EX-4.6 2 0002.txt CERTIFICATE OF TRUST OF CONTINENTAL AIRLINES FINANCE TRUST II This Certificate of Trust is being executed as of November 6, 2000 for the purpose of creating a business trust pursuant to the Delaware Business Trust Act, 12 Del. C.ss.ss. 3801 et seq. (the "Act"). The undersigned hereby certify as follows: 1. Name: The name of the business trust is Continental Airlines Finance Trust II (the "Trust"). 2. Delaware Trustee. The name and business address of the Delaware resident trustee of the Trust meeting the requirements of Section 3807 of the Act are as follows: Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, Delaware 19890 3. Effective. The Certificate of Trust shall be effective immediately upon filing in the Office of the Secretary of State of the State of Delaware. 4. Counterparts. This Certificate of Trust may be executed in one or more counterparts. IN WITNESS WHEREOF, the undersigned, being all of the trustees of the Trust, have duly executed this Certificate of Trust as of the day and year first above written. WILMINGTON TRUST COMPANY, as Delaware Trustee By: /s/ W. Chris Sponenberg --------------------------------- Name: W. Chris Sponenberg Title: Assistant Vice President /s/ Lawrence W. Kellner -------------------------------------- Lawrence W. Kellner, as Trustee /s/ Jeffrey A. Smisek -------------------------------------- Jeffrey A. Smisek, as Trustee