EXHIBIT 4.10
WARRANT PURCHASE AGREEMENT
This WARRANT PURCHASE AGREEMENT, dated as of May 27, 1997 (the
"Agreement") is by and between Continental Airlines, Inc., a Delaware
corporation (the "Company") and Air Partners, L.P., a Texas limited
partnership ("Air Partners").
RECITALS
WHEREAS, Air Partners is the record owner of warrants to purchase up to
4,150,885 shares of Class B common stock, par value $.01 per share (Class B
common stock") of the Company (the "Warrants"), issued pursuant to that
certain Warrant Agreement dated as of April 27, 1993 between the Company in
its corporate capacity and the Company in its capacity as warrant agent (the
"Warrant Agreement"), consisting of (i) Warrants to purchase 2,500,821 shares
of Class B common stock having a Warrant Price of $7.50 per share (the "$7.50
Warrants") and (ii) Warrants to purchase 1,650,064 shares of Class B common
stock having a Warrant Price of $15.00 per share (the "$15.00 Warrants"); and
WHEREAS, Air Partners desires to sell, and the Company desires to
purchase, certain of the Warrants, on the terms and subject to the conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, the parties hereto agree as follows:
1. Air Partners agrees to sell, and the Company agrees to purchase, (i)
$7.50 Warrants to purchase 2,314,687 shares of Class B common stock (the
"Purchased $7.50 Warrants") at a price (on a per Warrant basis) equal to the
positive difference between the Market Price per Share and $7.50 (the
"Intrinsic Value of the $7.50 Warrants"), and (ii) $15.00 Warrants to purchase
1,527,855 shares of Class B common stock (the "Purchased $15.00 Warrants" and
together with the Purchased $7.50 Warrants, the "Purchased Warrants") at a
price (on a per Warrant basis) equal to the positive difference between the
Market Price per Share and $15.00 (the "Intrinsic Value of the $15.00
Warrants"). As used herein, Market Price per Share shall mean the per share
closing price, regular way, of the Class B common stock on the New York Stock
Exchange, Inc. on the date hereof, which the parties agree is $35.00 per
share. The closing of the purchase and sale of the Purchased Warrants shall
take place on June 2, 1997 (the "Closing Date") at the principal offices of
the Company at 0000 Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx.
2. On the Closing Date, (a) Air Partners will transfer to the Company full
right, title and interest in and to the Purchased Warrants, free and clear of
any and all mortgages, liens, pledges, charges, security interests,
encumbrances or adverse claims of any kind or nature in respect of such
Purchased Warrants, and shall deliver to the Company a certificate or
certificates representing such Purchased Warrants, in each case duly endorsed
for transfer or accompanied by appropriate transfer powers duly endorsed, and
(b) the Company shall pay Air Partners, in full payment for the Purchased
Warrants, an amount equal to the sum of (i) the Intrinsic Value of the $7.50
Warrants multiplied by 2,314,687, and (ii) the Intrinsic Value of the $15.00
Warrants multiplied by 1,527,855, which amount (totalling $94,210,992.50)
shall be wire transferred in immediately available funds to a bank account
within the United States specified by Air Partners to the Company in writing
prior to the Closing Date.
3. The Company's obligation to purchase the Purchased Warrants shall be
subject to the satisfaction or written waiver by Continental of the following
condition: (i) no preliminary or permanent injunction or other order against
the purchase of the Purchased Warrants issued by any federal, state or other
court of competent jurisdiction within or without the United States shall be
in effect.
4. (a) This Agreement may be altered or amended only with the written
consent of both parties. This Agreement is not assignable, and shall be
governed by, and construed in accordance with, the laws of the State of New
York. This Agreement is not intended to confer any benefits upon, or create
any rights in favor of, any person other than the parties hereto. This
Agreement constitutes the entire agreement between the parties hereto relating
to the subject matter hereof, and all prior agreements or understandings,
written or oral, with respect thereto are superseded hereby. This Agreement
may be executed by the parties in counterparts, each of which sh all be deemed
an original, but all of which together shall constitute one and the same
instrument.
(b) All notices and other communications required or permitted
hereunder shall be in writing and shall be delivered (i) by personal delivery
or (ii) by sending a facsimile transmission of a copy of such writing,
addressed as follows:
if to the Company:
Continental Airlines, Inc.
0000 Xxxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Attention: Chief Financial Officer and General Counsel
Fax: 000 000-0000
if to Air Partners:
Air Partners, L.P.
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxx Xxxxx, Xxxxx 00000
Attn: Xxxxx X. Xxxxxxx
Fax: 000 000-0000
All notices and other communications hereunder shall be deemed to have been
given upon actual delivery when given by personal delivery, and upon receipt
of facsimile confirmation when delivered by facsimile transmission.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
CONTINENTAL AIRLINES, INC.
By:/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxxx X. Xxxxxxx
Executive Vice President
AIR PARTNERS, L.P.
By: 1992 Air GP, as General Partner
By: 1992 Air, Inc., as General
Partner
By:/s/ Xxxxx X. X'Xxxxx
Name: Xxxxx X. X'Xxxxx
Title: V.P.
