Exhibit 99.7
SUPPLEMENTAL AGREEMENT
Supplemental Agreement dated as of November 20, 1998,
among Continental Airlines, Inc., a Delaware corporation (the
"Company"), Newbridge Parent Corporation, a Delaware corporation
(the "Stockholder"), and Northwest Airlines Corporation, a
Delaware corporation that is the holder of all of the outstanding
stock of the Stockholder ("Parent").
WHEREAS, the Parent, the Stockholder and Air Partners,
L.P., a Texas limited partnership ("AP"), have entered into an
Investment Agreement dated as of January 25, 1998, as amended by
Amendment No. 1 dated February 27, 1998 and Amendment No. 2 dated
as of the date hereof (the "Investment Agreement"), to which the
Company is not a party and, pursuant to which, among other
things, the Stockholder has acquired the outstanding interests in
AP and certain shares of Class A Common Stock, par value $.01 per
share ("Class A Common Stock"), held by certain affiliates of AP
resulting in its Beneficial Ownership of 8,535,868 shares of
Class A Common Stock of the Company (the "Stock Purchase");
WHEREAS, the Stockholder and the Parent Beneficially
Own an additional 979,000 shares of Class A Common Stock (the
"Additional Shares") pursuant to a Purchase Agreement dated as of
March 2, 1998, among the Stockholder, the Parent, Xxxxxx
Investors III, LLC, a California limited liability company, and
the guarantors signatory thereto;
WHEREAS, Northwest Airlines, Inc., an indirect wholly
owned subsidiary of Parent, and the Company have entered into a
Master Alliance Agreement dated as of January 25, 1998 (the
"Alliance Agreement");
WHEREAS, as a condition to entering into the Alliance
Agreement, the Company required that the Parent and the
Stockholder enter into the Governance Agreement with the Company
dated as of January 25, 1998, which agreement was subsequently
amended by a First Amendment to the Governance Agreement dated as
of March 2, 1998 and is being amended by a Second Amendment dated
as of the date hereof;
WHEREAS, the Parent has been in discussions with the
United States Department of Justice ("DOJ") regarding the terms
of the Investment Agreement, and the Parent and the Company have
been in discussions with DOJ regarding the terms of the Alliance
Agreement, and the Governance Agreement (the Investment
Agreement, the Alliance Agreement and the Governance Agreement
together, the "Agreements") in connection with DOJ's antitrust
review of the transactions contemplated by the Agreements;
WHEREAS, the Parent and the Company believe that the
transactions contemplated by the Agreements are procompetitive
and beneficial to consumers;
WHEREAS, the DOJ has expressed concerns about the
effect on competition of certain terms of the Agreements;
WHEREAS, the Parent and the Stockholder believe that
it is desirable that certain of the terms and conditions of the
Governance Agreement be supplemented and extended to obviate the
concerns of DOJ;
WHEREAS, the Parent and the Stockholder have requested
that the Company enter into this Agreement to obviate the
concerns of DOJ; and
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WHEREAS, the Company is willing to agree to enter into
this Agreement to facilitate the prompt closing of the
transactions contemplated by the Investment Agreement and the
subsequent realization by the Company and its stockholders of the
expected benefits of the Alliance Agreement.
NOW, THEREFORE, the Company, the Stockholder and the
Parent, intending to be legally bound, hereby agree as follows:
Section 1. Defined Terms. Capitalized terms not
otherwise defined herein shall have their respective meanings set
forth in Section 28 of this Agreement.
Section 2. Independent Directors. During the
Supplemental Period, except in accordance with the proviso to
Section 5, the Company, the Parent, the Stockholder and their
respective Affiliates shall take all such actions as are required
under applicable law to cause Independent Directors to constitute
at all times at least a majority of the Board of Directors. At
each annual meeting of stockholders of the Company, or at any
time that a vacancy in a seat previously occupied by an
Independent Director on the Board of Directors is to be filled,
the identity of the Independent Director or Directors to stand
for election to the Board of Directors or to fill the vacancy, as
the case may be, shall be determined by a Majority Vote.
Section 3. Transactions Involving the Stockholder.
During the Supplemental Period, any material transaction between
the Company and the Parent, the Stockholder or any of their
respective Affiliates, or relating to this Agreement or the
Alliance Agreement, including without limitation, any amendment,
modification or waiver of any provision hereof or thereof, shall
not be taken without the prior approval thereof by a Majority
Vote.
