SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 28, 2000
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-09781 74-2099724
(State or other jurisdiction (Commission File (IRS Employer Identification
of incorporation) Number) No.)
1600 Smith Street, Dept. HQSEO, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 324-5000
(Registrant's telephone number, including area code)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits. The Exhibit Index is hereby incorporated by reference. The
documents listed on the Exhibit Index are filed as Exhibits with reference to
the Registration Statement on Form S-3 (Registration No. 333-45834) of
Continental Airlines, Inc. The Registration Statement and the Prospectus
Supplement, dated November 14, 2000, to the Prospectus, dated September 25,
2000, relate to the offering of Continental Airlines, Inc.'s Pass Through
Certificates, Series 2000-2.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Continental Airlines, Inc. has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CONTINENTAL AIRLINES, INC.
By /S/ JEFFERY A. SMISEK
-----------------------------------
Jeffery A. Smisek
Executive Vice President, Secretary
and General Counsel
December 13, 2000
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EXHIBIT INDEX
1.1 Underwriting Agreement, dated November 14, 2000, among
Credit Suisse First Boston Corporation, Morgan Stanley &
Co. Incorporated, Chase Securities Inc., Goldman, Sachs &
Co. and Salomon Smith Barney Inc., as Underwriters, Credit
Suisse First Boston, New York branch, as Depositary, and
Continental Airlines, Inc.
4.1 Revolving Credit Agreement (2000-2A-1), dated as of
November 28, 2000, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider
4.2 Revolving Credit Agreement (2000-2A-2), dated as of
November 28, 2000, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider
4.3 Revolving Credit Agreement (2000-2B), dated as of November
28, 2000, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider
4.4 Revolving Credit Agreement (2000-2C), dated as of November
28, 2000, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider
4.5 Trust Supplement No. 2000-2A-1-O, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.6 Trust Supplement No. 2000-2A-1-S, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.7 Trust Supplement No. 2000-2A-2-O, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.8 Trust Supplement No. 2000-2A-2-S, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.9 Trust Supplement No. 2000-2B-O, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
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4.10 Trust Supplement No. 2000-2B-S, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.11 Trust Supplement No. 2000-2C-O, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.12 Trust Supplement No. 2000-2C-S, dated November 28, 2000,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.13 Intercreditor Agreement, dated as of November 28, 2000,
among Wilmington Trust Company, as Trustee, Landesbank
Hessen-Thuringen Girozentrale, as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent and Trustee
4.14 Deposit Agreement (Class A-1), dated as of November 28,
2000, between First Security Bank, National Association, as
Escrow Agent, and Credit Suisse First Boston, New York
branch, as Depositary
4.15 Deposit Agreement (Class A-2), dated as of November 28,
2000, between First Security Bank, National Association, as
Escrow Agent, and Credit Suisse First Boston, New York
branch, as Depositary
4.16 Deposit Agreement (Class B), dated as of November 28, 2000,
between First Security Bank, National Association, as
Escrow Agent, and Credit Suisse First Boston, New York
branch, as Depositary
4.17 Deposit Agreement (Class C), dated as of November 28, 2000,
between First Security Bank, National Association, as
Escrow Agent, and Credit Suisse First Boston, New York
branch, as Depositary
4.18 Escrow and Paying Agent Agreement (Class A-1), dated as of
November 28, 2000, among First Security Bank, National
Association, as Escrow Agent, Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Goldman, Sachs & Co. and Salomon Smith
Barney Inc., as Underwriters, Wilmington Trust Company, as
Trustee, and Wilmington Trust Company, as Paying Agent
4.19 Escrow and Paying Agent Agreement (Class A-2), dated as of
November 28, 2000, among First Security Bank, National
Association, as Escrow Agent, Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Goldman, Sachs & Co. and Salomon Smith
Barney Inc., as Underwriters, Wilmington Trust Company, as
Trustee, and Wilmington Trust Company, as Paying Agent
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4.20 Escrow and Paying Agent Agreement (Class B), dated as of
November 28, 2000, among First Security Bank, National
Association, as Escrow Agent, Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Goldman, Sachs & Co. and Salomon Smith
Barney Inc., as Underwriters, Wilmington Trust Company, as
Trustee, and Wilmington Trust Company, as Paying Agent
4.21 Escrow and Paying Agent Agreement (Class C), dated as of
November 28, among First Security Bank, National
Association, as Escrow Agent, Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated, Chase
Securities Inc., Goldman, Sachs & Co. and Salomon Smith
Barney Inc., as Underwriters, Wilmington Trust Company, as
Trustee, and Wilmington Trust Company, as Paying Agent
4.22 Note Purchase Agreement, dated as of November 28, 2000,
among Continental Airlines, Inc., Wilmington Trust Company,
as Trustee, Wilmington Trust Company, as Subordination
Agent, First Security Bank, National Association, as Escrow
Agent, and Wilmington Trust Company, as Paying Agent
4.23 Form of Leased Aircraft Participation Agreement
(Participation Agreement among Continental Airlines, Inc.,
Lessee, [______________], Owner Participant, First Security
Bank, National Association, Owner Trustee, Wilmington Trust
Company, Mortgagee and Loan Participant) (Exhibit A-1 to
Note Purchase Agreement)
4.24 Form of Lease (Lease Agreement between First Security Bank,
National Association, Lessor, and Continental Airlines,
Inc., Lessee) (Exhibit A-2 to Note Purchase Agreement)
4.25 Form of Leased Aircraft Indenture (Trust Indenture and
Mortgage between First Security Bank, National Association,
Owner Trustee, and Wilmington Trust Company, Mortgagee)
(Exhibit A-3 to Note Purchase Agreement)
4.26 Form of Leased Aircraft Trust Agreement (Trust Agreement
between [________] and First Security Bank, National
Association) (Exhibit A-5 to Note Purchase Agreement)
4.27 Form of Special Indenture (Trust Indenture and Mortgage
between First Security Bank, National Association, Owner
Trustee and Wilmington Trust Company, Mortgagee) (Exhibit
A-6 to Note Purchase Agreement)
4.28 Form of Owned Aircraft Participation Agreement
(Participation Agreement among Continental Airlines, Inc.,
Owner, and Wilmington Trust Company, as Mortgagee,
Subordination Agent and Trustee) (Exhibit C-1 to Note
Purchase Agreement)
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4.29 Form of Owned Aircraft Indenture (Trust Indenture and
Mortgage between Continental Airlines, Inc., Owner, and
Wilmington Trust Company, Mortgagee) (Exhibit C-2 to Note
Purchase Agreement)
4.30 7.707% Continental Airlines Pass Through Certificate
2000-2A-1-O, Certificate No. 1
4.31 7.487% Continental Airlines Pass Through Certificate
2000-2A-2-O, Certificate No. 1
4.32 8.307% Continental Airlines Pass Through Certificate
2000-2B-O, Certificate No. 1
4.33 8.312% Continental Airlines Pass Through Certificate
2000-2C-O, Certificate No. 1
23.1 Consent of Aircraft Information Services, Inc., dated
November 10, 2000
23.2 Consent of AVITAS, Inc., dated November 10, 2000
23.3 Consent of Morten Beyer and Agnew, Inc., dated November 10,
2000
