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):
December 10, 2003
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 December 3, 2003, to the Prospectus, dated August 23, 2001,
relate to the offering of Continental Airlines, Inc.'s Pass Through
Certificates, Series 2003-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.
December 23, 2003 By /s/ JENNIFER L. VOGEL
------------------------------------
Jennifer L. Vogel
Senior Vice President, General
Counsel and Secretary
EXHIBIT INDEX
1.1 Underwriting Agreement, dated December 3, 2003, among Citigroup Global
Markets Inc. and Morgan Stanley & Co. Incorporated, as Underwriters,
Citibank, N.A., as Depositary, Embraer-Empresa Brasileira de Aeronautica
S.A. and Continental Airlines, Inc.
4.1 Trust Supplement No. 2003-ERJ1, dated as of December 10, 2003, 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 (2003-ERJ1), dated as of December 10, 2003,
between Wilmington Trust Company, as Subordination Agent, as Borrower,
and Citibank, N.A., as Liquidity Provider
4.3 Revolving Credit Agreement (2003-ERJ1), dated as of December 19, 2003,
between Wilmington Trust Company, as Subordination Agent, as Borrower, and
Credit Lyonnais, New York Branch, as Liquidity Provider (replacement for
the Revolving Credit Agreement filed as Exhibit 4.2)
4.4 Intercreditor Agreement, dated as of December 10, 2003, among Wilmington
Trust Company, as Trustee, Citibank N.A., as Liquidity Provider, and
Wilmington Trust Company, as Subordination Agent and Trustee
4.5 Deposit Agreement, dated as of December 10, 2003, between Wells Fargo
Bank Northwest, National Association, as Escrow Agent, and Citibank,
N.A., as Depositary
4.6 Escrow and Paying Agent Agreement, dated as of December 10, 2003, 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
4.7 Note Purchase Agreement, dated as of December 10, 2003, among Continental
Airlines, Inc., Wilmington Trust Company, as Trustee, Subordination Agent
and Paying Agent, and Wells Fargo Bank Northwest, National Association,
as Escrow Agent
4.8 Form of Participation Agreement (Participation Agreement among
Continental Airlines, Inc., as Lessee, Refine, Inc., 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)
4.9 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)
4.10 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)
4.11 Form of Trust Agreement (Amended and Restated Trust Agreement between
Refine, Inc., as Owner Participant, and Wells Fargo Bank Northwest,
National Association, as Owner Trustee) (Exhibit E to Note Purchase
Agreement)
4.12 7.875% Continental Airlines Pass Through Certificate, Series 2003-ERJ1,
Certificate No. 1
23.1 Consent of Aviation Specialists Group, Inc., dated December 1, 2003
23.2 Consent of AvSolutions, Inc., dated December 1, 2003
23.3 Consent of BK Associates, Inc., dated December 1, 2003