Registration No. 333-27851
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
to
Form S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
Continental Airlines, Inc.
(Exact name of registrant as specified in its charter)
Delaware 4512 74-2099724
(State or other jurisdiction (Primary standard industrial (I.R.S. employer
of incorporation or classification code number) identification number)
organization)
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(713) 834-2950
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------
JEFFERY A. SMISEK, Esq.
Executive Vice President, General Counsel and Secretary
Continental Airlines, Inc.
2929 Allen Parkway, Suite 2010
Houston, Texas 77019
(713) 834-2950
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies of correspondence to:
JOHN K. HOYNS, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, New York 10004-1482
--------------
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
--------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box:
CALCULATION OF REGISTRATION FEE
<TABLE>
==============================================================================================
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Each Class of Securities Amount to be Price Per Offering Registration
to be Registered Registered (1) Certificate (2) Price (2) Fee
- ----------------------------------- --------------- --------------- ------------ --------------
<S> <C> <C> <C> <C>
Pass Through Certificates,
Series 1997-1A.................... $437,876,000 100% $437,876,000
Pass Through Certificates,
Series 1997-1B.................... $148,333,000 100% $148,333,000 $214,334 (3)
Pass Through Certificates,
Series 1997-1C-I.................. $111,093,000 100% $111,093,000
Pass Through Certificates,
Series 1997-1C-II................. $10,000,000 100% $10,000,000
- ----------------------------------- --------------- --------------- ------------ --------------
</TABLE>
(1) Equals the aggregate principal amount of the securities being registered.
(2) Pursuant to Rule 457(f)(2), the registration fee has been calculated using
the book value of the securities being registered.
(3) Paid on May 27, 1997.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 21. Exhibits.
(The below-listed exhibits have been previously filed.)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 -- Form of New 7.461% Continental Airlines Pass Through
Certificate Series 1997-1A-0 (included in Exhibit 4.5)
4.2 -- Form of New 7.461% Continental Airlines Pass Through
Certificate Series 1997-1B-0 (included in Exhibit 4.6)
4.3 -- Form of New 7.420% Continental Airlines Pass Through
Certificate Series 1997-1C-I-0 (included in Exhibit 4.7)
4.4 -- Form of New 7.420% Continental Airlines Pass Through
Certificate Series 1997-1C-II-0 (included in Exhibit 4.8)
4.5 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1A-0
and the issuance of 7.461% Continental Airlines Pass Through
Trust, Series 1997-1A-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.6 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1B-0
and the issuance of 7.461% Continental Airlines Pass Through
Trust, Series 1997-1B-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.7 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1C-I-0
and the issuance of 7.420% Continental Airlines Pass Through
Trust, Series 1997-1C-I-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.8 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1C-II-0
and the issuance of 7.420% Continental Airlines Pass Through
Trust, Series 1997-1C-II-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.9 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1A-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.10 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1A-0, as Borrower and ING Bank N.V. as Liquidity
Provider
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.11 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1B-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.12 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1B-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.13 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-I-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.14 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-I-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.15 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-II-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.16 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-II-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.17 -- Intercreditor Agreement dated as of March 21, 1997, among
Wilmington Trust Company, as Trustee under the Continental
Airlines Pass Through Trust 1997-1A-0, Continental Airlines
Pass Through Trust 1997-1B-0, Continental Airlines Pass
Through Trust 1997-1-C-I-0 and Continental Pass Through
Trust 1997-1C-II-0, ING Bank N.V. and ABN AMRO Bank N.V., as
Class A Liquidity Provider, Class B Liquidity Provider,
Class C Liquidity Provider, and Wilmington Trust Company, as
Subordination Agent and Trustee
4.18 -- Exchange and Registration Rights Agreement, dated as of
March 21, 1997, among Continental Airlines, Inc., Wilmington
Trust Company, as Trustee under Continental Airlines Pass
Through Trust, Series 1997-1A-O, Continental Airlines Pass
Through Trust, Series 1997-1B-O, Continental Airlines Pass
Through Trust, Series 1997-1C-I-O, Continental Airlines Pass
Through Trust, Series 1997-1C-II-O, and Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co.
