest expense and amortization of previously capitalized interest. Fixed
charges consist of interest expense and the portion of rental expense
representative of interest expense.
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<PAGE> 18
(8) Includes operating data for CMI, but does not include operating data for
Express's regional jet operations or turboprop operations.
(9) The number of scheduled miles flown by revenue passengers.
(10) The number of seats available for passengers multiplied by the number of
scheduled miles those seats are flown.
(11) Revenue passenger miles divided by available seat miles.
(12) The percentage of seats that must be occupied by revenue passengers in
order for the airline to break even on an income before income taxes basis,
excluding nonrecurring charges, nonoperating items and other special items.
(13) Excludes a $122 million fleet disposition/impairment loss in 1998 and a
$128 million fleet disposition loss in 1996. See Notes (1) and (2) for
description of the charges.
(14) Passenger revenue divided by available seat miles.
(15) Operating expenses divided by available seat miles.
(16) The average revenue received for each mile a revenue passenger is carried.
(17) Restricted cash and cash equivalents agreements relate primarily to
workers' compensation claims and the terms of certain other agreements.
(18) The sole assets of the Trust were convertible subordinated debentures. At
December 31, 1998, the debentures had an aggregate principal amount of $115
million, bore interest at the rate of 8 1/2% per annum and were to mature
on December 1, 2020. In November and December 1998, approximately $134
million of such securities were converted into 5,558,649 shares of Class B
common stock, and in January 1999, the remainder of such securities were
converted into 4,752,522 shares of Class B common stock. Accordingly, no
debentures were outstanding at March 31, 1999.
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<PAGE> 19
RISK FACTORS
RISK FACTORS RELATING TO THE COMPANY
LEVERAGE AND LIQUIDITY
Continental has a higher proportion of debt compared to its equity capital
than some of its principal competitors. In addition, Continental's cash
resources are less than some of its principal competitors. A majority of
Continental's property and equipment is subject to liens securing indebtedness.
Accordingly, Continental may be less able than some of its competitors to
withstand a prolonged recession in the airline industry or respond as flexibly
to changing economic and competitive conditions.
As of March 31, 1999, Continental had:
- $3.0 billion (including current maturities) of long-term debt and capital
lease obligations.
- $1.4 billion in cash and cash equivalents (excluding restricted cash and
cash equivalents of $11 million).
- $225 million available to be drawn under general lines of credit.
Continental has substantial commitments for capital expenditures, including
for the acquisition of new aircraft. As of April 15, 1999, Continental had
agreed to acquire a total of 111 Boeing jet aircraft through 2005. Continental
also has options for an additional 105 aircraft (exercisable subject to certain
conditions). The estimated aggregate cost of Continental's firm commitments for
Boeing aircraft is approximately $5.2 billion. We currently plan to finance our
new Boeing aircraft with a combination of enhanced pass through trust
certificates, lease equity and other third party financing, subject to
availability and market conditions. As of April 15, 1999, approximately $787
million in financing had been arranged for such future Boeing deliveries. In
addition, Continental had commitments or letters of intent for backstop
financing for approximately one-third of the anticipated remaining acquisition
cost of such Boeing deliveries.
As of April 15, 1999, Express, Continental's subsidiary that operates
turboprop and regional jet aircraft, had firm commitments for 34 Embraer ERJ-145
50-seat regional jets and 25 ERJ-135 37-seat regional jets, with options for an
additional 125 ERJ-145 and 50 ERJ-135 aircraft exercisable through 2008. Neither
Express nor Continental will have any obligation to take any such firm Embraer
aircraft that are not financed by a third party and leased to Express or
Continental. Express recently announced the accelerated retirement of certain
turboprop aircraft.
We expect to finance certain of our capital commitments through operating
leases, which will increase our operating expenses. For 1998, cash expenditures
under operating leases relating to aircraft approximated $702 million, compared
to $626 million for 1997, and approximated $263 million relating to facilities
and other rentals, compared to $236 million in 1997.
Additional financing will be needed to satisfy Continental's capital
commitments. We cannot predict whether sufficient financing will be available
for capital expenditures not covered by firm financing commitments.
CONTINENTAL'S HISTORY OF OPERATING LOSSES
Continental recorded net income of approximately $383 million in 1998, $385
million in 1997, $319 million in 1996 and $224 million in 1995. However,
Continental experienced significant operating losses in the previous eight
years. Historically, the financial results of the U.S. airline industry have
been cyclical. We cannot predict whether current industry conditions will
continue.
AIRCRAFT FUEL
Fuel costs constitute a significant portion of Continental's operating
expenses. Fuel costs were approximately 8.0% of operating expenses for the three
months ended March 31, 1999 and 10.2% for the year ended December 31, 1998
(excluding fleet disposition/impairment loss). Fuel prices and supplies are
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<PAGE> 20
influenced significantly by international political and economic circumstances.
Continental enters into petroleum swap contracts, petroleum call option
contracts and jet fuel purchase commitments to provide some short-term
protection (generally three to six months) against a sharp increase in jet fuel
prices. If a fuel supply shortage were to arise from a disruption of oil imports
or otherwise, higher fuel prices or curtailment of scheduled airline service
could result. Significant changes in fuel costs would materially affect
Continental's operating results.
LABOR MATTERS
In September 1997, we announced our intention to bring all Continental
employees to industry standard wages no later than the end of the year 2000.
Wage increases began in 1997 and will continue to be phased in through the year
2000.
The current status of Continental's and its subsidiaries' principal labor
union agreements is as follows:
- Continental's Pilots. In June 1998, a five-year collective bargaining
agreement, retroactive to October 1997, was ratified by Continental's
pilots. The agreement becomes amendable in October 2002.
- Express's Pilots. In December 1998, Express and its pilots executed a
new agreement. This agreement will become amendable on October 1, 2002.
- Flight Attendants. The flight attendants at Continental, Express and
CMI, Continental's subsidiary based in Guam, are covered by collective
bargaining agreements that become amendable on December 31, 1999,
November 1, 1999, and June 30, 2000, respectively.
- Dispatchers. The Company's dispatchers ratified a new five-year
collective bargaining agreement in July 1998. The agreement becomes
amendable in October 2003.
- Mechanics. Continental's mechanics are covered by a new agreement signed
in January 1999 that becomes amendable January 8, 2002. CMI's mechanics
are covered by a collective bargaining agreement that becomes amendable
March 31, 2001. Express and its mechanics are currently negotiating an
initial collective bargaining agreement.
RISKS REGARDING CONTINENTAL/NORTHWEST ALLIANCE
In November 1998, Continental and Northwest Airlines, Inc. ("Northwest")
began implementing a long-term global alliance involving extensive code-sharing,
frequent flyer reciprocity and other cooperative activities (the "Northwest
Alliance"). In a related transaction on November 20, 1998, a Northwest affiliate
acquired securities representing approximately 14.5% of Continental's equity
from Continental's principal shareholder and certain other parties. These
acquired securities, together with additional Continental equity securities for
which the Northwest affiliate holds a limited voting proxy, represent
approximately 51% of the fully diluted voting power of Continental.
The Company's ability to implement the Northwest Alliance successfully and
to achieve anticipated benefits are subject to certain risks and uncertainties,
including:
- Disapproval or delay by regulatory authorities or adverse regulatory
developments.
- Competitive pressures, including developments with respect to alliances
among other air carriers.
- Customer reaction to the alliance, including reaction to differences in
product and benefits provided by Continental and Northwest.
- Economic conditions in the principal markets served by Continental and
Northwest.
- Increased costs or other implementation difficulties, including those
caused by employees.
- Our ability to modify certain contracts that restrict certain aspects of
the alliance.
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On October 23, 1998, the Department of Justice ("DOJ") filed a lawsuit
against Northwest and Continental challenging Northwest's acquisition of an
interest in Continental. The DOJ did not seek to preliminarily enjoin the
transaction before it closed on November 20, 1998, nor is the DOJ challenging
the Northwest Alliance at this time. Continental is in the process of
implementing its alliance with Northwest. While it is not possible to predict
the ultimate outcome of this litigation, we believe that this litigation will
not have a material adverse effect on Continental.
YEAR 2000
Computerized systems are essential to the Company's operations. Many
computer programs in use around the world use only two digits to identify the
applicable year and do not take account of the change in century that will occur
in the year 2000. If this problem is not corrected, computer applications could
fail or create mistakes. As a result, the Company has implemented a Year 2000
project to ensure that the Company's computer systems will function properly in
the year 2000 and thereafter. We believe that the year 2000 issue will not pose
significant operational problems for our own computer systems.
We have also contacted our significant suppliers and vendors with whom our
systems interface or upon whom our business depends. We are working with these
parties to minimize the extent to which our business will be vulnerable to their
failure to remediate their year 2000 issues. The Company's business is also
dependent upon certain governmental agencies, such as the United States Federal
Aviation Administration (the "FAA"), that provide essential services to the
aviation industry. We cannot predict whether the systems of such third parties
on which the Company's business relies (including those of the FAA) will be
modified on a timely basis.
The Company's business, financial condition and results of operations could
be materially adversely affected if our systems or those operated by other
parties on which our business depends fail to operate properly beyond 1999.
RISK FACTORS RELATING TO THE AIRLINE INDUSTRY
COMPETITION AND INDUSTRY CONDITIONS
The airline industry is highly competitive and susceptible to price
discounting. Carriers have used discount fares to stimulate traffic during
periods of slack demand, to generate cash flow and to increase market share.
Some of Continental's competitors have substantially greater financial resources
or lower cost structures than Continental.
Airline profit levels are highly sensitive to changes in fuel costs, fare
levels and passenger demand. Passenger demand and fare levels have in the past
been influenced by, among other things, the general state of the economy (both
in international regions and domestically), international events, airline
capacity and pricing actions taken by carriers. For example, the operating
results of CMI declined during 1996, 1997 and 1998 as a result of the continued
weakness of the yen against the dollar, a weak Japanese economy and increased
fuel costs. Domestically, from 1990 to 1993, the weak U.S. economy, turbulent
international events and extensive price discounting by carriers contributed to
unprecedented losses for U.S. airlines. In the last several years, the U.S.
economy has improved and excessive price discounting has abated. We cannot
predict the extent to which these industry conditions will continue.
In recent years, the major U.S. airlines have sought to form marketing
alliances with other U.S. and foreign air carriers. Such alliances generally
provide for "code-sharing", frequent flyer reciprocity, coordinated scheduling
of flights of each alliance member to permit convenient connections and other
joint marketing activities, including ticketing practices and the treatment of
customers. Such arrangements permit an airline to market flights operated by
other alliance members as its own. This increases the destinations, connections
and frequencies offered by the airline, which provides an opportunity to
increase traffic on such airline's segment of flights connecting with alliance
partners. The Northwest Alliance is an example of such an arrangement, and
Continental has existing alliances with numerous other air carriers.
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Other major U.S. airlines have alliances or planned alliances more extensive
than Continental's alliances. We cannot predict the extent to which Continental
will benefit from its alliances or be disadvantaged by competing alliances.
REGULATORY MATTERS
Continental has previously disclosed its plans for a major facility
expansion at Newark International Airport ("Newark") which would require, among
other matters, agreements to be reached with the applicable airport authority
and significant tax-exempt bond financing for the project. An ongoing dispute
between the executive branches of the states of New Jersey and New York has
delayed the approval by the Board of Commissioners of the Port Authority of New
York and New Jersey of the proposed expansion and, consequently, financing
therefor. Continental's plans for future growth of its Newark hub could be
delayed if the dispute is not timely resolved, and Continental could be forced
to alter such plans, including the anticipated usage and size of its aircraft
fleet, if a suitable agreement is not reached in a timely fashion.
Airlines are subject to extensive regulatory and legal compliance
requirements. These requirements impose substantial costs on airlines. In the
last several years, the FAA has issued a number of directives and other
regulations relating to the maintenance and operation of aircraft that have
required significant expenditures. Such FAA requirements cover, among other
things, retirement of older aircraft, security measures, collision avoidance
systems, airborne windshear avoidance systems, noise abatement, commuter
aircraft safety and increased inspections and maintenance procedures to be
conducted on older aircraft. The Company expects to continue incurring expenses
in complying with the FAA's regulations.
Additional laws, regulations, taxes and airport rates and charges have been
proposed from time to time that could significantly increase the cost of airline
operations or reduce revenues. Congress and the Department of Transportation
("DOT") have also proposed the regulation of airlines' competitive responses and
other activities. Restrictions on the ownership and transfer of airline routes
and takeoff and landing slots have also been proposed. The ability of U.S.
carriers to operate international routes is subject to change because the
applicable arrangements between the United States and foreign governments may be
amended from time to time, or because appropriate slots or facilities are not
made available. We cannot provide assurances that laws or regulations enacted in
the future will not adversely affect the Company.
The Federal Aviation Administration has designated John F. Kennedy
International Airport, New York LaGuardia Airport, Chicago O'Hare International
Airport and Ronald Reagan Washington National Airport in Washington, D.C.
("Reagan National") as "high density traffic airports" and has limited the
number of departure and arrival slots at those airports. Currently, such slots
may be voluntarily sold or transferred between carriers. The DOT has in the past
reallocated slots to other carriers and reserves the right to withdraw slots.
Various amendments to the slot system proposed from time to time could, if
adopted, significantly affect operations at high density traffic airports,
significantly change the value of the slots, expand slots to other airports or
eliminate slots entirely. The DOT has proposed the elimination of slot
restrictions at high density airports other than Reagan National. Legislation
containing a similar proposal is currently pending before the full House of
Representatives. Continental cannot predict whether any of these proposals will
be adopted. However, if legislation or regulation eliminating slots is adopted,
the value of such slots could be deemed to be permanently impaired, resulting in
a loss being charged to Continental's earnings for the relevant period.
Moreover, the elimination of slots could have an adverse effect upon future
results of operations of Continental.
RISK FACTORS RELATING TO THE CERTIFICATES AND THE OFFERING
APPRAISALS AND REALIZABLE VALUE OF AIRCRAFT
Three independent appraisal and consulting firms have prepared appraisals
of the Aircraft. Letters summarizing such appraisals are annexed to this
Prospectus Supplement as Appendix II. Such appraisals are based on varying
assumptions and methodologies, which differ among the appraisers, and were
prepared without physical inspection of the Aircraft. Appraisals that are based
on other assumptions and
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methodologies may result in valuations that are materially different from those
contained in such appraisals. See "Description of the Aircraft and the
Appraisals -- The Appraisals".
An appraisal is only an estimate of value. It does not indicate the price
at which an Aircraft may be purchased from the Aircraft manufacturer. Nor should
an appraisal be relied upon as a measure of realizable value. The proceeds
realized upon a sale of any Aircraft may be less than its appraised value. In
particular, the appraisals of the Aircraft are estimates of values as of future
delivery dates. The value of an Aircraft if remedies are exercised under the
applicable Indenture will depend on market and economic conditions, the supply
of similar aircraft, the availability of buyers, the condition of the Aircraft
and other factors. Accordingly, there can be no assurance that the proceeds
realized upon any such exercise of remedies would be sufficient to satisfy in
full payments due on the Certificates.
PRIORITY OF DISTRIBUTIONS; SUBORDINATION
Certain Classes of Certificates are subordinated to other Classes in rights
to distributions. See "Description of the Certificates -- Subordination".
Consequently, a payment default under any Equipment Note or a Triggering Event
may cause the distribution to more senior Classes of Certificates of payments
received from payment on one or more junior series of Equipment Notes. If this
should occur, the interest accruing on the remaining Equipment Notes would be
less than the interest accruing on the remaining Certificates. This is because
the remaining Certificates of the junior Classes accrue interest at a higher
rate than the remaining Equipment Notes, which include series applicable to the
senior Classes bearing interest at a lower rate. As a result of this possible
interest shortfall, the holders of one or more junior Classes of Certificates
may not receive the full amount due to them after a payment default under any
Equipment Note even if all Equipment Notes are eventually paid in full.
CONTROL OVER COLLATERAL; SALE OF COLLATERAL
If an Indenture Default is continuing, subject to certain conditions, the
Loan Trustee under such Indenture will be directed by the "Controlling Party" in
exercising remedies under such Indenture, including accelerating the applicable
Equipment Notes or foreclosing the lien on the Aircraft securing such Equipment
Notes. See "Description of the Certificates -- Indenture Defaults and Certain
Rights Upon an Indenture Default".
The Controlling Party will be:
- The Class A-1 Trustee or Class A-2 Trustee, whichever represents the
Class with the larger principal amount of Certificates outstanding at the
time that the Indenture Default occurs.
- Upon payment of final distributions to the holders of such larger Class,
the other of the Class A-1 Trustee or Class A-2 Trustee.
- Upon payment of final distributions to the holders of Class A-1 and A-2
Certificates, the Class B Trustee.
- Upon payment of final distributions to the holders of Class B
Certificates, the Class C-1 Trustee or Class C-2 Trustee, whichever
represents the Class with the larger principal amount of Certificates
outstanding at such time.
- Upon payment of final distributions to the holders of such larger Class,
the other of the Class C-1 Trustee or Class C-2 Trustee.
- Under certain circumstances, and notwithstanding the foregoing, the
liquidity provider with the largest amount owed to it.
During the continuation of any Indenture Default, the Controlling Party may
accelerate and sell the Equipment Notes issued under such Indenture, subject to
certain limitations. See "Description of the Intercreditor
Agreement -- Intercreditor Rights -- Sale of Equipment Notes or Aircraft". The
market for Equipment Notes during any Indenture Default may be very limited, and
there can be no assurance as to
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the price at which they could be sold. If the Controlling Party sells any
Equipment Notes for less than their outstanding principal amount, certain
Certificateholders will receive a smaller amount of principal distributions than
anticipated and will not have any claim for the shortfall against Continental,
any Owner Trustee, any Owner Participant or any Trustee.
RATINGS OF THE CERTIFICATES
It is a condition to the issuance of the Certificates that the Class A-1
and A-2 Certificates be rated not lower than Aa3 by Moody's and AA+ by Standard
& Poor's, the Class B Certificates be rated not lower than A2 by Moody's and AA-
by Standard & Poor's and the Class C-1 and C-2 Certificates be rated not lower
than Baa1 by Moody's and A- by Standard & Poor's. A rating is not a
recommendation to purchase, hold or sell Certificates, since such rating does
not address market price or suitability for a particular investor. A rating may
not remain for any given period of time and may be lowered or withdrawn entirely
by a Rating Agency if in its judgment circumstances in the future (including the
downgrading of Continental, the Depositary or the Liquidity Provider) so
warrant.
The rating of the Certificates is based primarily on the default risk of
the Equipment Notes and the Depositary, the availability of the Liquidity
Facility for the benefit of holders of the Certificates, the collateral value
provided by the Aircraft relating to the Equipment Notes and the subordination
provisions applicable to the Certificates. Standard & Poor's has indicated that
its rating applies to a unit consisting of Certificates representing the Trust
Property and Escrow Receipts initially representing undivided interests in
certain rights to $741,887,641 of Deposits. Amounts deposited under the Escrow
Agreements are not property of Continental and are not entitled to the benefits
of Section 1110 of the U.S. Bankruptcy Code. Neither the Certificates nor the
Escrow Receipts may be separately assigned or transferred.
UNUSED ESCROWED FUNDS
Under certain circumstances, all of the funds held in escrow as Deposits
may not be used to purchase Equipment Notes by the deadline established for
purposes of this offering. See "Description of the Deposit Agreements -- Unused
Deposits". If any funds remain as Deposits with respect to any Trust after such
deadline, they will be withdrawn by the Escrow Agent for such Trust and
distributed, with accrued and unpaid interest but without any premium, to the
Certificateholders of such Trust. Since the maximum principal amount of
Equipment Notes may not be issued with respect to an Aircraft and, in any such
case, the Series C-1 Equipment Notes are more likely not to be issued in the
maximum principal amount as compared to the other Equipment Notes, it is more
likely that a distribution of unused Deposits will be made with respect to the
Class C-1 Certificates as compared to the other Certificates. See "Description
of the Deposit Agreements -- Unused Deposits".
LIMITED ABILITY TO RESELL THE CERTIFICATES
Prior to this offering, there has been no public market for the
Certificates. Neither Continental nor any Trust intends to apply for listing of
the Certificates on any securities exchange or otherwise. The Underwriters may
assist in resales of the Certificates, but they are not required to do so. A
secondary market for the Certificates may not develop. If a secondary market
does develop, it might not continue or it might not be sufficiently liquid to
allow you to resell any of your Certificates.
USE OF PROCEEDS
The proceeds from the sale of the Certificates being offered hereby will be
used to purchase Equipment Notes during the Delivery Period issued, at
Continental's election, either (i) by each Owner Trustee to finance a portion of
the purchase price of the Leased Aircraft or (ii) by Continental to finance a
portion of the purchase price of the Owned Aircraft. Prior to utilization of
such proceeds to purchase Equipment Notes, such proceeds from the sale of the
Certificates of each Trust will be deposited with the Depositary on behalf of
the applicable Escrow Agent for the benefit of the Certificateholders of such
Trust.
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THE COMPANY
Continental Airlines, Inc. ("Continental" or the "Company") is a major
United States air carrier engaged in the business of transporting passengers,
cargo and mail. Continental is the fifth largest United States airline (as
measured by revenue passenger miles in 1998) and, together with its wholly owned
subsidiaries, Continental Express, Inc. ("Express") and Continental Micronesia,
Inc. ("CMI"), serves 207 airports worldwide. As of March 31, 1999, Continental
flew to 129 domestic and 78 international destinations and offered additional
connecting service through alliances with domestic and foreign carriers.
Continental directly serves 13 European cities and is one of the leading
airlines providing service to Mexico and Central America, serving more
destinations there than any other United States airline. Through its Guam hub,
CMI provides extensive service in the western Pacific, including service to more
Japanese cities than any other United States carrier. The Company's executive
offices are located at 1600 Smith Street, Houston, Texas 77002.
DOMESTIC OPERATIONS
Continental operates its domestic route system primarily through its hubs
at Newark International Airport, George Bush Intercontinental Airport in Houston
and Hopkins International Airport in Cleveland. The Company's hub system allows
it to transport passengers between a large number of destinations with
substantially more frequent service than if each route were served directly. The
hub system also allows Continental to add service to a new destination from a
large number of cities using only one or a limited number of aircraft. As of
March 31, 1999, Continental operated 78% of the average daily jet departures
from Houston's George Bush Intercontinental Airport, 55% of the average daily
jet departures from Newark International Airport, and 52% of the average daily
jet departures from Cleveland's Hopkins International Airport (in each case
excluding regional jets). Each of Continental's domestic hubs is located in a
large business and population center, contributing to a high volume of "origin
and destination" traffic.
CONTINENTAL EXPRESS
Continental's jet service at each of its domestic hub cities is coordinated
with Express, which operates new-generation turboprop aircraft and regional jets
under the name "Continental Express". The turboprop aircraft average
approximately seven years of age and seat between 19 and 64 passengers while the
regional jets average less than one year of age and seat 50 passengers. In
addition, Express recently announced the accelerated retirement of certain
turboprop aircraft and an order to purchase 25 ERJ-135, 37-seat regional jets.
As of March 31, 1999, Express served 33 destinations from Newark
International Airport (19 by regional jet), 33 destinations from George Bush
Intercontinental Airport (13 by regional jet) and 41 destinations from Cleveland
(13 by regional jet). In addition, commuter feed traffic is currently provided
by other code-sharing partners.
Continental believes Express's turboprop and regional jet operations
complement Continental's jet operations by allowing more frequent service to
small cities than could be provided economically with conventional jet aircraft
and by carrying traffic that connects onto Continental's jets. In many cases,
Express (and Continental) compete for such connecting traffic with commuter
airlines owned by or affiliated with other major airlines operating out of the
same or other cities. Continental believes that Express's new regional jets
provide greater comfort and enjoy better customer acceptance than its turboprop
aircraft. The regional jets also allow Express to serve certain routes that
cannot be served by turboprop aircraft.
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DOMESTIC CARRIER ALLIANCES
Continental has entered into and continues to develop alliances with
domestic carriers:
- In January 1998, Continental announced it had entered into a long-term
global alliance with Northwest. The Northwest Alliance includes the
placing by each carrier of its code on a large number of the flights of
the other and reciprocal frequent flyer programs and executive lounge
access. Significant other joint marketing activities will be undertaken,
while preserving the separate identities of the carriers. See "Risk
Factors -- Risk Factors Relating to the Company -- Risks Regarding
Continental/Northwest Alliance".
- Continental has entered into a series of agreements with America West
Airlines, Inc. ("America West"), including agreements related to
code-sharing and ground handling, which have created substantial benefits
for both airlines. These code-sharing agreements cover 126 city-pairs and
allow Continental to link additional destinations to its route network
and derive additional traffic from America West's distribution strength
in cities where Continental has less sales presence. The sharing of
facilities and employees by Continental and America West in their
respective key markets has resulted in significant cost savings.
- Continental has entered into a code-sharing arrangement with Gulfstream
International Airlines, Inc. ("Gulfstream") which commenced in April
1997. Gulfstream serves as a connection for Continental passengers
throughout Florida as well as six markets in the Bahamas.
- Continental has entered into a code-sharing arrangement with Colgan Air,
Inc. which commenced in July 1997 on flights connecting in four cities in
the eastern United States and offers connections for Continental
passengers to eleven cities in the Northeastern and mid-Atlantic regions
of the United States.
- On January 14, 1999, Continental commenced a code-sharing agreement with
Mesaba Aviation, Inc. ("Mesaba Airlines"), which operates as a Northwest
Airlines affiliate. Mesaba Airlines serves as a connection for
Continental passengers through Detroit and Minneapolis/St. Paul.
- Continental and CMI entered into a cooperative marketing agreement with
Hawaiian Airlines that began October 1, 1997 on flights connecting in
Honolulu.
- On February 25, 1999, Continental announced that it had entered into a
code-sharing agreement with Alaska Airlines, Inc. ("Alaska") and its
affiliate, Horizon Airlines, Inc. ("Horizon"). Alaska and Horizon serve
as a connection for Continental passengers to 35 destinations throughout
the Pacific Northwest.
INTERNATIONAL OPERATIONS
Continental serves destinations throughout Europe, Canada, Mexico, Central
and South America and the Caribbean and has extensive operations in the western
Pacific conducted by CMI. As measured by available seat miles for 1998,
approximately 37.7% of Continental's jet operations, including CMI, were
dedicated to international traffic. As of March 31, 1999, the Company offered
133 weekly departures to 13 European cities and marketed service to 35 other
cities through code-sharing agreements. Continental is one of the leading
airlines providing service to Mexico and Central America, serving more
destinations there than any other United States airline.
Continental's hub at Newark International Airport is a significant
international gateway. From Newark, Continental serves 13 European cities, four
Canadian cities, three Mexican cities, two Central American cities, six South
American cities and five Caribbean destinations, and markets numerous other
destinations through code-sharing arrangements with foreign carriers. In
addition, Continental commenced non-stop service to Tokyo in November 1998, and
has announced plans to begin non-stop service to Zurich, Brussels, Amsterdam and
Tel Aviv in 1999.
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The Company's Houston hub is the focus of its operations in Mexico and
Central America. Continental currently flies non-stop from Houston to 13 cities
in Mexico, every country in Central America, five cities in South America, two
Caribbean destinations, three cities in Canada and two cities in Europe. In
addition, Continental commenced non-stop service to Tokyo in January 1999 and
has tentatively been awarded service from Houston to Sao Paulo.
Continental also flies to Montreal (service commenced on April 4, 1999 with
Express), Toronto and San Juan from its hub in Cleveland and has announced
service to London, which is scheduled to commence on June 30, 1999. Continental
also offers seasonal service from Cleveland to Cancun.
CONTINENTAL MICRONESIA
CMI is a United States-certificated international air carrier engaged in
the business of transporting passengers, cargo and mail in the western Pacific.
From its hub operations based on the island of Guam, CMI provides service to
eight cities in Japan, more than any other United States carrier, as well as
other Pacific Rim destinations, including Taiwan, the Philippines, Hong Kong,
Australia, New Caledonia and Indonesia. Service to these Japanese cities and
certain other Pacific Rim destinations is subject to a variety of regulatory
restrictions limiting the ability of other carriers to service these markets.
CMI is the principal air carrier in the Micronesian Islands, where it
pioneered scheduled air service in 1968. CMI's route system is linked to the
United States market through Honolulu (which CMI serves non-stop from both Tokyo
and Guam) and Tokyo (which CMI serves non-stop from Guam, Saipan and Honolulu).
CMI and Continental also maintain a code-sharing agreement and coordinate
schedules on certain flights from the west coast of the United States to
Honolulu, and from Honolulu to Guam and Tokyo, to facilitate travel from the
United States into CMI's route system. CMI recently announced the accelerated
retirement of certain of its aircraft.
FOREIGN CARRIER ALLIANCES
Over the last decade, major United States airlines have developed and
expanded alliances with foreign air carriers, generally involving adjacent
terminal operations, coordinated flights, code-sharing and other joint marketing
activities. Continental is the sole major United States carrier to operate a hub
in the New York City area. Consequently, management believes the Company is
uniquely situated to attract alliance partners from Europe, the Far East and
South America and intends to aggressively pursue such alliances. The Company
believes that the Northwest Alliance will enhance its ability to attract foreign
alliance partners. See "Risk Factors -- Risk Factors Relating to the
Company -- Risks Regarding Continental/ Northwest Alliance".
Continental believes that developing a network of international alliance
partners will better leverage the Company's hub assets by attracting high-yield
flow traffic and by strengthening the Company's position in large, local
(non-connecting) markets and result in improved returns to the Company. Further,
Continental can enlarge its scope of service more rapidly and enter additional
markets with lower capital and start-up costs through formation of alliances
with partners as compared with entering markets independently of other carriers.
Continental has a goal of developing alliance relationships that, together
with the Company's own flying, will permit expanded service through Newark and
Houston to major destinations in South America, Central America, Europe and
Asia. Route authorities necessary for the Company's own service to certain of
these destinations are not currently available to the Company.
Continental has implemented international code-sharing agreements with
Alitalia, Transavia Airlines, CSA Czech Airlines, British Midland, China
Airlines, EVA Airways Corporation, an airline based in Taiwan, Virgin Atlantic
Airways ("Virgin"), Viacao Aerea Sao Paulo ("VASP") and Air France, and is in
the process of implementing a code-share agreement and other joint marketing and
service agreements with Compania Panamena de Aviacion, S.A. ("COPA"), 49% of the
common equity of which is owned by the Company. Upon receipt of government
approval, Continental will commence code-sharing
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arrangements with Aeroservicios Carabobo S.A. (Aserca), a Venezuelan carrier,
Avant Airlines, a Chilean carrier, Air Aruba and Air China. In addition, the
Northwest Alliance contemplates formation of a joint venture with KLM Royal
Dutch Airlines, a Dutch carrier. Continental has entered into a joint marketing
agreement with Aerolineas Centrales de Colombia (ACES), for which government
approval has not yet been sought.
Certain of Continental's code-sharing agreements involve block-space
arrangements (pursuant to which the carriers agree to share capacity and bear
economic risk for blocks of seats on certain routes). Alitalia has agreed to
purchase blocks of seats on Continental flights between Newark and Rome and
Milan. VASP has agreed to purchase blocks of seats on Continental flights
between Newark and Rio de Janeiro and Sao Paulo. Continental and Air France
purchase blocks of seats on each other's flights between Houston and Newark and
Paris. Continental and Virgin exchange blocks of seats on each other's flights
between Newark and London. Continental's agreement with Virgin also includes the
purchase by Continental of blocks of seats on eight other routes flown by Virgin
between the United Kingdom and the United States.
Many of the Company's international alliance agreements provide that a
party may terminate the agreement upon a change of control of the other party.
As a result of the sale by Continental's principal shareholder of its
Continental equity securities to Northwest, certain of the Company's
international alliance partners have the right to terminate their alliance
relationship with the Company. Based on discussions with such partners, the
Company believes that none of its partners will exercise such right.
The Company anticipates entering into other code-sharing, joint marketing
and block-space agreements, which may include the Company undertaking the
financial commitment to purchase seats from other carriers.
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DESCRIPTION OF THE CERTIFICATES
The following summary describes all material terms of the Certificates and
supplements (or, to the extent inconsistent therewith, replaces) the description
of the general terms and provisions of the Certificates set forth in the
Prospectus accompanying this Prospectus Supplement (the "Prospectus"). The
summary does not purport to be complete and is qualified in its entirety by
reference to all of the provisions of the Basic Agreement, which was filed with
the Securities and Exchange Commission (the "Commission") as an exhibit to the
Company's Current Report on Form 8-K dated September 25, 1997, and to all of the
provisions of the Certificates, the Trust Supplements, the Deposit Agreements,
the Escrow Agreements, the Intercreditor Agreement and the trust supplements
applicable to the Successor Trusts, each of which will be filed as an exhibit to
a Current Report on Form 8-K to be filed by Continental.
Except as otherwise indicated, the following summary relates to each of the
Trusts and the Certificates issued by each Trust. The terms and conditions
governing each of the Trusts will be substantially the same, except as described
under "-- Subordination" below and except that the principal amount and
scheduled principal repayments of the Equipment Notes held by each Trust and the
interest rate and maturity date of the Equipment Notes held by each Trust will
differ. The references to Sections in parentheses in the following summary are
to the relevant Sections of the Basic Agreement unless otherwise indicated.
GENERAL
Each Pass Through Certificate (collectively, the "Certificates") will
represent a fractional undivided interest in one of the five Continental
Airlines 1999-2 Pass Through Trusts (the "Class A-1 Trust", the "Class A-2
Trust", the "Class B Trust", the "Class C-1 Trust" and the "Class C-2 Trust",
and, collectively, the "Trusts"). The Trusts will be formed pursuant to a pass
through trust agreement between Continental and Wilmington Trust Company, as
trustee (the "Trustee"), dated as of September 25, 1997 (the "Basic Agreement"),
and five separate supplements thereto (each, a "Trust Supplement" and, together
with the Basic Agreement, collectively, the "Pass Through Trust Agreements")
relating to such Trusts between Continental and the Trustee, as trustee under
each Trust. The Certificates to be issued by the Class A-1 Trust, the Class A-2
Trust, the Class B Trust, the Class C-1 Trust and the Class C-2 Trust are
referred to herein as the "Class A-1 Certificates", the "Class A-2
Certificates", the "Class B Certificates", the "Class C-1 Certificates" and the
"Class C-2 Certificates".
Each Certificate will represent a fractional undivided interest in the
Trust created by the Basic Agreement and the applicable Trust Supplement
pursuant to which such Certificate is issued. (Section 2.01) The Trust Property
of each Trust (the "Trust Property") will consist of:
- Subject to the Intercreditor Agreement, Equipment Notes acquired under
the Note Purchase Agreement and issued, at Continental's election in
connection with the delivery of each Aircraft during the Delivery Period,
either (a) on a nonrecourse basis by an Owner Trustee in each separate
leveraged lease transaction with respect to each Leased Aircraft to
finance a portion of the purchase price of such Leased Aircraft by the
Owner Trustee, in which case the applicable Leased Aircraft will be
leased to Continental, or (b) on a recourse basis by Continental in
connection with each separate secured loan transaction with respect to
each Owned Aircraft to finance a portion of the purchase price of such
Owned Aircraft by Continental.
- The rights of such Trust to acquire Equipment Notes under the Note
Purchase Agreement.
- The rights of such Trust under the applicable Escrow Agreement to request
the Escrow Agent to withdraw from the Depositary funds sufficient to
enable such Trust to purchase Equipment Notes on the delivery of each
Aircraft during the Delivery Period.
- The rights of such Trust under the Intercreditor Agreement (including all
monies receivable in respect of such rights).
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- All monies receivable under the Liquidity Facility for such Trust.
- Funds from time to time deposited with the Trustee in accounts relating
to such Trust.
The Certificates of each Trust will be issued in fully registered form only
and will be subject to the provisions described below under "-- Book Entry;
Delivery and Form". Certificates will be issued only in minimum denominations of
$1,000 or integral multiples thereof, except that one Certificate of each Trust
may be issued in a different denomination. (Section 3.01)
The Certificates represent interests in the respective Trusts, and all
payments and distributions thereon will be made only from the Trust Property of
the related Trust. (Section 3.09) The Certificates do not represent an interest
in or obligation of Continental, the Trustees, any of the Loan Trustees or Owner
Trustees in their individual capacities, any Owner Participant or any affiliate
of any thereof.
Pursuant to the Escrow Agreement applicable to each Trust, the
Certificateholders of such Trust as holders of the Escrow Receipts affixed to
each Certificate are entitled to certain rights with respect to the Deposits
relating to such Trust. Accordingly, any transfer of a Certificate will have the
effect of transferring the corresponding rights with respect to the Deposits,
and rights with respect to the Deposits may not be separately transferred by
holders of the Certificates (the "Certificateholders"). Rights with respect to
the Deposits and the Escrow Agreement relating to a Trust, except for the right
to request withdrawals for the purchase of Equipment Notes, will not constitute
Trust Property of such Trust.
SUBORDINATION
The subordination terms of the Certificates vary depending upon whether a
"Triggering Event" has occurred. "Triggering Event" means (x) the occurrence of
an Indenture Default under all Indentures resulting in a PTC Event of Default
with respect to the most senior Class of Certificates then outstanding, (y) the
acceleration of all of the outstanding Equipment Notes (provided that during the
Delivery Period the aggregate principal amount thereof exceeds $300 million) or
(z) certain bankruptcy or insolvency events involving Continental.
BEFORE A TRIGGERING EVENT
On each Regular Distribution Date or Special Distribution Date (each, a
"Distribution Date"), so long as no Triggering Event shall have occurred
(whether or not continuing), all payments received by the Subordination Agent in
respect of Equipment Notes and certain other payments under the related
Indenture will be distributed under the Intercreditor Agreement in the following
order:
- To the Liquidity Provider to the extent required to pay the Liquidity
Expenses.
- To the Liquidity Provider to the extent required to pay interest accrued
on the Liquidity Obligations.
- To the Liquidity Provider to the extent required to pay or reimburse the
Liquidity Provider for certain Liquidity Obligations (other than amounts
payable pursuant to the two preceding clauses) and, if applicable, to
replenish each Cash Collateral Account up to the Required Amount.
- To the trustee for the Class A-1 Trust (the "Class A-1 Trustee") and the
trustee for the Class A-2 Trust (the "Class A-2 Trustee") to the extent
required to pay Expected Distributions on the Class A-1 Certificates and
the Class A-2 Certificates. If available funds are insufficient to pay an
Expected Distribution to each such Class in full, available funds will be
distributed to each of the Class A-1 Trustee and Class A-2 Trustee in the
same proportion as such Trustee's proportionate share of the aggregate
amount of such Expected Distributions.
