Exhibit 25.1
FORM T-1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) |__|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
95-3571558 | ||
(State of incorporation if not a U.S. national bank) | (I.R.S. employer identification no.) | |
700 South Flower Street Suite 500 | ||
Los Angeles, California | 90017 | |
(Address of principal executive offices) | (Zip code) |
Continental Airlines, Inc.
(Exact name of obligor as specified in its charter)
Delaware | 74-2099724 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |
1600 Smith Street, Dept. HQSEO | ||
Houston, Texas | 77002 | |
(Address of principal executive offices) | (Zip Code) |
Senior Debt Securities
1. | General information. Furnish the following information as to the trustee: |
(a) | Name and address of each examining or supervising authority to which it is subject. |
Name | Address | |
Comptroller of the Currency United States Department of the Treasury | Washington, D.C. 20219 | |
Federal Reserve Bank | San Francisco, California 94105 | |
Federal Deposit Insurance Corporation | Washington, D.C. 20429 |
(b) | Whether it is authorized to exercise corporate trust powers. |
Yes. | ||
2. | Affiliations with Obligor. | |
If the obligor is an affiliate of the trustee, describe each such affiliation. | ||
None. | ||
3-15. Not applicable. | ||
16. | List of Exhibits. | |
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d). |
1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948). | ||
2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948). | ||
3. | A copy of the authorization of the trustee to exercise corporate trust powers. (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-121948). | ||
4. | A copy of the existing by-laws of the trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-121948). |
-2-
6. | The consent of the trustee required by Section 321(b) of the Act. | ||
7. | A copy of the latest report of condition of the trustee published pursuant to law or to the requirements of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of Houston, and State of Texas, on the 24th day of April, 2009.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
By: | /s/ Marcella Burgess | |||
Name: | Marcella Burgess | |||
Title: | Assistant Vice President |
-3-
EXHIBIT 6
CONSENT OF THE TRUSTEE
Pursuant to the requirements of Section 321 (b) of the Trust Indenture Act of 1939, and in connection with the proposed issue ofContinental Airlines, Inc.,The Bank of New York Mellon Trust Company, N.A. hereby consents that reports of examinations by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefore.
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. | ||||
By: | /s/ Marcella Burgess | |||
Marcella Burgess | ||||
Assistant Vice President | ||||
Houston, Texas
April 24, 2009
April 24, 2009
-4-
EXHIBIT 7
REPORT OF CONDITIONConsolidating domestic subsidiaries of The Bank of New York Mellon Trust Company NA in the state of CA at close of business on December 31, 2008 published in response to call made by (Enter additional Information below) Statement of Resources and Liabilities Dollar Amounts in Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearina balances and currency and coin Interest-bearina balances 0Securities: Held-to-maturity securities 26 Available-for-sale securities 430,112 Federal funds sold and securities purchased under agreements to resell: Federal funds sold 28,500 Securities purchased under agreements to resell 50,000 Loans and lease financing receivables: Loans and leases held for sale o Loans and leases, net of unearned income 0 LESS: Allowance for loan and lease losses 0 Loans and leases, net of unearned income and allowance 0 Trading Assets 0 Premises and fixed assets (including capitalized leases) 11,261 Other real estate owned 0 Investments in unconsolidated subsidiaries and associated companies 1 Intangible assets: Goodwill 876,153 Other intangible assets 272,502 Other assets 181,657 Total assets 1,852,951 |
REPORT OF CONDITION (Continued)LIABILITIES Dollar Amounts in Thousands Deposits: In domestic offices [ 1.765 Noninterest- bearing 1,765 Interest-bearing 0 Federal funds purchased and securities sold under agreements to repurchase: Federal funds purchased 0 Securities sold under agreements to repurchase 0 Trading liabilities 0 Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) 268,691 Subordinated notes and debentures 0 Other liabilities 166,958 Total liabilities 437,414 Minority interest in consolidated subsidiaries 0 EQUITY CAPITAL Perpetual preferred stock and related surplus 0 Common stock 1,000 Surplus(exclude all surplus related to preferred stock) 1,121,520 Retained earnings 290,517 Accumulated other comprehensive income 2,500 Other eauity capital components 0 Total equity capital 1,415,537 Total liabilities, minority interest, and equity capital 1,852,951 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We dedare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. I, Karen Bayz, Vice President ( Name, Title ) of the above named bank do hereby dedare that this Report of Condition is true and correct to the best of my knowledge and belief. Director #1 (Michael K. Klugman, President Director #2 Frank Sulzberger, Managing Director Director #3 William D. Lindelof.Vice President |