4.19 -- Deposit Agreement (Class A) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.20 -- Deposit Agreement (Class B) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.21 -- Deposit Agreement (Class C-I) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.22 -- Deposit Agreement (Class C-II) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.23 -- Escrow and Paying Agent Agreement (Class A) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1A-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.24 -- Escrow and Paying Agent Agreement (Class B) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1B-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.25 -- Escrow and Paying Agent Agreement (Class C-I) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1C-I-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.26 -- Escrow and Paying Agent Agreement (Class C-II) dated as
of March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1C-II-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.27 -- Note Purchase Agreement dated as of March 21, 1997 among
Continental Airlines, Inc., Wilmington Trust Company as Pass
Through Trustee under each of the Pass Through Trust
Agreements, Wilmington Trust Company, as Subordination
Agent, First Security Bank, National Association, as Escrow
Agent and Wilmington Trust Company as Paying Agent
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.28 -- Form of Leased Aircraft Participation Agreement (included
as Exhibit A-1 to Exhibit 4.27 to this Registration
Statement and incorporated herein by reference)
4.29 -- Form of Lease (included as Exhibit A-2 to Exhibit 4.27 to
this Registration Statement and incorporated herein by
reference)
4.30 -- Form of Leased Aircraft Indenture (included as Exhibit
A-3 to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
4.31 -- Form of Leased Aircraft Trust Agreement (included as
Exhibit A-5 to Exhibit 4.27 to this Registration Statement
and incorporated herein by reference)
4.32 -- Form of Owned Aircraft Participation Agreement (included
as Exhibit C-1 to Exhibit 4.27 to this Registration
Statement and incorporated herein by reference)
4.33 -- Form of Owned Aircraft Indenture (included as Exhibit C-2
to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
4.34 -- Form of Special Participation Agreement (included as
Exhibit D-1 to Exhibit 4.27 to this Registration Statement
and incorporated herein by reference)
4.35 -- Form of Special Lease (included as Exhibit D-2 to Exhibit
4.27 to this Registration Statement and incorporated herein
by reference)
4.36 -- Form of Special Indenture (included as Exhibit D-3 to
Exhibit 4.27 to this Registration Statement and incorporated
herein by reference)
4.37 -- Form of Special Trust Agreement (included as Exhibit D-4
to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
5.1 -- Opinion of Hughes Hubbard & Reed LLP relating to validity
of New Certificates
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Hughes Hubbard & Reed LLP (included in its
opinion filed as exhibit 5.1)
23.3 -- Consent of Aircraft Information Services, Inc.
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
23.4 -- Consent of BK Associates, Inc.
23.5 -- Consent of Morten Beyer and Associates, Inc.
24.1 -- Powers of Attorney
25.1 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1A Pass Through Certificates, on Form T-1
25.2 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1B Pass Through Certificates, on Form T-1
25.3 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1-C-I Pass Through Certificates, on Form T-1
25.4 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1-C-II Pass Through Certificates, on Form T-1
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
99.4 -- Form of Letter to Clients
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has
duly caused this Amendment to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on July 15, 1997.
CONTINENTAL AIRLINES, INC.
By: /s/ JEFFERY A. SMISEK
-----------------------------------
Jeffery A. Smisek
Executive Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following persons
in the capacities indicated, on July 15, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman of the Board and Chief
- ----------------------------------------------- Executive Officer (Principal
Gordon M. Bethune Executive Officer) and
Director
* Executive Vice President and
- ----------------------------------------------- Chief Financial Officer
Lawrence W. Kellner (Principal Financial Officer)
* Vice President and Controller
- ----------------------------------------------- (Principal Accounting Officer
Michael P. Bonds
* Director
- -----------------------------------------------
Thomas J. Barrack, Jr.
* President, Chief Operating
- ----------------------------------------------- Officer and Director
Gregory D. Brenneman
* Director
- -----------------------------------------------
Lloyd M. Bentsen, Jr.