- To the trustee for the Class B Trust (the "Class B Trustee") to the
extent required to pay Expected Distributions on the Class B
Certificates.
- To the trustee for the Class C-1 Trust (the "Class C-1 Trustee") and the
trustee for the Class C-2 Trust (the "Class C-2 Trustee") to the extent
required to pay Expected Distributions on the
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Class C-1 Certificates and the Class C-2 Certificates. If available funds
are insufficient to pay an Expected Distribution to each such Class in
full, available funds will be distributed to each of the Class C-1
Trustee and Class C-2 Trustee in the same proportion as such Trustee's
proportionate share of the aggregate amount of such Expected
Distributions.
- If Class D Certificates have been issued (see "-- Possible Issuance of
Class D Certificates") to the trustee for the Class D Trust (the "Class D
Trustee") to the extent required to pay "Expected Distributions" (to be
defined in a manner equivalent to the definition for other Classes of
Certificates) on the Class D Certificates.
- To the Subordination Agent and each Trustee for the payment of certain
fees and expenses.
AFTER A TRIGGERING EVENT
Upon the occurrence of a Triggering Event and at all times thereafter, all
payments received by the Subordination Agent in respect of the Equipment Notes
and certain other payments will be distributed under the Intercreditor Agreement
in the following order:
- To the Subordination Agent, any Trustee, any Certificateholder and the
Liquidity Provider to the extent required to pay Administration Expenses.
- To the Liquidity Provider to the extent required to pay the Liquidity
Expenses.
- To the Liquidity Provider to the extent required to pay interest accrued
on the Liquidity Obligations.
- To the Liquidity Provider to the extent required to pay the outstanding
amount of all Liquidity Obligations and, if applicable, with respect to
any particular Liquidity Facility, unless (x) less than 65% of the
aggregate outstanding principal amount of all Equipment Notes are
Performing Equipment Notes and a Liquidity Event of Default shall have
occurred and is continuing under such Liquidity Facility or (y) a Final
Drawing shall have occurred under such Liquidity Facility, to replenish
the Cash Collateral Account with respect to such Liquidity Facility up to
the Required Amount for the related Class of Certificates (less the
amount of any repayments of Interest Drawings under such Liquidity
Facility while sub-clause (x) of this clause is applicable).
- To the Subordination Agent, any Trustee or any Certificateholder to the
extent required to pay certain fees, taxes, charges and other amounts
payable.
- To the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Adjusted Expected Distributions on the Class A-1 Certificates and
the Class A-2 Certificates. If available funds are insufficient to pay an
Adjusted Expected Distribution to each such Class in full, available
funds will be distributed to each of the Class A-1 Trustee and Class A-2
Trustee in the same proportion as such Trustee's proportionate share of
the aggregate amount of such Adjusted Expected Distributions.
- To the Class B Trustee to the extent required to pay Adjusted Expected
Distributions on the Class B Certificates.
- To the Class C-1 Trustee and the Class C-2 Trustee to the extent required
to pay Adjusted Expected Distributions on the Class C-1 Certificates and
the Class C-2 Certificates. If available funds are insufficient to pay an
Adjusted Expected Distribution to each such Class in full, available
funds will be distributed to each of the Class C-1 Trustee and Class C-2
Trustee in the same proportion as such Trustee's proportionate share of
the aggregate amount of such Adjusted Expected Distributions.
- If Class D Certificates have been issued, to the Class D Trustee to the
extent required to pay "Adjusted Expected Distributions" (to be defined
in a manner equivalent to the definition for other Classes of
Certificates) on the Class D Certificates.
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For purposes of calculating Expected Distributions or Adjusted Expected
Distributions with respect to the Certificates of any Trust, any premium paid on
the Equipment Notes held in such Trust that has not been distributed to the
Certificateholders of such Trust (other than such premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
Expected Distributions or Adjusted Expected Distributions.
Payments in respect of the Deposits relating to a Trust and monies drawn
under a Liquidity Facility will not be subject to the subordination provisions
of the Intercreditor Agreement.
PAYMENTS AND DISTRIBUTIONS
Payments of interest on the Deposits with respect to each Trust and
payments of principal, premium (if any) and interest on the Equipment Notes or
with respect to other Trust Property held in each Trust will be distributed by
the Paying Agent (in the case of the Deposits) or by the Trustee (in the case of
Trust Property of such Trust) to Certificateholders of such Trust on the date
receipt of such payment is confirmed, except in the case of certain types of
Special Payments.
The Deposits held with respect to each Trust and the Equipment Notes held
in each Trust will accrue interest at the applicable rate per annum for
Certificates to be issued by such Trust set forth on the cover page of this
Prospectus Supplement, payable on March 15 and September 15 of each year,
commencing on September 15, 1999 (or, in the case of Equipment Notes issued
after such date, commencing with the first such date to occur after initial
issuance thereof). Such interest payments will be distributed to
Certificateholders of such Trust on each such date until the final Distribution
Date for such Trust, subject in the case of payments on the Equipment Notes to
the Intercreditor Agreement. Interest is calculated on the basis of a 360-day
year consisting of twelve 30-day months.
Payments of interest applicable to the Certificates to be issued by each of
the Trusts will be supported by a separate Liquidity Facility to be provided by
the Liquidity Provider for the benefit of the holders of such Certificates in an
aggregate amount sufficient to pay interest thereon at the Stated Interest Rate
for such Trust on up to three successive Regular Distribution Dates (without
regard to any future payments of principal on such Certificates), except that
the Liquidity Facility with respect to such Trust will not cover interest
payable by the Depositary on the Deposits relating to such Trust. The Liquidity
Facility for any Class of Certificates does not provide for drawings thereunder
to pay for principal of or premium on the Certificates of such Class, any
interest on the Certificates of such Class in excess of the Stated Interest
Rates, or, notwithstanding the subordination provisions of the Intercreditor
Agreement, principal of or interest or premium on the Certificates of any other
Class. Therefore, only the holders of the Certificates to be issued by a
particular Trust will be entitled to receive and retain the proceeds of drawings
under the Liquidity Facility for such Trust. See "Description of the Liquidity
Facilities".
Payments of principal of the Series A-1, B and C-1 Equipment Notes are
scheduled to be received by the Trustee on March 15 and September 15 in certain
years depending upon the terms of the Equipment Notes held in such Trust. The
entire principal amount of the Series A-2 Equipment Notes is scheduled for
payment on September 15, 2009. The entire principal amount of the Series C-2
Equipment Notes is scheduled for payment on September 15, 2004.
Scheduled payments of interest on the Deposits and of interest or principal
on the Equipment Notes are herein referred to as "Scheduled Payments", and March
15 and September 15 of each year are herein referred to as "Regular Distribution
Dates". See "Description of the Equipment Notes -- Principal and Interest
Payments". The "Final Maturity Date" for the Class A-1 Certificates is September
15, 2021, for the Class A-2 Certificates is March 15, 2011, for the Class B
Certificates is September 15, 2021, for the Class C-1 Certificates is September
15, 2012 and for the Class C-2 Certificates is March 15, 2006.
The Paying Agent with respect to each Escrow Agreement will distribute on
each Regular Distribution Date to the Certificateholders of the Trust to which
such Escrow Agreement relates all Scheduled Payments received in respect of the
related Deposits, the receipt of which is confirmed by the Paying Agent on such
Regular Distribution Date. The Trustee of each Trust will distribute, subject to
the
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<PAGE> 33
Intercreditor Agreement, on each Regular Distribution Date to the
Certificateholders of such Trust all Scheduled Payments received in respect of
Equipment Notes held on behalf of such Trust, the receipt of which is confirmed
by the Trustee on such Regular Distribution Date. Each Certificateholder of each
Trust will be entitled to receive its proportionate share, based upon its
fractional interest in such Trust, of any distribution in respect of Scheduled
Payments of interest on the Deposits relating to such Trust and, subject to the
Intercreditor Agreement, of principal or interest on Equipment Notes held on
behalf of such Trust. Each such distribution of Scheduled Payments will be made
by the applicable Paying Agent or Trustee to the Certificateholders of record of
the relevant Trust on the record date applicable to such Scheduled Payment
subject to certain exceptions. (Sections 4.01 and 4.02; Escrow Agreements,
Section 2.03) If a Scheduled Payment is not received by the applicable Paying
Agent or Trustee on a Regular Distribution Date but is received within five days
thereafter, it will be distributed on the date received to such holders of
record. If it is received after such five-day period, it will be treated as a
Special Payment and distributed as described below.
Any payment in respect of, or any proceeds of, any Equipment Note, Trust
Indenture Estate under (and as defined in) any Leased Aircraft Indenture or
Collateral under (and as defined in) any Owned Aircraft Indenture other than a
Scheduled Payment (each, a "Special Payment") will be distributed on, in the
case of an early redemption or a purchase of any Equipment Note, the date of
such early redemption or purchase (which shall be a Business Day), and otherwise
on the Business Day specified for distribution of such Special Payment pursuant
to a notice delivered by each Trustee as soon as practicable after the Trustee
has received funds for such Special Payment (each a "Special Distribution
Date"). Any such distribution will be subject to the Intercreditor Agreement.
Any unused Deposits to be distributed after the Delivery Period Termination Date
or the occurrence of a Triggering Event, together with accrued and unpaid
interest thereon (each, also a "Special Payment"), will be distributed on a date
25 days after the Paying Agent has received notice of the event requiring such
distribution (also a "Special Distribution Date"). However, if such date is
within ten days before or after a Regular Distribution Date, such Special
Payment shall be made on such Regular Distribution Date.
Each Paying Agent, in the case of the Deposits, and each Trustee, in the
case of Trust Property, will mail a notice to the Certificateholders of the
applicable Trust stating the scheduled Special Distribution Date, the related
record date, the amount of the Special Payment and the reason for the Special
Payment. In the case of a redemption or purchase of the Equipment Notes held in
the related Trust or any distribution of unused Deposits after the Delivery
Period Termination Date or the occurrence of a Triggering Event, such notice
will be mailed not less than 15 days prior to the date such Special Payment is
scheduled to be distributed, and in the case of any other Special Payment, such
notice will be mailed as soon as practicable after the Trustee has confirmed
that it has received funds for such Special Payment. (Section 4.02(c); Trust
Supplements, Section 3.01; Escrow Agreements, Sections 2.03 and 2.06) Each
distribution of a Special Payment, other than a final distribution, on a Special
Distribution Date for any Trust will be made by the Paying Agent or the Trustee,
as applicable, to the Certificateholders of record of such Trust on the record
date applicable to such Special Payment. (Section 4.02(b); Escrow Agreements,
Section 2.03) See "-- Indenture Defaults and Certain Rights Upon an Indenture
Default" and "Description of the Equipment Notes -- Redemption".
Each Pass Through Trust Agreement requires that the Trustee establish and
maintain, for the related Trust and for the benefit of the Certificateholders of
such Trust, one or more non-interest bearing accounts (the "Certificate
Account") for the deposit of payments representing Scheduled Payments received
by such Trustee. Each Pass Through Trust Agreement requires that the Trustee
establish and maintain, for the related Trust and for the benefit of the
Certificateholders of such Trust, one or more accounts (the "Special Payments
Account") for the deposit of payments representing Special Payments received by
such Trustee, which shall be non-interest bearing except in certain
circumstances where the Trustee may invest amounts in such account in certain
permitted investments. Pursuant to the terms of each Pass Through Trust
Agreement, the Trustee is required to deposit any Scheduled Payments relating to
the applicable Trust received by it in the Certificate Account of such Trust and
to deposit any Special Payments so received by it in the Special Payments
Account of such Trust. (Section 4.01; Trust Supplements,
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<PAGE> 34
Section 3.01) All amounts so deposited will be distributed by the Trustee on a
Regular Distribution Date or a Special Distribution Date, as appropriate.
(Section 4.02; Trust Supplements, Section 3.01)
Each Escrow Agreement requires that the Paying Agent establish and
maintain, for the benefit of the Receiptholders, one or more accounts (the
"Paying Agent Account"), which shall be non-interest bearing. Pursuant to the
terms of the Escrow Agreements, the Paying Agent is required to deposit interest
on Deposits relating to a Trust and any unused Deposits withdrawn by the Escrow
Agent in the related Paying Agent Account. All amounts so deposited will be
distributed by the Paying Agent on a Regular Distribution Date or Special
Distribution Date, as appropriate.
The final distribution for each Trust will be made only upon presentation
and surrender of the Certificates for such Trust at the office or agency of the
Trustee specified in the notice given by the Trustee of such final distribution.
The Trustee will mail such notice of the final distribution to the
Certificateholders of such Trust, specifying the date set for such final
distribution and the amount of such distribution. (Trust Supplements, Section
7.01) See "-- Termination of the Trusts" below. Distributions in respect of
Certificates issued in global form will be made as described in "-- Book Entry;
Delivery and Form" below.
If any Distribution Date is a Saturday, Sunday or other day on which
commercial banks are authorized or required to close in New York, New York,
Houston, Texas, Wilmington, Delaware, or Salt Lake City, Utah (any other day
being a "Business Day"), distributions scheduled to be made on such Regular
Distribution Date or Special Distribution Date will be made on the next
succeeding Business Day without additional interest.
POOL FACTORS
The "Pool Balance" for each Trust or for the Certificates issued by any
Trust indicates, as of any date, the original aggregate face amount of the
Certificates of such Trust less the aggregate amount of all payments made in
respect of the Certificates of such Trust or in respect of Deposits relating to
such Trust other than payments made in respect of interest or premium or
reimbursement of any costs or expenses incurred in connection therewith. The
Pool Balance for each Trust or for the Certificates issued by any Trust as of
any Distribution Date shall be computed after giving effect to any special
distribution with respect to unused Deposits, payment of principal of the
Equipment Notes or payment with respect to other Trust Property held in such
Trust and the distribution thereof to be made on that date. (Trust Supplements,
Section 2.01)
The "Pool Factor" for each Trust as of any Distribution Date is the
quotient (rounded to the seventh decimal place) computed by dividing (i) the
Pool Balance by (ii) the original aggregate face amount of the Certificates of
such Trust. The Pool Factor for each Trust or for the Certificates issued by any
Trust as of any Distribution Date shall be computed after giving effect to any
special distribution with respect to unused Deposits, payment of principal of
the Equipment Notes or payments with respect to other Trust Property held in
such Trust and the distribution thereof to be made on that date. (Trust
Supplements, Section 2.01) The Pool Factor for each Trust will be 1.0000000 on
the date of issuance of the Certificates; thereafter, the Pool Factor for each
Trust will decline as described herein to reflect reductions in the Pool Balance
of such Trust. The amount of a Certificateholder's pro rata share of the Pool
Balance of a Trust can be determined by multiplying the par value of the
holder's Certificate of such Trust by the Pool Factor for such Trust as of the
applicable Distribution Date. Notice of the Pool Factor and the Pool Balance for
each Trust will be mailed to Certificateholders of such Trust on each
Distribution Date. (Trust Supplements, Section 3.02)
The following table sets forth an illustrative aggregate principal
amortization schedule for the Equipment Notes held in each Trust (the "Assumed
Amortization Schedule") and resulting Pool Factors with respect to such Trust.
The actual aggregate principal amortization schedule applicable to the Class
A-1, B or C-1 Trust and the resulting Pool Factors with respect to such Trust
may differ from those set forth below, since the amortization schedule for the
Series A-1, B or C-1 Equipment Notes issued with respect to an Aircraft may vary
from such illustrative amortization schedule so long as it complies with the
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Mandatory Economic Terms. In the case of the Class A-2 and Class C-2 Trusts, the
scheduled date for payment of principal of the applicable Equipment Notes may
not be changed under the Mandatory Economic Terms. However, the scheduled
distribution of principal payments for any Trust would be affected if any
Equipment Notes held in such Trust are redeemed or purchased or if a default in
payment on such Equipment Notes occurred. Accordingly, the aggregate principal
amortization schedule applicable to a Trust and the resulting Pool Factors may
differ from those set forth in the following table.
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS B
------------------------ ------------------------- ------------------------ -
SCHEDULED EXPECTED SCHEDULED EXPECTED SCHEDULED EXPECTED
PRINCIPAL POOL PRINCIPAL POOL PRINCIPAL POOL
DATE PAYMENTS FACTOR PAYMENTS FACTOR PAYMENTS FACTOR
- ---- ----------- ---------- ------------ ---------- ----------- ---------- -
<S> <C> <C> <C> <C> <C> <C>
September 15, 1999............... $ 0 1.0000000 $ 0 1.0000000 $ 0 1.0000000
March 15, 2000................... 2,234,064 0.9926714 0 1.0000000 4,049,574 0.9635429
September 15, 2000............... 17,151,879 0.9364068 0 1.0000000 0 0.9635429
March 15, 2001................... 838,381 0.9336565 0 1.0000000 341,683 0.9604668
September 15, 2001............... 10,121,762 0.9004533 0 1.0000000 561,720 0.9554098
March 15, 2002................... 931,854 0.8973965 0 1.0000000 78,714 0.9547012
September 15, 2002............... 11,979,189 0.8581002 0 1.0000000 1,685,160 0.9395302
March 15, 2003................... 7,008,686 0.8351091 0 1.0000000 96,407 0.9386623
September 15, 2003............... 11,459,486 0.7975176 0 1.0000000 1,989,795 0.9207487
March 15, 2004................... 552,041 0.7957067 0 1.0000000 119,847 0.9196698
September 15, 2004............... 10,914,585 0.7599027 0 1.0000000 1,685,160 0.9044988
March 15, 2005................... 2,292,072 0.7523839 0 1.0000000 1,139,970 0.8942360
September 15, 2005............... 12,675,327 0.7108040 0 1.0000000 2,089,530 0.8754246
March 15, 2006................... 2,292,072 0.7032851 0 1.0000000 2,027,221 0.8571741
September 15, 2006............... 12,723,592 0.6615469 0 1.0000000 2,025,892 0.8389356
March 15, 2007................... 4,655,959 0.6462736 0 1.0000000 1,572,698 0.8247771
September 15, 2007............... 10,263,175 0.6126065 0 1.0000000 1,685,160 0.8096061
March 15, 2008................... 5,183,478 0.5956027 0 1.0000000 1,637,602 0.7948632
September 15, 2008............... 9,783,921 0.5635077 0 1.0000000 1,685,160 0.7796922
March 15, 2009................... 0 0.5635077 0 1.0000000 0 0.7796922
September 15, 2009............... 0 0.5635077 192,425,426 0.0000000 41,005,560 0.4105314
March 15, 2010................... 1,438,762 0.5587881 0 0.0000000 1,593,900 0.3961820
September 15, 2010............... 0 0.5587881 0 0.0000000 0 0.3961820
March 15, 2011................... 3,751,643 0.5464813 0 0.0000000 5,570,808 0.3460297
September 15, 2011............... 0 0.5464813 0 0.0000000 0 0.3460297
March 15, 2012................... 6,442,624 0.5253470 0 0.0000000 9,544,919 0.2600996
September 15, 2012............... 484,784 0.5237567 0 0.0000000 0 0.2600996
March 15, 2013................... 10,183,124 0.4903522 0 0.0000000 10,980,750 0.1612432
September 15, 2013............... 0 0.4903522 0 0.0000000 0 0.1612432
March 15, 2014................... 12,547,121 0.4491929 0 0.0000000 5,118,010 0.1151673
September 15, 2014............... 0 0.4491929 0 0.0000000 0 0.1151673
March 15, 2015................... 17,977,519 0.3902198 0 0.0000000 6,697,176 0.0548746
September 15, 2015............... 0 0.3902198 0 0.0000000 0 0.0548746
March 15, 2016................... 12,101,174 0.3505234 0 0.0000000 5,430,986 0.0059810
September 15, 2016............... 3,192,415 0.3400511 0 0.0000000 0 0.0059810
March 15, 2017................... 17,480,371 0.2827088 0 0.0000000 465,390 0.0017913
September 15, 2017............... 0 0.2827088 0 0.0000000 0 0.0017913
March 15, 2018................... 26,054,607 0.1972398 0 0.0000000 0 0.0017913
September 15, 2018............... 2,380,343 0.1894314 0 0.0000000 0 0.0017913
March 15, 2019................... 35,378,570 0.0733763 0 0.0000000 0 0.0017913
September 15, 2019............... 106,045 0.0730284 0 0.0000000 0 0.0017913
March 15, 2020................... 22,262,181 0.0000000 0 0.0000000 198,970 0.0000000
<CAPTION>
CLASS C-1 CLASS C-2
------------------------ ------------------------
SCHEDULED EXPECTED SCHEDULED EXPECTED
PRINCIPAL POOL PRINCIPAL POOL
DATE PAYMENTS FACTOR PAYMENTS FACTOR
- ---- ---------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
September 15, 1999............... $ 0 1.0000000 $ 0 1.0000000
March 15, 2000................... 10,147,298 0.8084189 0 1.0000000
September 15, 2000............... 0 0.8084189 0 1.0000000
March 15, 2001................... 2,844,466 0.7547153 0 1.0000000
September 15, 2001............... 1,064,534 0.7346169 0 1.0000000
March 15, 2002................... 1,469,586 0.7068711 0 1.0000000
September 15, 2002............... 1,202,643 0.6841652 0 1.0000000
March 15, 2003................... 0 0.6841652 0 1.0000000
September 15, 2003............... 2,273,281 0.6412456 0 1.0000000
March 15, 2004................... 26,650 0.6407425 0 1.0000000
September 15, 2004............... 0 0.6407425 80,575,579 0.0000000
March 15, 2005................... 4,713,303 0.5517553 0 0.0000000
September 15, 2005............... 0 0.5517553 0 0.0000000
March 15, 2006................... 5,626,817 0.4455209 0 0.0000000
September 15, 2006............... 0 0.4455209 0 0.0000000
March 15, 2007................... 786,322 0.4306751 0 0.0000000
September 15, 2007............... 0 0.4306751 0 0.0000000
March 15, 2008................... 334,073 0.4243678 0 0.0000000
September 15, 2008............... 0 0.4243678 0 0.0000000
March 15, 2009................... 1,029,521 0.4049305 0 0.0000000
September 15, 2009............... 0 0.4049305 0 0.0000000
March 15, 2010................... 9,228,674 0.2306930 0 0.0000000
September 15, 2010............... 0 0.2306930 0 0.0000000
March 15, 2011................... 12,218,900 0.0000000 0 0.0000000
September 15, 2011............... 0 0.0000000 0 0.0000000
March 15, 2012................... 0 0.0000000 0 0.0000000
September 15, 2012............... 0 0.0000000 0 0.0000000
March 15, 2013................... 0 0.0000000 0 0.0000000
September 15, 2013............... 0 0.0000000 0 0.0000000
March 15, 2014................... 0 0.0000000 0 0.0000000
September 15, 2014............... 0 0.0000000 0 0.0000000
March 15, 2015................... 0 0.0000000 0 0.0000000
September 15, 2015............... 0 0.0000000 0 0.0000000
March 15, 2016................... 0 0.0000000 0 0.0000000
September 15, 2016............... 0 0.0000000 0 0.0000000
March 15, 2017................... 0 0.0000000 0 0.0000000
September 15, 2017............... 0 0.0000000 0 0.0000000
March 15, 2018................... 0 0.0000000 0 0.0000000
September 15, 2018............... 0 0.0000000 0 0.0000000
March 15, 2019................... 0 0.0000000 0 0.0000000
September 15, 2019............... 0 0.0000000 0 0.0000000
March 15, 2020................... 0 0.0000000 0 0.0000000
</TABLE>
The Pool Factor and Pool Balance of each Trust will be recomputed if there
has been an early redemption, purchase, or default in the payment of principal
or interest in respect of one or more of the Equipment Notes held in a Trust, as
described in "-- Indenture Defaults and Certain Rights Upon an Indenture
Default" and "Description of the Equipment Notes -- Redemption", or a special
distribution
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<PAGE> 36
attributable to unused Deposits after the Delivery Period Termination Date or
the occurrence of a Triggering Event, as described in "Description of the
Deposit Agreements". If the principal payments scheduled for March 15, 2000 are
changed, notice thereof will be mailed to the Certificateholders by no later
than February 29, 2000. In the event of (i) any other change in the scheduled
repayments from the Assumed Amortization Schedule or (ii) any such redemption,
purchase, default or special distribution, the Pool Factors and the Pool
Balances of each Trust so affected will be recomputed after giving effect
thereto and notice thereof will be mailed to the Certificateholders of such
Trust promptly after the Delivery Period Termination Date in the case of clause
(i) and promptly after the occurrence of any event described in clause (ii).
REPORTS TO CERTIFICATEHOLDERS
On each Distribution Date, the applicable Paying Agent and Trustee will
include with each distribution by it of a Scheduled Payment or Special Payment
to Certificateholders of the related Trust a statement setting forth the
following information (per $1,000 aggregate principal amount of Certificate for
such Trust, except as to the amounts described in items (a) and (f) below):
(a) The aggregate amount of funds distributed on such Distribution
Date under the Pass Through Trust Agreement and under the Escrow Agreement,
indicating the amount allocable to each source.
(b) The amount of such distribution under the Pass Through Trust
Agreement allocable to principal and the amount allocable to premium, if
any.
(c) The amount of such distribution under the Pass Through Trust
Agreement allocable to interest.
(d) The amount of such distribution under the Escrow Agreement
allocable to interest.
(e) The amount of such distribution under the Escrow Agreement
allocable to unused Deposits, if any.
(f) The Pool Balance and the Pool Factor for such Trust. (Trust
Supplements, Section 3.02(a))
So long as the Certificates are registered in the name of DTC or its
nominee, on the record date prior to each Distribution Date, the applicable
Trustee will request from DTC a securities position listing setting forth the
names of all DTC Participants reflected on DTC's books as holding interests in
the Certificates on such record date. On each Distribution Date, the applicable
Paying Agent and Trustee will mail to each such DTC Participant the statement
described above and will make available additional copies as requested by such
DTC Participant for forwarding to Certificate Owners. (Trust Supplements,
Section 3.02(a))
In addition, after the end of each calendar year, the applicable Trustee
and Paying Agent will furnish to each Certificateholder of each Trust at any
time during the preceding calendar year a report containing the sum of the
amounts determined pursuant to clauses (a), (b), (c), (d) and (e) above with
respect to the Trust for such calendar year or, in the event such person was a
Certificateholder during only a portion of such calendar year, for the
applicable portion of such calendar year, and such other items as are readily
available to such Trustee and which a Certificateholder shall reasonably request
as necessary for the purpose of such Certificateholder's preparation of its U.S.
federal income tax returns. (Trust Supplements, Section 3.02(b)) Such report and
such other items shall be prepared on the basis of information supplied to the
applicable Trustee by the DTC Participants and shall be delivered by such
Trustee to such DTC Participants to be available for forwarding by such DTC
Participants to Certificate Owners in the manner described above. (Trust
Supplements, Section 3.02(b)) At such time, if any, as the Certificates are
issued in the form of definitive certificates, the applicable Paying Agent and
Trustee will prepare and deliver the information described above to each
Certificateholder of record of each Trust as the name and period of ownership of
such Certificateholder appears on the records of the registrar of the
Certificates.
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<PAGE> 37
INDENTURE DEFAULTS AND CERTAIN RIGHTS UPON AN INDENTURE DEFAULT
An event of default under an Indenture (an "Indenture Default") will, with
respect to the Leased Aircraft Indentures, include an event of default under the
related Lease (a "Lease Event of Default"). See "Description of the Equipment
Notes -- Indenture Defaults, Notice and Waiver". Since the Equipment Notes
issued under an Indenture will be held in more than one Trust, a continuing
Indenture Default under such Indenture would affect the Equipment Notes held by
each such Trust. There are no cross-default provisions in the Indentures or in
the Leases (unless otherwise agreed between an Owner Participant and
Continental, which Continental does not expect). Consequently, events resulting
in an Indenture Default under any particular Indenture may or may not result in
an Indenture Default under any other Indenture, and a Lease Event of Default
under any particular Lease may or may not constitute a Lease Event of Default
under any other Lease. If an Indenture Default occurs in fewer than all of the
Indentures, notwithstanding the treatment of Equipment Notes issued under any
Indenture under which an Indenture Default has occurred, payments of principal
and interest on all of the Equipment Notes will continue to be distributed to
the holders of the Certificates as originally scheduled, subject to the
Intercreditor Agreement. See "Description of the Intercreditor
Agreement -- Priority of Distributions".
With respect to each Leased Aircraft, the applicable Owner Trustee and
Owner Participant will, under the related Leased Aircraft Indenture, have the
right under certain circumstances to cure Indenture Defaults that result from
the occurrence of a Lease Event of Default under the related Lease. If the Owner
Trustee or the Owner Participant exercises any such cure right, the Indenture
Default will be deemed to have been cured.
In the event that the same institution acts as Trustee of multiple Trusts,
in the absence of instructions from the Certificateholders of any such Trust,
such Trustee could be faced with a potential conflict of interest upon an
Indenture Default. In such event, each Trustee has indicated that it would
resign as Trustee of one or all such Trusts, and a successor trustee would be
appointed in accordance with the terms of the applicable Pass Through Trust
Agreement. Wilmington Trust Company will be the initial Trustee under each
Trust.
Upon the occurrence and continuation of an Indenture Default, the
Controlling Party will direct the Indenture Trustee under such Indenture in the
exercise of remedies thereunder and may accelerate and sell all (but not less
than all) of the Equipment Notes issued under such Indenture to any person,
subject to certain limitations. See "Description of the Intercreditor
Agreement -- Intercreditor Rights -- Sale of Equipment Notes or Aircraft". The
proceeds of such sale will be distributed pursuant to the provisions of the
Intercreditor Agreement. Any such proceeds so distributed to any Trustee upon
any such sale shall be deposited in the applicable Special Payments Account and
shall be distributed to the Certificateholders of the applicable Trust on a
Special Distribution Date. (Sections 4.01 and 4.02) The market for Equipment
Notes at the time of the existence of an Indenture Default may be very limited
and there can be no assurance as to the price at which they could be sold. If
any such Equipment Notes are sold for less than their outstanding principal
amount, certain Certificateholders will receive a smaller amount of principal
distributions than anticipated and will not have any claim for the shortfall
against Continental, any Liquidity Provider, any Owner Trustee, any Owner
Participant or any Trustee.
Any amount, other than Scheduled Payments received on a Regular
Distribution Date or within five days thereafter, distributed to the Trustee of
any Trust by the Subordination Agent on account of any Equipment Note, Trust
Indenture Estate under (and as defined in) any Leased Aircraft Indenture or
Collateral under (and as defined in) any Owned Aircraft Indenture held in such
Trust following an Indenture Default will be deposited in the Special Payments
Account for such Trust and will be distributed to the Certificateholders of such
Trust on a Special Distribution Date. (Sections 4.01 and 4.02; Trust
Supplements, Section 3.01) In addition, if, following an Indenture Default under
any Leased Aircraft Indenture, the applicable Owner Participant or Owner Trustee
exercises its option to redeem or purchase the outstanding Equipment Notes
issued under such Leased Aircraft Indenture, the price paid by such Owner
Participant or Owner Trustee for the Equipment Notes issued under such Leased
Aircraft Indenture and distributed to such Trust by the Subordination Agent will
be deposited in the Special
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<PAGE> 38
Payments Account for such Trust and will be distributed to the
Certificateholders of such Trust on a Special Distribution Date. (Sections 4.01
and 4.02)
Any funds representing payments received with respect to any defaulted
Equipment Notes, or the proceeds from the sale of any Equipment Notes, held by
the Trustee in the Special Payments Account for such Trust will, to the extent
practicable, be invested and reinvested by such Trustee in certain permitted
investments pending the distribution of such funds on a Special Distribution
Date. (Section 4.04) Such permitted investments are defined as obligations of
the United States or agencies or instrumentalities thereof for the payment of
which the full faith and credit of the United States is pledged and which mature
in not more than 60 days or such lesser time as is required for the distribution
of any such funds on a Special Distribution Date. (Section 1.01)
Each Pass Through Trust Agreement provides that the Trustee of the related
Trust will, within 90 days after the occurrence of any default known to the
Trustee, give to the Certificateholders of such Trust notice, transmitted by
mail, of such uncured or unwaived default with respect to such Trust known to
it, provided that, except in the case of default in a payment of principal,
premium, if any, or interest on any of the Equipment Notes held in such Trust,
the applicable Trustee will be protected in withholding such notice if it in
good faith determines that the withholding of such notice is in the interests of
such Certificateholders. (Section 7.02) The term "default" as used in this
paragraph only with respect to any Trust means the occurrence of an Indenture
Default under any Indenture pursuant to which Equipment Notes held by such Trust
were issued, as described above, except that in determining whether any such
Indenture Default has occurred, any grace period or notice in connection
therewith will be disregarded.
Each Pass Through Trust Agreement contains a provision entitling the
Trustee of the related Trust, subject to the duty of such Trustee during a
default to act with the required standard of care, to be offered reasonable
security or indemnity by the holders of the Certificates of such Trust before
proceeding to exercise any right or power under such Pass Through Trust
Agreement at the request of such Certificateholders. (Section 7.03(e))
Subject to certain qualifications set forth in each Pass Through Trust
Agreement and to the Intercreditor Agreement, the Certificateholders of each
Trust holding Certificates evidencing fractional undivided interests aggregating
not less than a majority in interest in such Trust shall have the right to
direct the time, method and place of conducting any proceeding for any remedy
available to the Trustee with respect to such Trust or pursuant to the terms of
the Intercreditor Agreement, or exercising any trust or power conferred on such
Trustee under such Pass Through Trust Agreement or the Intercreditor Agreement,
including any right of such Trustee as Controlling Party under the Intercreditor
Agreement or as holder of the Equipment Notes. (Section 6.04)
In certain cases, the holders of the Certificates of a Trust evidencing
fractional undivided interests aggregating not less than a majority in interest
of such Trust may on behalf of the holders of all the Certificates of such Trust
waive any past "event of default" under such Trust (i.e., any Indenture Default
under any Indenture pursuant to which Equipment Notes held by such Trust were
issued) and its consequences or, if the Trustee of such Trust is the Controlling
Party, may direct the Trustee to instruct the applicable Loan Trustee to waive
any past Indenture Default and its consequences, except (i) a default in the
deposit of any Scheduled Payment or Special Payment or in the distribution
thereof, (ii) a default in payment of the principal, premium, if any, or
interest with respect to any of the Equipment Notes and (iii) a default in
respect of any covenant or provision of the Pass Through Trust Agreement that
cannot be modified or amended without the consent of each Certificateholder of
such Trust affected thereby. (Section 6.05) Each Indenture will provide that,
with certain exceptions, the holders of the majority in aggregate unpaid
principal amount of the Equipment Notes issued thereunder may on behalf of all
such holders waive any past default or Indenture Default thereunder.
Notwithstanding such provisions of the Indentures, pursuant to the Intercreditor
Agreement only the Controlling Party will be entitled to waive any such past
default or Indenture Default.
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<PAGE> 39
PURCHASE RIGHTS OF CERTIFICATEHOLDERS
Upon the occurrence and during the continuation of a Triggering Event, with
ten days' written notice to the Trustee and each Certificateholder of the same
Class:
- If the Class A-1 or Class A-2 Certificateholders are then represented by
the Controlling Party, the Certificateholders of such other Class will
have the right to purchase all of such Class of Certificates represented
by the Controlling Party.
- The Class B Certificateholders will have the right to purchase all of the
Class A-1 and Class A-2 Certificates.
- The Class C-1 and Class C-2 Certificateholders will have the right to
purchase all of the Class A-1, Class A-2 and Class B Certificates.
- If the Class C-1 or Class C-2 Certificateholders are then represented by
the Controlling Party, the Certificateholders of such other Class will
have the right to purchase all of such Class of Certificates represented
by the Controlling Party.
- If the Class D Certificates are issued, the Class D Certificateholders
will have the right to purchase all of the Class A-1, Class A-2, Class B,
Class C-1 and Class C-2 Certificates.
In each case the purchase price will be equal to the Pool Balance of the
relevant Class or Classes of Certificates plus accrued and unpaid interest
thereon to the date of purchase, without premium, but including any other
amounts then due and payable to the Certificateholders of such Class or Classes.
Such purchase right may be exercised by any Certificateholder of the Class or
Classes entitled to such right. In each case, if prior to the end of the ten-day
notice period, any other Certificateholder of the same Class (or, in the case of
a purchase right exercisable by the Class C-1 and Class C-2 Certificateholders,
any Certificateholder of the other relevant Class) notifies the purchasing
Certificateholder that the other Certificateholder wants to participate in such
purchase, then such other Certificateholder may join with the purchasing
Certificateholder to purchase the Certificates pro rata based on the interest in
the Trust held by each Certificateholder (or, in the case of a purchase right
exercisable by the Class C-1 and Class C-2 Certificateholders, pro rata based on
the fractional interest in the relevant Trust held by each Certificateholder
multiplied by the Pool Balance of such Trust). (Trust Supplements, Section 4.01)
PTC EVENT OF DEFAULT
A Pass Through Certificate Event of Default (a "PTC Event of Default")
under each Pass Through Trust Agreement means the failure to pay:
- The outstanding Pool Balance of the applicable Class of Certificates
within ten Business Days of the Final Maturity Date for such Class.
- Interest due on such Class of Certificates within ten Business Days of
any Distribution Date (unless the Subordination Agent shall have made
Interest Drawings, or withdrawals from the Cash Collateral Account for
such Class of Certificates, with respect thereto in an aggregate amount
sufficient to pay such interest and shall have distributed such amount to
the Trustee entitled thereto). (Section 1.01)
Any failure to make expected principal distributions with respect to any
Class of Certificates on any Regular Distribution Date (other than the Final
Maturity Date) will not constitute a PTC Event of Default with respect to such
Certificates. A PTC Event of Default with respect to the most senior outstanding
Class of Certificates resulting from an Indenture Default under all Indentures
will constitute a Triggering Event. See "Description of the Intercreditor
Agreement -- Priority of Distributions" for a discussion of the consequences of
the occurrence of a Triggering Event.
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<PAGE> 40
MERGER, CONSOLIDATION AND TRANSFER OF ASSETS
Continental will be prohibited from consolidating with or merging into any
other corporation or transferring substantially all of its assets as an entirety
to any other corporation unless:
- The surviving successor or transferee corporation shall be validly
existing under the laws of the United States or any state thereof or the
District of Columbia.
- The surviving successor or transferee corporation shall be a "citizen of
the United States" (as defined in Title 49 of the United States Code
relating to aviation (the "Transportation Code")) holding an air carrier
operating certificate issued by the Secretary of Transportation pursuant
to Chapter 447 of Title 49, United States Code, if, and so long as, such
status is a condition of entitlement to the benefits of Section 1110 of
the Bankruptcy Code.
