SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A-1
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 26, 2001
CONTINENTAL AIRLINES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-09781 74-2099724
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification 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)
This Amendment amends and restates in its entirety the Current Report on
Form 8-K, dated June 26, 2001, and filed with the Commission on July 11, 2001.
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. 333-57188) of
Continental Airlines, Inc. The Registration Statement and the final Prospectus
Supplement, dated June 12, 2001, to the Prospectus, dated March 23, 2001, relate
to the offering of Continental Airlines, Inc.'s Class C Pass Through
Certificates, Series 2001-1.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Continental
Airlines, Inc. has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
CONTINENTAL AIRLINES, INC.
By /S/ JENNIFER L. VOGEL
--------------------------------
Jennifer L. Vogel
Vice President and General Counsel
July 13, 2001
EXHIBIT INDEX
1.1 Underwriting Agreement, dated June 12, 2001, among Morgan
Stanley & Co. Incorporated, as Underwriter, Credit Suisse
First Boston, New York Branch, as Depositary, and Continental
Airlines, Inc.
4.1 Revolving Credit Agreement (2001-1C), dated as of June 26,
2001, between Wilmington Trust Company, as Subordination
Agent, as Borrower, and Landesbank Hessen-Thuringen
Girozentrale, as Liquidity Provider
4.2 Trust Supplement No. 2001-1C-O, dated June 26, 2001, between
Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.3 Trust Supplement No. 2001-1C-S, dated June 26, 2001, between
Wilmington Trust Company, as Trustee, and Continental
Airlines, Inc. to Pass Through Trust Agreement, dated as of
September 25, 1997
4.4 Amendment No. 1 to Intercreditor Agreement, dated as of June
26, 2001, among Continental Airlines, Inc., Wilmington Trust
Company, as Trustee, Landesbank Hessen-Thuringen Girozentrale,
as Liquidity Provider, and Wilmington Trust Company, as
Subordination Agent
4.5 Deposit Agreement (Class C), dated as of June 26, 2001,
between Wells Fargo Bank Northwest, National Association, as
Escrow Agent, and Credit Suisse First Boston, New York Branch,
as Depositary
4.6 Escrow and Paying Agent Agreement (Class C), dated as of June
26, 2001 among Wells Fargo Bank Northwest, National
Association, as Escrow Agent, Morgan Stanley & Co.
Incorporated, as Underwriter, Wilmington Trust Company, as
Trustee, and Wilmington Trust Company, as Paying Agent
4.7 Amended and Restated Note Purchase Agreement, dated as of June
26, 2001, among Continental Airlines, Inc., Wilmington Trust
Company, as Trustee, Wilmington Trust Company, as
Subordination Agent, Wells Fargo Bank Northwest, National
Association, as Escrow Agent, and Wilmington Trust Company, as
Paying Agent
4.8 Form of Leased Aircraft Participation Agreement (Participation
Agreement among Continental Airlines, Inc., Lessee,
[______________], Owner Participant, Wells Fargo Bank
Northwest, National Association, Owner Trustee, Wilmington
Trust Company, Mortgagee and Loan Participant) (Exhibit A-1 to
Note Purchase Agreement)
4.9 Form of Lease (Lease Agreement between Wells Fargo Bank
Northwest, National Association, Lessor, and Continental
Airlines, Inc., Lessee) (Exhibit A-2 to Note Purchase
Agreement)
4.10 Form of Leased Aircraft Indenture (Trust Indenture and
Mortgage between Wells Fargo Bank Northwest, National
Association, Owner Trustee, and Wilmington Trust Company,
Mortgagee) (Exhibit A-3 to Note Purchase Agreement)
4.11 Form of Leased Aircraft Trust Agreement (Trust Agreement
between [________] and Wells Fargo Bank Northwest, National
Association) (Exhibit A-5 to Note Purchase Agreement)
4.12 Form of Special Indenture (Trust Indenture and Mortgage
between Wells Fargo Bank Northwest, National Association,
Owner Trustee and Wilmington Trust Company, Mortgagee)
(Exhibit A-6 to Note Purchase Agreement)
4.13 Form of Owned Aircraft Participation Agreement (Participation
Agreement among Continental Airlines, Inc., Owner, and
Wilmington Trust Company, Mortgagee, Subordination Agent and
Trustee) (Exhibit C-1 to Note Purchase Agreement)
4.14 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)
4.15 7.033% Continental Airlines Pass Through Certificate 2001-1C-O
23.1 Consent of Aircraft Information Services, Inc., dated June 12,
2001
23.2 Consent of AVITAS, Inc., dated June 12, 2001
23.3 Consent of Morten Beyer and Agnew, Inc., dated June 12, 2001