* Director
- -----------------------------------------------
David Bonderman
* Director
- -----------------------------------------------
Patrick Foley
* Director
- -----------------------------------------------
Douglas H. McCorkindale
* Director
- -----------------------------------------------
George G.C. Parker
<PAGE>
Signature Title
--------- -----
<S> <C>
* Director
- -----------------------------------------------
Richard W. Pogue
* Director
- -----------------------------------------------
William S. Price III
* Director
- -----------------------------------------------
Donald L. Sturm
* Director
- -----------------------------------------------
Karen Hastie Williams
* Director
- -----------------------------------------------
Charles A. Yamarone
</TABLE>
*By: /s/ JEFFERY A. SMISEK
-----------------------------------
Jeffery A. Smisek, Attorney-In-Fact
<PAGE>
EXHIBIT INDEX
(The below-listed exhibits have been previously filed.)
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.1 -- Form of New 7.461% Continental Airlines Pass Through
Certificate Series 1997-1A-0 (included in Exhibit 4.5)
4.2 -- Form of New 7.461% Continental Airlines Pass Through
Certificate Series 1997-1B-0 (included in Exhibit 4.6)
4.3 -- Form of New 7.420% Continental Airlines Pass Through
Certificate Series 1997-1C-I-0 (included in Exhibit 4.7)
4.4 -- Form of New 7.420% Continental Airlines Pass Through
Certificate Series 1997-1C-II-0 (included in Exhibit 4.8)
4.5 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1A-0
and the issuance of 7.461% Continental Airlines Pass Through
Trust, Series 1997-1A-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.6 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1B-0
and the issuance of 7.461% Continental Airlines Pass Through
Trust, Series 1997-1B-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.7 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1C-I-0
and the issuance of 7.420% Continental Airlines Pass Through
Trust, Series 1997-1C-I-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.8 -- Pass Through Trust Agreement, dated as of March 21, 1997,
between Continental Airlines, Inc., and Wilmington Trust
Company, as Trustee, made with respect to the formation of
Continental Airlines Pass Through Trust, Series 1997-1C-II-0
and the issuance of 7.420% Continental Airlines Pass Through
Trust, Series 1997-1C-II-0 Pass Through Certificates
representing fractional undivided interests in the Trust
4.9 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1A-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.10 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1A-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.11 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1B-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.12 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1B-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.13 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-I-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.14 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-I-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.15 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-II-0, as Borrower and ABN AMRO Bank N.V., Chicago
Branch as Liquidity Provider
4.16 -- Revolving Credit Agreement, dated March 21, 1997, between
Wilmington Trust Company, as Subordination Agent, as agent
and trustee for the Continental Airlines Pass Through Trust
1997-1C-II-0, as Borrower and ING Bank N.V. as Liquidity
Provider
4.17 -- Intercreditor Agreement dated as of March 21, 1997, among
Wilmington Trust Company, as Trustee under the Continental
Airlines Pass Through Trust 1997-1A-0, Continental Airlines
Pass Through Trust 1997-1B-0, Continental Airlines Pass
Through Trust 1997-1-C-I-0 and Continental Pass Through
Trust 1997-1C-II-0, ING Bank N.V. and ABN AMRO Bank N.V., as
Class A Liquidity Provider, Class B Liquidity Provider,
Class C Liquidity Provider, and Wilmington Trust Company, as
Subordination Agent and Trustee
4.18 -- Exchange and Registration Rights Agreement, dated as of
March 21, 1997, among Continental Airlines, Inc., Wilmington
Trust Company, as Trustee under Continental Airlines Pass
Through Trust, Series 1997-1A-O, Continental Airlines Pass
Through Trust, Series 1997-1B-O, Continental Airlines Pass
Through Trust, Series 1997-1C-I-O, Continental Airlines Pass
Through Trust, Series 1997-1C-II-O, and Credit Suisse First
Boston Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co.