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Section 4. Significant Actions. During the
Supplemental Period, no action described in Exhibit 4 of this
Agreement may be taken without the prior approval thereof by a
Majority Vote.
Section 5. Voting Generally. During the Supplemental
Period, subject to their obligations in Section 2 above, on all
matters other than an Extraordinary Transaction, and except as
permitted by Section 7, the Stockholder, the Parent and its
Affiliates (a) may vote Voting Securities Beneficially Owned by
them representing up to 20% of the Total Voting Power in their
sole discretion and (b) shall cast any remaining Stockholder
Voting Power (i) in the case of votes at a stockholders meeting,
in the same proportion as the votes cast by the other holders of
Voting Securities and (ii) in the case of action by written
consent, so that such percentage of Stockholder Voting Power
consented to on any matter equals the percentage of all other
outstanding Voting Securities so consented; provided, that with
respect to any election of directors in respect of which any
Person other than the Company is soliciting proxies, (x) all
shares referred to in clause (a) shall no longer be subject to
Section 2, and (y) the Stockholder and the Parent shall cause all
shares referred to in clause (b) to be voted, at the option of
the Stockholder, either (i) as recommended by the Board of
Directors or (ii) in the same proportion as the votes cast by the
other holders of Voting Securities.
Section 6. Extraordinary Transactions. During the
Supplemental Period, the Stockholder, the Parent and their
respective Affiliates may vote the Voting Securities Beneficially
Owned by them in their sole discretion with respect to any
Extraordinary Transaction.
Section 7. Rights Plan. If, during the Supplemental
Period, the Company redeems the rights issued under the Rights
Plan or amends the Rights Plan to permit a third party
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to acquire Beneficial Ownership of Voting Securities in excess of
the 15% limitation set forth in the definition of "Acquiring
Person" in the Rights Plan, the Stockholder, the Parent and their
Affiliates may, after such redemption or amendment, vote the
Voting Securities Beneficially Owned by them in their sole
discretion; provided, that if thereafter no third party has
exceeded the 15% limitation and the Company either adopts a new
Eligible Rights Plan or amends the Rights Plan such that a third
party may not acquire Beneficial Ownership of Voting Securities
in excess of the 15% limitation, then the voting restrictions in
Section 2 and Section 5 shall be reinstated.
Section 8. Restrictions on Transfer. During the
Supplemental Period, neither the Stockholder nor the Parent will
Transfer or permit any of their respective Affiliates to Transfer
any Voting Securities to any transferee who, together with its
Affiliates and Associates, would, to the knowledge of the Parent
or the Stockholder, Beneficially Own in excess of 10% of the
Total Voting Power as a result of such Transfer; provided,
however, that the foregoing shall not restrict (a) Transfers of
Voting Securities by the Stockholder to any of its controlled
Affiliates provided that any such controlled Affiliate agrees in
writing to be bound by the provisions of this Agreement
applicable to the Stockholder, (b) Transfers of Voting Securities
pursuant to any tender or exchange offer to acquire Voting
Securities approved and recommended by the Company's Board of
Directors (which recommendation has not been withdrawn), (c)
Transfers of Voting Securities to the Stockholder provided that
such Voting Securities are immediately transferred to the public
stockholders of the Stockholder by means of a pro rata dividend
or other pro rata distribution, (d) Transfers of the Shares by
the Voting Trust to the Stockholder upon termination of the
Voting Trust, and (e) Transfers of Voting Securities to the B/C/P
Group.
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Section 9. Issuance of Class A Common Stock. During
the Supplemental Period, the Company shall not issue any
additional shares of Class A Common Stock or securities
convertible into or exercisable or exchangeable for shares of
Class A Common Stock or enter into any agreement or arrangement
to do the same without giving the Stockholder pre-emptive rights
which shall permit the Stockholder to acquire shares of Class A
Common Stock concurrently with any such issuance.