- The surviving successor or transferee corporation shall expressly assume
all of the obligations of Continental contained in the Basic Agreement
and any Trust Supplement, the Note Purchase Agreement, the Indentures,
the Participation Agreements and the Leases, and any other operative
documents.
- Continental shall have delivered a certificate and an opinion or opinions
of counsel indicating that such transaction, in effect, complies with
such conditions.
In addition, after giving effect to such transaction, no Lease Event of
Default, in the case of a Leased Aircraft, or Indenture Default, in the case of
an Owned Aircraft, shall have occurred and be continuing. (Section 5.02; Leases,
Section 13.2; Owned Aircraft Indentures, Section 4.07)
The Basic Agreement, the Trust Supplements, the Note Purchase Agreement,
the Indentures, the Participation Agreements and the Leases will not contain any
covenants or provisions which may afford the applicable Trustee or
Certificateholders protection in the event of a highly leveraged transaction,
including transactions effected by management or affiliates, which may or may
not result in a change in control of Continental.
MODIFICATIONS OF THE PASS THROUGH TRUST AGREEMENTS AND CERTAIN OTHER AGREEMENTS
Each Pass Through Trust Agreement contains provisions permitting, at the
request of the Company, the execution of amendments or supplements to such Pass
Through Trust Agreement or, if applicable, to the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase Agreement or the
Liquidity Facilities, without the consent of the holders of any of the
Certificates of such Trust:
- To evidence the succession of another corporation to Continental and the
assumption by such corporation of Continental's obligations under such
Pass Through Trust Agreement or the Note Purchase Agreement.
- To add to the covenants of Continental for the benefit of holders of such
Certificates or to surrender any right or power conferred upon
Continental in such Pass Through Trust Agreement, the Intercreditor
Agreement, the Note Purchase Agreement or the Liquidity Facilities.
- To correct or supplement any provision of such Pass Through Trust
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement or the Liquidity
Facilities which may be defective or inconsistent with any other
provision in such Pass Through Trust Agreement, the Intercreditor
Agreement, or the Liquidity Facilities, as applicable, or to cure any
ambiguity or to modify any other provision with respect to matters or
questions arising under such Pass Through Trust Agreement, the Deposit
Agreements, the Escrow Agreements, the Intercreditor Agreement, the Note
Purchase Agreement or the Liquidity Facilities, provided that such action
shall not materially adversely affect the interests of the holders of
such Certificates; to correct any mistake in such Pass Through Trust
Agreement, the Intercreditor
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<PAGE> 41
Agreement or the Liquidity Facilities; or, as provided in the
Intercreditor Agreement, to give effect to or provide for a Replacement
Facility.
- To comply with any requirement of the Commission, any applicable law,
rules or regulations of any exchange or quotation system on which the
Certificates are listed, or any regulatory body.
- To modify, eliminate or add to the provisions of such Pass Through Trust
Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement or the Liquidity
Facilities to such extent as shall be necessary to continue the
qualification of such Pass Through Trust Agreement (including any
supplemental agreement) under the Trust Indenture Act of 1939, as amended
(the "Trust Indenture Act"), or any similar federal statute enacted after
the execution of such Pass Through Trust Agreement, and to add to such
Pass Through Trust Agreement, the Deposit Agreements, the Escrow
Agreements, the Intercreditor Agreement, the Note Purchase Agreement or
the Liquidity Facilities such other provisions as may be expressly
permitted by the Trust Indenture Act.
- To evidence and provide for the acceptance of appointment under such Pass
Through Trust Agreement, the Deposit Agreements, the Escrow Agreements,
the Intercreditor Agreement, the Note Purchase Agreement or the Liquidity
Facilities by a successor Trustee and to add to or change any of the
provisions of such Pass Through Trust Agreement, the Deposit Agreements,
the Escrow Agreements, the Intercreditor Agreement, the Note Purchase
Agreement or the Liquidity Facilities as shall be necessary to provide
for or facilitate the administration of the Trusts under the Basic
Agreement by more than one Trustee.
In each case, such modification or supplement may not adversely affect the
status of the Trust as a grantor trust under Subpart E, Part I of Subchapter J
of Chapter 1 of Subtitle A of the Internal Revenue Code of 1986, as amended (the
"Code"), for U.S. federal income tax purposes. (Section 9.01; Trust Supplements,
Section 6.01)
Each Pass Through Trust Agreement also contains provisions permitting the
execution, with the consent of the holders of the Certificates of the related
Trust evidencing fractional undivided interests aggregating not less than a
majority in interest of such Trust, of amendments or supplements adding any
provisions to or changing or eliminating any of the provisions of such Pass
Through Trust Agreement, the Deposit Agreements, the Escrow Agreements, the
Intercreditor Agreement, the Note Purchase Agreement or the Liquidity Facilities
to the extent applicable to such Certificateholders or of modifying the rights
and obligations of such Certificateholders under such Pass Through Trust
Agreement, the Deposit Agreements, the Escrow Agreements, the Intercreditor
Agreement, the Note Purchase Agreement or the Liquidity Facilities. No such
amendment or supplement may, without the consent of the holder of each
Certificate so affected thereby:
- Reduce in any manner the amount of, or delay the timing of, any receipt
by the Trustee (or, with respect to the Deposits, the Receiptholders) of
payments with respect to the Equipment Notes held in such Trust or
distributions in respect of any Certificate related to such Trust (or,
with respect to the Deposits, payments upon the Deposits), or change the
date or place of any payment in respect of any Certificate, or make
distributions payable in coin or currency other than that provided for in
such Certificates, or impair the right of any Certificateholder of such
Trust to institute suit for the enforcement of any such payment when due.
- Permit the disposition of any Equipment Note held in such Trust, except
as provided in such Pass Through Trust Agreement, or otherwise deprive
such Certificateholder of the benefit of the ownership of the applicable
Equipment Notes.
- Alter the priority of distributions specified in the Intercreditor
Agreement in a manner materially adverse to such Certificateholders.
- Reduce the percentage of the aggregate fractional undivided interests of
the Trust provided for in such Pass Through Trust Agreement, the consent
of the holders of which is required for any such
S-41
<PAGE> 42
supplemental trust agreement or for any waiver provided for in such Pass
Through Trust Agreement.
- Modify any of the provisions relating to the rights of the
Certificateholders in respect of the waiver of events of default or
receipt of payment.
- Adversely affect the status of any Trust as a grantor trust under Subpart
E, Part I of Subchapter J of Chapter 1 of Subtitle A of the Code for U.S.
federal income tax purposes. (Section 9.02; Trust Supplements, Section
6.02)
In the event that a Trustee, as holder (or beneficial owner through the
Subordination Agent) of any Equipment Note in trust for the benefit of the
Certificateholders of the relevant Trust or as Controlling Party under the
Intercreditor Agreement, receives (directly or indirectly through the
Subordination Agent) a request for a consent to any amendment, modification,
waiver or supplement under any Indenture, any Participation Agreement, any
Lease, any Equipment Note or any other related document, the Trustee shall
forthwith send a notice of such proposed amendment, modification, waiver or
supplement to each Certificateholder of the relevant Trust as of the date of
such notice. The Trustee shall request from the Certificateholders a direction
as to:
- Whether or not to take or refrain from taking (or direct the
Subordination Agent to take or refrain from taking) any action which a
holder of such Equipment Note or the Controlling Party has the option to
direct.
- Whether or not to give or execute (or direct the Subordination Agent to
give or execute) any waivers, consents, amendments, modifications or
supplements as a holder of such Equipment Note or as Controlling Party.
- How to vote (or direct the Subordination Agent to vote) any Equipment
Note if a vote has been called for with respect thereto.
Provided such a request for Certificateholder direction shall have been
made, in directing any action or casting any vote or giving any consent as the
holder of any Equipment Note (or in directing the Subordination Agent in any of
the foregoing):
- Other than as Controlling Party, the Trustee shall vote for or give
consent to any such action with respect to such Equipment Note in the
same proportion as that of (x) the aggregate face amount of all
Certificates actually voted in favor of or for giving consent to such
action by such direction of Certificateholders to (y) the aggregate face
amount of all outstanding Certificates of the relevant Trust.
- As the Controlling Party, the Trustee shall vote as directed in such
Certificateholder direction by the Certificateholders evidencing
fractional undivided interests aggregating not less than a majority in
interest in the relevant Trust.
For purposes of the immediately preceding paragraph, a Certificate shall
have been "actually voted" if the Certificateholder has delivered to the Trustee
an instrument evidencing such Certificateholder's consent to such direction
prior to one Business Day before the Trustee directs such action or casts such
vote or gives such consent. Notwithstanding the foregoing, but subject to
certain rights of the Certificateholders under the relevant Pass Through Trust
Agreement and subject to the Intercreditor Agreement, the Trustee may, in its
own discretion and at its own direction, consent and notify the relevant Loan
Trustee of such consent (or direct the Subordination Agent to consent and notify
the relevant Loan Trustee of such consent) to any amendment, modification,
waiver or supplement under the relevant Indenture, Participation Agreement or
Lease, any relevant Equipment Note or any other related document, if an
Indenture Default under any Indenture shall have occurred and be continuing, or
if such amendment, modification, waiver or supplement will not materially
adversely affect the interests of the Certificateholders. (Section 10.01)
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<PAGE> 43
OBLIGATION TO PURCHASE EQUIPMENT NOTES
The Trustees will be obligated to purchase the Equipment Notes issued with
respect to the Aircraft during the Delivery Period, subject to the terms and
conditions of a note purchase agreement (the "Note Purchase Agreement"). Under
the Note Purchase Agreement, Continental agrees to finance each Aircraft in the
manner provided therein. Continental will have the option of entering into a
leveraged lease financing or a secured debt financing with respect to each
Aircraft.
- If Continental chooses to enter into a leveraged lease financing with
respect to an Aircraft (such Aircraft, a "Leased Aircraft"), the Note
Purchase Agreement provides for the relevant parties to enter into a
participation agreement (each, a "Participation Agreement"), a Lease and
an indenture (each, a "Leased Aircraft Indenture") relating to the
financing of such Leased Aircraft.
- If Continental chooses to enter into a secured debt financing with
respect to an Aircraft (such Aircraft, an "Owned Aircraft"), the Note
Purchase Agreement provides for the relevant parties to enter into a
participation agreement (each, a "Participation Agreement") and an
indenture (each, an "Owned Aircraft Indenture", and together with the
other Owned Aircraft Indentures and the Leased Aircraft Indentures, the
"Indentures") relating to the financing of such Owned Aircraft.
The description of such financing agreements in this Prospectus Supplement
is based on the forms of such agreements attached to the Note Purchase
Agreement. However, the terms of the financing agreements actually entered into
may differ from the forms of such agreements and, consequently, may differ from
the description of such agreements contained in this Prospectus Supplement. See
"Description of the Equipment Notes". Although such changes are permitted, under
the Note Purchase Agreement, the terms of such agreements are required (a)
except in the case of a Special Structure, to contain the Mandatory Document
Terms and (b) not to vary the Mandatory Economic Terms. In addition, Continental
is obligated to certify to the Trustees that any such modifications (a) do not
materially and adversely affect the Certificateholders and (b) in the case of
any Special Structure, do not expose the Certificateholders to any material
additional risks beyond those to which such persons would have been exposed
absent such Special Structure. Continental must also obtain written confirmation
from each Rating Agency that the use of financing agreements modified in any
material respect from the forms attached to the Note Purchase Agreement will not
result in a withdrawal, suspension or downgrading of the rating of any Class of
Certificates. Further, under the Note Purchase Agreement, it is a condition
precedent to the obligation of each Trustee to purchase the Equipment Notes
related to the financing of an Aircraft that no Triggering Event shall have
occurred. The Trustees will have no right or obligation to purchase Equipment
Notes after the Delivery Period Termination Date.
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<PAGE> 44
The "Mandatory Economic Terms", as defined in the Note Purchase Agreement,
require, among other things, that:
- The aggregate principal amount of all the Equipment Notes issued with
respect to an Aircraft shall not exceed the amounts set forth in the
following table:
<TABLE>
<CAPTION>
MAXIMUM
PRINCIPAL
MANUFACTURER'S AMOUNT OF
SERIAL EQUIPMENT
AIRCRAFT TYPE NUMBER NOTES
------------- -------------- ----------
<S> <C> <C>
Boeing 737-724........................ 28945 $23,290,950
Boeing 737-724........................ 28948 23,336,100
Boeing 737-724........................ 28800 23,381,250
Boeing 737-724........................ 28803 23,381,250
Boeing 737-824........................ 28801 28,844,400
Boeing 737-824........................ 28804 28,902,450
Boeing 737-824........................ 28951 28,902,450
Boeing 737-824........................ 28953 28,902,450
Boeing 737-824........................ 28952 28,902,450
Boeing 737-824........................ 28805 28,902,450
Boeing 737-824........................ 28806 28,902,450
Boeing 737-824........................ 28954 28,960,500
Boeing 737-824........................ 28955 28,960,500
Boeing 737-824........................ 28956 28,960,500
Boeing 737-824........................ 28807 29,018,550
Boeing 737-824........................ 28808 29,018,550
Boeing 737-824........................ 28809 29,018,550
Boeing 737-824........................ 28957 29,018,550
Boeing 737-824........................ 28958 29,018,550
Boeing 757-224........................ 30229 38,364,600
Boeing 757-224........................ 30351 38,442,000
Boeing 777-224........................ 29860 85,585,050
Boeing 777-224........................ 29861 85,759,200
Boeing 777-224........................ 29862 85,926,900
</TABLE>
- The initial LTV with respect to an Aircraft (with the value of any
Aircraft for these purposes equal to the value (the "Assumed Appraised
Value") for such Aircraft set forth under "Description of the Aircraft
and the Appraisals -- The Appraisals" in the column "Appraised Value"),
shall not exceed the percentages set forth in the following table:
<TABLE>
<CAPTION>
SERIES A-1 SERIES A-2 SERIES B SERIES C-1 SERIES C-2
EQUIPMENT EQUIPMENT EQUIPMENT EQUIPMENT EQUIPMENT
AIRCRAFT TYPE NOTES NOTES NOTES NOTES NOTES
------------- ---------- ---------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Boeing 737-724........................ 40.42% 40.42% 49.82% 60.63% 60.63%
Boeing 737-824........................ 40.84 40.84 50.34 61.27 61.27
Boeing 757-224........................ 43.00 43.00 53.00 64.50 64.50
Boeing 777-224........................ 42.82 42.82 52.78 64.23 64.23
</TABLE>
- The LTV for each series of Equipment Notes issued in respect of each
Aircraft (computed as of the date of the issuance thereof on the basis of
the Assumed Appraised Value of such Aircraft and the Depreciation
Assumption) shall not exceed as of any Regular Distribution Date
thereafter (assuming no default in the payment of the Equipment Notes and
after giving effect to scheduled payments) the LTV for such series of
Equipment Notes set forth in the table directly above.
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<PAGE> 45
- As of the Delivery Period Termination Date and each Regular Distribution
Date thereafter, the LTV for each Class of Certificates (computed as of
any such date on the basis of the Assumed Appraised Value of all Aircraft
that have been delivered and the Depreciation Assumption) will not exceed
(assuming no default in the payment of the Equipment Notes and after
giving effect to scheduled payments) the percentages set forth in the
following table:
<TABLE>
<CAPTION>
CLASS A-1 CLASS A-2 CLASS B CLASS C-1 CLASS C-2
CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
40.53% 40.53% 50.18% 61.76% 61.76%
</TABLE>
- The initial average life of the Series A-1, B and C-1 Equipment Notes for
any Aircraft shall not extend beyond 15.0 years, 14.0 years and 8.0
years, respectively, from the Issuance Date.
- As of the Delivery Period Termination Date, the average life of the Class
A-1 Certificates, the Class B Certificates and the Class C-1 Certificates
shall not be more than 12.4 years, 10.9 years and 7.0 years,
respectively, from the Issuance Date (computed without regard to the
acceleration of any Equipment Notes and after giving effect to any
special distribution on the Certificates thereafter required in respect
of unused Deposits).
- The final expected distribution date of each Class of Certificates shall
be as set forth on the cover page of this Prospectus Supplement.
- The final maturity date of the Series A-2 Equipment Notes shall be
September 15, 2009 and of the Series C-2 Equipment Notes shall be
September 15, 2004, and there shall be no scheduled amortization of such
Equipment Notes.
- The original aggregate principal amount of all of the Equipment Notes of
each Series shall not exceed the original aggregate face amount of the
Certificates issued by the corresponding Trust.
- As of the Delivery Period Termination Date (assuming Equipment Notes are
acquired by the Trusts for all of the Aircraft), (a) the aggregate
principal amount of the Series A-2 Equipment Notes shall equal the
original face amount of the Class A-2 Certificates and (b) the aggregate
principal amount of the Series C-2 Equipment Notes shall equal the
original face amount of the Class C-2 Certificates.
- The interest rate applicable to each Series of Equipment Notes must be
equal to the rate applicable to the Certificates issued by the
corresponding Trust.
- The payment dates for the Equipment Notes and basic rent under the Leases
must be March 15 and September 15.
- Basic rent, stipulated loss values and termination values under the
Leases must be sufficient to pay amounts due with respect to the related
Equipment Notes.
- The amounts payable under the all-risk aircraft hull insurance maintained
with respect to each Aircraft must be sufficient to pay the applicable
stipulated loss value, subject to certain rights of self-insurance.
- (a) The past due rate in the Indentures and the Leases, (b) the
Make-Whole Premium payable under the Indentures, (c) the provisions
relating to the redemption and purchase of Equipment Notes in the
Indentures, (d) the minimum liability insurance amount on Aircraft in the
Leases, (e) the interest rate payable with respect to stipulated loss
value in the Leases, and (f) the indemnification of the Loan Trustees,
Subordination Agent, Liquidity Provider, Trustees, Escrow Agents and
registered holders of the Equipment Notes (in such capacity, the "Note
Holders") with respect to certain taxes and expenses, in each case shall
be provided as set forth in the forms of Participation Agreements, Lease
and Indentures attached as exhibits to the Note Purchase Agreement
(collectively, the "Aircraft Operative Agreements").
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<PAGE> 46
The "Mandatory Document Terms" prohibit modifications in any material
adverse respect to certain specified provisions of the Aircraft Operative
Agreements contemplated by the Note Purchase Agreement, as follows:
- In the case of the Indentures, modifications are prohibited (i) to the
Granting Clause of the Indentures so as to deprive the Note Holders of a
first priority security interest in the Aircraft, certain of
Continental's rights under its purchase agreement with the Aircraft
manufacturer and, in the case of a Leased Aircraft, the Lease or to
eliminate the obligations intended to be secured thereby, (ii) to certain
provisions relating to the issuance, redemption, purchase, payments, and
ranking of the Equipment Notes (including the obligation to pay the
Make-Whole Premium in certain circumstances), (iii) to certain provisions
regarding Indenture Defaults, remedies relating thereto and rights of the
Owner Trustee and Owner Participant in such circumstances, (iv) to
certain provisions relating to any replaced airframe or engines with
respect to an Aircraft and (v) to the provision that New York law will
govern the Indentures.
- In the case of the Lease, modifications are prohibited to certain
provisions regarding the obligation of Continental (i) to pay basic rent,
stipulated loss value and termination value to the Leased Aircraft
Trustee, (ii) to record the Leased Aircraft Indenture with the Federal
Aviation Administration and to maintain such Indenture as a
first-priority perfected mortgage on the related Aircraft, (iii) to
furnish certain opinions with respect to a replacement airframe and (iv)
to consent to the assignment of the Lease by the Owner Trustee as
collateral under the Leased Aircraft Indenture, as well as modifications
which would either alter the provision that New York law will govern the
Lease or would deprive the Loan Trustee of rights expressly granted to it
under the Leases.
- In the case of the Participation Agreement, modifications are prohibited
(i) to certain conditions to the obligations of the Trustees to purchase
the Equipment Notes issued with respect to an Aircraft involving good
title to such Aircraft, obtaining a certificate of airworthiness with
respect to such Aircraft, entitlement to the benefits of Section 1110
with respect to such Aircraft and filings of certain documents with the
Federal Aviation Administration, (ii) to the provisions restricting the
Note Holder's ability to transfer such Equipment Notes, (iii) to certain
provisions requiring the delivery of legal opinions and (iv) to the
provision that New York law will govern the Participation Agreement.
- In the case of all of the Aircraft Operative Agreements, modifications
are prohibited in any material adverse respect as regards the interest of
the Note Holders, the Subordination Agent, the Liquidity Provider or the
Loan Trustee in the definition of "Make-Whole Premium". Notwithstanding
the foregoing, any such Mandatory Document Term may be modified to
correct or supplement any such provision which may be defective or to
cure any ambiguity or correct any mistake, provided that any such action
shall not materially adversely affect the interests of the Note Holders,
the Subordination Agent, the Liquidity Provider, the Mortgagee or the
Certificateholders.
POSSIBLE ISSUANCE OF CLASS D CERTIFICATES
Continental may elect to issue Series D Equipment Notes in connection with
the financing of Aircraft, which will be funded from sources other than this
offering (the "Offering"). Continental may elect to fund the sale of the Series
D Equipment Notes through the sale of Pass Through Certificates (the "Class D
Certificates") issued by a Class D Continental Airlines 1999-2 Pass Through
Trust (the "Class D Trust"). Continental will not issue any Series D Equipment
Notes at any time prior to the consummation of this Offering. The Note Purchase
Agreement provides that Continental's ability to issue any Series D Equipment
Notes is contingent upon its obtaining written confirmation from each Rating
Agency that the issuance of such Series D Equipment Notes will not result in a
withdrawal or downgrading of the rating of any Class of Certificates. If the
Class D Certificates are issued, the Trustee with respect to such Certificates
will become a party to the Intercreditor Agreement. If Series D Equipment Notes
are issued to other than the Class D Trust, such Series D Equipment Notes will
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<PAGE> 47
nevertheless be subject to provisions of the Intercreditor Agreement that allow
the Controlling Party, during the continuance of an Indenture Default, to direct
the Loan Trustee in taking action under the applicable Indenture. See
"Description of the Intercreditor Agreement".
LIQUIDATION OF ORIGINAL TRUSTS
On the earlier of (i) the first Business Day after March 31, 2000 or, if
later, the fifth Business Day after the Delivery Period Termination Date and
(ii) the fifth Business Day after the occurrence of a Triggering Event (such
Business Day, the "Transfer Date"), each of the Trusts established on the
Issuance Date (the "Original Trusts") will transfer and assign all of its assets
and rights to a newly created successor trust (each, a "Successor Trust") with
substantially identical terms, except that (i) the Successor Trusts will not
have the right to purchase new Equipment Notes and (ii) Delaware law will govern
the Original Trusts and New York law will govern the Successor Trusts. The
institution acting as Trustee of each of the Original Trusts (each, an "Original
Trustee") will also act as Trustee of the corresponding Successor Trust (each, a
"New Trustee"). Each New Trustee will assume the obligations of the related
Original Trustee under each transaction document to which such Original Trustee
was a party. Upon the effectiveness of such transfer, assignment and assumption,
each of the Original Trusts will be liquidated and each of the Certificates will
represent the same percentage interest in the Successor Trust as it represented
in the Original Trust immediately prior to such transfer, assignment and
assumption. Unless the context otherwise requires, all references in this
Prospectus Supplement to the Trusts, the Trustees, the Pass Through Trust
Agreements and similar terms shall apply to the Original Trusts until the
effectiveness of such transfer, assignment and assumption, and thereafter shall
be applicable with respect to the Successor Trusts. If for any reason such
transfer, assignment and assumption cannot be effected to any Successor Trust,
the related Original Trust will continue in existence until it is effected. The
Original Trusts may be treated as partnerships for U.S. federal income tax
purposes. The Successor Trusts will, in the opinion of Tax Counsel, be treated
as grantor trusts. See "Certain U.S. Federal Income Tax Consequences".
TERMINATION OF THE TRUSTS
The obligations of Continental and the applicable Trustee with respect to a
Trust will terminate upon the distribution to Certificateholders of such Trust
of all amounts required to be distributed to them pursuant to the applicable
Pass Through Trust Agreement and the disposition of all property held in such
Trust. The applicable Trustee will send to each Certificateholder of such Trust
notice of the termination of such Trust, the amount of the proposed final
payment and the proposed date for the distribution of such final payment for
such Trust. The final distribution to any Certificateholder of such Trust will
be made only upon surrender of such Certificateholder's Certificates at the
office or agency of the applicable Trustee specified in such notice of
termination. (Trust Supplements, Section 7.01)
THE TRUSTEES
The Trustee for each Trust will be Wilmington Trust Company. The Trustees'
address is Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19890-0001, Attention: Corporate Trust
Administration.
BOOK-ENTRY; DELIVERY AND FORM
Upon issuance, each Class of Certificates will be represented by one or
more fully registered global certificates. Each global certificate will be
deposited with, or on behalf of, The Depository Trust Company ("DTC") and
registered in the name of Cede & Co. ("Cede"), the nominee of DTC. DTC was
created to hold securities for its participants ("DTC Participants") and
facilitate the clearance and settlement of securities transactions between DTC
Participants through electronic book-entry changes in accounts of the DTC
Participants, thereby eliminating the need for physical movement of
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies and clearing corporations and certain other organizations.
Indirect access to the DTC system is available to others such as banks, brokers,
dealers and
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<PAGE> 48
trust companies that clear through or maintain a custodial relationship with a
participant, either directly or indirectly. Interests in a global certificate
may also be held through the Euroclear System and Cedelbank. See "Description of
the Certificates -- Book-Entry Registration" in the Prospectus for a discussion
of the book-entry procedures applicable to the Certificates and the limited
circumstances under which definitive certificates may be issued for the
Certificates.
So long as such book-entry procedures are applicable, no person acquiring
an interest in such Certificates ("Certificate Owner") will be entitled to
receive a certificate representing such person's interest in such Certificates.
Unless and until definitive certificates are issued under the limited
circumstances described in the Prospectus, all references to actions by
Certificateholders shall refer to actions taken by DTC upon instructions from
DTC Participants, and all references herein to distributions, notices, reports
and statements to Certificateholders shall refer, as the case may be, to
distributions, notices, reports and statements to DTC or Cede, as the registered
holder of such Certificates, or to DTC Participants for distribution to
Certificate Owners in accordance with DTC procedures.
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<PAGE> 49
DESCRIPTION OF THE DEPOSIT AGREEMENTS
The following summary describes all material terms of the Deposit
Agreements. The summary does not purport to be complete and is qualified in its
entirety by reference to all of the provisions of the Deposit Agreements, each
of which will be filed as an exhibit to a Current Report on Form 8-K to be filed
by Continental with the Commission. The provisions of the Deposit Agreements are
substantially identical except as otherwise indicated.
GENERAL
Under the Escrow Agreements, the Escrow Agent with respect to each Trust
will enter into a separate Deposit Agreement with the Depositary. Pursuant to
the Escrow Agreements, the Depositary will establish separate accounts into
which the proceeds of the Offering attributable to Certificates of the
applicable Trust will be deposited (each, a "Deposit") on behalf of such Escrow
Agent. Pursuant to the Deposit Agreement with respect to each Trust (each, a
"Deposit Agreement"), on each Regular Distribution Date the Depositary will pay
to the Paying Agent on behalf of the applicable Escrow Agent, for distribution
to the Certificateholders of such Trust, an amount equal to interest accrued on
the Deposits relating to such Trust during the relevant interest period at a
rate per annum equal to the interest rate applicable to the Certificates issued
by such Trust. Upon each delivery of an Aircraft during the Delivery Period, the
Trustee for each Trust will request the Escrow Agent relating to such Trust to
withdraw from the Deposits relating to such Trust funds sufficient to enable the
Trustee of such Trust to purchase the Equipment Note of the series applicable to
such Trust issued with respect to such Aircraft. Accrued but unpaid interest on
all such Deposits withdrawn will be paid on the next Regular Distribution Date.
Any portion of any Deposit withdrawn which is not used to purchase such
Equipment Note will be re-deposited by each Trustee into an account relating to
the applicable Trust. The Deposits relating to each Trust and interest paid
thereon will not be subject to the subordination provisions of the Intercreditor
Agreement and will not be available to pay any other amount in respect of the
Certificates.
UNUSED DEPOSITS
The Trustees' obligations to purchase the Equipment Notes issued with
respect to each Aircraft are subject to satisfaction of certain conditions at
the time of delivery, as set forth in the Note Purchase Agreement. See
"Description of the Certificates -- Obligation to Purchase Equipment Notes".
Since the Aircraft are scheduled for delivery from time to time during the
Delivery Period, no assurance can be given that all such conditions will be
satisfied at the time of delivery for each Aircraft. Moreover, since the
Aircraft will be newly manufactured, their delivery as scheduled is subject to
delays in the manufacturing process and to the Aircraft manufacturer's right to
postpone deliveries under its agreement with Continental. See "Description of
the Aircraft and Appraisals -- Deliveries of Aircraft". Depending on the
circumstances of the financing of each Aircraft, the maximum aggregate principal
amount of Equipment Notes may not be issued. In addition, Continental's
obligations under its predelivery deposit credit facility are secured by
Continental's purchase agreement with Boeing relating to the Boeing 737-724,
737-824, 757-224 and 777-224 Aircraft. Accordingly, if Continental should breach
its obligations secured thereby, the secured parties could exercise remedies and
prevent delivery of Aircraft to Continental.
If any funds remain as Deposits with respect to any Trust at the end of the
Delivery Period or, if earlier, upon the acquisition by the Trusts of the
Equipment Notes with respect to all of the Aircraft (the "Delivery Period
Termination Date"), such funds will be withdrawn by the Escrow Agent and
distributed, with accrued and unpaid interest thereon but without premium, to
the Certificateholders of such Trust after at least 15 days' prior written
notice. Since the maximum principal amount of Equipment Notes may not be issued
with respect to an Aircraft and, in any such case, the Series C-1 Equipment
Notes are more likely not to be issued in the maximum principal amount as
compared to the other Equipment Notes, it is more likely that a distribution of
unused Deposits will be made with respect to the Class C-1 Certificates as
compared to the other Certificates.
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<PAGE> 50
DISTRIBUTION UPON OCCURRENCE OF TRIGGERING EVENT
If a Triggering Event shall occur prior to the Delivery Period Termination
Date, the Escrow Agent for each Trust will withdraw any funds then held as
Deposits with respect to such Trust and cause such funds, with accrued and
unpaid interest thereon but without any premium, to be distributed to the
Certificateholders of such Trust by the Paying Agent on behalf of the Escrow
Agent, after at least 15 days' prior written notice. Accordingly, if a
Triggering Event occurs prior to the Delivery Period Termination Date, the
Trusts will not acquire Equipment Notes issued with respect to Aircraft
delivered after the occurrence of such Triggering Event.
DEPOSITARY
Westdeutsche Landesbank Girozentrale, New York branch, will act as
Depositary (the "Depositary"). Westdeutsche Landesbank Girozentrale ("WestLB"),
a German universal bank, provides commercial and investment banking services
regionally, nationally and internationally to public, corporate and bank
customers. WestLB is the largest of the German state banks.
WestLB operates its New York branch (the "Branch") pursuant to a license
granted by the Superintendent of Banks of the State of New York in 1975. It is
also subject to review and supervision by the Federal Reserve Bank. The Branch
offers a range of financial products and advisory services.
WestLB has short-term unsecured debt ratings of P-1 from Moody's Investors
Service, Inc. ("Moody's") and A-1+ from Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. ("Standard & Poor's", and together
with Moody's, the "Rating Agencies").
WestLB's registered head office is located at Herzogstrasse 15, 40217
Dusseldorf, Germany, and its telephone number is 011-49-211-826-01. The Branch
is located at 1211 Avenue of the Americas, New York, N.Y. 10036, and its
telephone number is 212-852-6000. A copy of WestLB's latest Annual Report may be
obtained from the Branch by delivery of a written request to the attention of
the Branch Management.
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<PAGE> 51
DESCRIPTION OF THE ESCROW AGREEMENTS
The following summary describes all material terms of the escrow and paying
agent agreements (the "Escrow Agreements"). The summary does not purport to be
complete and is qualified in its entirety by reference to all of the provisions
of the Escrow Agreements, each of which will be filed as an exhibit to a Current
Report on Form 8-K to be filed by Continental with the Commission. The
provisions of the Escrow Agreements are substantially identical except as
otherwise indicated.
First Security Bank, N.A., as escrow agent in respect of each Trust (the
"Escrow Agent"), Wilmington Trust Company, as paying agent on behalf of the
Escrow Agent in respect of each Trust (the "Paying Agent"), each Trustee and the
Underwriters will enter into a separate Escrow Agreement for the benefit of the
Certificateholders of each Trust as holders of the Escrow Receipts affixed
thereto (in such capacity, a "Receiptholder"). The cash proceeds of the offering
of Certificates of each Trust will be deposited on behalf of the Escrow Agent
(for the benefit of Receiptholders) with the Depositary as Deposits relating to
such Trust. Each Escrow Agent shall permit the Trustee of the related Trust to
cause funds to be withdrawn from such Deposits on or prior to the Delivery
Period Termination Date to such Trustee to purchase the related Equipment Notes
pursuant to the Note Purchase Agreement. In addition, the Escrow Agent shall
direct the Depositary to pay interest on the Deposits accrued in accordance with
the Deposit Agreement to the Paying Agent for distribution to the
Receiptholders.
Each Escrow Agreement requires that the Paying Agent establish and
maintain, for the benefit of the related Receiptholders, one or more Paying
Agent Account(s), which shall be non-interest-bearing. The Paying Agent shall
deposit interest on Deposits and any unused Deposits withdrawn by the Escrow
Agent in the related Paying Agent Account. The Paying Agent shall distribute
these amounts on a Regular Distribution Date or Special Distribution Date, as
appropriate.
Upon receipt by the Depositary of the cash proceeds from this Offering, the
Escrow Agent will issue one or more escrow receipts ("Escrow Receipts") which
will be affixed by the relevant Trustee to each Certificate. Each Escrow Receipt
evidences a fractional undivided interest in amounts from time to time deposited
into the Paying Agent Account and is limited in recourse to amounts deposited
into such account. An Escrow Receipt may not be assigned or transferred except
in connection with the assignment or transfer of the Certificate to which it is
affixed. Each Escrow Receipt will be registered by the Escrow Agent in the same
name and manner as the Certificate to which it is affixed.
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<PAGE> 52
DESCRIPTION OF THE LIQUIDITY FACILITIES
The following summary describes all material terms of the Liquidity
Facilities and certain provisions of the Intercreditor Agreement relating to the
Liquidity Facilities. The summary supplements (and, to the extent inconsistent
therewith, replaces) the description of the general terms and provisions
relating to the Liquidity Facilities and the Intercreditor Agreement set forth
in the Prospectus. The summary does not purport to be complete and is qualified
in its entirety by reference to all of the provisions of the Liquidity
Facilities and the Intercreditor Agreement, each of which will be filed as an
exhibit to a Current Report on Form 8-K to be filed by Continental with the
Commission. The provisions of the Liquidity Facilities are substantially
identical except as otherwise indicated.
GENERAL
The Liquidity Provider will enter into a separate revolving credit
agreement (each, a "Liquidity Facility") with the Subordination Agent with
respect to each Trust. Under each Liquidity Facility, the Liquidity Provider
will, if necessary, make one or more advances ("Interest Drawings") to the
Subordination Agent in an aggregate amount (the "Required Amount") sufficient to
pay interest on the related Certificates on up to three consecutive semiannual
Regular Distribution Dates at the respective interest rates shown on the cover
page of this Prospectus Supplement for such Certificates (the "Stated Interest
Rates"). If interest payment defaults occur which exceed the amount covered by
or available under the Liquidity Facility for any Trust, the Certificateholders
of such Trust will bear their allocable share of the deficiencies to the extent
that there are no other sources of funds. The initial liquidity provider with
respect to each Trust may be replaced by one or more other entities with respect
to any of such Trusts under certain circumstances.
DRAWINGS
The aggregate amount available under the Liquidity Facility for each Trust
at March 15, 2000, the first Regular Distribution Date after the scheduled
Delivery Period Termination Date, assuming that Equipment Notes in the maximum
principal amount with respect to all Aircraft are acquired by the Trusts and
that all interest and principal due on or prior to March 15, 2000, is paid, will
be as follows:
<TABLE>
<CAPTION>
TRUST AVAILABLE AMOUNT
----- ----------------
<S> <C>
Class A-1................................................. $
Class A-2.................................................
Class B...................................................
Class C-1.................................................
Class C-2.................................................
</TABLE>
Except as otherwise provided below, the Liquidity Facility for each Trust
will enable the Subordination Agent to make Interest Drawings thereunder
promptly on or after any Regular Distribution Date to pay interest then due and
payable on the Certificates of such Trust at the Stated Interest Rate for such
Trust to the extent that the amount, if any, available to the Subordination
Agent on such Regular Distribution Date is not sufficient to pay such interest;
provided, however, that the maximum amount available to be drawn under the
Liquidity Facility with respect to any Trust on any Regular Distribution Date to
fund any shortfall of interest on Certificates of such Trust will not exceed the
then Maximum Available Commitment under such Liquidity Facility. The "Maximum
Available Commitment" at any time under each Liquidity Facility is an amount
equal to the then Required Amount of such Liquidity Facility less the aggregate
amount of each Interest Drawing outstanding under such Liquidity Facility at
such time, provided that following a Downgrade Drawing, a Final Drawing or a
Non-Extension Drawing under a Liquidity Facility, the Maximum Available
Commitment under such Liquidity Facility shall be zero.
The Liquidity Facility for any Class of Certificates does not provide for
drawings thereunder to pay for principal of or premium on the Certificates of
such Class or any interest on the Certificates of such
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<PAGE> 53
Class in excess of the Stated Interest Rate for such Class or more than three
semiannual installments of interest thereon or principal of or interest or
premium on the Certificates of any other Class. (Liquidity Facilities, Section
2.02; Intercreditor Agreement, Section 3.6) In addition, the Liquidity Facility
with respect to each Trust does not provide for drawings thereunder to pay any
amounts payable with respect to the Deposits relating to such Trust.