4.19 -- Deposit Agreement (Class A) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.20 -- Deposit Agreement (Class B) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.21 -- Deposit Agreement (Class C-I) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.22 -- Deposit Agreement (Class C-II) dated as of March 21, 1997
between First Security Bank, National Association as Escrow
Agent under the Escrow and Paying Agent Agreement, and
Credit Suisse First Boston, New York Branch, as Depositary
4.23 -- Escrow and Paying Agent Agreement (Class A) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1A-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.24 -- Escrow and Paying Agent Agreement (Class B) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1B-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.25 -- Escrow and Paying Agent Agreement (Class C-I) dated as of
March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1C-I-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.26 -- Escrow and Paying Agent Agreement (Class C-II) dated as
of March 21, 1997 among First Security Bank, National
Association as Escrow Agent; Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc. and Goldman, Sachs & Co., as Initial
Purchasers under the Certificate Purchase Agreement;
Wilmington Trust Company, not in its individual capacity,
but solely as Pass Through Trustee for and on behalf of
Continental Airlines Pass Through Trust 1997-1C-II-0 as Pass
Through Trustee; and Wilmington Trust Company as Paying
Agent
4.27 -- Note Purchase Agreement dated as of March 21, 1997 among
Continental Airlines, Inc., Wilmington Trust Company as Pass
Through Trustee under each of the Pass Through Trust
Agreements, Wilmington Trust Company, as Subordination
Agent, First Security Bank, National Association, as Escrow
Agent and Wilmington Trust Company as Paying Agent
4.28 -- Form of Leased Aircraft Participation Agreement (included
as Exhibit A-1 to Exhibit 4.27 to this Registration
Statement and incorporated herein by reference)
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
4.29 -- Form of Lease (included as Exhibit A-2 to Exhibit 4.27 to
this Registration Statement and incorporated herein by
reference)
4.30 -- Form of Leased Aircraft Indenture (included as Exhibit
A-3 to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
4.31 -- Form of Leased Aircraft Trust Agreement (included as
Exhibit A-5 to Exhibit 4.27 to this Registration Statement
and incorporated herein by reference)
4.32 -- Form of Owned Aircraft Participation Agreement (included
as Exhibit C-1 to Exhibit 4.27 to this Registration
Statement and incorporated herein by reference)
4.33 -- Form of Owned Aircraft Indenture (included as Exhibit C-2
to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
4.34 -- Form of Special Participation Agreement (included as
Exhibit D-1 to Exhibit 4.27 to this Registration Statement
and incorporated herein by reference)
4.35 -- Form of Special Lease (included as Exhibit D-2 to Exhibit
4.27 to this Registration Statement and incorporated herein
by reference)
4.36 -- Form of Special Indenture (included as Exhibit D-3 to
Exhibit 4.27 to this Registration Statement and incorporated
herein by reference)
4.37 -- Form of Special Trust Agreement (included as Exhibit D-4
to Exhibit 4.27 to this Registration Statement and
incorporated herein by reference)
5.1 -- Opinion of Hughes Hubbard & Reed LLP relating to validity
of New Certificates
12.1 -- Computation of Ratio of Earnings to Fixed Charges
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Hughes Hubbard & Reed LLP (included in its
opinion filed as exhibit 5.1)
23.3 -- Consent of Aircraft Information Services, Inc.
23.4 -- Consent of BK Associates, Inc.
<PAGE>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
23.5 -- Consent of Morten Beyer and Associates, Inc.
24.1 -- Powers of Attorney
25.1 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1A Pass Through Certificates, on Form T-1
25.2 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1B Pass Through Certificates, on Form T-1
25.3 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1-C-I Pass Through Certificates, on Form T-1
25.4 -- Statement of Eligibility of Wilmington Trust Company for
the 1997-1-C-II Pass Through Certificates, on Form T-1
99.1 -- Form of Letter of Transmittal
99.2 -- Form of Notice of Guaranteed Delivery
99.3 -- Form of Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees
99.4 -- Form of Letter to Clients
</TABLE>