Section 10. Issuance of Class B Common Stock. During
the Supplemental Period, the Company shall not, without giving
the Stockholder pre-emptive rights, issue shares of Class B
Common Stock or securities convertible into or exercisable or
exchangeable for shares of Class B Common Stock except to the
extent that such shares (including underlying shares, in the case
of securities convertible into or exercisable or exchangeable for
shares of Class B Common Stock) (a) in the case of such shares or
convertible securities issued for the purpose of fulfillment of
the Company's obligations under any present or future stock
option plan, do not exceed the number of shares issued under such
plans consistent with past practices (which practices, for this
purpose, are understood by the parties to include the issuance of
the number of shares of Class B Common Stock authorized under the
Company's 1998 Stock Incentive Plan), (b) in the case of such
shares or convertible securities issued for any other purpose, do
not exceed in the aggregate 10% of the number of shares of Class
B Common Stock outstanding on January 25, 1998 or (c) are issued
pursuant to options, warrants or convertible securities issued
and outstanding on, or commitments to issue such shares that are
in effect on, January 25, 1998, and which were disclosed in
Section 4.01(b) of the disclosure schedule to the Governance
Agreement.
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Section 11. Certain Adverse Actions. During the
Supplemental Period, the Company shall not, without the prior
written consent of the Parent, amend, alter or repeal its amended
and restated certificate of incorporation or by-laws so as to
eliminate or diminish the ability of stockholders of the Company
to act by written consent or Section 1.10 of the Company's
by-laws.
Section 12. No Amendment. During the Supplemental
Period, the Company shall not seek a vote of its stockholders
approving any amendment to the Company's amended and restated
certificate of incorporation or by-laws, nor shall it take any
other action, without the consent of the Parent, that would (a)
eliminate Air Partner's right in Section 2(e) of the Company's
amended and restated certificate of incorporation to convert
shares of Class A Common Stock into shares of Class D Common
Stock, (b) cause Section 203 of the Delaware General Corporation
Law to be applicable to the Company or (c) adopt an "interested
stockholder" provision.
Section 13. Executive Committee. During the
Supplemental Period, the authority of the Executive Committee of
the Company's Board of Directors shall not be amended or modified
from that set forth in the attached "Executive Committee Charter"
without the prior consent of the Parent.
Section 14. Eligible Rights Plan. The Company
covenants and agrees that, during the Supplemental Period, so
long as the Parent Beneficially Owns no less than 15% of the
Total Voting Power, the Company shall not (a) amend the Rights
Plan so as to cause it not to constitute an Eligible Rights Plan
or (b) adopt a shareholder rights plan that is not an Eligible
Rights Plan.
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Section 15. Post-Ten Year Anniversary Board
Composition. After the earlier to occur of the (a) tenth
anniversary of the Closing and (b) a termination of Sections 2
through 14 of this Agreement under Section 25(b), and until this
Agreement terminates as provided in Section 25(a) (the "Post-Ten
Year Anniversary Period"), the Parent and the Stockholder shall
take, and shall cause to be taken, such actions as are necessary
to cause the Board of Directors to include at least five
directors who are independent of and otherwise unaffiliated with
the Parent or the Company and shall not be an officer or an
employee, consultant or advisor (financial, legal or otherwise)
of the Parent or the Company or any of their respective
Affiliates, or any person who shall have served in such capacity
within the three-year period immediately preceding the date such
determination is made.
Section 16. Post-Ten Year Anniversary Board Power.
During the Post-Ten Year Anniversary Period, any material
transaction between the Company and the Parent, the Stockholder
or any of their respective Affiliates, or relating to this
Agreement or the Alliance Agreement, including without
limitation, any amendment, modification or waiver of any
provision hereof or thereof, shall not be taken without the prior
approval thereof by a majority of the five independent directors
described in Section 15.
Section 17. Representations and Warranties of the
Company. The Company represents and warrants to the Parent and
the Stockholder that (a) the Company is a corporation duly
organized, validly existing and in good standing under the laws
of the State of Delaware and has the corporate power and
authority to enter into this Agreement and to carry out its
obligations hereunder, (b) the execution and delivery of this
Agreement by the Company and the consummation by the Company of
the transactions contemplated hereby have been duly authorized by
all necessary corporate action on the part of the Company and by
Majority Vote
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and no other corporate proceedings on the part of the Company are
necessary to authorize this Agreement or any of the transactions
contemplated hereby, and (c) this Agreement has been duly
executed and delivered by the Company and constitutes a valid and
binding obligation of the Company, and is enforceable against the
Company in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights
generally from time to time in effect and to general principles
of equity, including concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether in a
proceeding at equity or at law).