Each payment by the Liquidity Provider reduces by the same amount the
Maximum Available Commitment under the related Liquidity Facility, subject to
reinstatement as hereinafter described. With respect to any Interest Drawings,
upon reimbursement of the Liquidity Provider in full for the amount of such
Interest Drawings plus interest thereon, the Maximum Available Commitment under
such Liquidity Facility in respect of interest on the Certificates of such Trust
will be reinstated to an amount not to exceed the then Required Amount of the
related Liquidity Facility. However, such Liquidity Facility will not be so
reinstated at any time if (i) a Liquidity Event of Default shall have occurred
and be continuing and (ii) less than 65% of the then aggregate outstanding
principal amount of all Equipment Notes are Performing Equipment Notes. With
respect to any other drawings under such Liquidity Facility, amounts available
to be drawn thereunder are not subject to reinstatement. The Required Amount of
the Liquidity Facility for any Trust will be automatically reduced from time to
time to an amount equal to the next three successive interest payments due on
the Certificates of such Trust (without regard to expected future payment of
principal of such Certificates) at the Stated Interest Rate for such Trust.
(Liquidity Facilities, Section 2.04(a); Intercreditor Agreement, Section 3.6(j))
"Performing Equipment Note" means an Equipment Note with respect to which
no payment default has occurred and is continuing (without giving effect to any
acceleration); provided that in the event of a bankruptcy proceeding involving
Continental under the U.S. Bankruptcy Code, (a) any payment default existing
during the 60-day period under Section 1110(a)(1)(A) of the U.S. Bankruptcy Code
(or such longer period as may apply under Section 1110(b) of the U.S. Bankruptcy
Code) (the "Section 1110 Period") shall not be taken into consideration, unless
during the Section 1110 Period the trustee in such proceeding or Continental
refuses to assume or agree to perform its obligations under the Lease related to
such Equipment Note (in the case of a Leased Aircraft) or under the Owned
Aircraft Indenture related to such Equipment Note (in the case of an Owned
Aircraft), and (b) any payment default occurring after the date of the order of
relief in such proceeding shall not be taken into consideration if such payment
default is cured under Section 1110(a)(1)(B) of the U.S. Bankruptcy Code before
the later of 30 days after the date of such default or the expiration of the
Section 1110 Period.
If at any time the short-term unsecured debt rating of the Liquidity
Provider then issued by either Rating Agency is lower than the Threshold Rating
for any Class, then the Liquidity Facility for such Class may be replaced by a
Replacement Facility. In the event that such Liquidity Facility is not replaced
with a Replacement Facility within ten days after notice of the downgrading and
as otherwise provided in the Intercreditor Agreement, such Liquidity Facility
will be drawn in full up to the then Maximum Available Commitment under such
Liquidity Facility (the "Downgrade Drawing") and the proceeds will be deposited
into a cash collateral account (the "Cash Collateral Account") for such Class of
Certificates and used for the same purposes and under the same circumstances and
subject to the same conditions as cash payments of Interest Drawings under such
Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(c);
Intercreditor Agreement, Section 3.6(c))
A "Replacement Facility" for any Liquidity Facility will mean an
irrevocable liquidity facility (or liquidity facilities) in substantially the
form of the replaced Liquidity Facility, including reinstatement provisions, or
in such other form (which may include a letter of credit) as shall permit the
Rating Agencies to confirm in writing their respective ratings then in effect
for the Certificates (before downgrading of such ratings, if any, as a result of
the downgrading of the Liquidity Provider), in a face amount (or in an aggregate
face amount) equal to the amount of interest payable on the Certificates of such
Trust (at the Stated Interest Rate for such Trust, and without regard to
expected future principal payments) on the three Regular Distribution Dates
following the date of replacement of such Liquidity Facility and issued by a
person (or persons) having unsecured short-term debt ratings issued by both
Rating Agencies which are equal to or higher than the Threshold Rating for the
relevant Class.
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<PAGE> 54
(Intercreditor Agreement, Section 1.1) The provider of any Replacement Facility
will have the same rights (including, without limitation, priority distribution
rights and rights as "Controlling Party") under the Intercreditor Agreement as
the initial Liquidity Provider.
"Threshold Rating" means the short-term unsecured debt rating of P-1 by
Moody's and A-1+ by Standard & Poor's, in the case of the Class A-1 Liquidity
Facility, the Class A-2 Liquidity Facility and the Class B Liquidity Facility,
and the short-term unsecured debt rating of P-1 by Moody's and A-1 by Standard &
Poor's, in the case of the Class C-1 Liquidity Facility and the Class C-2
Liquidity Facility.
The Liquidity Facility for each Trust provides that the Liquidity
Provider's obligations thereunder will expire on the earliest of:
- 364 days after the initial issuance date of the Certificates (the
"Issuance Date") (counting from, and including, the Issuance Date).
- The date on which the Subordination Agent delivers to such Liquidity
Provider a certification that all of the Certificates of such Trust have
been paid in full.
- The date on which the Subordination Agent delivers to such Liquidity
Provider a certification that a Replacement Facility has been substituted
for such Liquidity Facility.
- The fifth Business Day following receipt by the Subordination Agent of a
Termination Notice from such Liquidity Provider (see "-- Liquidity Events
of Default").
- The date on which no amount is or may (by reason of reinstatement) become
available for drawing under such Liquidity Facility.
Each Liquidity Facility provides that it may be extended for additional
364-day periods by mutual agreement of the relevant Liquidity Provider and the
Subordination Agent.
The Intercreditor Agreement will provide for the replacement of the
Liquidity Facility for any Trust if such Liquidity Facility is scheduled to
expire earlier than 15 days after the Final Maturity Date for the Certificates
of such Trust and such Liquidity Facility is not extended at least 25 days prior
to its then scheduled expiration date. If such Liquidity Facility is not so
extended or replaced by the 25th day prior to its then scheduled expiration
date, such Liquidity Facility will be drawn in full up to the then Maximum
Available Commitment under such Liquidity Facility (the "Non-Extension
Drawing"). The proceeds of the Non-Extension Drawing will be deposited in the
Cash Collateral Account for the related Class of Certificates as cash collateral
to be used for the same purposes and under the same circumstances, and subject
to the same conditions, as cash payments of Interest Drawings under such
Liquidity Facility would be used. (Liquidity Facilities, Section 2.02(b);
Intercreditor Agreement, Section 3.6(d))
Subject to certain limitations, Continental may, at its option, arrange for
a Replacement Facility at any time to replace the liquidity facility for any
Trust (including without limitation any Replacement Facility described in the
following sentence). In addition, if any liquidity provider shall determine not
to extend any liquidity facility, then such liquidity provider may, at its
option, arrange for a Replacement Facility to replace such liquidity facility
during the period no earlier than 40 days and no later than 25 days prior to the
then scheduled expiration date of such liquidity facility. If any Replacement
Facility is provided at any time after a Downgrade Drawing or a Non-Extension
Drawing under any Liquidity Facility, the funds with respect to such liquidity
facility on deposit in the Cash Collateral Account for such Trust will be
returned to the liquidity provider being replaced. (Intercreditor Agreement,
Section 3.6(e))
Upon receipt by the Subordination Agent of a Termination Notice with
respect to any Liquidity Facility from the relevant Liquidity Provider, the
Subordination Agent shall request a final drawing (a "Final Drawing") under such
Liquidity Facility in an amount equal to the then Maximum Available Commitment
thereunder. The Subordination Agent will hold the proceeds of the Final Drawing
in the Cash Collateral Account for the related Trust as cash collateral to be
used for the same purposes and under the same circumstances, and subject to the
same conditions, as cash payments of Interest Drawings
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under such Liquidity Facility would be used. (Liquidity Facilities, Section
2.02(d); Intercreditor Agreement, Section 3.6(i))
Drawings under any Liquidity Facility will be made by delivery by the
Subordination Agent of a certificate in the form required by such Liquidity
Facility. Upon receipt of such a certificate, the relevant Liquidity Provider is
obligated to make payment of the drawing requested thereby in immediately
available funds. Upon payment by the relevant Liquidity Provider of the amount
specified in any drawing under any Liquidity Facility, such Liquidity Provider
will be fully discharged of its obligations under such Liquidity Facility with
respect to such drawing and will not thereafter be obligated to make any further
payments under such Liquidity Facility in respect of such drawing to the
Subordination Agent or any other person.
REIMBURSEMENT OF DRAWINGS
The Subordination Agent must reimburse amounts drawn under any Liquidity
Facility by reason of an Interest Drawing, Final Drawing, Downgrade Drawing or
Non-Extension Drawing and interest thereon, but only to the extent that the
Subordination Agent has funds available therefor.
INTEREST DRAWINGS AND FINAL DRAWINGS
Amounts drawn by reason of an Interest Drawing or Final Drawing will be
immediately due and payable, together with interest on the amount of such
drawing. From the date of the drawing to (but excluding) the third business day
following the Liquidity Provider's receipt of the notice of such Interest
Drawing, interest will accrue at the Base Rate plus 1.75% per annum. Thereafter,
interest will accrue at LIBOR for the applicable Interest Period plus 1.75% per
annum. In the case of the Final Drawing, however, the Subordination Agent may
convert the Final Drawing into a drawing bearing interest at the Base Rate plus
1.75% per annum on the last day of an Interest Period for such Drawing.
"Base Rate" means a fluctuating interest rate per annum in effect from time
to time, which rate per annum shall at all times be equal to (a) the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers, as published for such
day (or, if such day is not a business day, for the next preceding business day)
by the Federal Reserve Bank of New York, or if such rate is not so published for
any day that is a business day, the average of the quotations for such day for
such transactions received by the Liquidity Provider from three Federal funds
brokers of recognized standing selected by it, plus (b) one-quarter of one
percent (1/4 of 1%).
"LIBOR" means, with respect to any interest period, (i) the rate per annum
appearing on display page 3750 (British Bankers Association -- LIBOR) of the Dow
Jones Markets Service (or any successor or substitute therefor) at approximately
11:00 A.M. (London time) two business days before the first day of such interest
period, as the rate for dollar deposits with a maturity comparable to such
interest period, or (ii) if the rate calculated pursuant to clause (i) above is
not available, the average (rounded upwards, if necessary, to the next 1/16 of
1%) of the rates per annum at which deposits in dollars are offered for the
relevant interest period by three banks of recognized standing selected by the
Liquidity Provider in the London interbank market at approximately 11:00 A.M.
(London time) two business days before the first day of such interest period in
an amount approximately equal to the principal amount of the LIBOR Advance to
which such interest period is to apply and for a period comparable to such
interest period.
DOWNGRADE DRAWINGS AND NON-EXTENSION DRAWINGS
The amount drawn under any Liquidity Facility by reason of a Downgrade
Drawing or a Non-Extension Drawing will be treated as follows:
- Such amount will be released on any Distribution Date to the Liquidity
Provider to the extent that such amount exceeds the Required Amount.
- Any portion of such amount withdrawn from the Cash Collateral Account for
such Certificates to pay interest on such Certificates will be treated in
the same way as Interest Drawings.
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- The balance of such amount will be invested in certain specified eligible
investments.
Any Downgrade Drawing under any of the Liquidity Facilities, other than any
portion thereof applied to the payment of interest on the Certificates, will
bear interest (x) subject to clause (y) below, at a rate equal to LIBOR for the
applicable Interest Period plus a specified margin on the outstanding amount
from time to time of such Downgrade Drawing and (y) from and after the date, if
any, on which it is converted into a Final Drawing as described below under
"-- Liquidity Events of Default", at a rate equal to LIBOR for the applicable
Interest Period (or, as described in the first paragraph under "-- Interest
Drawings and Final Drawings", the Base Rate) plus 1.75% per annum.
Any Non-Extension Drawing under any of the Liquidity Facilities, other than
any portion thereof applied to the payment of interest on the Certificates, will
bear interest (x) subject to clause (y) below, in an amount equal to the
investment earnings on amounts deposited in the Cash Collateral Account
attributable to such Liquidity Facility plus a specified margin on the
outstanding amount from time to time of such Non-Extension Drawing and (y) from
and after the date, if any, on which it is converted into a Final Drawing as
described below under "-- Liquidity Events of Default", at a rate equal to LIBOR
for the applicable Interest Period (or, as described in the first paragraph
under "-- Interest Drawings and Final Drawings", the Base Rate) plus 1.75% per
annum.
LIQUIDITY EVENTS OF DEFAULT
Events of Default under each Liquidity Facility (each, a "Liquidity Event
of Default") will consist of:
- The acceleration of all the Equipment Notes (provided, that if such
acceleration occurs during the Delivery Period, the aggregate principal
amount thereof exceeds $300 million).
- Certain bankruptcy or similar events involving Continental. (Liquidity
Facilities, Section 1.01)
If (i) any Liquidity Event of Default under any Liquidity Facility has
occurred and is continuing and (ii) less than 65% of the aggregate outstanding
principal amount of all Equipment Notes are Performing Equipment Notes, the
Liquidity Provider may, in its discretion, give a notice of termination of such
Liquidity Facility (a "Termination Notice"). The Termination Notice will have
the following consequences:
- The related Liquidity Facility will expire on the fifth Business Day
after the date on which such Termination Notice is received by the
Subordination Agent.
- The Subordination Agent will promptly request, and the Liquidity Provider
will make, a Final Drawing thereunder in an amount equal to the then
Maximum Available Commitment thereunder.
- Any Drawing remaining unreimbursed as of the date of termination will be
automatically converted into a Final Drawing under such Liquidity
Facility.
- All amounts owing to the Liquidity Provider automatically will be
accelerated.
Notwithstanding the foregoing, the Subordination Agent will be obligated to
pay amounts owing to the Liquidity Provider only to the extent of funds
available therefor after giving effect to the payments in accordance with the
provisions set forth under "Description of the Intercreditor Agreement --
Priority of Distributions". (Liquidity Facilities, Section 6.01) Upon the
circumstances described below under "Description of the Intercreditor
Agreement -- Intercreditor Rights", a liquidity provider may become the
Controlling Party with respect to the exercise of remedies under the Indentures.
(Intercreditor Agreement, Section 2.6(c))
LIQUIDITY PROVIDER
The initial liquidity provider for each Trust will be Bayerische Landesbank
Girozentrale, a public law banking institution organized under the laws of the
Free State of Bavaria, Germany (the "Liquidity Provider"). Bayerische Landesbank
Girozentrale has short-term debt ratings of P-1 from Moody's and A-1+ from
Standard & Poor's.
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DESCRIPTION OF THE INTERCREDITOR AGREEMENT
The following summary describes all material provisions of the
Intercreditor Agreement (the "Intercreditor Agreement") among the Trustees, the
Liquidity Provider and Wilmington Trust Company, as subordination agent (the
"Subordination Agent"). The summary supplements (and, to the extent inconsistent
therewith, replaces) the description of the general terms and provisions
relating to the Intercreditor Agreement set forth in the Prospectus. The summary
does not purport to be complete and is qualified in its entirety by reference to
all of the provisions of the Intercreditor Agreement, which will be filed as an
exhibit to a Current Report on Form 8-K to be filed by Continental with the
Commission.
INTERCREDITOR RIGHTS
CONTROLLING PARTY
Each Loan Trustee will be directed in taking, or refraining from taking,
any action thereunder or with respect to the Equipment Notes issued under such
Indenture, by the holders of at least a majority of the outstanding principal
amount of the Equipment Notes issued under such Indenture, so long as no
Indenture Default (which, with respect to Leased Aircraft, has not been cured by
the applicable Owner Trustee or Owner Participant) shall have occurred and be
continuing thereunder. For so long as the Subordination Agent is the registered
holder of the Equipment Notes, the Subordination Agent will act with respect to
the preceding sentence in accordance with the directions of the Trustees for
whom the Equipment Notes issued under such Indenture are held as Trust Property,
to the extent constituting, in the aggregate, directions with respect to the
required principal amount of Equipment Notes.
After the occurrence and during the continuance of an Indenture Default
under such Indenture (which, with respect to Leased Aircraft, has not been cured
by the applicable Owner Trustee or Owner Participant), each Loan Trustee will be
directed in taking, or refraining from taking, any action thereunder or with
respect to the Equipment Notes issued under the related Indenture, including
acceleration of such Equipment Notes or foreclosing the lien on the related
Aircraft, by the Controlling Party, subject to the limitations described below.
See "Description of the Certificates -- Indenture Defaults and Certain Rights
Upon an Indenture Default" for a description of the rights of the
Certificateholders of each Trust to direct the respective Trustees.
The "Controlling Party" will be:
- The Class A-1 Trustee or Class A-2 Trustee, whichever represents the
Class with the larger principal amount of Certificates outstanding at the
time that the Indenture Default occurs.
- Upon payment of Final Distributions to the holders of such larger Class,
the other of the Class A-1 Trustee or Class A-2 Trustee.
- Upon payment of Final Distributions to the holders of Class A-1 and A-2
Certificates, the Class B Trustee.
- Upon payment of Final Distributions to the holders of Class B
Certificates, the Class C-1 Trustee or Class C-2 Trustee, whichever
represents the Class with the larger principal amount of Certificates
outstanding at such time.
- Upon payment of Final Distributions to the holders of such larger Class,
the other of the Class C-1 Trustee or Class C-2 Trustee.
- Under certain circumstances, and notwithstanding the foregoing, the
liquidity provider with the largest amount owed to it, as discussed in
the next paragraph.
At any time after 18 months from the earlier to occur of (x) the date on
which the entire available amount under any Liquidity Facility shall have been
drawn (for any reason other than a Downgrade Drawing or a Non-Extension Drawing)
and remain unreimbursed, (y) the date on which the entire amount of any
Downgrade Drawing or Non-Extension Drawing shall have been withdrawn from the
relevant Cash Collateral Account to pay interest on the relevant Class of
Certificates and remain
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unreimbursed and (z) the date on which all Equipment Notes shall have been
accelerated (provided that if such acceleration occurs prior to the Delivery
Period Termination Date, the aggregate principal amount thereof exceeds $300
million), the liquidity provider with the highest outstanding amount of
Liquidity Obligations shall have the right to become the Controlling Party with
respect to any Indenture.
For purposes of giving effect to the rights of the Controlling Party, the
Trustees (other than the Controlling Party) shall irrevocably agree, and the
Certificateholders (other than the Certificateholders represented by the
Controlling Party) will be deemed to agree by virtue of their purchase of
Certificates, that the Subordination Agent, as record holder of the Equipment
Notes, shall exercise its voting rights in respect of the Equipment Notes as
directed by the Controlling Party. (Intercreditor Agreement, Section 2.6) For a
description of certain limitations on the Controlling Party's rights to exercise
remedies, see "Description of the Equipment Notes -- Remedies".
"Final Distributions" means, with respect to the Certificates of any Trust
on any Distribution Date, the sum of (x) the aggregate amount of all accrued and
unpaid interest on such Certificates (excluding interest payable on the Deposits
relating to such Trust) and (y) the Pool Balance of such Certificates as of the
immediately preceding Distribution Date (less the amount of the Deposits for
such Class of Certificates as of such preceding Distribution Date other than any
portion of such Deposits thereafter used to acquire Equipment Notes pursuant to
the Note Purchase Agreement). For purposes of calculating Final Distributions
with respect to the Certificates of any Trust, any premium paid on the Equipment
Notes held in such Trust which has not been distributed to the
Certificateholders of such Trust (other than such premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
such Final Distributions.
SALE OF EQUIPMENT NOTES OR AIRCRAFT
Upon the occurrence and during the continuation of any Indenture Default
under any Indenture, the Controlling Party may accelerate and, subject to the
provisions of the immediately following sentence, sell all (but not less than
all) of the Equipment Notes issued under such Indenture to any person. So long
as any Certificates are outstanding, during nine months after the earlier of (x)
the acceleration of the Equipment Notes under any Indenture and (y) the
bankruptcy or insolvency of Continental, without the consent of each Trustee, no
Aircraft subject to the lien of such Indenture or such Equipment Notes may be
sold, if the net proceeds from such sale would be less than the Minimum Sale
Price for such Aircraft or such Equipment Notes. In addition, with respect to
any Leased Aircraft, the amount and payment dates of rentals payable by
Continental under the related Lease may not be adjusted during this nine-month
period, if, as a result of such adjustment, the discounted present value of all
such rentals would be less than 75% of the discounted present value of the
rentals payable by Continental under such Lease before giving effect to such
adjustment.
"Minimum Sale Price" means, with respect to any Aircraft or the Equipment
Notes issued in respect of such Aircraft, at any time, the lesser of (1) 75% of
the Appraised Current Market Value of such Aircraft and (2) the aggregate
outstanding principal amount of such Equipment Notes, plus accrued and unpaid
interest thereon. The Minimum Sale Price for such Aircraft and the discounted
present value of all rentals shall be determined using the weighted average
interest rate of the Equipment Notes outstanding under such Indenture as the
discount rate.
PRIORITY OF DISTRIBUTIONS
BEFORE A TRIGGERING EVENT
So long as no Triggering Event shall have occurred (whether or not
continuing), all payments in respect of the Equipment Notes and certain other
payments received on any Distribution Date will be
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promptly distributed by the Subordination Agent on such Distribution Date in the
following order of priority:
- To the Liquidity Provider to the extent required to pay the Liquidity
Expenses.
- To the Liquidity Provider to the extent required to pay interest accrued
on the Liquidity Obligations.
- To the Liquidity Provider to the extent required to pay or reimburse the
Liquidity Provider for certain Liquidity Obligations (other than amounts
payable pursuant to the two preceding clauses) and/or, if applicable, to
replenish each Cash Collateral Account up to the Required Amount.
- To the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Expected Distributions on the Class A-1 Certificates and the Class
A-2 Certificates. If available funds are insufficient to pay an Expected
Distribution to each such Class in full, available funds will be
distributed to each of the Class A-1 Trustee and Class A-2 Trustee in the
same proportion as such Trustee's proportionate share of the aggregate
amount of such Expected Distributions.
- To the Class B Trustee to the extent required to pay Expected
Distributions on the Class B Certificates.
- To the Class C-1 Trustee and the Class C-2 Trustee to the extent required
to pay Expected Distributions on the Class C-1 Certificates and the Class
C-2 Certificates. If available funds are insufficient to pay an Expected
Distribution to each such Class in full, available funds will be
distributed to each of the Class C-1 Trustee and Class C-2 Trustee in the
same proportion as such Trustee's proportionate share of the aggregate
amount of such Expected Distributions.
- If Class D Certificates have been issued, to the Class D Trustee to the
extent required to pay "Expected Distributions" (to be defined in a
manner equivalent to the definition below for other Classes of
Certificates) on the Class D Certificates.
- To the Subordination Agent and each Trustee for the payment of certain
fees and expenses.
"Liquidity Obligations" means the obligations to reimburse or to pay the
Liquidity Provider all principal, interest, fees and other amounts owing to it
under each Liquidity Facility or certain other agreements.
"Liquidity Expenses" means the Liquidity Obligations other than any
interest accrued thereon or the principal amount of any drawing under the
Liquidity Facilities.
"Expected Distributions" means, with respect to the Certificates of any
Trust on any Distribution Date (the "Current Distribution Date"), the sum of (1)
accrued and unpaid interest on such Certificates (excluding interest, if any,
payable with respect to the Deposits relating to such Trust) and (2) the
difference between:
(A) the Pool Balance of such Certificates as of the immediately
preceding Distribution Date (or, if the Current Distribution Date is the
first Distribution Date, the original aggregate face amount of the
Certificates of such Trust), and
(B) the Pool Balance of such Certificates as of the Current
Distribution Date calculated on the basis that (i) the principal of the
Equipment Notes held in such Trust has been paid when due (whether at
stated maturity, upon redemption, prepayment, purchase, acceleration or
otherwise) and such payments have been distributed to the holders of such
Certificates and (ii) the principal of any Equipment Notes formerly held in
such Trust that have been sold pursuant to the Intercreditor Agreement has
been paid in full and such payments have been distributed to the holders of
such Certificates, but without giving effect to any reduction in the Pool
Balance as a result of any distribution attributable to Deposits occurring
after the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, occurring after the
initial issuance of the Certificates of such Trust).
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For purposes of determining the priority of distributions on account of the
redemption, purchase or prepayment of all of the Equipment Notes issued pursuant
to an Indenture, clause (1) of the definition of Expected Distributions shall be
deemed to read as follows: "(1) accrued, due and unpaid interest on such
Certificates together with (without duplication) accrued and unpaid interest on
a portion of such Certificates equal to the outstanding principal amount of the
Equipment Notes held in such Trust and being redeemed, purchased or prepaid
(immediately prior to such redemption, purchase or prepayment), in each case
excluding interest, if any, payable with respect to the Deposits relating to
such Trust".
AFTER A TRIGGERING EVENT
Subject to the terms of the Intercreditor Agreement, upon the occurrence of
a Triggering Event and at all times thereafter, all funds received by the
Subordination Agent in respect of the Equipment Notes and certain other payments
will be promptly distributed by the Subordination Agent in the following order
of priority:
- To the Subordination Agent, any Trustee, any Certificateholder and the
Liquidity Provider to the extent required to pay certain out-of-pocket
costs and expenses actually incurred by the Subordination Agent or any
Trustee or to reimburse any Certificateholder or the Liquidity Provider
in respect of payments made to the Subordination Agent or any Trustee in
connection with the protection or realization of the value of the
Equipment Notes, any Trust Indenture Estate under (and as defined in any
Leased Aircraft Indenture) or Collateral under (and as defined in) any
Owned Aircraft Indenture (collectively, the "Administration Expenses").
- To the Liquidity Provider to the extent required to pay the Liquidity
Expenses.
- To the Liquidity Provider to the extent required to pay interest accrued
on the Liquidity Obligations.
- To the Liquidity Provider to the extent required to pay the outstanding
amount of all Liquidity Obligations and/or, if applicable, with respect
to any particular Liquidity Facility, unless (x) less than 65% of the
aggregate outstanding principal amount of all Equipment Notes are
Performing Equipment Notes and a Liquidity Event of Default shall have
occurred and is continuing under such Liquidity Facility or (y) a Final
Drawing shall have occurred under such Liquidity Facility, to replenish
the Cash Collateral Account with respect to such Liquidity Facility up to
the Required Amount for the related Class of Certificates (less the
amount of any repayments of Interest Drawings under such Liquidity
Facility while sub-clause (x) of this clause is applicable).
- To the Subordination Agent, any Trustee or any Certificateholder to the
extent required to pay certain fees, taxes, charges and other amounts
payable.
- To the Class A-1 Trustee and the Class A-2 Trustee to the extent required
to pay Adjusted Expected Distributions on the Class A-1 Certificates and
the Class A-2 Certificates. If available funds are insufficient to pay an
Adjusted Expected Distribution to each such Class in full, available
funds will be distributed to each of the Class A-1 Trustee and Class A-2
Trustee in the same proportion as such Trustee's proportionate share of
the aggregate amount of such Adjusted Expected Distributions.
- To the Class B Trustee to the extent required to pay Adjusted Expected
Distributions on the Class B Certificates.
- To the Class C-1 Trustee and the Class C-2 Trustee to the extent required
to pay Adjusted Expected Distributions on the Class C-1 Certificates and
the Class C-2 Certificates. If available funds are insufficient to pay an
Adjusted Expected Distribution to each such Class in full, available
funds will be distributed to each of the Class C-1 Trustee and Class C-2
Trustee in the same proportion as such holder's proportionate share of
the aggregate amount of such Adjusted Expected Distributions.
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- If Class D Certificates have been issued, to the Class D Trustee to the
extent required to pay "Adjusted Expected Distributions" (to be defined
in a manner equivalent to the definition below for other Classes of
Certificates) on the Class D Certificates.
"Adjusted Expected Distributions" means, with respect to the Certificates
of any Trust on any Current Distribution Date, the sum of (1) accrued and unpaid
interest on such Certificates (excluding interest, if any, payable with respect
to the Deposits relating to such Trust) and (2) the greater of:
(A) the difference between (x) the Pool Balance of such Certificates
as of the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, the original aggregate
face amount of the Certificates of such Trust) and (y) the Pool Balance of
such Certificates as of the Current Distribution Date calculated on the
basis that (i) the principal of the Equipment Notes other than Performing
Equipment Notes (the "Non-Performing Equipment Notes") held in such Trust
has been paid in full and such payments have been distributed to the
holders of such Certificates, (ii) the principal of the Performing
Equipment Notes held in such Trust has been paid when due (but without
giving effect to any acceleration of Performing Equipment Notes) and such
payments have been distributed to the holders of such Certificates and
(iii) the principal of any Equipment Notes formerly held in such Trust that
have been sold pursuant to the Intercreditor Agreement has been paid in
full and such payments have been distributed to the holders of such
Certificates, but without giving effect to any reduction in the Pool
Balance as a result of any distribution attributable to Deposits occurring
after the immediately preceding Distribution Date (or, if the Current
Distribution Date is the first Distribution Date, occurring after the
initial issuance of the Certificates of such Trust), and
(B) the amount of the excess, if any, of (i) the Pool Balance of such
Class of Certificates as of the immediately preceding Distribution Date
(or, if the Current Distribution Date is the first Distribution Date, the
original aggregate face amount of the Certificates of such Trust), less the
amount of the Deposits for such Class of Certificates as of such preceding
Distribution Date (or, if the Current Distribution Date is the first
Distribution Date, the original aggregate amount of the Deposits for such
Class of Certificates) other than any portion of such Deposits thereafter
used to acquire Equipment Notes pursuant to the Note Purchase Agreement
(the amount described in this clause (i), the "Current Pool Balance"), over
(ii) the Aggregate LTV Collateral Amount for such Class of Certificates for
the Current Distribution Date;
provided that, until the date of the initial LTV Appraisals, clause (B) shall
not apply.
For purposes of calculating Expected Distributions or Adjusted Expected
Distributions with respect to the Certificates of any Trust, any premium paid on
the Equipment Notes held in such Trust that has not been distributed to the
Certificateholders of such Trust (other than such premium or a portion thereof
applied to the payment of interest on the Certificates of such Trust or the
reduction of the Pool Balance of such Trust) shall be added to the amount of
Expected Distributions or Adjusted Expected Distributions.
"Aggregate LTV Collateral Amount" for any Class of Certificates for any
Distribution Date means the product of (A)(i) the sum of the applicable LTV
Collateral Amounts for each Aircraft, minus (ii) the Pool Balance for each Class
of Certificates, if any, senior to such Class, after giving effect to any
distribution of principal on such Distribution Date with respect to such senior
Class or Classes, multiplied by (B)(i) in the case of the Class A-1 Certificates
or Class A-2 Certificates, a fraction the numerator of which equals the Current
Pool Balance for the Class A-1 Certificates or Class A-2 Certificates, as the
case may be, and the denominator of which equals the aggregate Current Pool
Balance for the Class A-1 Certificates and Class A-2 Certificates, (ii) in the
case of the Class B Certificates, 1.0, and (iii) in the case of the Class C-1
Certificates or Class C-2 Certificates, a fraction the numerator of which equals
the Current Pool Balance for the Class C-1 Certificates or Class C-2
Certificates, as the case may be, and the denominator of which equals the
aggregate Current Pool Balance for the Class C-1 Certificates and Class C-2
Certificates.
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"LTV Collateral Amount" of any Aircraft for any Class of Certificates
means, as of any Distribution Date, the lesser of (i) the LTV Ratio for such
Class of Certificates multiplied by the Appraised Current Market Value of such
Aircraft (or with respect to any such Aircraft which has suffered an Event of
Loss under and as defined in the relevant Lease, in the case of a Leased
Aircraft, or relevant Indenture, in the case of an Owned Aircraft, the amount of
the insurance proceeds paid to the related Loan Trustee in respect thereof to
the extent then held by such Loan Trustee (and/or on deposit in the Special
Payments Account) or payable to such Loan Trustee in respect thereof) and (ii)
the outstanding principal amount of the Equipment Notes secured by such Aircraft
after giving effect to any principal payments of such Equipment Notes on or
before such Distribution Date.
"LTV Ratio" means for the Class A-1 Certificates %, for the Class A-2
Certificates %, for the Class B Certificates %, for the Class C-1
Certificates % and for the Class C-2 Certificates %.
"Appraised Current Market Value" of any Aircraft means the lower of the
average and the median of the most recent three LTV Appraisals of such Aircraft.
After a Triggering Event occurs and any Equipment Note becomes a Non-Performing
Equipment Note, the Subordination Agent shall obtain LTV Appraisals of the
Aircraft securing such Equipment Note as soon as practicable and additional LTV
Appraisals on or prior to each anniversary of the date of such initial LTV
Appraisals; provided that if the Controlling Party reasonably objects to the
appraised value of the Aircraft shown in such LTV Appraisals, the Controlling
Party shall have the right to obtain or cause to be obtained substitute LTV
Appraisals (including LTV Appraisals based upon physical inspection of such
Aircraft).
"LTV Appraisal" means a current fair market value appraisal (which may be a
"desk-top" appraisal) performed by any Appraiser or any other nationally
recognized appraiser on the basis of an arm's-length transaction between an
informed and willing purchaser under no compulsion to buy and an informed and
willing seller under no compulsion to sell and both having knowledge of all
relevant facts.
Interest Drawings under the Liquidity Facility and withdrawals from the
Cash Collateral Account, in each case in respect of interest on the Certificates
of any Trust, will be distributed to the Trustee for such Trust, notwithstanding
the priority of distributions set forth in the Intercreditor Agreement and
otherwise described herein. All amounts on deposit in the Cash Collateral
Account for any Trust that are in excess of the Required Amount will be paid to
the Liquidity Provider.
VOTING OF EQUIPMENT NOTES
In the event that the Subordination Agent, as the registered holder of any
Equipment Note, receives a request for its consent to any amendment,
modification, consent or waiver under such Equipment Note or the related
Indenture (or, if applicable, the related Lease, the related Participation
Agreement or other related document), (i) if no Indenture Default shall have
occurred and be continuing with respect to such Indenture, the Subordination
Agent shall request instructions from the Trustee(s) and shall vote or consent
in accordance with the directions of such Trustee(s) and (ii) if any Indenture
Default (which, in the case of any Leased Aircraft Indenture, has not been cured
by the applicable Owner Trustee or Owner Participant) shall have occurred and be
continuing with respect to such Indenture, the Subordination Agent will exercise
its voting rights as directed by the Controlling Party, subject to certain
limitations; provided that no such amendment, modification, consent or waiver
shall, without the consent of the Liquidity Provider, reduce the amount of rent,
supplemental rent or stipulated loss values payable by Continental under any
Lease or reduce the amount of principal or interest payable by Continental under
any Equipment Note issued under any Owned Aircraft Indenture. (Intercreditor
Agreement, Section 9.1(b))
ADDITION OF TRUSTEE FOR CLASS D CERTIFICATES
If the Class D Certificates are issued, the Class D Trustee will become a
party to the Intercreditor Agreement.
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THE SUBORDINATION AGENT
Wilmington Trust Company will be the Subordination Agent under the
Intercreditor Agreement. Continental and its affiliates may from time to time
enter into banking and trustee relationships with the Subordination Agent and
its affiliates. The Subordination Agent's address is Wilmington Trust Company,
Rodney Square North, 1100 North Market Street, Wilmington, Delaware 19890-0001,
Attention: Corporate Trust Administration.
The Subordination Agent may resign at any time, in which event a successor
Subordination Agent will be appointed as provided in the Intercreditor
Agreement. The Controlling Party may remove the Subordination Agent for cause as
provided in the Intercreditor Agreement. In such circumstances, a successor
Subordination Agent will be appointed as provided in the Intercreditor
Agreement. Any resignation or removal of the Subordination Agent and appointment
of a successor Subordination Agent does not become effective until acceptance of
the appointment by the successor Subordination Agent. (Intercreditor Agreement,
Section 8.1)
DESCRIPTION OF THE AIRCRAFT AND THE APPRAISALS
THE AIRCRAFT
The Aircraft consist of four Boeing 737-724 aircraft, thirteen Boeing
737-824 aircraft, one Boeing 757-224 aircraft and three Boeing 777-224 aircraft
(collectively, the "Aircraft"), all of which will be newly delivered by the
manufacturer at or about the time that the Equipment Notes relating thereto are
issued. The Aircraft have been designed to be in compliance with Stage 3 noise
level standards, which are the most restrictive regulatory standards currently
in effect in the United States for aircraft noise abatement.
BOEING 737-724 AIRCRAFT
The Boeing 737-724 aircraft is a medium-range aircraft with a seating
capacity of approximately 124 passengers. The engine type utilized on
Continental's 737-724 aircraft is the CFM International, Inc. CFM56-7B24.
BOEING 737-824 AIRCRAFT
The Boeing 737-824 aircraft is a medium-range aircraft with a seating
capacity of approximately 155 passengers. The engine type utilized on
Continental's 737-824 aircraft is the CFM International, Inc. CFM56-7B26.
BOEING 757-224 AIRCRAFT
The Boeing 757-224 aircraft is a medium-range aircraft with a seating
capacity of approximately 183 passengers. The engine type utilized on
Continental's 757-224 aircraft is the Rolls-Royce RB211-535E4B.
BOEING 777-224 AIRCRAFT
The Boeing 777-224 aircraft is a long-range aircraft with a seating
capacity of approximately 283 passengers. The engine type utilized on
Continental's 777-224 aircraft is the General Electric GE90-90B.
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THE APPRAISALS
The table below sets forth the appraised values of the aircraft that may be
financed with the proceeds of this Offering, as determined by Aircraft
Information Services, Inc. ("AISI"), AvSolutions, Inc. ("AS") and Morten Beyer
and Agnew, Inc. ("MBA"), independent aircraft appraisal and consulting firms
(the "Appraisers"). Under the Note Purchase Agreement, Continental will select
thirteen Boeing 737-824 aircraft and one Boeing 757-224 aircraft from among the
aircraft of such type listed below to be financed pursuant to this Offering. The
four Boeing 737-724 aircraft and three Boeing 777-224 aircraft listed below all
will be financed under this Offering, subject to the terms of the Note Purchase
Agreement.
