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):
June 29, 2004
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10323 74-2099724
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1600 Smith Street, Dept. HQSEO, Houston, Texas 77002
(Address of principal executive offices) (Zip Code)
(713) 324-2950
(Registrant's telephone number, including area code)
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. 333-67886) of
Continental Airlines, Inc. The Registration Statement and the final Prospectus
Supplement, dated June 18, 2004, to the Prospectus, dated August 23, 2001,
relate to the offering of Continental Airlines, Inc.'s Pass Through
Certificates, Series 2004-ERJ1.
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.
July 7, 2004 By /s/ GERALD LADERMAN
------------------------------------
Gerald Laderman
Senior Vice President - Finance and
Treasurer
EXHIBIT INDEX
1.1 Underwriting Agreement, dated June 18, 2004, among
Citigroup Global Markets Inc. and Morgan Stanley & Co.
Incorporated, as Underwriters, WestLB AG, New York Branch,
as Depositary, Embraer-Empresa Brasileira de Aeronautica
S.A. and Continental Airlines, Inc.
4.1 Trust Supplement No. 2004-ERJ1, dated as of June 29, 2004,
between Wilmington Trust Company, as Trustee, and
Continental Airlines, Inc. to Pass Through Trust Agreement,
dated as of September 25, 1997
4.2 Revolving Credit Agreement (2004-ERJ1), dated as of June
29, 2004, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and WestLB AG, New York
Branch, as Liquidity Provider
4.3 Revolving Credit Agreement (2004-ERJ1), dated as of June
29, 2004, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Citicorp North
America, Inc., as Liquidity Provider
4.4 Guarantee, dated June 29, 2004, by Citicorp, relating to
the Revolving Credit Agreement (2004-ERJ1), dated as of
June 29, 2004, between Wilmington Trust Company, as
Subordination Agent, as Borrower, and Citicorp North
America, Inc., as Liquidity Provider
4.5 Intercreditor Agreement, dated as of June 29, 2004, among
Wilmington Trust Company, as Trustee, WestLB AG, New York
Branch, and Citicorp North America, Inc., as Liquidity
Providers, and Wilmington Trust Company, as Subordination
Agent and Trustee
4.6 Deposit Agreement, dated as of June 29, 2004, between Wells
Fargo Bank Northwest, National Association, as Escrow
Agent, and WestLB AG, New York Branch, as Depositary
4.7 Escrow and Paying Agent Agreement, dated as of June 29,
2004, among Wells Fargo Bank Northwest, National
Association, as Escrow Agent, Citigroup Global Markets Inc.
and Morgan Stanley & Co. Incorporated, as Underwriters,
Wilmington Trust Company, as Trustee, and Wilmington Trust
Company, as Paying Agent
4.8 Note Purchase Agreement, dated as of June 29, 2004, among
Continental Airlines, Inc., Wilmington Trust Company, as
Trustee, Subordination Agent and Paying Agent, and Wells
Fargo Bank Northwest, National Association, as Escrow Agent
4.9 Form of Participation Agreement (Participation Agreement
among Continental Airlines, Inc., as Lessee, [__________],
as Owner Participant, Wells Fargo Bank Northwest, National
Association, as Owner Trustee and Lessor, Wilmington Trust
Company, as Mortgagee, Subordination Agent and Trustee, and
Embraer-Empresa Brasileira de Aeronautica S.A.) (Exhibit A
to Note Purchase Agreement)
4.10 Form of Lease (Lease between Wells Fargo Bank Northwest,
National Association, as Owner Trustee and Lessor, and
Continental Airlines, Inc., as Lessee) (Exhibit B to Note
Purchase Agreement)
4.11 Form of Indenture (Trust Indenture and Mortgage between
Wells Fargo Bank Northwest, National Association, as Owner
Trustee, and Wilmington Trust Company, as Mortgagee)
(Exhibit C to Note Purchase Agreement)
4.12 Form of Trust Agreement ([Amended and Restated] Trust
Agreement between [__________], as Owner Participant, and
Wells Fargo Bank Northwest, National Association, as Owner
Trustee) (Exhibit E to Note Purchase Agreement)
4.13 9.558% Continental Airlines Pass Through Certificate,
Series 2004-ERJ1, Certificate No. 1
23.1 Consent of Aviation Specialists Group, Inc., dated June 14,
2004
23.2 Consent of AvSolutions, Inc., dated June 14, 2004
23.3 Consent of BK Associates, Inc., dated June 14, 2004
23.4 Consent of Aviation Specialists Group, Inc., dated June 17,
2004
23.5 Consent of AvSolutions, Inc., dated June 17, 2004
23.6 Consent of BK Associates, Inc., dated June 17, 2004