Section 18. Representations and Warranties of the
Parent. The Parent represents and warrants to the Company that
(a) it and the Stockholder are corporations duly organized,
validly existing and in good standing under the laws of the State
of Delaware and each has the power and authority to enter into
this Agreement and to carry out its respective obligations
hereunder, (b) the execution and delivery of this Agreement by
the Parent and the Stockholder and the consummation by each of
them of the transactions contemplated hereby have been duly
authorized by all necessary action on their parts and no other
proceedings on their parts are necessary to authorize this
Agreement or any of the transactions contemplated hereby, and (c)
this Agreement has been duly executed and delivered by the Parent
and the Stockholder and constitutes a valid and binding
obligation of each of them, and is enforceable against each of
them in accordance with its terms (subject to applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and other similar laws affecting creditors' rights
generally from time to time in effect and to general principles
of equity, including concepts of materiality, reasonableness,
good faith and fair dealing, regardless of whether in a
proceeding at equity or at law).
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Section 19. Notices. All notices, requests and other
communications to any party hereunder shall be in writing
(including telecopy) and shall be given,
if to the Company, to:
Continental Airlines, Inc.
Dept. HQS-EO
Continental Tower
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
with a copy to:
Morris, Nichols, Arsht & Xxxxxxx
0000 X. Xxxxxx Xxxxxx
X.X. Xxx 0000
Xxxxxxxxxx, XX 00000-0000
Attention: X. Xxxxxxxxx Sparks, III
Fax: (000) 000-0000
if to the Parent, to:
Northwest Airlines Corporation
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
with a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
if to the Stockholder, to:
Newbridge Parent Corporation
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attention: General Counsel
Fax: (000) 000-0000
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with a copy to:
Xxxxxxx Xxxxxxx & Xxxxxxxx
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Xxxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
or such address or telecopy number as such party may hereafter
specify for the purpose by notice to the other parties hereto.
Each such notice, request or other communication shall be
effective when delivered personally, telegraphed, or telecopied,
or, if mailed, five business days after the date of the mailing.
Section 20. Amendments; No Waivers.
(a) Any provision of this Agreement may be amended or
waived if, and only if, such amendment or waiver has been
approved pursuant to Section 3 (or, during the Post-Ten Year
Anniversary Period, pursuant to Section 16) and is in writing and
signed, in the case of an amendment, by the parties hereto, or in
the case of a waiver, by the party against whom the waiver is to
be effective.
(b) No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any
other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or
remedies provided by law.
Section 21. Successors and Assigns. The provisions of
this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted
assigns.
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Section 22. Governing Law; Consent to Jurisdiction.
(a) This Agreement shall be construed in accordance with and
governed by the internal laws of the State of Delaware.
(b) Any suit, action or proceeding seeking to enforce
any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated
hereby may be brought in any federal court located in the State
of Delaware or any Delaware state court, and each of the parties
hereby consents to the exclusive jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest
extent permitted by law, any objection which it may now or
hereafter have to the laying of the venue of any such suit,
action or proceeding in any such court or that any such suit,
action or proceeding which is being brought in any such court has
been brought in an inconvenient forum. Process in any such suit,
action or proceeding may be served on any party anywhere in the
world, whether within or without the jurisdiction of any such
court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 19 shall
be deemed effective service of process on such party.
Section 23. Counterparts; Effectiveness. This
Agreement may be signed in any number of counterparts, each of
which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument. This
Agreement shall become effective when each party hereto shall
have received counterparts hereof signed by the other party
hereto.
Section 24. Specific Performance. The parties hereto
each acknowledge and agree that the parties' respective remedies
at law for a breach or threatened breach of any of the provisions
of this Agreement would be inadequate and, in recognition of that
fact, agree that, in
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the event of a breach or threatened breach by any of them of the
provisions of this Agreement, in addition to any remedies at law,
the aggrieved party, without posting any bond and without any
showing of irreparable injury shall be entitled to obtain
equitable relief in the form of specific performance, a temporary
restraining order, a temporary or permanent injunction or any
other equitable remedy which may then be available.
Section 25. Termination. (a) This Agreement shall
terminate upon the Stockholder and its Affiliates ceasing to
Beneficially Own Voting Securities representing at least 10% of
the Fully Diluted Voting Power.