<TABLE>
<CAPTION>
EXPECTED SCHEDULED APPRAISER'S VALUATION
REGISTRATION MANUFACTURER'S DELIVERY ------------------------------------------ APPRAISED
AIRCRAFT TYPE NUMBER SERIAL NUMBER MONTH(1) AISI AS MBA VALUE(2)
- ------------- ------------ -------------- -------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Boeing 737-724 N24729 28945 July 1999 $ 40,200,000 $ 39,110,000 $ 36,110,000 $ 38,473,333
Boeing 737-724 N16732 28948 August 1999 40,260,000 39,110,000 36,180,000 38,516,667
Boeing 737-724 N14735 28800 September 1999 40,330,000 39,110,000 36,250,000 38,563,333
Boeing 737-724 N24736 28803 September 1999 40,330,000 39,110,000 36,250,000 38,563,333
Boeing 737-824 N35236 28801 September 1999 49,330,000 47,243,000 44,720,000 47,097,667
Boeing 737-824 N12238 28804 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N27239 28951 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N14240 28953 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N54241 28952 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N14242 28805 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N18243 28806 October 1999 49,410,000 47,536,000 44,810,000 47,252,000
Boeing 737-824 N17244 28954 November 1999 49,490,000 47,536,000 44,900,000 47,308,667
Boeing 737-824 N17245 28955 November 1999 49,490,000 47,536,000 44,900,000 47,308,667
Boeing 737-824 N27246 28956 November 1999 49,490,000 47,536,000 44,900,000 47,308,667
Boeing 737-824 N36247 28807 December 1999 49,570,000 47,536,000 44,990,000 47,365,333
Boeing 737-824 N13248 28808 December 1999 49,570,000 47,536,000 44,990,000 47,365,333
Boeing 737-824 N14249 28809 December 1999 49,570,000 47,536,000 44,990,000 47,365,333
Boeing 737-824 N14250 28957 December 1999 49,570,000 47,536,000 44,990,000 47,365,333
Boeing 737-824 N25201 28958 December 1999 49,570,000 47,536,000 44,990,000 47,365,333
Boeing 757-224 N34137 30229 November 1999 61,510,000 58,840,000 59,480,000 59,480,000
Boeing 757-224 N13138 30351 December 1999 61,610,000 58,840,000 59,600,000 59,600,000
Boeing 777-224 N77012 29860 August 1999 135,160,000 133,510,000 132,690,000 133,510,000
Boeing 777-224 N78013 29861 September 1999 135,380,000 133,510,000 132,960,000 133,510,000
Boeing 777-224 N77014 29862 October 1999 135,600,000 134,090,000 133,220,000 134,090,000
</TABLE>
- ---------------
(1) The actual delivery date for any aircraft may be subject to delay or
acceleration. See "-- Deliveries of Aircraft".
(2) The appraised value of each aircraft for purposes of this Offering is the
lesser of the average and median values of such aircraft as appraised by the
Appraisers.
For purposes of the foregoing chart, AISI, AS and MBA each was asked to
provide its opinion as to the appraised value of each aircraft projected as of
the scheduled delivery month of each such aircraft. As part of this process, all
three Appraisers performed "desk-top" appraisals without any physical inspection
of the aircraft. The appraisals are based on various assumptions and
methodologies, which vary among the appraisals. The Appraisers have delivered
letters summarizing their respective appraisals, copies of which are annexed to
this Prospectus Supplement as Appendix II. For a discussion of the assumptions
and methodologies used in each of the appraisals, reference is hereby made to
such summaries.
An appraisal is only an estimate of value. It is not indicative of the
price at which an aircraft may be purchased from the manufacturer. Nor should it
be relied upon as a measure of realizable value. The proceeds realized upon a
sale of any Aircraft may be less than its appraised value. The value of the
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Aircraft in the event of the exercise of remedies under the applicable Indenture
will depend on market and economic conditions, the availability of buyers, the
condition of the Aircraft and other similar factors. Accordingly, there can be
no assurance that the proceeds realized upon any such exercise with respect to
the Equipment Notes and the Aircraft pursuant to the applicable Indenture would
equal the appraised value of such Aircraft or be sufficient to satisfy in full
payments due on such Equipment Notes or the Certificates.
DELIVERIES OF AIRCRAFT
The aircraft that may be financed with the proceeds of this Offering are
scheduled for delivery under Continental's purchase agreements with The Boeing
Company ("Boeing") from July 1999 through December 1999. See the table under
"-- The Appraisals" for the scheduled month of delivery of each such aircraft.
Under such purchase agreements, delivery of an aircraft may be delayed due to
"Excusable Delay", which is defined to include, among other things, acts of God,
governmental acts or failures to act, strikes or other labor troubles, inability
to procure materials, or any other cause beyond Boeing's control or not
occasioned by Boeing's fault or negligence. Boeing has announced that it is
experiencing delays in deliveries of aircraft. Continental cannot predict
whether adjustments in such schedule will be required.
The Note Purchase Agreement provides that the delivery period (the
"Delivery Period") will expire on March 31, 2000, subject to extension if the
Equipment Notes relating to all of the Aircraft (or Substitute Aircraft in lieu
thereof) have not been purchased by the Trustees on or prior to such date due to
any reason beyond the control of Continental and not occasioned by Continental's
fault or negligence, to the earlier of (i) the date on which the Trustees
purchase Equipment Notes relating to the last Aircraft (or a Substitute Aircraft
in lieu thereof) and (ii) September 30, 2000. In addition, if a labor strike
occurs at Boeing prior to the scheduled expiration of the Delivery Period, the
expiration date of the Delivery Period will be extended by the number of days
that such strike continued in effect.
If delivery of any Aircraft is delayed by more than 30 days after the month
scheduled for delivery or beyond March 31, 2000, Continental has the right to
replace such Aircraft with a Substitute Aircraft, subject to certain conditions.
See "-- Substitute Aircraft". If delivery of any Aircraft is delayed beyond the
Delivery Period Termination Date and Continental does not exercise its right to
replace such Aircraft with a Substitute Aircraft, there will be unused Deposits
that will be distributed to Certificateholders together with accrued and unpaid
interest thereon but without a premium. See "Description of the Deposit
Agreements -- Unused Deposits".
SUBSTITUTE AIRCRAFT
If the delivery date for any Aircraft is delayed (i) more than 30 days
after the month scheduled for delivery or (ii) beyond March 31, 2000,
Continental may identify for delivery a substitute aircraft (each, together with
the substitute aircraft referred to below, a "Substitute Aircraft") therefor
meeting the following conditions:
- A Substitute Aircraft must be a Boeing 737-700, 737-800, 757-200 or
777-200 aircraft manufactured after the Issuance Date.
- One or more Substitute Aircraft of the same or different types may be
substituted for one or more Aircraft of the same or different types so
long as after giving effect thereto the maximum principal amount of
Equipment Notes of each Series issued in respect of the Substitute
Aircraft under the Mandatory Economic Terms would not exceed the maximum
principal amount of the Equipment Notes of each Series that could have
been issued under the Mandatory Economic Terms in respect of the replaced
Aircraft.
- Continental will be obligated to obtain written confirmation from each
Rating Agency that substituting such Substitute Aircraft for the replaced
Aircraft will not result in a withdrawal, suspension or downgrading of
the ratings of any Class of Certificates.
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DESCRIPTION OF THE EQUIPMENT NOTES
The following summary describes all material terms of the Equipment Notes
and supplements (and, to the extent inconsistent therewith, replaces) the
description of the general terms and provisions relating to the Equipment Notes,
the Indentures, the Leases, the Participation Agreements, the trust agreements
under which the Owner Trustees act on behalf of the Owner Participants (the
"Trust Agreements") and the Note Purchase Agreement set forth in the Prospectus.
The summaries make use of terms defined in and are qualified in their entirety
by reference to all of the provisions of the Equipment Notes, the Indentures,
the Leases, the Participation Agreements, the Trust Agreements and the Note
Purchase Agreement, each of which will be filed as an exhibit to a Current
Report on Form 8-K to be filed by Continental with the Commission. Except as
otherwise indicated, the following summaries relate to the Equipment Notes, the
Indenture, the Lease, the Participation Agreement and the Trust Agreement that
may be applicable to each Aircraft.
Under the Note Purchase Agreement, Continental will have the option of
entering into a leveraged lease financing or a secured debt financing with
respect to each Aircraft.
- If Continental chooses to enter into a leveraged lease financing with
respect to an Aircraft, the Note Purchase Agreement provides for the
relevant parties to enter into a Participation Agreement, a Lease and a
Leased Aircraft Indenture (among other documents) relating to the
financing of such Leased Aircraft.
- If Continental chooses to enter into a secured debt financing with
respect to an Aircraft, the Note Purchase Agreement provides for the
relevant parties to enter into a Participation Agreement and an Owned
Aircraft Indenture relating to the financing of such Owned Aircraft.
The description of such financing agreements in this Prospectus Supplement
is based on the forms of such agreements annexed to the Note Purchase Agreement.
However, the terms of the financing agreements actually entered into may differ
from the forms of such agreements and, consequently, may differ from the
description of such agreements contained in this Prospectus Supplement. In the
case of a Leased Aircraft, this is because a third party -- the owner
participant that will be the beneficial owner of the Leased Aircraft (the "Owner
Participant") -- will provide a portion of the financing of such Aircraft and
may request changes. In addition, Continental may structure a financing in ways
other than contemplated by the Note Purchase Agreement, such as through a
"cross-border lease or a synthetic lease" (a "Special Structure"), which may
require different terms in the financing agreements. Although such changes are
permitted, under the Note Purchase Agreement the terms of such agreements are
required (i) except in the case of a Special Structure, to contain the Mandatory
Document Terms and (ii) not to vary the Mandatory Economic Terms. In addition,
Continental will be obligated to certify to the Trustees that any such
modifications (i) do not materially and adversely affect the Certificateholders
and (ii) in the case of any Special Structure, do not expose the
Certificateholders to any material additional risks beyond those to which such
persons would have been exposed absent such Special Structure. Continental must
also obtain written confirmation from each Rating Agency that the use of
financing agreements modified in any material respect from the forms attached to
the Note Purchase Agreement would not result in a withdrawal, suspension or
downgrading of the ratings of any Class of Certificates. See "Description of the
Certificates -- Obligation to Purchase Equipment Notes". Each Owner Participant
will be required to satisfy certain requirements, including having a minimum
combined capital and surplus or net worth.
GENERAL
Equipment notes will be issued in up to five series with respect to each
Aircraft (the "Series A-1 Equipment Notes", the "Series A-2 Equipment Notes",
the "Series B Equipment Notes", the "Series C-1 Equipment Notes", the "Series
C-2 Equipment Notes", and, collectively, the "Equipment Notes"). Continental may
elect to issue a sixth series of Equipment Notes with respect to an Aircraft
(the "Series D Equipment Notes"), which will be funded from sources other than
this Offering. See "Description of the Certificates -- Possible Issuance of
Class D Certificates". The Equipment Notes with
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respect to each Leased Aircraft will be issued under a separate Leased Aircraft
Indenture between First Security Bank, National Association, as owner trustee of
a trust for the benefit of the Owner Participant who will be the beneficial
owner of such Aircraft (each, an "Owner Trustee"), and Wilmington Trust Company,
as indenture trustee thereunder (each, a "Leased Aircraft Trustee"). The
Equipment Notes with respect to each Owned Aircraft will be issued under a
separate Owned Aircraft Indenture between Continental and Wilmington Trust
Company, as indenture trustee thereunder (each, an "Owned Aircraft Trustee" and,
together with the other Owned Aircraft Trustees and the Leased Aircraft
Trustees, the "Loan Trustees"). The Indentures will not provide for defeasance,
or discharge upon deposit of cash or certain obligations of the United States,
notwithstanding the description of defeasance in the Prospectus.
The related Owner Trustee will lease each Leased Aircraft to Continental
pursuant to a separate Lease between such Owner Trustee and Continental with
respect to such Leased Aircraft. Under each Lease, Continental will be obligated
to make or cause to be made rental and other payments to the related Leased
Aircraft Trustee on behalf of the related Owner Trustee, which rental and other
payments will be at least sufficient to pay in full when due all payments
required to be made on the Equipment Notes issued with respect to such Leased
Aircraft. The Equipment Notes issued with respect to the Leased Aircraft are
not, however, direct obligations of, or guaranteed by, Continental.
Continental's rental obligations under each Lease and Continental's obligations
under the Equipment Notes issued with respect to each Owned Aircraft will be
general obligations of Continental.
SUBORDINATION
The Indentures provide for the following subordination provisions
applicable to the Equipment Notes:
- Series A-1 and Series A-2 Equipment Notes issued in respect of an
Aircraft will rank equally in right of payment and will rank senior to
other Equipment Notes issued in respect of such Aircraft.
- Series B Equipment Notes issued in respect of an Aircraft will rank
junior in right of payment to the Series A-1 and Series A-2 Equipment
Notes issued in respect of such Aircraft and will rank senior to the
Series C-1, Series C-2 and, if applicable, Series D Equipment Notes
issued in respect of such Aircraft.
- Series C-1 Equipment Notes and Series C-2 Equipment Notes issued in
respect of an Aircraft will rank equally in right of payment, will rank
junior to the Series A-1, Series A-2 and Series B Equipment Notes issued
in respect of such Aircraft and, if Series D Equipment Notes are issued
in respect of such Aircraft, senior to such Series D Equipment Notes.
- If Continental elects to issue Series D Equipment Notes with respect to
an Aircraft, they will be subordinated in right of payment to the Series
A-1, A-2, B, C-1 and C-2 Equipment Notes issued with respect to such
Aircraft.
PRINCIPAL AND INTEREST PAYMENTS
Subject to the provisions of the Intercreditor Agreement, interest paid on
the Equipment Notes held in each Trust will be passed through to the
Certificateholders of such Trust on the dates and at the rate per annum set
forth on the cover page of this Prospectus Supplement with respect to
Certificates issued by such Trust until the final expected Regular Distribution
Date for such Trust. Subject to the provisions of the Intercreditor Agreement,
principal paid on the Equipment Notes held in each Trust will be passed through
to the Certificateholders of such Trust in scheduled amounts on the dates set
forth herein until the final expected Regular Distribution Date for such Trust.
Interest will be payable on the unpaid principal amount of each Equipment
Note at the rate applicable to such Equipment Note on March 15 and September 15
of each year, commencing on the first such date to occur after initial issuance
thereof. Such interest will be computed on the basis of a 360-day year of twelve
30-day months.
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Scheduled principal payments on the Series A-1, Series B and Series C-1
Equipment Notes will be made on March 15 and September 15 in certain years. The
entire principal amount of the Series A-2 Equipment Notes is scheduled to be
paid on September 15, 2009. The entire principal amount of the Series C-2
Equipment Notes is scheduled to be paid on September 15, 2004. See "Description
of the Certificates -- Pool Factors" for a discussion of the scheduled payments
of principal of the Equipment Notes and possible revisions thereto.
If any date scheduled for a payment of principal, premium (if any) or
interest with respect to the Equipment Notes is not a Business Day, such payment
will be made on the next succeeding Business Day without any additional
interest.
REDEMPTION
If an Event of Loss occurs with respect to an Aircraft and such Aircraft is
not replaced by Continental under the related Lease (in the case of a Leased
Aircraft) or under the related Owned Aircraft Indenture (in the case of an Owned
Aircraft), the Equipment Notes issued with respect to such Aircraft will be
redeemed, in whole, in each case at a price equal to the aggregate unpaid
principal amount thereof, together with accrued interest thereon to, but not
including, the date of redemption, but without premium, on a Special
Distribution Date. (Leased Aircraft Indentures, Section 2.10(a); Owned Aircraft
Indentures, Section 2.10)
If Continental exercises its right to terminate a Lease under Section 9 of
such Lease, the Equipment Notes relating to the applicable Leased Aircraft will
be redeemed, in whole, on a Special Distribution Date at a price equal to the
aggregate unpaid principal amount thereof, together with accrued and unpaid
interest thereon to, but not including, the date of redemption, plus a
Make-Whole Premium. (Leased Aircraft Indentures, Section 2.10(b)) See "-- The
Leases and Certain Provisions of the Owned Aircraft Indentures -- Lease
Termination".
All of the Equipment Notes issued with respect to a Leased Aircraft may be
redeemed prior to maturity as part of a refunding or refinancing thereof under
Section 11 of the applicable Participation Agreement, and all of the Equipment
Notes issued with respect to the Owned Aircraft may be redeemed prior to
maturity at any time at the option of Continental, in each case at a price equal
to the aggregate unpaid principal thereof, together with accrued and unpaid
interest thereon to, but not including, the date of redemption, plus a
Make-Whole Premium. (Indentures, Section 2.11) If notice of such a redemption
shall have been given in connection with a refinancing of Equipment Notes with
respect to a Leased Aircraft, such notice may be revoked not later than three
days prior to the proposed redemption date. (Leased Aircraft Indentures, Section
2.12)
If, with respect to a Leased Aircraft, (x) one or more Lease Events of
Default shall have occurred and been continuing, (y) in the event of a
bankruptcy proceeding involving Continental, (i) during the Section 1110 Period,
the trustee in such proceeding or Continental does not assume or agree to
perform its obligations under the related Lease or (ii) at any time after
assuming or agreeing to perform such obligations, such trustee or Continental
ceases to perform such obligations such that the stay period applicable under
the U.S. Bankruptcy Code comes to an end or (z) the Equipment Notes with respect
to such Aircraft have been accelerated or the Leased Aircraft Trustee with
respect to such Equipment Notes takes action or notifies the applicable Owner
Trustee that it intends to take action to foreclose the lien of the related
Leased Aircraft Indenture or otherwise commence the exercise of any significant
remedy under such Indenture or the related Lease, then in each case all, but not
less than all, of the Equipment Notes issued with respect to such Leased
Aircraft may be purchased by the related Owner Trustee or Owner Participant on
the applicable purchase date at a price equal to the aggregate unpaid principal
thereof, together with accrued and unpaid interest thereon to, but not
including, the date of purchase, but without any premium (provided that a
Make-Whole Premium shall be payable if such Equipment Notes are to be purchased
pursuant to clause (x) when a Lease Event of Default shall have occurred and
been continuing for less than 120 days). (Leased Aircraft Indentures, Section
2.13) Continental as owner of the Owned
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Aircraft has no comparable right under the Owned Aircraft Indentures to purchase
the Equipment Notes under such circumstances.
"Make-Whole Premium" means, with respect to any Equipment Note, an amount
(as determined by an independent investment bank of national standing) equal to
the excess, if any, of (a) the present value of the remaining scheduled payments
of principal and interest to maturity of such Equipment Note computed by
discounting such payments on a semiannual basis on each payment date under the
applicable Indenture (assuming a 360-day year of twelve 30-day months) using a
discount rate equal to the Treasury Yield over (b) the outstanding principal
amount of such Equipment Note plus accrued interest to the date of
determination.
For purposes of determining the Make-Whole Premium, "Treasury Yield" means,
at the date of determination with respect to any Equipment Note, the interest
rate (expressed as a decimal and, in the case of United States Treasury bills,
converted to a bond equivalent yield) determined to be the per annum rate equal
to the semiannual yield to maturity for United States Treasury securities
maturing on the Average Life Date of such Equipment Note and trading in the
public securities markets either as determined by interpolation between the most
recent weekly average yield to maturity for two series of United States Treasury
securities trading in the public securities markets, (A) one maturing as close
as possible to, but earlier than, the Average Life Date of such Equipment Note
and (B) the other maturing as close as possible to, but later than, the Average
Life Date of such Equipment Note, in each case as published in the most recent
H.15(519) or, if a weekly average yield to maturity for United States Treasury
securities maturing on the Average Life Date of such Equipment Note is reported
in the most recent H.15(519), such weekly average yield to maturity as published
in such H.15(519). "H.15(519)" means the weekly statistical release designated
as such, or any successor publication, published by the Board of Governors of
the Federal Reserve System. The date of determination of a Make-Whole Premium
shall be the third Business Day prior to the applicable payment or redemption
date and the "most recent H.15(519)" means the H.15(519) published prior to the
close of business on the third Business Day prior to the applicable payment or
redemption date.
"Average Life Date" for any Equipment Note shall be the date which follows
the time of determination by a period equal to the Remaining Weighted Average
Life of such Equipment Note. "Remaining Weighted Average Life" on a given date
with respect to any Equipment Note shall be the number of days equal to the
quotient obtained by dividing (a) the sum of each of the products obtained by
multiplying (i) the amount of each then remaining scheduled payment of principal
of such Equipment Note by (ii) the number of days from and including such
determination date to but excluding the date on which such payment of principal
is scheduled to be made, by (b) the then outstanding principal amount of such
Equipment Note.
SECURITY
LEASED AIRCRAFT
The Equipment Notes issued with respect to each Leased Aircraft will be
secured by:
- An assignment by the related Owner Trustee to the related Leased Aircraft
Trustee of such Owner Trustee's rights, except for certain limited
rights, under the Lease with respect to the related Aircraft, including
the right to receive payments of rent thereunder.
- A mortgage to such Leased Aircraft Trustee of such Aircraft, subject to
the rights of Continental under such Lease.
- An assignment to such Leased Aircraft Trustee of certain of such Owner
Trustee's rights under the purchase agreement between Continental and the
Aircraft manufacturer.
Unless and until an Indenture Default with respect to a Leased Aircraft has
occurred and is continuing, the Leased Aircraft Trustee may not exercise the
rights of the Owner Trustee under the related Lease, except the Owner Trustee's
right to receive payments of rent due thereunder. The
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assignment by the Owner Trustee to the Leased Aircraft Trustee of its rights
under the related Lease will exclude certain rights of such Owner Trustee and
the related Owner Participant, including the rights of the Owner Trustee and the
Owner Participant with respect to indemnification by Continental for certain
matters, insurance proceeds payable to such Owner Trustee in its individual
capacity or to such Owner Participant under public liability insurance
maintained by Continental under such Lease or by such Owner Trustee or such
Owner Participant, insurance proceeds payable to such Owner Trustee in its
individual capacity or to such Owner Participant under certain casualty
insurance maintained by such Owner Trustee or such Owner Participant under such
Lease and certain reimbursement payments made by Continental to such Owner
Trustee. (Leased Aircraft Indentures, Granting Clause) The Equipment Notes
issued in respect of any one Aircraft will not be secured by any of the other
Aircraft or Leases (except in certain cases, if any, where the related Owner
Participant and Continental shall agree to cross-collateralization).
Accordingly, any excess proceeds from the exercise of remedies with respect to
the Equipment Notes relating to an Aircraft will not be available to cover any
shortfall with respect to any other Aircraft.
OWNED AIRCRAFT
The Equipment Notes issued with respect to each Owned Aircraft will be
secured by:
- A mortgage to the Owned Aircraft Trustee of such Aircraft.
- An assignment to the Owned Aircraft Trustee of certain of Continental's
rights under its purchase agreement with the Aircraft manufacturer.
CASH
Cash, if any, held from time to time by the Loan Trustee with respect to
any Aircraft, including funds held as the result of an Event of Loss to such
Aircraft or, in the case of a Leased Aircraft, termination of the Lease, if any,
relating thereto, will be invested and reinvested by such Loan Trustee, at the
direction of the related Owner Trustee in the case of the Leased Aircraft or
Continental in the case of the Owned Aircraft, in investments described in the
related Indenture. (Leased Aircraft Indentures, Section 5.09; Owned Aircraft
Indentures, Section 6.06)
LOAN TO VALUE RATIOS OF EQUIPMENT NOTES
The following tables set forth illustrative loan to Aircraft value ratios
for the Equipment Notes issued in respect of Leased Aircraft and Owned Aircraft
as of March 15, 2000 and the September 15 Regular Distribution Dates thereafter,
assuming that the Equipment Notes in the maximum principal amount are issued in
respect of each such Aircraft. These examples were utilized by Continental in
preparing the Assumed Amortization Schedule, although the amortization schedule
for the Series A-1, Series B and Series C-1 Equipment Notes issued with respect
to an Aircraft may vary from such assumed schedule so long as it complies with
the Mandatory Economic Terms. Accordingly, the schedules set forth below may not
be applicable in the case of any particular Aircraft. For example, in the event
the final maturity date of the Series A-1, Series B or Series C-1 Equipment
Notes for a Boeing 737-724 aircraft were significantly earlier than that shown
below, the average life of the related Certificates may be correspondingly
reduced, subject to compliance with the Mandatory Economic Terms. See
"Description of the Certificates -- Pool Factors". The LTV was obtained by
dividing (i) the outstanding balance (assuming no payment default) of such
Equipment Notes determined immediately after giving effect to the payments
scheduled to be made on each such Regular Distribution Date by (ii) the assumed
value (the "Assumed Aircraft Value") of the Aircraft securing such Equipment
Notes.
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<PAGE> 71
The following tables are based on the assumption (the "Depreciation
Assumption") that the value of each Aircraft set forth opposite the initial
Regular Distribution Date included in each table depreciates by approximately 3%
of the initial appraised value per year for the first fifteen years after the
year of delivery of such Aircraft and by approximately 4% of the initial
appraised value per year thereafter. Other rates or methods of depreciation
would result in materially different loan to Aircraft value ratios, and no
assurance can be given (i) that the depreciation rates and method assumed for
the purposes of the tables are the ones most likely to occur or (ii) as to the
actual future value of any Aircraft. Thus the tables should not be considered a
forecast or prediction of expected or likely loan to Aircraft value ratios, but
simply a mathematical calculation based on one set of assumptions.
<TABLE>
<CAPTION>
BOEING 737-724
---------------------------------------------------------------------------------------
LEASED AIRCRAFT OWNED AIRCRAFT
------------------------------------------ ------------------------------------------
EQUIPMENT EQUIPMENT
NOTE NOTE
OUTSTANDING ASSUMED OUTSTANDING ASSUMED
BALANCE AIRCRAFT VALUE LOAN TO BALANCE AIRCRAFT VALUE LOAN TO
DATE (MILLIONS) (MILLIONS) VALUE RATIO (MILLIONS) (MILLIONS) VALUE RATIO
- ---- ----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 15, 2000............. $21.46 $38.52 55.7% $23.33 $38.52 60.6%
September 15, 2000......... 21.32 37.36 57.1 22.34 37.36 59.8
September 15, 2001......... 20.86 36.21 57.6 21.86 36.21 60.4
September 15, 2002......... 20.39 35.05 58.2 21.23 35.05 60.6
September 15, 2003......... 19.46 33.89 57.4 20.53 33.89 60.6
September 15, 2004......... 17.94 32.74 54.8 15.68 32.74 47.9
September 15, 2005......... 16.56 31.58 52.4 15.13 31.58 47.9
September 15, 2006......... 15.33 30.43 50.4 14.58 30.43 47.9
September 15, 2007......... 14.88 29.27 50.8 14.02 29.27 47.9
September 15, 2008......... 14.30 28.12 50.9 13.47 28.12 47.9
September 15, 2009......... 12.40 26.96 46.0 0.00 NA NA
September 15, 2010......... 12.40 25.81 48.1 0.00 NA NA
September 15, 2011......... 11.89 24.65 48.2 0.00 NA NA
September 15, 2012......... 10.74 23.50 45.7 0.00 NA NA
September 15, 2013......... 9.26 22.34 41.4 0.00 NA NA
September 15, 2014......... 7.97 21.18 37.6 0.00 NA NA
September 15, 2015......... 6.05 19.64 30.8 0.00 NA NA
September 15, 2016......... 4.81 18.10 26.5 0.00 NA NA
September 15, 2017......... 4.81 16.56 29.0 0.00 NA NA
September 15, 2018......... 3.83 15.02 25.5 0.00 NA NA
September 15, 2019......... 1.71 13.48 12.7 0.00 NA NA
September 15, 2020......... 0.00 NA NA 0.00 NA NA
</TABLE>
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<PAGE> 72
<TABLE>
<CAPTION>
BOEING 737-824
---------------------------------------------------------------------------------------
LEASED AIRCRAFT OWNED AIRCRAFT
------------------------------------------ ------------------------------------------
EQUIPMENT EQUIPMENT
NOTE NOTE
OUTSTANDING ASSUMED OUTSTANDING ASSUMED
BALANCE AIRCRAFT VALUE LOAN TO BALANCE AIRCRAFT VALUE LOAN TO
DATE (MILLIONS) (MILLIONS) VALUE RATIO (MILLIONS) (MILLIONS) VALUE RATIO
- ---- ----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 15, 2000............. $26.57 $47.25 56.2% $28.90 $47.25 61.2%
September 15, 2000......... 26.41 45.83 57.6 27.67 45.83 60.4
September 15, 2001......... 25.83 44.42 58.2 27.08 44.42 61.0
September 15, 2002......... 25.25 43.00 58.7 26.30 43.00 61.2
September 15, 2003......... 24.10 41.58 58.0 25.43 41.58 61.2
September 15, 2004......... 22.21 40.16 55.3 19.43 40.16 48.4
September 15, 2005......... 20.51 38.75 52.9 18.74 38.75 48.4
September 15, 2006......... 18.99 37.33 50.9 18.05 37.33 48.4
September 15, 2007......... 18.42 35.91 51.3 17.37 35.91 48.4
September 15, 2008......... 17.71 34.49 51.3 16.68 34.49 48.4
September 15, 2009......... 15.36 33.08 46.4 0.00 NA NA
September 15, 2010......... 15.36 31.66 48.5 0.00 NA NA
September 15, 2011......... 14.72 30.24 48.7 0.00 NA NA
September 15, 2012......... 13.31 28.82 46.2 0.00 NA NA
September 15, 2013......... 11.46 27.41 41.8 0.00 NA NA
September 15, 2014......... 9.87 25.99 38.0 0.00 NA NA
September 15, 2015......... 7.49 24.10 31.1 0.00 NA NA
September 15, 2016......... 5.95 22.21 26.8 0.00 NA NA
September 15, 2017......... 5.95 20.32 29.3 0.00 NA NA
September 15, 2018......... 4.74 18.43 25.7 0.00 NA NA
September 15, 2019......... 2.12 16.54 12.8 0.00 NA NA
September 15, 2020......... 0.00 NA NA 0.00 NA NA
</TABLE>
<TABLE>
<CAPTION>
BOEING 757-224
---------------------------------------------------------------------------------------
LEASED AIRCRAFT OWNED AIRCRAFT
------------------------------------------ ------------------------------------------
EQUIPMENT EQUIPMENT
NOTE NOTE
OUTSTANDING ASSUMED OUTSTANDING ASSUMED
BALANCE AIRCRAFT VALUE LOAN TO BALANCE AIRCRAFT VALUE LOAN TO
DATE (MILLIONS) (MILLIONS) VALUE RATIO (MILLIONS) (MILLIONS) VALUE RATIO
- ---- ----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 15, 2000........ $35.28 $59.48 59.3% $38.36 $59.48 64.5%
September 15, 2000.... 35.06 57.70 60.8 36.73 57.70 63.7
September 15, 2001.... 34.29 55.91 61.3 35.94 55.91 64.3
September 15, 2002.... 33.52 54.13 61.9 34.91 54.13 64.5
September 15, 2003.... 31.99 52.34 61.1 33.76 52.34 64.5
September 15, 2004.... 29.49 50.56 58.3 25.78 50.56 51.0
September 15, 2005.... 27.22 48.77 55.8 24.87 48.77 51.0
September 15, 2006.... 25.21 46.99 53.6 23.96 46.99 51.0
September 15, 2007.... 24.46 45.20 54.1 23.05 45.20 51.0
September 15, 2008.... 23.51 43.42 54.1 22.14 43.42 51.0
September 15, 2009.... 20.39 41.64 49.0 0.00 NA NA
September 15, 2010.... 20.39 39.85 51.2 0.00 NA NA
September 15, 2011.... 19.54 38.07 51.3 0.00 NA NA
September 15, 2012.... 17.66 36.28 48.7 0.00 NA NA
September 15, 2013.... 15.22 34.50 44.1 0.00 NA NA
September 15, 2014.... 13.11 32.71 40.1 0.00 NA NA
September 15, 2015.... 9.94 30.33 32.8 0.00 NA NA
September 15, 2016.... 7.90 27.96 28.3 0.00 NA NA
September 15, 2017.... 7.90 25.58 30.9 0.00 NA NA
September 15, 2018.... 6.30 23.20 27.1 0.00 NA NA
September 15, 2019.... 2.82 20.82 13.5 0.00 NA NA
September 15, 2020.... 0.00 NA NA 0.00 NA NA
</TABLE>
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<PAGE> 73
<TABLE>
<CAPTION>
BOEING 777-224
---------------------------------------------------------------------------------------
LEASED AIRCRAFT OWNED AIRCRAFT
------------------------------------------ ------------------------------------------
EQUIPMENT EQUIPMENT
NOTE NOTE
OUTSTANDING ASSUMED OUTSTANDING ASSUMED
BALANCE AIRCRAFT VALUE LOAN TO BALANCE AIRCRAFT VALUE LOAN TO
DATE (MILLIONS) (MILLIONS) VALUE RATIO (MILLIONS) (MILLIONS) VALUE RATIO
- ---- ----------- -------------- ----------- ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
March 15, 2000........ $74.71 $133.51 56.0% $85.91 $134.09 64.1%
September 15, 2000.... 74.71 129.50 57.7 82.28 130.07 63.3
September 15, 2001.... 73.40 125.50 58.5 80.50 126.04 63.9
September 15, 2002.... 71.92 121.49 59.2 78.18 122.02 64.1
September 15, 2003.... 69.90 117.49 59.5 75.60 118.00 64.1
September 15, 2004.... 68.06 113.48 60.0 57.75 113.98 50.7
September 15, 2005.... 66.09 109.48 60.4 55.71 109.95 50.7
September 15, 2006.... 63.44 105.47 60.2 53.67 105.93 50.7
September 15, 2007.... 61.33 101.47 60.4 51.64 101.91 50.7
September 15, 2008.... 59.22 97.46 60.8 49.60 97.89 50.7
September 15, 2009.... 55.54 93.46 59.4 0.00 NA NA
September 15, 2010.... 50.72 89.45 56.7 0.00 NA NA
September 15, 2011.... 44.25 85.45 51.8 0.00 NA NA
September 15, 2012.... 42.17 81.44 51.8 0.00 NA NA
September 15, 2013.... 39.70 77.44 51.3 0.00 NA NA
September 15, 2014.... 38.02 73.43 51.8 0.00 NA NA
September 15, 2015.... 32.90 68.09 48.3 0.00 NA NA
September 15, 2016.... 26.71 62.75 42.6 0.00 NA NA
September 15, 2017.... 20.07 57.41 35.0 0.00 NA NA
September 15, 2018.... 12.96 52.07 24.9 0.00 NA NA
September 15, 2019.... 5.33 46.73 11.4 0.00 NA NA
September 15, 2020.... 0.00 NA NA 0.00 NA NA
</TABLE>
LIMITATION OF LIABILITY
The Equipment Notes issued with respect to the Leased Aircraft are not
direct obligations of, or guaranteed by, Continental, any Owner Participant or
the Leased Aircraft Trustees or the Owner Trustees in their individual
capacities. None of the Owner Trustees, the Owner Participants or the Leased
Aircraft Trustees, or any affiliates thereof, will be personally liable to any
holder of an Equipment Note or, in the case of the Owner Trustees and the Owner
Participants, to the Leased Aircraft Trustees for any amounts payable under the
Equipment Notes or, except as provided in each Leased Aircraft Indenture, for
any liability under such Leased Aircraft Indenture. All payments of principal
of, premium, if any, and interest on the Equipment Notes issued with respect to
any Leased Aircraft (other than payments made in connection with an optional
redemption or purchase of Equipment Notes issued with respect to a Leased
Aircraft by the related Owner Trustee or the related Owner Participant) will be
made only from the assets subject to the lien of the Indenture with respect to
such Leased Aircraft or the income and proceeds received by the related Leased
Aircraft Trustee therefrom (including rent payable by Continental under the
Lease with respect to such Leased Aircraft).
The Equipment Notes issued with respect to the Owned Aircraft will be
direct obligations of Continental.
Except as otherwise provided in the Indentures, each Owner Trustee and each
Loan Trustee, in its individual capacity, will not be answerable or accountable
under the Indentures or under the Equipment Notes under any circumstances
except, among other things, for its own willful misconduct or gross negligence.
None of the Owner Participants will have any duty or responsibility under any of
the Leased
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<PAGE> 74
Aircraft Indentures or the Equipment Notes to the Leased Aircraft Trustees or to
any holder of any Equipment Note.
INDENTURE DEFAULTS, NOTICE AND WAIVER
Indenture Defaults under each Indenture will include:
- In the case of a Leased Aircraft Indenture, the occurrence of any Lease
Event of Default under the related Lease (other than the failure to make
certain indemnity payments and other payments to the related Owner
Trustee or Owner Participant unless a notice is given by such Owner
Trustee that such failure shall constitute an Indenture Default).
- The failure by the related Owner Trustee (other than as a result of a
Lease Default or Lease Event of Default), in the case of a Leased
Aircraft Indenture, or Continental, in the case of an Owned Aircraft
Indenture, to pay any interest or principal or premium, if any, when due,
under such Indenture or under any Equipment Note issued thereunder that
continues for more than ten Business Days, in the case of principal,
interest or Make-Whole Premium, and, in all other cases, ten Business
Days after the relevant Owner Trustee or Owner Participant, in the case
of a Leased Aircraft Indenture, or Continental, in the case of an Owned
Aircraft Indenture, receives written demand from the related Loan Trustee
or holder of an Equipment Note.
- The failure by the related Owner Participant or the related Owner Trustee
(in its individual capacity), in the case of a Leased Aircraft Indenture,
to discharge certain liens that continue after notice and specified cure
periods.
- Any representation or warranty made by the related Owner Trustee or Owner
Participant, in the case of a Leased Aircraft Indenture, or Continental,
in the case of an Owned Aircraft Indenture, in such Indenture, the
related Participation Agreement or certain related documents furnished to
the Loan Trustee or any holder of an Equipment Note pursuant thereto
being false or incorrect in any material respect when made that continues
to be material and adverse to the interests of the Loan Trustee or Note
Holders and remains unremedied after notice and specified cure periods.
- Failure by Continental or the related Owner Trustee or Owner Participant
to perform or observe any covenant or obligation for the benefit of the
Loan Trustee or holders of Equipment Notes under such Indenture or
certain related documents that continues after notice and specified cure
periods.
- The registration of the related Aircraft ceasing to be effective as a
result of the Owner Participant (in the case of a Leased Aircraft) or
Continental (in the case of an Owned Aircraft) not being a citizen of the
United States, as defined in the Transportation Code (subject to a cure
period).
- With respect to the Owned Aircraft, the lapse or cancellation of
insurance required under the related Owned Aircraft Indenture.
- The occurrence of certain events of bankruptcy, reorganization or
insolvency of the related Owner Trustee or Owner Participant (in the case
of a Leased Aircraft) or Continental (in the case of the Owned Aircraft).
(Leased Aircraft Indentures, Section 4.02; Owned Aircraft Indentures,
Section 5.01)
There will not be cross-default provisions in the Indentures or in the
Leases (unless otherwise agreed between an Owner Participant and Continental).
Consequently, events resulting in an Indenture Default under any particular
Indenture may or may not result in an Indenture Default occurring under any
other Indenture, and a Lease Event of Default under any particular Lease may or
may not constitute a Lease Event of Default under any other Lease.