(b) Sections 2 through 14 of this Agreement shall
terminate upon (i) a termination by the Company of the Alliance
Agreement other than a bona fide termination in accordance with
Section 16(b) of Exhibit C thereto, or (ii) a final determination
in an arbitration conducted in accordance with Section 22(c) of
the Alliance Agreement that the Company has breached any material
provision of the Alliance Agreement and that such breach gives
rise to the right of Northwest Airlines, Inc. to terminate the
Alliance Agreement in accordance with Section 16(b)(i) of Exhibit
C thereto.
Section 26. Severability. If any term, provision,
covenant or restriction of this Agreement is held by a court of
competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of
this Agreement shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, provided that the
parties hereto shall negotiate in good faith to attempt to place
the parties in the same position as they would have been in had
such provision not been held to be invalid, void or
unenforceable.
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Section 27. Non-Exclusivity. No action or transaction
taken in accordance with the express provisions of, and as
expressly permitted by, any provision of this Agreement shall be
treated as a breach of any other provision of this Agreement,
notwithstanding that such action or transaction shall not have
been expressly excepted from such latter provision.
Section 28. Definitions. For purposes of this
Agreement, the following terms shall have the following meanings:
"Affiliate" shall have the meaning set forth in Rule
12b-2 under the Exchange Act (as in effect on January 25, 1998).
"Alliance Agreement" shall have the meaning set forth
in the recitals hereto.
"Associate" shall have the meaning set forth in Rule
12b-2 under the Exchange Act (as in effect on January 25, 1998).
"B/C/P Group" shall mean Xxxxx Xxxxxxxxx, Xxxxx
Xxxxxxx or Xxxxxxx X. Xxxxx, III, or any Person with respect to
which one or more of them (i) directly or indirectly controls at
least 50.1% of the voting power, (ii) directly or indirectly
controls at least 50.1% of the equity, or (iii) directly or
indirectly controls in a manner substantially similar to the
control that the general partner of Air Partners has over Air
Partners pursuant to and as provided in the "Partnership
Agreement" (as defined in the Investment Agreement), which
Persons described in clause (iii) shall include 1998 CAI
Partners, L.P., a Texas limited partnership, under its
partnership agreement and ownership structure in effect on the
date hereof.
"Beneficially Own" or "Beneficial Ownership" with
respect to any securities shall mean having "beneficial
ownership" of such securities (as determined pursuant to Rule
13d-3 under the Exchange Act), including pursuant to any
agreement, arrangement or understanding, whether or not in
writing.
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"Board of Directors" shall mean the board of directors
of the Company.
"Class A Common Stock" shall mean the Class A Common
Stock, par value $0.01 per share, of the Company.
"Class B Common Stock" shall mean the Class B Common
Stock, par value $0.01 per share, of the Company.
"Class D Common Stock" shall mean the Class D Common
Stock, par value $0.01 per share, of the Company.
"Closing" shall mean the closing of the Stock Purchase
under the Investment Agreement.
"Company Common Stock" shall mean Class A Common
Stock, Class B Common Stock or Class D Common Stock.
"Eligible Rights Plan" shall have the meaning set
forth in Section 8.01(c) of the Governance Agreement.
"Exchange Act" shall mean the Securities Exchange Act
of 1934.
"Extraordinary Transaction" shall mean (a) a merger,
reorganization, share exchange, consolidation, business
combination, recapitalization, liquidation, dissolution or
similar transaction involving the Company, any sale of all or
substantially all of the Company's assets or any issuance of
Voting Securities that would represent in excess of 20% of the
Total Voting Power prior to such issuance, including any of the
foregoing involving the Stockholder or the Parent or (b) any
amendment to the Company's amended and restated certificate of
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incorporation or by-laws that would materially and adversely
affect the Stockholder (including through its effect on the
Alliance Agreement and the rights of the Voting Securities
Beneficially Owned by the Stockholder).
"Fully Diluted Voting Power" of any Person shall be
calculated by dividing (a) the sum of (i) ten times the aggregate
number of shares of Company Class A Common Stock beneficially
owned by such Person (assuming exercise of all outstanding
securities held by such Person that are convertible into or
exercisable or exchangeable for shares of Company Class A Common
Stock) and (ii) the number of shares of Company Class B Common
Stock beneficially owned by such Person (assuming exercise of all
outstanding securities held by such Person that are convertible
into or exercisable or exchangeable for shares of Company Class B
Common Stock) by (b) the sum of (i) ten times the aggregate
number of outstanding shares of Company Class A Common Stock
(assuming the exercise of all outstanding securities convertible
into or exercisable or exchangeable for shares of Company Class A
Common Stock) and (ii) the aggregate number of outstanding shares
of Company Class B Common Stock (assuming the exercise of all
outstanding securities convertible into or exercisable or
exchangeable for shares of Company Class B Common Stock).