If Continental fails to make any semiannual basic rental payment due under
any Lease, within a specified period after such failure the applicable Owner
Trustee may furnish to the Leased Aircraft Trustee the amount due on the
Equipment Notes issued with respect to the related Leased Aircraft, together
with any interest thereon on account of the delayed payment thereof, in which
event the Leased
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<PAGE> 75
Aircraft Trustee and the holders of outstanding Equipment Notes issued under
such Indenture may not exercise any remedies otherwise available under such
Indenture or such Lease as the result of such failure to make such rental
payment, unless such Owner Trustee has previously cured three or more
immediately preceding semiannual basic rental payment defaults or, in total, six
or more previous semiannual basic rental payment defaults (or, in the case of
certain Owner Participants, six or more immediately preceding semiannual basic
rental payment defaults or, in total, eight or more previous semiannual basic
rental payment defaults). The applicable Owner Trustee also may cure any other
default by Continental in the performance of its obligations under any Lease
that can be cured with the payment of money. (Leased Aircraft Indentures,
Section 4.03)
The holders of a majority in principal amount of the outstanding Equipment
Notes issued with respect to any Aircraft, by notice to the Loan Trustee, may on
behalf of all the holders waive any existing default and its consequences under
the Indenture with respect to such Aircraft, except a default in the payment of
the principal of, or premium or interest on any such Equipment Notes or a
default in respect of any covenant or provision of such Indenture that cannot be
modified or amended without the consent of each holder of Equipment Notes.
(Leased Aircraft Indentures, Section 4.08; Owned Aircraft Indentures, Section
5.06)
REMEDIES
If an Indenture Default occurs and is continuing under an Indenture, the
related Loan Trustee or the holders of a majority in principal amount of the
Equipment Notes outstanding under such Indenture may, subject to the applicable
Owner Participant's or Owner Trustee's right to cure, as discussed above,
declare the principal of all such Equipment Notes issued thereunder immediately
due and payable, together with all accrued but unpaid interest thereon, provided
that in the event of a reorganization proceeding involving Continental
instituted under Chapter 11 of the U.S. Bankruptcy Code, if no other Lease Event
of Default and no other Indenture Default (other than the failure to pay the
outstanding amount of the Equipment Notes which by such declaration shall have
become payable) exists at any time after the consummation of such proceeding,
such declaration will be automatically rescinded without any further action on
the part of any holder of Equipment Notes. The holders of a majority in
principal amount of Equipment Notes outstanding under an Indenture may rescind
any declaration of acceleration of such Equipment Notes at any time before the
judgment or decree for the payment of the money so due shall be entered if (i)
there has been paid to the related Loan Trustee an amount sufficient to pay all
principal, interest, and premium, if any, on any such Equipment Notes, to the
extent such amounts have become due otherwise than by such declaration of
acceleration and (ii) all other Indenture Defaults and incipient Indenture
Defaults with respect to any covenant or provision of such Indenture have been
cured. (Leased Aircraft Indentures, Section 4.04(b); Owned Aircraft Indentures,
Section 5.02(b))
Each Indenture provides that if an Indenture Default under such Indenture
has occurred and is continuing, the related Loan Trustee may exercise certain
rights or remedies available to it under such Indenture or under applicable law,
including (if, in the case of a Leased Aircraft, the corresponding Lease has
been declared in default) one or more of the remedies under such Indenture or,
in the case of a Leased Aircraft, such Lease with respect to the Aircraft
subject to such Lease. If an Indenture Default arises solely by reason of one or
more events or circumstances which constitute a Lease Event of Default, the
related Leased Aircraft Trustee's right to exercise remedies under a Leased
Aircraft Indenture is subject, with certain exceptions, to its having proceeded
to exercise one or more of the dispossessory remedies under the Lease with
respect to such Leased Aircraft; provided that the requirement to exercise one
or more of such remedies under such Lease shall not apply in circumstances where
such exercise has been involuntarily stayed or prohibited by applicable law or
court order for a continuous period in excess of 60 days or such period as may
be specified in Section 1110(a)(1)(A) of the U.S. Bankruptcy Code, plus an
additional period, if any, resulting from (i) the trustee or
debtor-in-possession in such proceeding agreeing to perform its obligations
under such Lease with the approval of the applicable court and its continuous
performance of such Lease under Section 1110(a)(1)(A-B) of the U.S. Bankruptcy
Code or such Leased Aircraft Trustee's consent to an extension of such period,
(ii) such Leased Aircraft Trustee's
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<PAGE> 76
failure to give any requisite notice, or (iii) Continental's assumption of such
Lease with the approval of the relevant court and its continuous performance of
the Lease as so assumed. See "-- The Leases and Certain Provisions of the Owned
Aircraft Indentures -- Events of Default under the Leases". Such remedies may be
exercised by the related Leased Aircraft Trustee to the exclusion of the related
Owner Trustee, subject to certain conditions specified in such Indenture and,
subject to the terms of such Lease. Any Aircraft sold in the exercise of such
remedies will be free and clear of any rights of those parties, including the
rights of Continental under the Lease with respect to such Aircraft; provided
that no exercise of any remedies by the related Leased Aircraft Trustee may
affect the rights of Continental under any Lease unless a Lease Event of Default
has occurred and is continuing. (Leased Aircraft Indentures, Section 4.04;
Leases, Section 15) The Owned Aircraft Indentures will not contain such
limitations on the Owned Aircraft Trustee's ability to exercise remedies upon an
Indenture Default under an Owned Aircraft Indenture.
If a bankruptcy proceeding involving Continental under the U.S. Bankruptcy
Code occurs, all of the rights of the Owner Trustee as lessor under a particular
Lease will be exercised by the Owner Trustee in accordance with the terms
thereof unless (i) during the Section 1110 Period the trustee in such proceeding
or Continental does not assume or agree to perform its obligations under such
Lease, (ii) at any time after assuming or agreeing to perform such obligations,
such trustee or Continental ceases to perform such obligations or (iii) the
related Loan Trustee takes action, or notifies the Owner Trustee that such Loan
Trustee intends to take action, to foreclose the lien of the related Leased
Aircraft Indenture or otherwise commence the exercise of any significant remedy
in accordance with the Leased Aircraft Indenture. The Owner Trustee's exercise
of such rights shall be subject to certain limitations and, in no event, reduce
the amount or change the time of any payment in respect of the Equipment Notes
or adversely affect the validity or enforceability of the lien under the related
Leased Aircraft Indenture.
If the Equipment Notes issued in respect of one Aircraft are in default,
the Equipment Notes issued in respect of the other Aircraft may not be in
default, and, if not, no remedies will be exercisable under the applicable
Indentures with respect to such other Aircraft.
Section 1110 of the U.S. Bankruptcy Code ("Section 1110") provides in
relevant part that the right of lessors, conditional vendors and holders of
security interests with respect to "equipment" (as defined in Section 1110) to
take possession of such equipment in compliance with the provisions of a lease,
conditional sale contract or security agreement, as the case may be, is not
affected by:
- The automatic stay provision of the U.S. Bankruptcy Code, which provision
enjoins repossessions by creditors for the duration of the reorganization
period.
- The provision of the U.S. Bankruptcy Code allowing the trustee in
reorganization to use property of the debtor during the reorganization
period.
- Section 1129 of the U.S. Bankruptcy Code (which governs the confirmation
of plans of reorganization in Chapter 11 cases).
- Any power of the bankruptcy court to enjoin a repossession.
Section 1110 provides in relevant part, however, that the right of a
lessor, conditional vendor or holder of a security interest to take possession
of an aircraft in the event of an event of default may not be exercised for 60
days following the date of commencement of the reorganization proceedings
(unless specifically permitted by the bankruptcy court) and may not be exercised
at all if, within such 60-day period (or such longer period consented to by the
lessor, conditional vendor or holder of a security interest), the trustee in
reorganization agrees to perform the debtor's obligations that become due on or
after such date and cures all existing defaults (other than defaults resulting
solely from the financial condition, bankruptcy, insolvency or reorganization of
the debtor). "Equipment" is defined in Section 1110, in part, as an aircraft,
aircraft engine, propeller, appliance, or spare part (as defined in Section
40102 of Title 49 of the U.S. Code) that is subject to a security interest
granted by, leased to, or conditionally sold to a debtor that is a citizen of
the United States (as defined in Section 40102 of Title 49 of the U.S. Code)
holding an air carrier operating certificate issued by the Secretary of
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<PAGE> 77
Transportation pursuant to chapter 447 of Title 49 of the U.S. Code for aircraft
capable of carrying ten or more individuals or 6,000 pounds or more of cargo.
It is a condition to the Trustee's obligation to purchase Equipment Notes
with respect to each Aircraft that outside counsel to Continental, which is
expected to be Hughes Hubbard & Reed LLP, provide its opinion to the Trustees
that (x) if such Aircraft is a Leased Aircraft, the Owner Trustee, as lessor
under the Lease for such Aircraft, and the Leased Aircraft Trustee, as assignee
of such Owner Trustee's rights under such Lease pursuant to the related Leased
Aircraft Indenture, will be entitled to the benefits of Section 1110 with
respect to the airframe and engines comprising such Aircraft or (y) if such
Aircraft is an Owned Aircraft, the Owned Aircraft Trustee will be entitled to
the benefits of Section 1110 with respect to the airframe and engines comprising
such Owned Aircraft, in each case so long as Continental continues to be a
"citizen of the United States" as defined in Section 40102 of Title 49 of the
U.S. Code holding an air carrier operating certificate issued by the Secretary
of Transportation pursuant to chapter 447 of Title 49 of the U.S. Code for
aircraft capable of carrying ten or more individuals or 6,000 pounds or more of
cargo. For a description of certain limitations on the Loan Trustee's exercise
of rights contained in the Indenture, see "-- Indenture Defaults, Notice and
Waiver".
The opinion of Hughes Hubbard & Reed LLP will not address the possible
replacement of an Aircraft after an Event of Loss in the future, the
consummation of which is conditioned upon the contemporaneous delivery of an
opinion of counsel to the effect that the related Loan Trustee will be entitled
to Section 1110 benefits with respect to such replacement unless there is a
change in law or court interpretation that results in Section 1110 not being
available. See "-- The Leases and Certain Provisions of the Owned Aircraft
Indentures -- Events of Loss". The opinion of Hughes Hubbard & Reed LLP will
also not address the availability of Section 1110 with respect to any possible
sublessee of a Leased Aircraft subleased by Continental or to any possible
lessee of an Owned Aircraft if it is leased by Continental.
During 1998, the U.S. District Court for the District of Colorado issued
two opinions arising from the bankruptcy proceedings of Western Pacific
Airlines, Inc. relating to Section 1110. The decisions held that, once an
airline debtor reaffirms its obligations and cures its defaults under an
aircraft lease within the prescribed period in accordance with Section 1110, the
lessor under such lease is not entitled to repossess the aircraft under Section
1110 if the airline subsequently defaults under such lease. The opinion of
Hughes Hubbard & Reed LLP will state that, in such firm's opinion, such District
Court cases were incorrectly decided, since they are contrary to the plain
language of Section 1110 that requires the cure of any default (other than
certain defaults relating to the bankruptcy proceedings) and are not limited to
defaults occurring at the commencement of the bankruptcy proceeding. Moreover,
such opinion of Hughes Hubbard & Reed LLP will state that, in such firm's
opinion, such District Court cases are contrary to the clear intent of Congress
in enacting Section 1110, since they would substantially eliminate the benefit
of Section 1110 by giving no effect to rights of repossession under Section 1110
after the initial reaffirmance and cure. Certain parties in the Western Pacific
case have appealed the decisions.
If an Indenture Default under any Indenture occurs and is continuing, any
sums held or received by the related Loan Trustee may be applied to reimburse
such Loan Trustee for any tax, expense or other loss incurred by it and to pay
any other amounts due to such Loan Trustee prior to any payments to holders of
the Equipment Notes issued under such Indenture. (Indentures, Section 3.03)
In the event of bankruptcy, insolvency, receivership or like proceedings
involving an Owner Participant, it is possible that, notwithstanding that the
applicable Leased Aircraft is owned by the related Owner Trustee in trust, such
Leased Aircraft and the related Lease and Equipment Notes might become part of
such proceeding. In such event, payments under such Lease or on such Equipment
Notes might be interrupted and the ability of the related Leased Aircraft
Trustee to exercise its remedies under the related Leased Aircraft Indenture
might be restricted, although such Leased Aircraft Trustee would retain its
status as a secured creditor in respect of the related Lease and the related
Leased Aircraft.
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<PAGE> 78
MODIFICATION OF INDENTURES AND LEASES
Without the consent of holders of a majority in principal amount of the
Equipment Notes outstanding under any Indenture, the provisions of such
Indenture and any related Lease, Participation Agreement or Trust Agreement may
not be amended or modified, except to the extent indicated below.
Subject to certain limitations, certain provisions of any Leased Aircraft
Indenture, and of the Lease, the Participation Agreement, and the Trust
Agreement related thereto, may be amended or modified by the parties thereto
without the consent of any holders of the Equipment Notes outstanding under such
Indenture. In the case of each Lease, such provisions include, among others,
provisions relating to (i) the return to the related Owner Trustee of the
related Leased Aircraft at the end of the term of such Lease (except to the
extent that such amendment would affect the rights or exercise of remedies under
the Lease) and (ii) the renewal of such Lease and the option of Continental at
the end of the term of such Lease to purchase the related Leased Aircraft so
long as the same would not adversely affect the Note Holders. (Leased Aircraft
Indentures, Section 9.01(a)) In addition, any Indenture may be amended without
the consent of the holders of Equipment Notes to, among other things, cure any
defect or inconsistency in such Indenture or the Equipment Notes issued
thereunder, provided that such change does not adversely affect the interests of
any such holder. (Leased Aircraft Indentures, Section 9.01(c); Owned Aircraft
Indentures, Section 10.01)
Without the consent of the liquidity provider and the holder of each
Equipment Note outstanding under any Indenture affected thereby, no amendment or
modification of such Indenture may among other things (a) reduce the principal
amount of, or premium, if any, or interest payable on, any Equipment Notes
issued under such Indenture or change the date on which any principal, premium,
if any, or interest is due and payable, (b) permit the creation of any security
interest with respect to the property subject to the lien of such Indenture,
except as provided in such Indenture, or deprive any holder of an Equipment Note
issued under such Indenture of the benefit of the lien of such Indenture upon
the property subject thereto or (c) modify the percentage of holders of
Equipment Notes issued under such Indenture required to take or approve any
action under such Indenture. (Leased Aircraft Indentures, Section 9.01(b); Owned
Aircraft Indentures, Section 10.01(a))
OWNER PARTICIPANT'S RIGHT TO RESTRUCTURE
Certain Owner Participants will have the right, subject to certain
conditions, to restructure the applicable leveraged lease transaction using a
"cross-border lease", a tax lease or head-lease/sublease structure and any other
type of transaction. In no event, however, shall any such restructuring (i)
change the terms and conditions of the rights and obligations of any holder of
Equipment Notes under the relevant Aircraft Operative Agreements or any holder
of Certificates or (ii) expose any such holder to any additional risks. As a
precondition to any such restructuring, the Owner Participant will be obligated
to deliver to the Leased Aircraft Trustee an appropriate officer's certificate
as to the satisfaction of the foregoing conditions and to obtain a written
confirmation from the Rating Agencies prior to the implementation of such
restructuring to the effect that such restructuring will not adversely affect
the ratings of the Certificates.
INDEMNIFICATION
Continental will be required to indemnify each Loan Trustee, each Owner
Participant, each Owner Trustee, each liquidity provider, the Subordination
Agent, the Escrow Agent and each Trustee, but not the holders of Certificates,
for certain losses, claims and other matters. Continental will be required under
certain circumstances to indemnify each Owner Participant against the loss of
depreciation deductions and certain other benefits allowable for certain income
tax purposes with respect to the related Leased Aircraft.
THE LEASES AND CERTAIN PROVISIONS OF THE OWNED AIRCRAFT INDENTURES
Each Leased Aircraft will be leased to Continental by the relevant Owner
Trustee under the relevant lease agreement (each, a "Lease"). Each Owned
Aircraft will be owned by Continental.
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LEASE TERM RENTALS AND PAYMENTS
Each Leased Aircraft will be leased separately by the relevant Owner
Trustee to Continental for a term commencing on the date on which the Aircraft
is acquired by the Owner Trustee and expiring on a date not earlier than the
latest maturity date of the relevant Equipment Notes, unless terminated prior to
the originally scheduled expiration date as permitted by the applicable Lease.
The semiannual basic rent payment under each Lease is payable by Continental on
each related Lease Payment Date (or, if such day is not a Business Day, on the
next Business Day), and will be assigned by the Owner Trustee under the
corresponding Leased Aircraft Indenture to provide the funds necessary to make
scheduled payments of principal and interest due from the Owner Trustee on the
Equipment Notes issued under such Indenture. In certain cases, the semiannual
basic rent payments under the Leases may be adjusted, but each Lease provides
that under no circumstances will rent payments by Continental be less than the
scheduled payments on the related Equipment Notes. Any balance of each such
semiannual basic rent payment under each Lease, after payment of amounts due on
the Equipment Notes issued under the Indenture corresponding to such Lease, will
be paid over to the Owner Trustee. (Leases, Section 3; Leased Aircraft
Indentures, Section 3.01)
"Lease Payment Date" means, with respect to each Lease, March 15 or
September 15 during the term of such Lease.
Semiannual payments of interest on the Equipment Notes issued by
Continental under an Owned Aircraft Indenture are payable on March 15 and
September 15 of each year, commencing on the first such date after issuance
thereof. Payments of principal of the Equipment Notes issued by Continental
under an Owned Aircraft Indenture will be payable on March 15 and September 15
in certain years or in full on final maturity.
NET LEASE; MAINTENANCE
Under the terms of each Lease, Continental's obligations in respect of each
Leased Aircraft will be those of a lessee under a "net lease". Accordingly,
Continental is obligated under each Lease, among other things and at its
expense, to keep each Aircraft duly registered and insured, to pay all costs of
operating the Aircraft and to maintain, service, repair and overhaul the
Aircraft so as to keep it in as good an operating condition as when delivered to
Continental, ordinary wear and tear excepted, and in such condition as required
to maintain the airworthiness certificate for the Aircraft in good standing at
all times. (Leases, Sections 7.1, 8.1 and 11.1 and Annexes C and D) The Owned
Aircraft Indentures impose comparable maintenance, service and repair
obligations on Continental with respect to the Owned Aircraft. (Owned Aircraft
Indentures, Section 4.02)
POSSESSION, SUBLEASE AND TRANSFER
Each Aircraft may be operated by Continental or, subject to certain
restrictions, by certain other persons. Normal interchange and pooling
agreements customary in the commercial airline industry with respect to any
Airframe or Engine are permitted. Subleases, in the case of Leased Aircraft, and
leases, in the case of Owned Aircraft, are also permitted to U.S. air carriers
and foreign air carriers that have their principal executive office in certain
specified countries, subject to a reasonably satisfactory legal opinion that,
among other things, such country would recognize (in the case of the Leased
Aircraft) Owner Trustee's title to, and the Loan Trustee's security interest in
respect of, the applicable Aircraft. In addition, a sublessee or lessee may not
be subject to insolvency or similar proceedings at the commencement of such
sublease or lease. (Leases, Section 7, Owned Aircraft Indentures, Section 4.02)
Permitted foreign air carriers are not limited to those based in a country that
is a party to the Convention on the International Recognition of Rights in
Aircraft (Geneva 1948) (the "Convention"). It is uncertain to what extent the
relevant Loan Trustee's security interest would be recognized if an Aircraft is
registered or located in a jurisdiction not a party to the Convention. Moreover,
in the case of an Indenture Default, the ability of the related Loan Trustee to
realize upon its security interest in an Aircraft could be adversely affected as
a legal or practical matter if such Aircraft were registered or located outside
the United States.
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REGISTRATION
Continental is required to keep each Aircraft duly registered under the
Transportation Code with the FAA, except (in the case of a Leased Aircraft) if
the relevant Owner Trustee or the relevant Owner Participant fails to meet the
applicable citizenship requirements, and to record each Lease (in the case of a
Leased Aircraft) and Indenture and certain other documents under the
Transportation Code. (Leases, Section 7; Owned Aircraft Indentures, Section
4.02(e)) Such recordation of the Indenture and certain other documents with
respect to each Aircraft will give the relevant Loan Trustee a first-priority,
perfected security interest in such Aircraft whenever it is located in the
United States or any of its territories and possessions. The Convention provides
that such security interest will also be recognized, with certain limited
exceptions, in those jurisdictions that have ratified or adhere to the
Convention.
So long as no Lease Event of Default exists, Continental has the right to
register the Leased Aircraft subject to such Lease in a country other than the
United States at its own expense in connection with a permitted sublease of the
Aircraft to a permitted foreign air carrier, subject to certain conditions set
forth in the related Participation Agreement. These conditions include a
requirement that an opinion of counsel be provided that the lien of the
applicable Indenture will continue as a first priority security interest in the
applicable Aircraft. (Leases, Section 7.1.2; Participation Agreements, Section
7.6.11) The Owned Aircraft Indentures contain comparable provisions with respect
to registration of the Owned Aircraft in connection with a permitted lease of
the Owned Aircraft. (Owned Aircraft Indentures, Section 4.02(e))
LIENS
Continental is required to maintain each Aircraft free of any liens, other
than the rights of the relevant Loan Trustee, the holders of the related
Equipment Notes, Continental and, with respect to a Leased Aircraft, the Owner
Participant and Owner Trustee arising under the applicable Indenture, the Lease
(in the case of a Leased Aircraft) or the other operative documents related
thereto, and other than certain limited liens permitted under such documents,
including but not limited to (i) liens for taxes either not yet due or being
contested in good faith by appropriate proceedings; (ii) materialmen's,
mechanics' and other similar liens arising in the ordinary course of business
and securing obligations that either are not yet delinquent for more than 60
days or are being contested in good faith by appropriate proceedings; (iii)
judgment liens so long as such judgment is discharged or vacated within 60 days
or the execution of such judgment is stayed pending appeal or discharged,
vacated or reversed within 60 days after expiration of such stay; and (iv) any
other lien as to which Continental has provided a bond or other security
adequate in the reasonable opinion of the Owner Trustee; provided that in the
case of each of the liens described in the foregoing clauses (i), (ii) and
(iii), such liens and proceedings do not involve any material risk of the sale,
forfeiture or loss of such Aircraft or the interest of any Participant therein
or impair the lien of the relevant Indenture. (Leases, Section 6; Owned Aircraft
Indentures, Section 4.01)
REPLACEMENT OF PARTS; ALTERATIONS
Continental is obligated to replace all parts at its expense that may from
time to time be incorporated or installed in or attached to any Aircraft and
that may become lost, damaged beyond repair, worn out, stolen, seized,
confiscated or rendered permanently unfit for use. Continental or any permitted
sublessee has the right, at its own expense, to make such alterations,
modifications and additions with respect to each Aircraft as it deems desirable
in the proper conduct of its business and to remove parts which it deems to be
obsolete or no longer suitable or appropriate for use, so long as such
alteration, modification, addition or removal does not materially diminish the
fair market value, utility, condition or useful life of the related Aircraft or
Engine or invalidate the Aircraft's airworthiness certificate. (Leases, Section
8.1 and Annex C; Owned Aircraft Indentures, Section 4.04(d))
INSURANCE
Continental is required to maintain, at its expense (or at the expense of a
permitted lessee, in the case of the Owned Aircraft, or a permitted sublessee,
in the case of a Leased Aircraft), all-risk aircraft
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hull insurance covering each Aircraft, at all times in an amount not less than,
in the case of Leased Aircraft, the stipulated loss value of such Aircraft
(which will exceed the aggregate outstanding principal amount of the Equipment
Notes relating to such Aircraft, together with accrued interest thereon) or, in
the case of Owned Aircraft, the aggregate outstanding principal amount of the
Equipment Notes relating to such Aircraft together with six months of interest
accrued thereon (the "Debt Balance"). However, after giving effect to
self-insurance permitted as described below, the amount payable under such
insurance may be less than such amounts payable with respect to the Equipment
Notes. In the event of a loss involving insurance proceeds in excess of
$3,500,000 per occurrence ($5,000,000 per occurrence in the case of Boeing
757-224 aircraft and $7,500,000 per occurrence in the case of Boeing 777-224
aircraft), such proceeds up to the stipulated loss value or Debt Balance, as the
case may be, of the relevant Aircraft will be payable to the applicable Loan
Trustee, for so long as the relevant Indenture shall be in effect. In the event
of a loss involving insurance proceeds of up to $3,500,000 per occurrence
($5,000,000 per occurrence in the case of Boeing 757-224 aircraft and $7,500,000
per occurrence in the case of Boeing 777-224 aircraft) such proceeds will be
payable directly to Continental so long as an Indenture Event of Default does
not exist with respect to the Owned Aircraft Indenture or (in the case of a
Leased Aircraft) the Owner Trustee or Leased Aircraft Trustee has not notified
the insurance underwriters that a Lease Event of Default exists. So long as the
loss does not constitute an Event of Loss, insurance proceeds will be applied to
repair or replace the property. (Leases, Sections 11 and Annex D; Owned Aircraft
Indentures, Section 4.06 and Annex B)
In addition, Continental is obligated to maintain comprehensive airline
liability insurance at its expense (or at the expense of a permitted lessee, in
the case of an Owned Aircraft, or a permitted sublessee, in the case of a Leased
Aircraft), including, without limitation, passenger liability, baggage
liability, cargo and mail liability, hangarkeeper's liability and contractual
liability insurance with respect to each Aircraft. Such liability insurance must
be underwritten by insurers of nationally or internationally recognized
responsibility. The amount of such liability insurance coverage per occurrence
may not be less than the amount of comprehensive airline liability insurance
from time to time applicable to aircraft owned or leased and operated by
Continental of the same type and operating on similar routes as such Aircraft.
(Leases, Section 11.1 and Annex D, Owned Aircraft Indentures, Section 4.06 and
Annex B)
Continental is also required to maintain war-risk, hijacking or allied
perils insurance if it (or any permitted sublessee or lessee) operates any
Aircraft, Airframe or Engine in any area of recognized hostilities or if
Continental (or any permitted sublessee or lessee) maintains such insurance with
respect to other aircraft operated on the same international routes or areas on
or in which the Aircraft is operated. (Leases, Annex D, Owned Aircraft
Indentures, Section 4.06 and Annex B)
Continental may self-insure under a program applicable to all aircraft in
its fleet, but the amount of such self-insurance in the aggregate may not exceed
50% of the largest replacement value of any single aircraft in Continental's
fleet or 1 1/2% of the average aggregate insurable value (during the preceding
policy year) of all aircraft on which Continental carries insurance, whichever
is less, unless an insurance broker of national standing shall certify that the
standard among all other major U.S. airlines is a higher level of
self-insurance, in which case Continental may self-insure the Aircraft to such
higher level. In addition, Continental may self-insure to the extent of any
applicable deductible per Aircraft that does not exceed industry standards for
major U.S. airlines. (Leases, Section 11.1 and Annex D, Owned Aircraft
Indentures, Section 4.06 and Annex B)
In respect of each Aircraft, Continental is required to name as additional
insured parties the relevant Loan Trustee and holders of the Equipment Notes and
(in the case of the Leased Aircraft) the relevant Owner Participant and Owner
Trustee, in its individual capacity and as owner of such Aircraft, and the
liquidity provider under all liability, hull and property and war risk,
hijacking and allied perils insurance policies required with respect to such
Aircraft. In addition, the insurance policies will be required to provide that,
in respect of the interests of such additional insured persons, the insurance
shall not be invalidated or impaired by any act or omission of Continental, any
permitted sublessee or any other person. (Leases, Annex D, Owned Aircraft
Indentures, Section 4.06 and Annex B)
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LEASE TERMINATION
Unless a Lease Event of Default shall have occurred and be continuing,
Continental may terminate any Lease on any Lease Payment Date occurring after
the fifth anniversary occurred of the date on which such Lease commenced, if it
makes a good faith determination that the Leased Aircraft subject to such Lease
is economically obsolete or surplus to its requirements. Continental is required
to give notice of its intention to exercise its right of termination described
in this paragraph at least 90 days prior to the proposed date of termination,
which notice may be withdrawn up to ten Business Days prior to such proposed
date; provided that Continental may give only five such termination notices. In
such a situation, unless the Owner Trustee elects to retain title to such
Aircraft, Continental is required to use commercially reasonable efforts to sell
such Aircraft as an agent for such Owner Trustee, and Owner Trustee will sell
such Aircraft on the date of termination to the highest cash bidder. If such
sale occurs, the Equipment Notes related thereto are required to be prepaid. If
the net proceeds to be received from such sale are less than the termination
value for such Aircraft (which is set forth in a schedule to each Lease),
Continental is required to pay to the applicable Owner Trustee an amount equal
to the excess, if any, of the applicable termination value for such Aircraft
over such net proceeds. Upon payment of termination value for such Aircraft and
an amount equal to the Make-Whole Premium, if any, payable on such date of
payment, together with certain additional amounts, the lien of the relevant
Indenture will be released, the relevant Lease will terminate, and the
obligation of Continental thereafter to make scheduled rent payments under such
Lease will cease. (Leases, Section 9; Leased Aircraft Indentures, Section
2.10(b))
The Owner Trustee has the option to retain title to the Leased Aircraft if
Continental has given a notice of termination under the Lease. In such event,
such Owner Trustee will pay to the applicable Loan Trustee an amount sufficient
to prepay the outstanding Equipment Notes issued with respect to such Aircraft
(including the Make-Whole Premiums), in which case the lien of the relevant
Indenture will be released, the relevant Lease will terminate and the obligation
of Continental thereafter to make scheduled rent payments under such Lease will
cease. (Leases, Section 9; Leased Aircraft Indentures, Sections 2.06 and
2.10(b))
EVENTS OF LOSS
If an Event of Loss occurs with respect to the Airframe or the Airframe and
Engines of an Aircraft, Continental must elect within 45 days after such
occurrence either to make payment with respect to such Event of Loss or to
replace such Airframe and any such Engines. Not later than the first Business
Day following the earlier of (i) the 120th day following the date of occurrence
of such Event of Loss, and (ii) the fourth Business Day following the receipt of
the insurance proceeds in respect of such Event of Loss, Continental must either
(i) pay to the applicable Owner Trustee (in the case of a Leased Aircraft) or to
the Owned Aircraft Trustee (in the case of the Owned Aircraft) the stipulated
loss value of such Aircraft (in the case of a Leased Aircraft) or the
outstanding principal amount of the Equipment Notes (in the case of an Owned
Aircraft), together with certain additional amounts, but, in any case, without
any Make-Whole Premium or (ii) unless any Lease Event of Default or failure to
pay basic rent under the relevant Lease (in the case of a Leased Aircraft), an
Indenture Event of Default or failure to pay principal or interest under the
Owned Aircraft Indenture (in the case of the Owned Aircraft) or certain
bankruptcy defaults shall have occurred and is continuing, substitute an
airframe (or airframe and one or more engines, as the case may be) for the
Airframe, or Airframe and Engine(s), that suffered such Event of Loss. (Leases,
Sections 10.1.1 and 10.1.2; Leased Aircraft Indentures, Section 2.10(a); Owned
Aircraft Indentures, Sections 2.10 and 4.05(a))
If Continental elects to replace an Airframe (or Airframe and one or more
Engines, as the case may be) that suffered such Event of Loss, it shall, in the
case of a Leased Aircraft, convey to the related Owner Trustee title to an
airframe (or airframe and one or more engines, as the case may be) or, in the
case of an Owned Aircraft, subject such an airframe (or airframe and one or more
engines) to the lien of the Owned Aircraft Indenture, and such replacement
airframe or airframe and engines must be the same model as the Airframe or
Airframe and Engines to be replaced or an improved model, with a value, utility
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and remaining useful life (without regard to hours or cycles remaining until the
next regular maintenance check) at least equal to the Airframe or Airframe and
Engines to be replaced, assuming that such Airframe and such Engines had been
maintained in accordance with the related Lease or Owned Aircraft Indenture, as
the case may be. Continental is also required to provide to the relevant Loan
Trustee and (in the case of a Leased Aircraft) the relevant Owner Trustee and
Owner Participant reasonably acceptable opinions of counsel to the effect, among
other things, that (i) certain specified documents have been duly filed under
the Transportation Code and (ii) such Owner Trustee and Leased Aircraft Trustee
(as assignee of lessor's rights and interests under the Lease), in the case of a
Leased Aircraft, or the Owned Aircraft Trustee, in the case of an Owned
Aircraft, will be entitled to receive the benefits of Section 1110 of the U.S.
Bankruptcy Code with respect to any such replacement airframe (unless, as a
result of a change in law or court interpretation, such benefits are not then
available). (Leases, Sections 10.1.3 and 10.3; Owned Aircraft Indentures,
Section 4.05(c))
If Continental elects not to replace such Airframe, or Airframe and
Engine(s), then upon payment of the outstanding principal amount of the
Equipment Notes issued with respect to such Aircraft (in the case of an Owned
Aircraft) or the stipulated loss value for such Aircraft (in the case of a
Leased Aircraft), together with all additional amounts then due and unpaid with
respect to such Aircraft, which must be at least sufficient to pay in full as of
the date of payment thereof the aggregate unpaid principal amount under such
Equipment Notes together with accrued but unpaid interest thereon and all other
amounts due and owing in respect of such Equipment Notes, the lien of the
Indenture and (in the case of a Leased Aircraft) the Lease relating to such
Aircraft shall terminate with respect to such Aircraft, the obligation of
Continental thereafter to make the scheduled rent payments (in the case of a
Leased Aircraft) or interest and principal payments (in the case of an Owned
Aircraft) with respect thereto shall cease and (in the case of a Leased
Aircraft) the related Owner Trustee shall transfer all of its right, title and
interest in and to the related Aircraft to Continental. The stipulated loss
value and other payments made under the Leases or the Owned Aircraft Indenture,
as the case may be, by Continental shall be deposited with the applicable Loan
Trustee. Amounts in excess of the amounts due and owing under the Equipment
Notes issued with respect to such Aircraft will be distributed by such Loan
Trustee to the applicable Owner Trustee or to Continental, as the case may be.
(Leases, Section 10.1.2; Leased Aircraft Indentures, Sections 2.06 and 3.02;
Owned Aircraft Indentures, Sections 2.10, 3.02 and 4.05(a)(ii))
If an Event of Loss occurs with respect to an Engine alone, Continental
will be required to replace such Engine within 60 days after the occurrence of
such Event of Loss with another engine, free and clear of all liens (other than
certain permitted liens). Such replacement engine shall be the same make and
model as the Engine to be replaced, or an improved model, suitable for
installation and use on the Airframe, and having a value, utility and remaining
useful life (without regard to hours or cycles remaining until overhaul) at
least equal to the Engine to be replaced, assuming that such Engine had been
maintained in accordance with the relevant Lease or Owned Aircraft Indenture, as
the case may be. (Leases, Section 10.2; Owned Aircraft Indentures, Section 4.05)
An "Event of Loss" with respect to an Aircraft, Airframe or any Engine
means any of the following events with respect to such property:
- The destruction of such property, damage to such property beyond economic
repair or rendition of such property permanently unfit for normal use.
- The actual or constructive total loss of such property or any damage to
such property or requisition of title or use of such property which
results in an insurance settlement with respect to such property on the
basis of a total loss or a constructive or compromised total loss.
- Any theft, hijacking or disappearance of such property for a period of
180 consecutive days or more.
- Any seizure, condemnation, confiscation, taking or requisition of title
to such property by any governmental entity or purported governmental
entity (other than a U.S. government entity or an
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entity of the country of registration of the relevant Aircraft) for a
period exceeding 180 consecutive days or, if earlier, at the end of the
term of such Lease (in the case of a Leased Aircraft).
- In the case of any Leased Aircraft, any seizure, condemnation,
confiscation, taking or requisition of use of such property by any U.S.
government entity (or governmental entity of the country of registration
of the relevant Aircraft) that continues until the 30th day after the
last day of the term of the relevant Lease (unless the Owner Trustee
shall have elected not to treat such event as an Event of Loss).
- As a result of any law, rule, regulation, order or other action by the
FAA or any governmental entity, the use of such property in the normal
course of Continental's business of passenger air transportation is
prohibited for 180 consecutive days, unless Continental, prior to the
expiration of such 180-day period, shall have undertaken and shall be
diligently carrying forward steps which are necessary or desirable to
permit the normal use of such property by Continental, but in any event
if such use shall have been prohibited for a period of two consecutive
years, provided that no Event of Loss shall be deemed to have occurred if
such prohibition has been applicable to Continental's entire U.S.
registered fleet of similar property and Continental, prior to the
expiration of such two-year period, shall have conformed at least one
unit of such property in its fleet to the requirements of any such law,
rule, regulation, order or other action and commenced regular commercial
use of the same and shall be diligently carrying forward, in a manner
which does not discriminate against applicable property in so conforming
such property, steps which are necessary or desirable to permit the
normal use of such property by Continental, but in any event if such use
shall have been prohibited for a period of three years or, in the case of
the Leased Aircraft, such use shall be prohibited at the expiration of
the term of the relevant Lease.
- With respect to any Engine, any divestiture of title to such Engine in
connection with pooling or certain other arrangements shall be treated as
an Event of Loss. (Leases, Section 7.2.6 and Annex A; Owned Aircraft
Indentures, Annex A)
RENEWAL AND PURCHASE OPTIONS
At the end of the term of each Lease after final maturity of the related
Equipment Notes and subject to certain conditions, Continental will have certain
options to renew such Lease for additional limited periods. In addition,
Continental will have the right at the end of the term of each Lease to purchase
the Aircraft subject thereto for an amount to be calculated in accordance with
the terms of such Lease. (Leases, Section 17)
In addition, Continental may have the right to purchase an Aircraft from
the applicable Owner Trustee and assume, as direct obligations of Continental,
the Equipment Notes issued with respect to such Aircraft. In such case, the
Leased Aircraft Indenture relating to such Equipment Notes will be amended and
restated to be substantially the same as an Owned Aircraft Indenture. See
"Certain U.S. Federal Income Tax Consequences -- Taxation of Certificateholders
Generally -- Trusts Classified as Grantor Trusts" for a discussion of certain
tax consequences of such purchase and assumption.
EVENTS OF DEFAULT UNDER THE LEASES
Lease Events of Default under each Lease include, among other things:
- Failure by Continental to make any payment of basic rent, stipulated loss
value or termination value under such Lease within ten Business Days
after the same shall have become due, or failure by Continental to pay
any other amount due under such Lease or under any other related
operative document within ten Business Days from and after the date of
any written notice from the Owner Trustee or Loan Trustee of the failure
to make such payment when due.
- Failure by Continental to make any excluded payment (as defined) within
ten Business Days after written notice that such failure constitutes a
Lease Event of Default is given by the relevant Owner Participant to
Continental and the relevant Loan Trustee.
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- Failure by Continental to carry and maintain insurance on and in respect
of the Aircraft, Airframe and Engines, in accordance with the provisions
of such Lease.
- Failure by Continental to perform or observe in any material respect any
other covenant or agreement to be performed or observed by it under such
Lease or the related Participation Agreement or certain other related
operative documents (other than the related tax indemnity agreement
between Continental and the Owner Participant), and such failure shall
continue unremedied for a period of 30 days after written notice of such
failure by the applicable Owner Trustee or Loan Trustee unless such
failure is capable of being corrected and Continental shall be diligently
proceeding to correct such failure, in which case there shall be no Lease
Event of Default unless and until such failure shall continue unremedied
for a period of 270 days after the receipt of such notice.
- Any representation or warranty made by Continental in such Lease or the
related Participation Agreement or in certain other related operative
documents (other than in the related tax indemnity agreement between
Continental and the Owner Participant) shall prove to have been untrue or
inaccurate in any material respect at the time made, such representation
or warranty is material at the time in question and the same shall remain
uncured (to the extent of the adverse impact thereof) for more than 30
days after the date of written notice thereof to Continental.
- The occurrence of certain voluntary events of bankruptcy, reorganization
or insolvency of Continental or the occurrence of involuntary events of
bankruptcy, reorganization or insolvency which shall continue
undismissed, unvacated or unstayed for a period of 90 days. (Leases,
Section 14)
Indenture Events of Default under the Owned Aircraft Indentures are
discussed above under "-- Indenture Defaults, Notice and Waiver".
REMEDIES EXERCISABLE UPON EVENTS OF DEFAULT UNDER THE LEASE
If a Lease Event of Default has occurred and is continuing, the applicable
Owner Trustee may (or, so long as the Indenture shall be in effect, the
applicable Loan Trustee may, subject to the terms of the Indenture) exercise one
or more of the remedies provided in such Lease with respect to the related
Aircraft. These remedies include the right to repossess and use or operate such
Aircraft, to rescind or terminate such Lease, to sell or re-lease such Aircraft
free and clear of Continental's rights, except as set forth in the Lease, and
retain the proceeds, and to require Continental to pay, as liquidated damages
any due and unpaid basic rent plus an amount equal to, at such Owner Trustee's
(or, subject to the terms of the relevant Leased Aircraft Indenture, the Leased
Aircraft Trustee's) option, either (i) the excess of the present value of all
unpaid rent during the remainder of the term of such Lease over the present
value of the fair market rental value of such Aircraft for the remainder of the
term of such Lease or, (ii) the excess of the stipulated loss value of such
Aircraft over the fair market sales value of such Aircraft or, if such Aircraft
has been sold, the net sales proceeds from the sale of such Aircraft. (Leases,
Section 15; Leased Aircraft Indentures, Section 4.04) If the Loan Trustee has
validly terminated such Lease, the Loan Trustee may not sell or lease or
otherwise afford the use of such Aircraft to Continental or any of its
affiliates. (Leased Aircraft Indentures, Section 4.04(a))
Remedies under the Owned Aircraft Indentures are discussed above under
"-- Remedies".
TRANSFER OF OWNER PARTICIPANT INTERESTS
Subject to certain restrictions, each Owner Participant may transfer all or
any part of its interest in the related Leased Aircraft. (Participation
Agreements, Section 10.1.1)
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CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES
GENERAL
The following summary describes all material generally applicable U.S.
federal income tax consequences to Certificateholders of the purchase, ownership
and disposition of the Certificates offered hereby and in the opinion of Hughes
Hubbard & Reed LLP, special tax counsel to Continental ("Tax Counsel"), is
accurate in all material respects with respect to the matters discussed therein.
This summary supplements (and, to the extent inconsistent therewith, replaces)
the summary of U.S. federal income tax consequences set forth in the Prospectus.
Except as otherwise specified, the summary is addressed to beneficial owners of
Certificates ("U.S. Certificateholders") that are citizens or residents of the
United States, corporations, partnerships or other entities created or organized
in or under the laws of the United States or any state therein, estates the
income of which is subject to U.S. federal income taxation regardless of its
source, or trusts that meet the following two tests: (a) a U.S. court is able to
exercise primary supervision over the administration of the trust and (b) one or
more U.S. fiduciaries have the authority to control all substantial decisions of
the trust ("U.S. Persons") that will hold the Certificates as capital assets.
This summary does not address the tax treatment of U.S. Certificateholders that
may be subject to special tax rules, such as banks, insurance companies, dealers
in securities or commodities, tax-exempt entities, holders that will hold
Certificates as part of a straddle or holders that have a "functional currency"
other than the U.S. Dollar, nor, except as specifically indicated, does it
address the tax treatment of U.S. Certificateholders that do not acquire
Certificates at the public offering price as part of the initial offering. The
summary does not purport to be a comprehensive description of all of the tax
considerations that may be relevant to a decision to purchase Certificates. This
summary does not describe any tax consequences arising under the laws of any
state, locality or taxing jurisdiction other than the United States.
The summary is based upon the tax laws and practice of the United States as
in effect on the date of this Prospectus Supplement, as well as judicial and
administrative interpretations thereof (in final or proposed form) available on
or before such date. All of the foregoing are subject to change, which change
could apply retroactively. Prospective investors should note that no rulings
have been sought from the U.S. Internal Revenue Service (the "IRS") with respect
to the tax consequences described below, and no assurance can be given that the
IRS will not take contrary positions. The Trusts are not indemnified for any
U.S. federal income taxes that may be imposed upon them, and the imposition of
any such taxes on a Trust could result in a reduction in the amounts available
for distribution to the Certificateholders of such Trust. PROSPECTIVE INVESTORS
SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE FEDERAL, STATE, LOCAL
AND FOREIGN TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION
OF THE CERTIFICATES.
TAX STATUS OF THE TRUSTS
In the opinion of Tax Counsel, while there is no authority addressing the
characterization of entities that are similar to the Trusts in all material
respects, each of the Original Trusts should be classified as a grantor trust
for U.S. federal income tax purposes. If, as may be the case, the Original
Trusts are not classified as grantor trusts, they will, in the opinion of Tax
Counsel, be classified as partnerships for U.S. federal income tax purposes and
will not be classified as publicly traded partnerships taxable as corporations
provided that at least 90% of each Original Trust's gross income for each
taxable year of its existence is "qualifying income" (which is defined to
include, among other things, interest income, gain from the sale or disposition
of capital assets held for the production of interest income, and income derived
with respect to a business of investing in securities). Tax Counsel believes
that income derived by the Original Trusts from the Equipment Notes will
constitute qualifying income and that the Original Trusts therefore will meet
the 90% test, assuming that the Original Trusts operate in accordance with the
terms of the Pass Through Trust Agreements and other agreements to which they
are parties. In the opinion of Tax Counsel, the Successor Trusts will be
classified as grantor trusts.
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TAXATION OF CERTIFICATEHOLDERS GENERALLY
TRUSTS CLASSIFIED AS GRANTOR TRUSTS
Assuming that a Trust is classified as a grantor trust, a U.S.
Certificateholder will be treated as owning its pro rata undivided interest in
the relevant Deposits and each of the Equipment Notes, the Trust's contractual
rights and obligations under the Note Purchase Agreement, and any other property
held by the Trust. Accordingly, each U.S. Certificateholder's share of interest
paid on Equipment Notes will be taxable as ordinary income, as it is paid or
accrued, in accordance with such U.S. Certificateholder's method of accounting
for U.S. federal income tax purposes, and a U.S. Certificateholder's share of
premium, if any, paid on redemption of an Equipment Note will be treated as
capital gain. The Deposits will likely be subject to the original issue discount
and contingent payment rules, with the result that a U.S. Certificateholder will
be required to include interest income from a Deposit using the accrual method
of accounting regardless of its normal method and with a possible slight
deferral in the timing of income recognition as compared to holding a single
debt instrument with terms comparable to a Certificate. Any amounts received by
a Trust under a Liquidity Facility in order to make interest payments will be
treated for U.S. federal income tax purposes as having the same characteristics
as the payments they replace.
An Owner Participant's conveyance of its interest in an owner trust should
not constitute a taxable event to U.S. Certificateholders. However, if
Continental were to assume an owner trust's obligations under the related
Equipment Notes upon a purchase of a Leased Aircraft by Continental, such
assumption would be treated for federal income tax purposes as a taxable
exchange by U.S. Certificateholders of the Equipment Notes for "new" Equipment
Notes resulting in the recognition of taxable gain or loss equal to the
difference between the U.S. Certificateholder's adjusted basis in its interest
in the Equipment Note and the amount realized on such exchange (except to the
extent attributable to accrued interest, which would be taxable as interest
income if not previously included in income). For this purpose the amount
realized (and the issue price of the "new" Equipment Note) would be equal to the
fair market value of the U.S. Certificateholder's pro rata share of the
respective Equipment Note at such time if the Equipment Notes are "publicly
traded" within the meaning of applicable regulations and otherwise would be
equal to their principal amount (or, under certain circumstances, a lesser
imputed principal amount).
In the case of a subsequent purchaser of a Certificate, the purchase price
for the Certificate should be allocated among the relevant Deposits and the
assets held by the relevant Trust (including the Equipment Notes and the rights
and obligations under the Note Purchase Agreement with respect to Equipment
Notes not theretofore issued) in accordance with their relative fair market
values at the time of purchase. Any portion of the purchase price allocable to
the right and obligation under the Note Purchase Agreement to acquire an
Equipment Note should be included in the purchaser's basis in its share of the
Equipment Note when issued. Although the matter is not entirely clear, in the
case of a purchaser after initial issuance of the Certificates but prior to the
Delivery Period Termination Date, if the purchase price reflects a "negative
value" associated with the obligation to acquire an Equipment Note pursuant to
the Note Purchase Agreement being burdensome under conditions existing at the
time of purchase (e.g., as a result of the interest rate on the unissued
Equipment Notes being below market at the time of purchase of a Certificate),
such negative value probably would be added to such purchaser's basis in its
interest in the Deposits and the remaining assets of the Trust and reduce such
purchaser's basis in its share of the Equipment Notes when issued. The preceding
two sentences do not apply to purchases of Certificates following the Delivery
Period Termination Date.
A U.S. Certificateholder who is treated as purchasing an interest in a
Deposit or an Equipment Note at a market discount (generally, at a cost less
than its remaining principal amount) that exceeds a statutorily defined de
minimis amount will be subject to the "market discount" rules of the Code. These
rules provide, in part, that gain on the sale or other disposition of a debt
instrument with a term of more than one year and partial principal payments
(including partial redemptions) on such a debt instrument are treated as
ordinary income to the extent of accrued but unrecognized market discount. The
market discount rules also provide for deferral of interest deductions with
respect to debt incurred to purchase or carry a debt instrument that has market
discount. A U.S. Certificateholder who purchases an interest in a
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Deposit or an Equipment Note at a premium may elect to amortize the premium as
an offset to interest income on the Deposit or Equipment Note under rules
prescribed by the Code and Treasury regulations promulgated under the Code.
Each U.S. Certificateholder will be entitled to deduct, consistent with its
method of accounting, its pro rata share of fees and expenses paid or incurred
by the corresponding Trust as provided in Section 162 or 212 of the Code.
Certain fees and expenses, including fees paid to the Trustee and the Liquidity
Provider, will be borne by parties other than the Certificateholders. It is
possible that such fees and expenses will be treated as constructively received
by the Trust, in which event a U.S. Certificateholder will be required to
include in income and will be entitled to deduct its pro rata share of such fees
and expenses. If a U.S. Certificateholder is an individual, estate or trust, the
deduction for such holder's share of such fees or expenses will be allowed only
to the extent that all of such holder's miscellaneous itemized deductions,
including such holder's share of such fees and expenses, exceed 2% of such
holder's adjusted gross income. In addition, in the case of U.S.
Certificateholders who are individuals, certain otherwise allowable itemized
deductions will be subject generally to additional limitations on itemized
deductions under applicable provisions of the Code.
ORIGINAL TRUSTS CLASSIFIED AS PARTNERSHIPS
If an Original Trust is classified as a partnership (and not as a publicly
traded partnership taxable as a corporation) for U.S. federal income tax
purposes, income or loss with respect to the assets held by the Trust will be
calculated at the Trust level but the Trust itself will not be subject to U.S.
federal income tax. A U.S. Certificateholder would be required to report its
share of the Trust's items of income and deduction on its tax return for its
taxable year within which the Trust's taxable year (which should be a calendar
year) ends as well as income from its interest in the relevant Deposits. A U.S.
Certificateholder's basis in its interest in the Trust would be equal to its
purchase price therefor (including its share of any funds withdrawn from the
Depositary and used to purchase Equipment Notes), plus its share of the Trust's
net income, minus its share of any net losses of the Trust, and minus the amount
of any distributions from the Trust. In the case of an original purchaser of a
Certificate that is a calendar year taxpayer, income or loss generally should be
the same as it would be if the Trust were classified as a grantor trust, except
that income or loss would be reported on an accrual basis even if the U.S.
Certificateholder otherwise uses the cash method of accounting. A subsequent
purchaser, however, generally would be subject to tax on the same basis as an
original holder with respect to its interest in the Original Trust, and would
not be subject to the market discount rules or the bond premium rules during the
duration of the Original Trust.
EFFECT OF REALLOCATION OF PAYMENTS UNDER THE INTERCREDITOR AGREEMENT
In the event that the Class B Trust, the Class C-1 Trust or the Class C-2
Trust (such Trusts being the "Subordinated Trusts" and the related Certificates
being the "Subordinated Certificates") receives less than the full amount of the
receipts of interest, principal or premium paid with respect to the Equipment
Notes held by it (any shortfall in such receipts being the "Shortfall Amounts")
because of the subordination of the Equipment Notes held by such Trust under the
Intercreditor Agreement, the corresponding owners of beneficial interests in the
Subordinated Certificates (the "Subordinated Certificateholders") would probably
be treated for federal income tax purposes as if they had (1) received as
distributions their full share of such receipts, (2) paid over to the relevant
preferred class of Certificateholders an amount equal to their share of such
Shortfall Amount, and (3) retained the right to reimbursement of such amounts to
the extent of future amounts payable to such Subordinated Certificateholders
with respect to such Shortfall Amount.
Under this analysis, (1) Subordinated Certificateholders incurring a
Shortfall Amount would be required to include as current income any interest or
other income of the corresponding Subordinated Trust that was a component of the
Shortfall Amount, even though such amount was in fact paid to the relevant
preferred class of Certificateholders, (2) a loss would only be allowed to such
Subordinated Certificateholders when their right to receive reimbursement of
such Shortfall Amount becomes worthless (i.e., when it becomes clear that funds
will not be available from any source to reimburse such loss), and (3)
reimbursement of such Shortfall Amount prior to such a claim of worthlessness
would not be taxable
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income to Subordinated Certificateholders because such amount was previously
included in income. These results should not significantly affect the inclusion
of income for Subordinated Certificateholders on the accrual method of
accounting, but could accelerate inclusion of income to Subordinated
Certificateholders on the cash method of accounting by, in effect, placing them
on the accrual method.
Similar treatment would apply if the Class A-1 Trust, the Class A-2 Trust,
the Class C-1 Trust or the Class C-2 Trust receives less than the full amount of
the receipts of interest, principal or premium paid with respect to the
Equipment Notes held by it because of the provisions in the Intercreditor
Agreement requiring that distributions be allocated on a pro rata basis between
Trusts of equal seniority.
DISSOLUTION OF ORIGINAL TRUSTS AND FORMATION OF NEW TRUSTS
Assuming that the Original Trusts are classified as grantor trusts, the
dissolution of an Original Trust and distribution of interests in the related
Successor Trust will not be a taxable event to U.S. Certificateholders, who will
continue to be treated as owning their shares of the property transferred from
the Original Trust to the Successor Trust. If the Original Trusts are classified
as partnerships, a U.S. Certificateholder will be deemed to receive its share of
the Equipment Notes and any other property transferred by the Original Trust to
the Successor Trust in liquidation of its interest in the Original Trust in a
non-taxable transaction. In such case, the U.S. Certificateholder's basis in the
property so received will be equal to its basis in its interest in the Original
Trust, allocated among the various assets received based upon their bases in the
hands of the Original Trust and any unrealized appreciation or depreciation in
value in such assets, and the U.S. Certificateholder's holding period for the
Equipment Notes and other property will include the Original Trust's holding
period.
SALE OR OTHER DISPOSITION OF THE CERTIFICATES
Upon the sale, exchange or other disposition of a Certificate, a U.S.
Certificateholder generally will recognize capital gain or loss (subject to the
possible recognition of ordinary income under the market discount rules) equal
to the difference between the amount realized on the disposition (other than any
amount attributable to accrued interest which will be taxable as ordinary income
and any amount attributable to any Deposits) and the U.S. Certificateholder's
adjusted tax basis in the Note Purchase Agreement, Equipment Notes and any other
property held by the corresponding Trust. Any gain or loss will be long-term
capital gain or loss to the extent attributable to property held by the Trust
for more than one year. In the case of individuals, estates and trusts, the
maximum rate of tax on net long-term capital gains generally is 20%. Any gain
with respect to an interest in a Deposit likely will be treated as ordinary
income. Notwithstanding the foregoing, if the Original Trusts are classified as
partnerships, gain or loss with respect to an interest in an Original Trust will
be calculated and characterized by reference to the U.S. Certificateholder's
adjusted tax basis and holding period for its interest in the Original Trust.
FOREIGN CERTIFICATEHOLDERS
Subject to the discussion of backup withholding below, payments of
principal and interest on the Equipment Notes to, or on behalf of, any
beneficial owner of a Certificate that is not a U.S. Person (a "Non-U.S.
Certificateholder") will not be subject to U.S. federal withholding tax;
provided, in the case of interest, that (i) such Non-U.S. Certificateholder does
not actually or constructively own 10% or more of the total combined voting
power of all classes of Continental or any Owner Participant or any transferee
of such Owner Participant's interest in the relevant owner trust, (ii) such
Non-U.S. Certificateholder is not a controlled foreign corporation for U.S. tax
purposes that is related to Continental or any Owner Participant or any
transferee of such Owner Participant's interest in the relevant owner trust and
(iii) certain certification requirements (including identification of the
beneficial owner of the Certificate) are complied with.
Any capital gain realized upon the sale, exchange, retirement or other
disposition of a Certificate or upon receipt of premium paid on an Equipment
Note by a Non-U.S. Certificateholder will not be subject to U.S. federal income
or withholding taxes if (i) such gain is not effectively connected with a U.S.
trade or business of the holder and (ii) in the case of an individual, such
holder is not present in the United States for 183 days or more in the taxable
year of the sale, exchange, retirement or other disposition or receipt.
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BACKUP WITHHOLDING
Payments made on the Certificates and proceeds from the sale of
Certificates will not be subject to a backup withholding tax of 31% unless, in
general, the Certificateholder fails to comply with certain reporting procedures
or otherwise fails to establish an exemption from such tax under applicable
provisions of the Code.
CERTAIN DELAWARE TAXES
The Trustee is a Delaware banking corporation with its corporate trust
office in Delaware. In the opinion of Richards, Layton & Finger, Wilmington,
Delaware, counsel to the Trustee, under currently applicable law, assuming that
the Trusts will not be taxable as corporations, but, rather, will be classified
as grantor trusts under subpart E, Part I of Subchapter J of the Code or as
partnerships under Subchapter K of the Code, (i) the Trusts will not be subject
to any tax (including, without limitation, net or gross income, tangible or
intangible property, net worth, capital, franchise or doing business tax), fee
or other governmental charge under the laws of the State of Delaware or any
political subdivision thereof and (ii) Certificateholders that are not residents
of or otherwise subject to tax in Delaware will not be subject to any tax
(including, without limitation, net or gross income, tangible or intangible
property, net worth, capital, franchise or doing business tax), fee or other
governmental charge under the laws of the State of Delaware or any political
subdivision thereof as a result of purchasing, holding (including receiving
payments with respect to) or selling a Certificate.
Neither the Trusts nor the Certificateholders will be indemnified for any
state or local taxes imposed on them, and the imposition of any such taxes on a
Trust could result in a reduction in the amounts available for distribution to
the Certificateholders of such Trust. In general, should a Certificateholder or
any Trust be subject to any state or local tax which would not be imposed if the
Trustee were located in a different jurisdiction in the United States, the
Trustee will resign and a new Trustee in such other jurisdiction will be
appointed.
CERTAIN ERISA CONSIDERATIONS
The Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
imposes certain requirements on employee benefit plans subject to Title I of
ERISA ("ERISA Plans"), and on those persons who are fiduciaries with respect to
ERISA Plans. Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including, but not limited to, the requirement of investment
prudence and diversification and the requirement that an ERISA Plan's
investments be made in accordance with the documents governing the Plan.
Section 406 of ERISA and Section 4975 of the Code prohibit certain
transactions involving the assets of an ERISA Plan (as well as those plans that
are not subject to ERISA but which are subject to Section 4975 of the Code, such
as individual retirement accounts (together with ERISA Plans, "Plans")) and
certain persons (referred to as "parties in interest" or "disqualified persons")
having certain relationships to such Plans, unless a statutory or administrative
exemption is applicable to the transaction. A party in interest or disqualified
person who engages in a prohibited transaction may be subject to excise taxes
and other penalties and liabilities under ERISA and the Code.
The Department of Labor has promulgated a regulation, 29 CFR Section
2510.3-101 (the "Plan Asset Regulation"), describing what constitutes the assets
of a Plan with respect to the Plan's investment in an entity for purposes of
ERISA and Section 4975 of the Code. Under the Plan Asset Regulation, if a Plan
invests (directly or indirectly) in a Certificate, the Plan's assets will
include both the Certificate and an undivided interest in each of the underlying
assets of the corresponding Trust, including the Equipment Notes held by such
Trust, unless it is established that equity participation in the Trust by
benefit plan investors (including but not limited to Plans and entities whose
underlying assets include Plan assets by reason of an employee benefit plan's
investment in the entity) is not "significant" within the meaning of the Plan
Asset Regulation. In this regard, the extent to which there is equity
participation in a particular Trust by, or on behalf of, employee benefit plans
will not be monitored. If the assets of a Trust are deemed to constitute the
assets of a Plan, transactions involving the assets of such Trust could be
subject
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to the prohibited transaction provisions of ERISA and Section 4975 of the Code
unless a statutory or administrative exemption is applicable to the transaction.
The fiduciary of a Plan that proposes to purchase and hold any Certificates
should consider, among other things, whether such purchase and holding may
involve (i) the direct or indirect extension of credit to a party in interest or
a disqualified person, (ii) the sale or exchange of any property between a Plan
and a party in interest or a disqualified person, and (iii) the transfer to, or
use by or for the benefit of, a party in interest or a disqualified person, of
any Plan assets. Such parties in interest or disqualified persons could include,
without limitation, Continental and its affiliates, the Owner Participants, the
Underwriters, the Trustees, the Escrow Agent, the Depositary, the Owner Trustees
and the Liquidity Provider. In addition, whether or not the assets of a Trust
are deemed to be Plan assets under the Plan Asset Regulation, if Certificates
are purchased by a Plan and Certificates of a subordinate Class are held by a
party in interest or a disqualified person with respect to such Plan, the
exercise by the holder of the subordinate Class of Certificates of its right to
purchase the senior Classes of Certificates upon the occurrence and during the
continuation of a Triggering Event could be considered to constitute a
prohibited transaction unless a statutory or administrative exemption were
applicable. Depending on the identity of the Plan fiduciary making the decision
to acquire or hold Certificates on behalf of a Plan, Prohibited Transaction
Class Exemption ("PTCE") 91-38 (relating to investments by bank collective
investment funds), PTCE 84-14 (relating to transactions effected by a "qualified
professional asset manager"), PTCE 95-60 (relating to investments by an
insurance company general account), PTCE 96-23 (relating to transactions
directed by an in-house professional asset manager) or PTCE 90-1 (relating to
investments by insurance company pooled separate accounts) (collectively, the
"Class Exemptions") could provide an exemption from the prohibited transaction
provisions of ERISA and Section 4975 of the Code. However, there can be no
assurance that any of these Class Exemptions or any other exemption will be
available with respect to any particular transaction involving the Certificates.
Governmental plans and certain church plans, while not subject to the
fiduciary responsibility provisions of ERISA or the prohibited transaction
provisions of ERISA and Section 4975 of the Code, may nevertheless be subject to
state or other federal laws that are substantially similar to the foregoing
provisions of ERISA and the Code. Fiduciaries of any such plans should consult
with their counsel before purchasing any Certificates.
Any Plan fiduciary which proposes to cause a Plan to purchase any
Certificates should consult with its counsel regarding the applicability of the
fiduciary responsibility and prohibited transaction provisions of ERISA and
Section 4975 of the Code to such an investment, and to confirm that such
purchase and holding will not constitute or result in a non-exempt prohibited
transaction or any other violation of an applicable requirement of ERISA.
In addition to the Class Exemptions referred to above, an individual
exemption may apply to the purchase, holding and secondary market sale of Class
A-1 Certificates and Class A-2 Certificates by Plans, provided that certain
specified conditions are met. In particular, the Department of Labor has issued
individual administrative exemptions to the Underwriters which are substantially
the same as the administrative exemptions issued to The First Boston
Corporation, Prohibited Transaction Exemption 89-90 (54 Fed. Reg. 42,597
(1989)), as amended, and Morgan Stanley & Co. Incorporated, Prohibited
Transaction Exemption 90-24 (55 Fed. Reg. 20,548 (1990)), as amended (together,
the "Underwriter Exemption"). The Underwriter Exemption generally exempts from
the application of certain, but not all, of the prohibited transaction
provisions of Section 406 of ERISA and Section 4975 of the Code certain
transactions relating to the initial purchase, holding and subsequent secondary
market sale of pass through certificates which represent an interest in a trust
that holds secured credit instruments that bear interest or are purchased at a
discount in transactions by or between business entities (including equipment
notes secured by leases) and certain other assets, provided that certain
conditions set forth in the Underwriter Exemption are satisfied.
The Underwriter Exemption sets forth a number of general and specific
conditions which must be satisfied for a transaction involving the initial
purchase, holding or secondary market sale of certificates representing a
beneficial ownership interest in a trust to be eligible for exemptive relief
thereunder. In
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particular, the Underwriter Exemption requires that the acquisition of
certificates by a Plan be on terms that are at least as favorable to the Plan as
they would be in an arm's-length transaction with an unrelated party; the rights
and interests evidenced by the certificates not be subordinated to the rights
and interests evidenced by other certificates of the same trust estate; the
certificates at the time of acquisition by the Plan be rated in one of the three
highest generic rating categories by Moody's, Standard & Poor's, Duff & Phelps
Inc. or Fitch Investors Service, Inc.; and the investing Plan be an accredited
investor as defined in Rule 501(a)(1) of Regulation D of the Commission under
the Securities Act of 1933, as amended.
In addition, the trust corpus generally must be invested in qualifying
receivables, such as the Equipment Notes, but may not in general include a
pre-funding account (except for a limited amount of pre-funding which is
invested in qualifying receivables within a limited period of time following the
closing not to exceed three months).
With respect to the investment restrictions set forth in the Underwriter
Exemption, an investment in a Certificate will evidence both an interest in the
respective Original Trust as well as an interest in the Deposits held in escrow
by an Escrow Agent for the benefit of the Certificateholder. Under the terms of
the Escrow Agreements, the proceeds from the Offering of the Certificates of
each Class will be paid over by the Underwriters to the Depositary on behalf of
the Escrow Agent (for the benefit of such Certificateholders as the holders of
the Escrow Receipts) and will not constitute property of the Original Trusts.
Under the terms of each Escrow Agreement, the Escrow Agent will be irrevocably
instructed to enter into the Deposit Agreements with the Depositary and to
effect withdrawals upon the receipt of appropriate notice from the relevant
Trustee so as to enable such Trustee to purchase the identified Equipment Notes
on the terms and conditions set forth in the Note Purchase Agreement. Interest
on the Deposits relating to each Trust will be paid to the Certificateholders of
such Trust as Receiptholders through a Paying Agent appointed by the Escrow
Agent. Pending satisfaction of such conditions and withdrawal of such Deposits,
the Escrow Agent's rights with respect to the Deposits will remain plan assets
subject to the fiduciary responsibility and prohibited transaction provisions of
ERISA and Section 4975 of the Code.
There can be no assurance that the Department of Labor would determine that
the Underwriter Exemption would be applicable to Class A-1 Certificates and
Class A-2 Certificates in these circumstances. In particular, the Department of
Labor might assert that the escrow arrangement is tantamount to an impermissible
pre-funding rendering the Underwriter Exemption inapplicable. In addition, even
if all of the conditions of the Underwriter Exemption are satisfied with respect
to the Class A-1 Certificates and Class A-2 Certificates, no assurance can be
given that the Underwriter Exemption would apply with respect to all
transactions involving the Class A-1 Certificates or the Class A-2 Certificates
or the assets of the Class A-1 Trust or the Class A-2 Trust. In particular, it
appears that the Underwriter Exemption would not apply to the purchase by Class
B Certificateholders, Class C-1 Certificateholders or Class C-2
Certificateholders of Class A-1 Certificates or Class A-2 Certificates in
connection with the exercise of their rights upon the occurrence and during the
continuance of a Triggering Event. Therefore, the fiduciary of a Plan
considering the purchase of a Class A-1 Certificate or Class A-2 Certificate
should consider the availability of the exemptive relief provided by the
Underwriter Exemption, as well as the availability of any other exemptions that
may be applicable, such as the Class Exemptions.
The Underwriter Exemption does not apply to the Class B, Class C-1 or Class
C-2 Certificates. Therefore, the fiduciary of a Plan considering the purchase of
a Class B, Class C-1 or Class C-2 Certificate should consider the availability
of other exemptions, such as the Class Exemptions.
Each person who acquires or accepts a Certificate or an interest therein,
will be deemed by such acquisition or acceptance to have represented and
warranted that either: (i) no Plan assets have been used to purchase such
Certificate or an interest therein or (ii) the purchase and holding of such
Certificate or an interest therein are exempt from the prohibited transaction
restrictions of ERISA and the Code pursuant to one or more prohibited
transaction statutory or administrative exemptions.
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UNDERWRITING
Under the terms and subject to the conditions contained in an underwriting
agreement dated June , 1999, the Underwriters named below (collectively, the
"Underwriters") have agreed with the Company to purchase from the Trustee the
following respective principal amounts of the Class A-1, Class A-2, Class B,
Class C-1 and Class C-2 Certificates.
<TABLE>
<CAPTION>
PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL PRINCIPAL
AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF AMOUNT OF
CLASS A-1 CLASS A-2 CLASS B CLASS C-1 CLASS C-2
UNDERWRITER CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES CERTIFICATES
- ----------- ------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Credit Suisse First Boston
Corporation................ $ $ $ $ $
Morgan Stanley & Co.
Incorporated...............
Goldman, Sachs & Co..........
Salomon Smith Barney Inc.....
------------ ------------ ------------ ----------- -----------
Total.............. $304,842,806 $192,425,426 $111,077,763 $52,966,067 $80,575,579
============ ============ ============ =========== ===========
</TABLE>
The underwriting agreement provides that the Underwriters will be obligated
to purchase all of the Certificates if any are purchased. If an Underwriter
defaults on its purchase commitment, the purchase commitments of non-defaulting
Underwriters may be increased or the offering of Certificates may be terminated.
The aggregate proceeds from the sale of the Certificates will be $
. Continental will pay the Underwriters a commission of $ .
Continental estimates that its expenses associated with the offer and sale of
the Certificates will be approximately $700,000.
The Underwriters propose to offer the Certificates initially at the public
offering prices on the cover page of this Prospectus Supplement and to selling
group members at those prices less the concessions set forth below. The
Underwriters and selling group members may allow a discount to other
broker/dealers set forth below. After the initial public offering, the public
offering prices and concessions and discounts may be changed by the
Underwriters.
<TABLE>
<CAPTION>
CONCESSION
PASS THROUGH TO SELLING GROUP DISCOUNT
CERTIFICATE DESIGNATION MEMBERS TO BROKER/DEALERS
----------------------- ---------------- -----------------
<S> <C> <C>
1999-2A-1....................................... % %
1999-2A-2.......................................
1999-2B.........................................
1999-2C-1.......................................
1999-2C-2.......................................
</TABLE>
The Certificates are a new issue of securities with no established trading
market. One or more of the Underwriters intend to make a secondary market for
the Certificates. However, they are not obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given as to
the liquidity of the trading market for the Certificates.
Continental has agreed to indemnify the Underwriters against liabilities
under the Securities Act, or contribute to payments which the Underwriters may
be required to make in respect thereof.
From time to time, several of the Underwriters or their affiliates perform
investment banking and advisory services for, and provide general financing and
banking services to, Continental and its affiliates. In particular, Credit
Suisse First Boston (New York branch), an affiliate of Credit Suisse First
Boston Corporation, is a lender to Continental.
The Company expects that delivery of the Certificates will be made against
payment therefor on or about the closing date specified on the cover page of
this Prospectus Supplement, which will be the
S-93
<PAGE> 94
business day following the date of pricing of the Certificates. Under Rule
15c6-1 of the Commission under the Exchange Act, trades in the secondary market
generally are required to settle in three business days, unless the parties to
any such trade expressly agree otherwise. Accordingly, purchasers who wish to
trade Certificates on the date of pricing or the next succeeding business
days will be required, by virtue of the fact that the Certificates initially
will settle in T+ , to specify an alternate settlement cycle at the time of
any trade to prevent a failed settlement and should consult their own advisor.
The Underwriters may engage in over-allotment, stabilizing transactions,
syndicate covering transactions and penalty bids in accordance with Regulation M
under the Exchange Act.
- Over-allotment involves syndicate sales in excess of the offering size,
which creates a syndicate short position.
- Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do not exceed a specified maximum.
- Syndicate covering transactions involve purchases of the Certificates in
the open market after the distribution has been completed in order to
cover syndicate short positions.
- Penalty bids permit the Underwriters to reclaim a selling concession from
a syndicate member when the Certificates originally sold by such
syndicate member are purchased in a syndicate covering transaction to
cover syndicate short positions.
Such stabilizing transactions, syndicate covering transactions and penalty bids
may cause the prices of the Certificates to be higher than they would otherwise
be in the absence of such transactions. These transactions, if commenced, may be
discontinued at any time.
NOTICE TO CANADIAN RESIDENTS
RESALE RESTRICTIONS
The distribution of the Certificates in Canada is being made only on a
private placement basis exempt from the requirement that the Company prepare and
file a prospectus with the securities regulatory authorities in each province
where trades of the Certificates are effected. Accordingly, any resale of the
Certificates in Canada must be made in accordance with applicable securities
laws which will vary depending on the relevant jurisdiction, and which may
require resales to be made in accordance with available statutory exemptions or
pursuant to a discretionary exemption granted by the applicable Canadian
securities regulatory authority. Purchasers are advised to seek legal advice
prior to any resale of the Certificates.
REPRESENTATIONS OF PURCHASERS
Each purchaser of Certificates in Canada who receives a purchase
confirmation will be deemed to represent to the Company and the dealer from whom
such purchase confirmation is received that (i) such purchaser is entitled under
applicable provincial securities laws to purchase such Certificates without the
benefit of a prospectus qualified under such securities laws, (ii) where
required by law, that such purchaser is purchasing as principal and not as
agent, and (iii) such purchase has reviewed the text above under "Resale
Restrictions".
RIGHTS OF ACTION (ONTARIO PURCHASERS)
The securities being offered are those of a foreign issuer and Ontario
purchasers will not receive the contractual right of action prescribed by
Ontario securities law. As a result, Ontario purchasers must rely on other
remedies that may be available, including common law rights of action for
damages or rescission or rights of action under the civil liability provisions
of the U.S. federal securities laws.
S-94
<PAGE> 95
ENFORCEMENT OF LEGAL RIGHTS
All of the issuer's directors and officers as well as the experts named
herein may be located outside of Canada and, as a result, it may not be possible
for Canadian purchasers to effect service of process within Canada upon the
issuer or such persons. All or a substantial portion of the assets of the issuer
and such persons may be located outside of Canada and, as a result, it may not
be possible to satisfy a judgment against the issuer or such persons in Canada
or to enforce a judgment obtained in Canadian courts against such issuer or
persons outside of Canada.
NOTICE TO BRITISH COLUMBIA RESIDENTS
A purchaser of Certificates to whom the Securities Act (British Columbia)
applies is advised that such purchaser is required to file with the British
Columbia Securities Commission a report within ten days of the sale of any
Certificates acquired by such purchaser pursuant to this offering. Such report
must be in the form attached to British Columbia Securities Commission Blanket
Order BOR #95/17, a copy of which may be obtained from the Company. Only one
such report must be filed in respect of Certificates acquired on the same date
and under the same prospectus exemption.
TAXATION AND ELIGIBILITY FOR INVESTMENT
Canadian purchasers of Certificates should consult their own legal and tax
advisors with respect to the tax consequences of an investment in the
Certificates in their particular circumstances and with respect to the
eligibility of the Certificates for investment by the purchaser under relevant
Canadian legislation.
LEGAL MATTERS
The validity of the Certificates is being passed upon for Continental by
Hughes Hubbard & Reed LLP, New York, New York, and for the Underwriters by
Milbank, Tweed, Hadley & McCloy LLP, New York, New York. Milbank, Tweed, Hadley
& McCloy LLP will rely on the opinion of Richards, Layton & Finger, Wilmington,
Delaware, counsel for Wilmington Trust Company, as Trustee, as to matters of
Delaware law relating to the Pass Through Trust Agreements.
EXPERTS
The consolidated financial statements (including financial statement
schedule) of Continental Airlines, Inc. appearing in Continental Airlines,
Inc.'s Annual Report (Form 10-K) for the year ended December 31, 1998 have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated by reference in this
Prospectus Supplement. Such consolidated financial statements are incorporated
therein by reference in reliance upon such reports of Ernst & Young LLP given
upon the authority of such firm as experts in accounting and auditing.
The references to AISI, AS and MBA, and to their respective appraisal
reports, each dated as of May 19, 1999, are included herein in reliance upon the
authority of each such firm as an expert with respect to the matters contained
in its appraisal report.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Continental with the Commission (File No.
0-9781) are hereby incorporated by reference in this Prospectus Supplement: (i)
Continental's Annual Report on Form 10-K for the year ended December 31, 1998,
filed on February 25, 1999, (ii) Continental's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1999, filed on April 23, 1999, as amended
on April 30, 1999, and (iii) Continental's Current Reports on Form 8-K, filed on
February 18 and May 18, 1999.
Reference is made to the information under "Incorporation of Certain
Documents by Reference" in the accompanying Prospectus. All documents filed
under the Exchange Act with the Commission prior to January 1, 1999 and
incorporated by reference in the Prospectus have been superseded by the
above-listed documents and shall not be deemed to constitute a part of the
Prospectus or this Prospectus Supplement.
S-95
<PAGE> 96
APPENDIX I -- INDEX OF TERMS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Adjusted Expected Distributions....... S-61
Administration Expenses............... S-60
Aggregate LTV Collateral Amount....... S-61
Aircraft.............................. S-63
Aircraft Operative Agreements......... S-45
AISI.................................. S-64
Alaska................................ S-26
America West.......................... S-26
Appraised Current Market Value........ S-62
Appraisers............................ S-64
AS.................................... S-64
Assumed Aircraft Value................ S-70
Assumed Amortization Schedule......... S-34
Assumed Appraised Value............... S-44
Average Life Date..................... S-69
Base Rate............................. S-55
Basic Agreement....................... S-29
Boeing................................ S-65
Branch................................ S-50
Business Day.......................... S-34
Cash Collateral Account............... S-53
Cede.................................. S-47
Certificate Account................... S-33
Certificate Owner..................... S-48
Certificateholders.................... S-30
Certificates.......................... S-29
Class A-1 Certificates................ S-29
Class A-1 Trust....................... S-29
Class A-1 Trustee..................... S-30
Class A-2 Certificates................ S-29
Class A-2 Trust....................... S-29
Class A-2 Trustee..................... S-30
Class B Certificates.................. S-29
Class B Trust......................... S-29
Class B Trustee....................... S-30
Class C-1 Certificates................ S-29
Class C-1 Trust....................... S-29
Class C-1 Trustee..................... S-30
Class C-2 Certificates................ S-29
Class C-2 Trust....................... S-29
Class C-2 Trustee..................... S-30
Class D Certificates.................. S-46
Class D Trust......................... S-46
Class D Trustee....................... S-31
Class Exemptions...................... S-91
CMI................................... S-25
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Code.................................. S-41
Commission............................ S-29
Company............................... S-25
Continental........................... S-25
Controlling Party..................... S-10
Convention............................ S-79
COPA.................................. S-27
Current Distribution Date............. S-59
Current Pool Balance.................. S-61
Debt Balance.......................... S-81
default............................... S-38
Delivery Period....................... S-65
Delivery Period Termination Date...... S-49
Deposit............................... S-49
Deposit Agreement..................... S-49
Depositary............................ S-50
Depreciation Assumption............... S-71
disqualified persons.................. S-90
Distribution Date..................... S-30
DOJ................................... S-21
DOT................................... S-22
Downgrade Drawing..................... S-53
DTC................................... S-47
DTC Participants...................... S-47
Equipment Notes....................... S-66
ERISA................................. S-90
ERISA Plans........................... S-90
Escrow Agent.......................... S-51
Escrow Agreements..................... S-51
Escrow Receipts....................... S-51
Event of Loss......................... S-83
Excusable Delay....................... S-65
Expected Distributions................ S-59
Express............................... S-25
FAA................................... S-21
Final Distributions................... S-58
Final Drawing......................... S-54
Final Maturity Date................... S-32
Gulfstream............................ S-26
H.15(519)............................. S-69
Horizon............................... S-26
Indenture Default..................... S-37
Indentures............................ S-43
Intercreditor Agreement............... S-57
Interest Drawings..................... S-52
IRS................................... S-86
</TABLE>
I-1
<PAGE> 97
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Issuance Date......................... S-54
Lease................................. S-78
Lease Event of Default................ S-37
Lease Payment Date.................... S-79
Leased Aircraft....................... S-43
Leased Aircraft Indenture............. S-43
Leased Aircraft Trustee............... S-67
LIBOR................................. S-55
Liquidity Event of Default............ S-56
Liquidity Expenses.................... S-59
Liquidity Facility.................... S-52
Liquidity Obligations................. S-59
Liquidity Provider.................... S-56
Loan Trustees......................... S-67
LTV Appraisal......................... S-62
LTV Collateral Amount................. S-62
LTV Ratio............................. S-62
LTVs.................................. S-7
Make-Whole Premium.................... S-69
Mandatory Document Terms.............. S-46
Mandatory Economic Terms.............. S-44
Maximum Available Commitment.......... S-52
MBA................................... S-64
Mesaba Airlines....................... S-26
Minimum Sale Price.................... S-58
Moody's............................... S-50
most recent H.15(519)................. S-69
New Trustee........................... S-47
Newark................................ S-22
Non-Extension Drawing................. S-54
Non-Performing Equipment Notes........ S-61
Non-U.S. Certificateholder............ S-89
Northwest............................. S-20
Northwest Alliance.................... S-20
Note Holders.......................... S-45
Note Purchase Agreement............... S-43
Offering.............................. S-46
Original Trustee...................... S-47
Original Trusts....................... S-47
Owned Aircraft........................ S-43
Owned Aircraft Indenture.............. S-43
Owned Aircraft Trustee................ S-67
Owner Participant..................... S-66
Owner Trustee......................... S-67
Participation Agreement............... S-43
parties in interest................... S-90
Pass Through Trust Agreements......... S-29
Paying Agent.......................... S-51
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Paying Agent Account.................. S-34
Performing Equipment Note............. S-53
Plan Asset Regulation................. S-90
Plans................................. S-90
Pool Balance.......................... S-34
Pool Factor........................... S-34
Prospectus............................ S-29
PTC Event of Default.................. S-39
PTCE.................................. S-91
Rating Agencies....................... S-50
Reagan National....................... S-22
Receiptholder......................... S-51
Regular Distribution Dates............ S-32
Remaining Weighted Average Life....... S-69
Replacement Facility.................. S-53
Required Amount....................... S-52
Scheduled Payments.................... S-32
Section 1110.......................... S-76
Section 1110 Period................... S-53
Series A-1 Equipment Notes............ S-66
Series A-2 Equipment Notes............ S-66
Series B Equipment Notes.............. S-66
Series C-1 Equipment Notes............ S-66
Series C-2 Equipment Notes............ S-66
Series D Equipment Notes.............. S-66
Shortfall Amounts..................... S-88
Special Distribution Date............. S-33
Special Payment....................... S-33
Special Payments Account.............. S-33
Special Structure..................... S-66
Standard & Poor's..................... S-50
Stated Interest Rates................. S-52
Subordinated Certificateholders....... S-88
Subordinated Certificates............. S-88
Subordinated Trusts................... S-88
Subordination Agent................... S-57
Substitute Aircraft................... S-65
Successor Trust....................... S-47
Tax Counsel........................... S-86
Termination Notice.................... S-56
Threshold Rating...................... S-54
Transfer Date......................... S-47
Transportation Code................... S-40
Treasury Yield........................ S-69
Triggering Event...................... S-30
Trust Agreements...................... S-66
Trust Indenture Act................... S-41
Trust Property........................ S-29
</TABLE>
I-2
<PAGE> 98
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Trust Supplement...................... S-29
Trustee............................... S-29
Trusts................................ S-29
U.S. Certificateholders............... S-86
U.S. Persons.......................... S-86
</TABLE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Underwriter Exemption................. S-91
Underwriters.......................... S-93
VASP.................................. S-27
Virgin................................ S-27
WestLB................................ S-50
</TABLE>
I-3
<PAGE> 99
APPENDIX II - APPRAISAL LETTERS
[AIRCRAFT INFORMATION SERVICES, INC. LETTERHEAD]
19 May 1999
Continental Airlines
2929 Allen Parkway
Houston, TX 77019
Subject: AISI Report No.: A9S011BVO
AISI Sight Unseen New Aircraft Base Value Appraisal, Four B737-700,
Fifteen B737-800, Two B757-200Etop and Three B777-200ER Aircraft.
Reference: (a) Credit Suisse First Boston faxes 27/29 April and 6/19 May
1999
Dear Gentlemen:
Aircraft Information Services, Inc. (AISI) is pleased to offer Continental
Airlines our opinion of the sight unseen base market value of various new
aircraft scheduled to be delivered from the manufacturer to Continental Airlines
between July 1999 and December 1999 as listed and defined in Table I.
1. METHODOLOGY AND DEFINITIONS
The method used by AISI in its valuation of the Aircraft was based both on a
review of information and Aircraft specifications supplied by the client and
also on a review of present and past market conditions, various expert opinions
(such as aircraft brokers and financiers) and information contained in AISI's
databases that help determine aircraft availability and price data and thus
arrive at the appraised base values for the new aircraft to be delivered to
Continental Airlines.
The standard terms of reference for commercial aircraft value are 'half-life
base market value' and 'half-life current market value' of an 'average'
aircraft. Base value is a theoretical value that assumes a balanced market while
current market value is the value in the real market; both assume a hypothetical
average aircraft condition. AISI value definitions are consistent with the
current definitions of the International Society of Transport Aircraft Trading
(ISTAT). AISI is a member of that organization and employs an ISTAT Certified
and Senior Certified Aircraft Appraiser.
HEADQUARTERS, 26072 MERIT CIRCLE, SUITE 123, LAGUNA HILLS, CA 92653
TEL: 949-582-8888 FAX: 949-582-8887 E-MAIL: [email protected]
<PAGE> 100
[AISI LOGO]
19 May 1999
AISI File No. A9S011BVO
Page -2-
AISI defines a 'base value' as that of a transaction between equally willing and
informed buyer and seller, neither under compulsion to buy or sell, for a single
unit cash transaction with no hidden value or liability, and with supply and
demand of the sale item roughly in balance. Base values are typically given for
aircraft in 'new' condition, 'average half-life' condition, or in a specifically
described condition unique to a single aircraft at a specific time. An 'average'
aircraft is an operable airworthy aircraft in average physical condition and
with average accumulated flight hours and cycles, with clear title and standard
unrestricted certificate of airworthiness, and registered in an authority which
does not represent a penalty to aircraft value or liquidity, with no damage
history and with inventory configuration and level of modification which is
normal for its intended use and age. AISI assumes average condition unless
otherwise specified in this report. 'Half-life' condition assumes that every
component or maintenance service which has a prescribed interval that determines
its service life, overhaul interval or interval between maintenance services, is
at a condition which is one-half of the total interval. It should be noted that
AISI and ISTAT value definitions apply to a transaction involving a single
aircraft, and that transactions involving more than one aircraft are often
executed at considerable and highly variable discounts to a single aircraft
price, for a variety of reasons relating to an individual buyer or seller.
AISI defines a 'current market value', which is synonymous with the older term
"fair market value" as that value which reflects the real market conditions,
whether at, above or below the base value conditions. Assumption of a single
unit sale and definitions of aircraft condition, buyer/seller
qualifications and type of transaction remain unchanged from that of base value.
Current market value takes into consideration the status of the economy in which
the aircraft is used, the status of supply and demand for the particular
aircraft type, the value of recent transactions and the opinions of informed
buyers and sellers. Current market value assumes that there is no short term
time constraint to buy or sell.
AISI encourages the use of base values to consider historical trends, to
establish a consistent baseline for long term value comparisons and future value
considerations, or to consider how actual market values vary from theoretical
base values. Base values are less volatile than current market values and tend
to diminish regularly with time. Base values are normally inappropriate to
determine near term values. AISI encourages the use of current market values to
consider the probable near term value of an aircraft.
2. VALUATION
---------
Following is AISI's opinion of the base market value for the subject aircraft on
their respective scheduled delivery dates in current US dollars. Valuations are
presented in Table I subject to the assumptions, definitions and disclaimers
herein.
<PAGE> 101
[AISI LOGO]
19 May 1999
AISI File No. A9S011BVO
Page -3-
Unless otherwise agreed by Aircraft Information Services, Inc. (AISI) in
writing, this report shall be for the sole use of the client/addressee. This
report is offered as a fair and unbiased assessment of the subject aircraft.
AISI has no past, present, or anticipated future interest in the subject
aircraft. The conclusions and opinions expressed in this report are based on
published information, information provided by others, reasonable
interpretations and calculations thereof and are given in good faith. Such
conclusions and opinions are judgments that reflect conditions and values which
are current at the time of this report. The values and conditions reported upon
are subject to any subsequent change. AISI shall not be liable to any party for
damages arising out of reliance or alleged reliance on this report, or for any
parties action or failure to act as a result of reliance or alleged reliance on
this report.
Sincerely,
AIRCRAFT INFORMATION SERVICES, INC.
/s/ JOHN D. MCNICOL
John D. McNicol
Vice President
Appraisals & Forecasts
<PAGE> 102
[AISI LOGO]
Continental Airlines - AISI File # A9S011BVO
19-May-99
TABLE I
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Scheduled Expected
Manufacturer's Aircraft Serial Registration New Delivery Base Value Current
Delivery Date Number Number USDollars
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
B737-700, CFM56-7B24 ENGINES, 153,000LB MTOW
- -------------------------------------------------------------------------------------------------------------
Jul-99 28945 N24729 $40,200,000
- -------------------------------------------------------------------------------------------------------------
Aug-99 28948 N16732 $40,260,000
- -------------------------------------------------------------------------------------------------------------
Sep-99 28800 N14735 $40,330,000
- -------------------------------------------------------------------------------------------------------------
Sep-99 28803 N24736 $40,330,000
- -------------------------------------------------------------------------------------------------------------
B737-800, CFM56-7B26 ENGINES, 172,500LB MTOW
- -------------------------------------------------------------------------------------------------------------
Sep-99 28801 N35236 $49,330,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28804 N12238 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28951 N27239 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28953 N14240 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28952 N54241 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28805 N14242 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 28806 N18243 $49,410,000
- -------------------------------------------------------------------------------------------------------------
Nov-99 28954 N17244 $49,490,000
- -------------------------------------------------------------------------------------------------------------
Nov-99 28955 N17245 $49,490,000
- -------------------------------------------------------------------------------------------------------------
Nov-99 28956 N27246 $49,490,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 28807 N36247 $49,570,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 28808 N13248 $49,570,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 28809 N14249 $49,570,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 28957 N14250 $49,570,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 28958 N25201 $49,570,000
- -------------------------------------------------------------------------------------------------------------
B757-200ETOP, RB211-535E4 ENGINES, 255,000LB MTOW
- -------------------------------------------------------------------------------------------------------------
Nov-99 30229 N34137 $61,510,000
- -------------------------------------------------------------------------------------------------------------
Dec-99 30351 N13138 $61,610,000
- -------------------------------------------------------------------------------------------------------------
B777-200ER, GE90B ENGINES, 648,000LB MTOW
- -------------------------------------------------------------------------------------------------------------
Aug-99 29860 N77012 $135,160,000
- -------------------------------------------------------------------------------------------------------------
Sep-99 29861 N78013 $135,380,000
- -------------------------------------------------------------------------------------------------------------
Oct-99 29862 N77014 $135,600,000
- -------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 103
[AvSOLUTIONS LOGO]
May 19, 1999
Continental Airlines, Inc.
1600 Smith Street
Houston, Texas 77002
Dear Continental Airlines, Inc.:
AvSOLUTIONS is pleased to provide this opinion on the base value, as of May
1999, of four Boeing 737-700, fifteen Boeing 737-800, two Boeing 757-200 and
three Boeing 777-200 IGW aircraft (the aircraft). The Boeing 737-700 and the
Boeing 737-800 aircraft are powered by CFM International CFM56-7B series
engines. The Boeing 757-200 aircraft are powered by Rolls-Royce RB211-535E4B
engines. The Boeing 777-200 IGW aircraft are powered by General Electric
GE90-90B engines. The total of twenty-four aircraft will be delivered new to
Continental Airlines, Inc. from the third quarter of 1999 through the fourth
quarter of 1999. A listing of the particular aircraft is provided as attachment
1 of this document.
Set forth below is a summary of the methodology, considerations and
assumptions utilized in this appraisal.
BASE VALUE
Base value is the appraiser's opinion of the underlying economic value of
an aircraft in an open, unrestricted, stable market environment with a
reasonable balance of supply and demand, and assumes full consideration of its
"highest and best use". An aircraft's base value is founded in the historical
trend of values and in the projection of future value trends and presumes an
arm's length, cash transaction between willing, able and knowledge parties,
acting prudently, with an absence of duress and with a reasonable period of time
available for marketing.
CURRENT FAIR MARKET VALUE
According to the International Society of Transport Aircraft Trading's
(ISTAT) definition of Fair Market Value (FMV), to which AvSOLUTIONS subscribes,
the quoted FMV is the appraiser's opinion of the most likely trading price that
may be generated for an aircraft under the market circumstances that are
perceived to exist at the time in question. The fair market value assumes that
the aircraft is valued for its highest and best use, that the parties to the
hypothetical sales transaction are willing, able, prudent and knowledgeable, and
under no unusual pressure for a prompt sale, and that the transaction would be
negotiated in an open and unrestricted market on an arm's length basis, for cash
equivalent consideration, and given an adequate amount of time for effective
market exposure to perspective buyers, which AvSOLUTIONS considers to be ten to
twenty months.
10687 Gaskins Way, Suite 200, Manassas, Virginia 20109-2371, USA
Telephone: 703-330-0461 Fax: 703-330-0581
Email: [email protected]
<PAGE> 104
[AvSolutions LOGO]
Page 2
Continental Airlines, Inc.
APPRAISAL METHODOLOGY
The method employed by AvSOLUTIONS to appraise the current and future
values of aircraft and the associated equipment addresses the factors that
influence the market value of an aircraft, such as its age, condition,
configuration, the population of similar aircraft, similar aircraft on the
market, operating costs, cost to acquire a new aircraft, and the state of demand
for transportation services.
To achieve this objective, cross-sectional data concerning the values of
aircraft in each of several general categories is collected and analyzed.
Cross-sectional data is then postulated and compared with reported market values
at a specified point in time. Such data reflects the effect of deterioration in
aircraft performance due to usage and exposure to the elements, as well as the
effect of obsolescence due to the evolutionary development and implementation of
new designs and materials.
The product of the analysis identifies the relationship between the value
of each aircraft and its characteristics, such as age, model designation,
service configuration and engine type. Once the relationship is identified, one
can then postulate the effects of the difference between the economic
circumstances at the time when the cross-sectional data were collected and the
current situation. Therefore, if one can determine the current value of an
aircraft in one category, it is possible to estimate the current values of all
aircraft in that category.
The manufacturer and size of the aircraft usually determine the specific
category to which it is assigned. Segregating the world airplane fleet in this
manner accommodates the potential effects of different size and different design
philosophies.
The variability of the data used by AvSOLUTIONS to determine the current
and future market values implies that the actual value realized will fall within
a range of values. Therefore, if a contemplated value falls within the specified
confidence range. AvSOLUTIONS cannot reject the hypothesis that it is a
reasonable representation of the current market situation.
LIMITING CONDITIONS AND ASSUMPTIONS
In order to conduct this valuation, AvSOLUTIONS is solely relying on
information as supplied by Continental Airlines, Inc. or Credit Suisse First
Boston Corporation, and from data within AvSOLUTIONS' own database. In
determining the base value of the subject aircraft, the following assumptions
have been researched and determined:
<PAGE> 105
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Page 3
Continental Airlines, Inc.
1. AvSOLUTIONS has not inspected these aircraft or their maintenance records;
accordingly, AvSOLUTIONS cannot attest to their specific location or condition.
2. The aircraft will be delivered new to Continental Airlines, Inc. between the
third quarter of 1999 and the fourth quarter of 1999.
3. The aircraft will be certified, maintained and operated under United States
Federal Aviation Regulation (FAR) part 121.
4. All mandatory inspections and Airworthiness Directives have been complied
with.
5. The aircraft have no damage history.
6. The aircraft are in good condition.
7. AvSOLUTIONS considers the economic useful life of these aircraft to be at
least 32 years.
Based upon the above methodology, considerations and assumptions, it is
AvSOLUTIONS' opinion that the base value of each aircraft is as listed in
attachment 1.
<PAGE> 106
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Page 4
Continental Airlines, Inc.
STATEMENT OF INDEPENDENCE
This appraisal report represents the opinion of AvSOLUTIONS, and is
intended to be advisory in nature. Therefore, AvSOLUTIONS assumes no
responsibility or legal liability for actions taken or not taken by the Client
or any other party with regard to the subject aircraft. By accepting this
report, the Client agrees that AvSOLUTIONS shall bear no responsibility or legal
liability regarding this report. Further, this report is prepared for the
exclusive use of the Client and shall not be provided to other parties without
the Client's express consent.
Aviation Solutions Inc. (AvSOLUTIONS) hereby states that this valuation
report has been independently prepared and fairly represents the subject
aircraft and AvSOLUTIONS' opinion of their values. Aviation Solutions Inc.
(AvSOLUTIONS) further states that it has no present or contemplated future
interest or association with the subject aircraft.
Signed,
/s/ Bryant Lynch
Bryant Lynch
Manager, Commercial Appraisals
<PAGE> 107
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ATTACHMENT 1
EETC COLLATERAL SUMMARY
page 1
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIRCRAFT SERIAL DELIVERY MTOW
NO. AIRCRAFT NUMBER MO-YR ENGINES (POUNDS) BASE VALUE
- --------------------------------------------------------------------------------------
1 Boeing 737-700 28945 Jul-99 CFM56-7B24 153,000 $39,110,000
- --------------------------------------------------------------------------------------
2 Boeing 737-700 28948 Aug-99 CFM56-7B24 153,000 $39,110,000
- --------------------------------------------------------------------------------------
3 Boeing 737-700 28800 Sep-99 CFM56-7B24 153,000 $39,110,000
- --------------------------------------------------------------------------------------
4 Boeing 737-700 28803 Sep-99 CFM56-7B24 153,000 $39,110,000
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIRCRAFT SERIAL DELIVERY MTOW
NO. AIRCRAFT NUMBER MO-YR ENGINES (POUNDS) BASE VALUE
- --------------------------------------------------------------------------------------
5 Boeing 737-800 28801 Sep-99 CFM56-7B26 172,500 $47,243,000
- --------------------------------------------------------------------------------------
6 Boeing 737-800 28804 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
7 Boeing 737-800 28951 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
8 Boeing 737-800 28953 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
9 Boeing 737-800 28952 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
10 Boeing 737-800 28805 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
11 Boeing 737-800 28806 Oct-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
12 Boeing 737-800 28954 Nov-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
13 Boeing 737-800 28955 Nov-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
14 Boeing 737-800 28956 Nov-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
15 Boeing 737-800 28807 Dec-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
16 Boeing 737-800 28808 Dec-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
17 Boeing 737-800 28809 Dec-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
18 Boeing 737-800 28957 Dec-99 CFM56-7B26 172,500 $47,536,000
- --------------------------------------------------------------------------------------
19 Boeing 737-800 28958 Dec-99 CFM56-7B26 172,500 $47,536,000
</TABLE>
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ATTACHMENT 1
EETC COLLATERAL SUMMARY
page 2
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIRCRAFT SERIAL DELIVERY MTOW
NO. AIRCRAFT NUMBER MO-YR ENGINES (POUNDS) BASE VALUE
- ----------------------------------------------------------------------------------------
20 Boeing 757-200 30229 Nov-99 RB211-535E4B 255,000 $58,840,000
- ----------------------------------------------------------------------------------------
21 Boeing 757-200 30351 Dec-99 RB211-535E4B 255,000 $58,840,000
- ----------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C>
AIRCRAFT SERIAL DELIVERY MTOW
NO. AIRCRAFT NUMBER MO-YR ENGINES (POUNDS) BASE VALUE
- ------------------------------------------------------------------------------------------
22 Boeing 777-200 IGW 29860 Aug-99 GE90-90B 648,000 $133,510,000
- ------------------------------------------------------------------------------------------
23 Boeing 777-200 IGW 29861 Sep-99 GE90-90B 648,000 $133,510,000
- ------------------------------------------------------------------------------------------
24 Boeing 777-200 IGW 29862 Oct-99 GE90-90B 648,000 $134,090,000
- ------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 109
MORTEN BEYER & AGNEW
- --------------------------------------------------------------------------------
AVIATION CONSULTING FIRM
Appraisal of 24 Boeing Aircraft
(1999-2 EETC)
PREPARED FOR:
Continental Airlines
MAY 19, 1999
Washington, D.C. London
8180 Greensboro Drive Lahinch 62, Lashmere
Suite 1000 Copthorne
McLean, Virginia 22102 West Sussex
Phone +703 847 6598 Phone +44 1342 716248
Fax +703 847 1911 Fax +44 1342 718967
<PAGE> 110
5/19/99
I. INTRODUCTION AND EXECUTIVE SUMMARY
Morten Beyer and Agnew, Inc. (MBA), has been retained by Continental Airlines,
Inc. (CAL) to determine the Current Base Value (CBV) of 24 Boeing aircraft to be
delivered new over the next eight months. The aircraft are further identified in
Section II of this report.
MBA uses the definition of certain terms, such as CMV and Base Value (BV), as
promulgated by the International Society of Transport Aircraft Trading (ISTAT),
a non-profit association of management personnel from banks, leasing companies,
airlines, manufacturers, appraisers, brokers, and others who have a vested
interest in the commercial aviation industry.
ISTAT defines Market Value (MV) as the appraiser's opinion of the most likely
trading price that may be generated for an aircraft under market conditions that
are perceived to exist at the time in question. MV assumes that the aircraft is
valued for its highest, best use; that the parties to the hypothetical sale
transaction are willing, able, prudent and knowledgeable and under no unusual
pressure for a prompt sale; and that the transaction would be negotiated in an
open and unrestricted market on an arm's-length basis, for cash or equivalent
consideration, and given an adequate amount of time for effective exposure to
prospective buyers.
The ISTAT definition of Base Value (BV) has, essentially, the same elements of
MV except that the market circumstances are assumed to be in a reasonable state
of equilibrium. Thus, BV pertains to an idealized aircraft and market
combination, but will not necessarily reflect the actual MV of the aircraft in
question. BV is founded in the historical trend of values and is generally used
to analyze historical values or to project future values. The Current Base Value
is the BV at the time of this opinion, effective upon the defined delivery dates
of the subject aircraft assets.
[MBA LOGO] 1
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II. CURRENT MARKET CONDITIONS
BOEING 737-700/800 SERIES
Boeing is replacing the current trio of 737s with upgraded versions beginning
with the 737-700 last year. Southwest Airlines' order for 63 of the series
officially launched the program in late 1993, and now new orders are running at
an increasing rate. Boeing is ramping-up production to the early 1990s level.
The -600 is a replacement for the first generation -100/-200 series, and the
- -700 is a replacement to the -300 series. As well, the -800 is a replacement to
the B737-400 series.
The fuselage of the new aircraft will mirror that of the original (which were
out-growths of the original -100s and -200s). Upgraded avionics, a new wing
design, and other improvements will combine to increase range, efficiency, and
performance in general. The CFM56-7 will be the exclusive engine for the 3rd
generation.
B737-700s are just entering service with Southwest, as supply and assembly
problems slowed the production lines in 1997, and Boeing is playing "catch-up"
on an overly ambitious production schedule. Prospects for the 3rd generation 737
jets are considerably enhanced by the discontinuation of the MD-80/-90 series.
The MD-95 has been adopted by Boeing as its 100-seat competitor under the aegis
of B-717. On the other hand, Airbus is becoming more aggressive with its
A319/320/321 high tech series and winning an increasing share of orders.
As the industry approaches the peak of the current cycle, the prospects for a
downturn increase, together with deferrals and cancellations of orders for both
manufacturers. Although Boeing has recently stated that the future market will
consist of more narrow-bodied aircraft like the 737 and 757 series.
ECONOMICS -- There is no in-service operating data for the B737-NG (Next
Generation) aircraft. However, it may be reliably assumed that this data will
prove that this model to be highly efficient.
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These Next Generation B-737s are just entering service. More than 40 700s are
already flying, most with Southwest, the launch customer. The 600's are expected
to enter service early next year, and the 800's already have more than a dozen
flying. Boeing is struggling to ramp-up production to 21 a month just as orders
are peaking out. Despite the Asian flu, orders are thriving this year, with 240
through July. Airbus has achieved 247 for its rival A-319/320/321 series so far
this year.
MBA continues to hold the Current Market Prices of the next generation B-737s at
100 percent of Base Value.
BOEING 757-200
The 757 was conceived in 1978 as the successor to the 727. First deliveries took
place in late 1982 as 727 production was terminated. The aircraft was somewhat
slow in penetrating the market, as it came on-line in the depression of the
early 1980s, but has seen accelerating popularity in the late 1980s and 90s. The
aircraft is offered in two engine configurations, Rolls Royce and Pratt &
Whitney. The aircraft's popularity has increased as airlines have grown to
appreciate its fuel economy and operating efficiency. As of January 1, 1999, the
Rolls version had the greater market share, with 418 deliveries and 35 on order,
compared to 310 deliveries and 58 orders/options for the P&W version. Both
versions have achieved decent operator bases, with 43 airlines ordering the RR
version and 19 the P&W. A cargo version is also in production, with 75 already
produced and 5 more on order. United Parcel Service was the major purchaser,
ordering 35 P&W powered models, and then 20 more Rolls-powered configurations
along with 41 options.
The 757's capabilities have grown in the 17 years it has been produced, and it
is currently available at much higher gross weights and in an ER (extended
range) version used by several European carriers in transatlantic operations. In
late 1995 and 1996 a total of three 757s were lost in accidents, with crew
reactions to emergency situations considered the probable cause. In the prior 15
years only one had been lost in a hijacking situation in China.
The very large backlog of undelivered ordered and optioned 757s speaks to the
excellence of the aircraft. The economic superiority of the 757 over the smaller
narrowbodies (737 and
[MBA LOGO] 3
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5/19/99
MD-80) suggests that the heaviest casualties may befall these latter aircraft,
and that the airlines will tend to move up to the 757. The major competitor to
the 757 is not the smaller American twins, but rather the Airbus A319/320/321
series which has piled up an impressive order backlog, and is increasingly
penetrating the U.S. market, as seen by USAir's recent order for up to 400 -- at
the expense of existing Boeing options. Current operating costs suggest the A320
is up to 25 percent more efficient than the 737s or MD-80s, and even equal to,
or superior to, the 757, but Boeing's own B-737-800/900s also challenge the
B-757 from below.
The difficulty in placing Eastern's 25-plane fleet after its bankruptcy perhaps
raises a note of caution with respect to any aircraft. Their disposal required
some two years, involving lessors, banks, and Boeing. Realizations were
reasonable in the early transactions, but tended to decline later. The fact that
the aircraft were encumbered by tax benefit transfer liabilities did not appear
to be a factor. There have been no recent "fire sales" of this nature. In the
final analysis, the 757 is assured of a firm share of the aircraft market for
many years to come in both passenger and cargo configuration. It has excellent
environmental characteristics and has not experienced technical difficulties.
ECONOMICS
The MBA Model shows the 757 to be one of the most efficient aircraft of any
type, size, or age. Its combination of capacity, low fuel consumption and
reasonable price all contribute to its outstanding economics. We expect that the
757 will prove to be one of the strongest players in the residual value market
for the next two decades.
[MBA LOGO] 4
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BOEING 777-200
The 777 is currently the world's largest widebody twin. It is Boeing's answer to
the Airbus Industrie A330 and, to a lesser extent, the Douglas MD-11, both of
which are filling a gap between Boeing's 767 and 747 lines. The A330 and MD-11
have the distinct marketing advantage of being in service from two to seven
years ahead of the 777, and already have large order books (A330) and customer
lists. Boeing is playing catch-up in this market segment, but is doing it with
typical Boeing combination of power and finesse. Only three years following its
introduction, 72 have been delivered with 288 on order.
The initial 777 design was the -200A (now the -200), followed by the -200IGW
(Increase Gross Weight) and featured all of the three major high bypass engines:
the P&W 4074, the Rolls Royce Trent 871, and the General Electric 90-B3. Gross
weight has already been increased to 545,000 pounds for the -200, and 642,000
pounds for the -200IGW/-300. A maximum seating capacity of 440 passengers is
available in the -200/-200IGW model and 550 in the newly announced -300 version.
Fair Market Values for the -200 versions are $117.7 and $125.5 million,
respectively, while the -300 is expected to premier at $146.0 million.
Production of the low gross version is expected to cease after the -300 is
debuted, but it will coexist, even as the increased capacity 767-400ER moves
into the lower end of the 777 capacity market.
To an increasing degree, Boeing is competing against itself as it offers an even
more variegated selection of aircraft derivatives.
ECONOMICS
The 777 should have operating characteristics and seat mile costs very
comparable to the A330 and considerably better than the MD-11, according to the
MBA economic model. It will particularly appeal to the large segment of the
market which traditionally buys Boeing. Helped by the normal maintenance-free
ride, United reported 1996 777 DOCs at 3.06c per available seat mile (ASM), the
cheapest in its fleet and 13.6 percent below the 747-400. Ownership costs as a
percent of DOCs are: 747-400 -- 29.2 percent, and 777-200 -- 24.6 percent.
[MBA LOGO] 5
<PAGE> 115
5/19/99
The 777 has the initial advantage of low maintenance costs, an all-new
technological design, a two-person crew, low specific fuel consumption, and high
capacity. Its operating margin and net margin after financial costs should be
among the best of all aircraft types, even though the projected lease costs are
24.1 percent of total operating expense. The aircraft may require some
modification of airport gate facilities to handle its great wing span (folding
wings are available at extra cost, but no one has ordered them). The 777 will be
well-suited to meeting airline expansion needs in markets where added
frequencies are no longer possible due to slot and gate facility restrictions.
Boeing's B-777 was its first all-new product in 20 years. Not since the B-757
and B-767 in 1982 has Boeing offered an all-new design. However, the B-777 does
not go technically as far as the Airbus. Boeing incorporated glass cockpits, but
eschewed fly-by-wire and side-stick controls. The B-777 got off to a strong
start with 141 deliveries and 253 outstanding orders as of June 30, 1998.
However, 109 of these advance orders were by Asia-Pacific carriers, and a
significant attrition is expected in the next few years. Boeing is offering the
B-777 in a low gross, high gross, and stretched version, each with all three
"big" engines. This Balkanization of the product line has no doubt diluted
Boeing's profits and complicated its production process. The B-777 was in direct
competition not only with the Airbus A330/340, but also with the MD-11 product
line, no doubt hastening its demise.
MBA currently values the B-777's Current Market Prices at 100 percent of Base
Value.
[MBA LOGO] 6
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III. VALUATION (1992-2 EETC)
<TABLE>
<CAPTION>
SCHEDULED AIRCRAFT SERIAL CONTINENTAL ADJ. BASE VALUE
MANUFACTURER'S NUMBER TAIL NUMBER ($000,000)
DELIVERY DATE
<S> <C> <C> <C>
B737-700, CFM56-7B24, 153,000(lb) MTOW
- ------------------------------------------------------------------------------
JULY 99 28945 N24729 36.11
- ------------------------------------------------------------------------------
AUGUST 99 28948 N16732 36.18
- ------------------------------------------------------------------------------
SEPTEMBER 99 28800 N14735 36.25
-------------------------------------
28803 N24736
- ------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULED AIRCRAFT SERIAL CONTINENTAL ADJ. BASE VALUE
MANUFACTURER'S NUMBER TAIL NUMBER ($000,000)
DELIVERY DATE
<S> <C> <C> <C>
B737-800, CFM56-7B26 Engines, 172,500(lb) MTOW
- ------------------------------------------------------------------------------
SEPTEMBER 99 28801 N35236 44.72
- ------------------------------------------------------------------------------
OCTOBER 99 28804 N12238 44.81
-------------------------------------
28951 N27239
-------------------------------------
28953 N14240
-------------------------------------
28952 N54241
-------------------------------------
28805 N14242
-------------------------------------
28806 N18243
- ------------------------------------------------------------------------------
NOVEMBER 99 28954 N17244 44.90
-------------------------------------
28955 N17245
-------------------------------------
28956 N27246
- ------------------------------------------------------------------------------
DECEMBER 99 28807 N36247 44.99
-------------------------------------
28808 N13248
-------------------------------------
28809 N14249
-------------------------------------
28957 N14250
-------------------------------------
28958 N25201
- ------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SCHEDULED AIRCRAFT SERIAL CONTINENTAL ADJ. BASE VALUE
MANUFACTURER'S NUMBER TAIL NUMBER ($000,000)
DELIVERY DATE
<S> <C> <C> <C>
B757-200, RB211-535E4B, 255,000(lb) MTOW
- ------------------------------------------------------------------------------
NOVEMBER 99 30229 N34137 59.48
- ------------------------------------------------------------------------------
DECEMBER 99 30351 N13138 59.60
- ------------------------------------------------------------------------------
</TABLE>
[MBA LOGO] 7
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5/19/99
<TABLE>
<CAPTION>
SCHEDULED AIRCRAFT SERIAL CONTINENTAL ADJ. BASE VALUE
MANUFACTURER'S NUMBER TAIL NUMBER ($000,000)
DELIVERY DATE
<S> <C> <C> <C>
B777-200B, GE90B Engines, 648,000(lb) MTOW
- ------------------------------------------------------------------------------
AUGUST 99 29860 N77012 132.69
- ------------------------------------------------------------------------------
SEPTEMBER 99 29861 N78013 132.96
- ------------------------------------------------------------------------------
OCTOBER 99 29862 N77014 133.22
- ------------------------------------------------------------------------------
</TABLE>
In developing the CBV of these aircraft, MBA did not inspect the aircraft or its
historical maintenance documentation. Therefore, we used certain assumptions
that are generally accepted industry practice to calculate the value of an
aircraft when more detailed information is not available. The principal
assumptions are as follows (for each aircraft):
1. The aircraft is to be delivered new.
2. The overhaul status of the airframe, engines, landing gear and other
major components are the equivalent of new delivery otherwise
specified.
3. The specifications of the aircraft are those most common for an
aircraft of this type new delivery.
4. The aircraft is in a standard airline configuration.
5. Its modification status is comparable to that most common for an
aircraft of its type and vintage.
6. No accounting is made for lease obligations or terms of ownership.
[MBA LOGO] 8
<PAGE> 118
5/19/99
IV. COVENANTS
This report has been prepared for the exclusive use of Credit Suisse -- First
Boston/CAL and shall not be provided to other parties by MBA without the express
consent of Credit Suisse -- First Boston/CAL.
MBA certifies that this report has been independently prepared and that it fully
and accurately reflects MBA's opinion as to the Current Base Value. MBA further
certifies that it does not have, and does not expect to have, any financial or
other interest in the subject or similar aircraft.
This report represents the opinion of MBA as to the Current Base Value of the
subject aircraft and is intended to be advisory only in nature. Therefore, MBA
assumes no responsibility or legal liability for any actions taken or not taken
by Credit Suisse -- First Boston/CAL or any other party with regard to the
subject aircraft. By accepting this report, all parties agree that MBA shall
bear no such responsibility or legal liability.
PREPARED BY:
/s/ Bryson P. Monteleone
BRYSON P. MONTELEONE
MANAGER OF OPERATIONS
REVIEWED BY:
/s/ Morten S. Beyer
MORTEN S. BEYER
CHAIRMAN AND CEO
ISTAT APPRAISER FELLOW
[MBA LOGO] 9
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