"Governance Agreement" shall mean the Governance
Agreement between the Company, the Parent and the Stockholder
dated as of January 25, 1998, as amended by the First Amendment
to the Governance Agreement dated as of March 25, 1998 and the
Second Amendment to the Governance Agreement dated as of the date
hereof.
"Independent Director" shall mean any person listed on
Exhibit 2.01 to the Governance Agreement, (ii) and any other
person selected as an Independent Director in
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accordance with Section 2 of this Agreement and (iii) any other
person, who is elected to the Board of Directors in an election
of directors in respect of which any Person other than the
Company is soliciting proxies; provided that any such other
person so selected shall be independent of and otherwise
unaffiliated with the Parent or the Company (other than as an
Independent Director), and shall not be an officer or an
employee, consultant or advisor (financial, legal or other) of
the Parent or the Company or any of their respective Affiliates,
or any person who shall have served in any such capacity within
the three-year period immediately preceding the date such
determination is made.
"Investment Agreement" shall have the meaning set
forth in the recitals hereto.
"Majority Vote" shall mean the affirmative vote of a
majority of the Board of Directors, including the affirmative
vote of a majority of the Independent Directors.
"Person" shall mean any individual, partnership
(limited or general), joint venture, limited liability company,
corporation, trust, business trust, unincorporated organization,
government or department or agency of a government.
"Rights Plan" shall mean the Rights Agreement dated as
of November 20, 1998 between the Company and Xxxxxx Trust and
Savings Bank.
"Stockholder Voting Power" at any time shall mean the
aggregate voting power in the general election of directors of
all Voting Securities then Beneficially Owned by the Stockholder
and its Affiliates.
"Stock Purchase" shall have the meaning set forth in
the recitals hereto.
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"Subsidiary" shall mean, as to any Person, any Person
at least a majority of the shares of stock or other equity
interests of which having general voting power under ordinary
circumstances to elect a majority of the board of directors (or
comparable governing body) thereof (irrespective of whether or
not at the time stock or equity of any other class or classes
shall have or might have voting power by reason of the happening
of any contingency) is, at the time as of which the determination
is being made, owned by such Person, or one or more of its
Subsidiaries or by such Person and one or more of its
Subsidiaries.
"Supplemental Period" shall mean the period beginning
on the sixth anniversary of the Closing and ending on the tenth
anniversary of the Closing.
"Total Voting Power" at any time shall mean the total
combined voting power in the general election of directors of all
the Voting Securities then outstanding.
"Transfer" shall mean any sale, exchange, transfer,
pledge, encumbrance or other disposition, and "to Transfer" shall
mean to sell, exchange, transfer, pledge, encumber or otherwise
dispose of.
"Voting Securities" shall mean at any time shares of
any class of capital stock of the Company which are then entitled
to vote generally in the election of directors including, without
limitation, the Class A Common Stock and the Class B Common
Stock.
[Remainder of this page intentionally left blank]
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IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed as of the date first referred to
above.
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President,
General Counsel and Secretary
NEWBRIDGE PARENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------
Xxxxxxx X. Xxxxxxxxx
Vice President, Secretary and
Assistant Treasurer
CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President,
General Counsel and
Secretary
[Signature Page for Supplemental Agreement]
EXHIBIT 4 TO SUPPLEMENTAL AGREEMENT
(Significant Actions)
1. Any amendment to the certificate of incorporation
or by-laws of the Company.
2. Any reclassification, combination, split,
subdivision, redemption, purchase or other acquisition, directly
or indirectly, of any debt or equity security of the Company or
any Subsidiary of the Company (other than pursuant to existing
stock option plans or agreements or by or on behalf of any
existing employee benefit plan of the Company).
3. Any sale, lease, transfer or other disposition
(other than in the ordinary course of business consistent with
past practice), in one or more related transactions, of the
assets of the Company or any Subsidiary, the book value of which
assets exceeds 5% of the consolidated assets of the Company and
its Subsidiaries.
4. Any merger, consolidation, liquidation or
dissolution of the Company or any Subsidiary of the Company,
other than any such merger or consolidation of any Subsidiary of
the Company with and into the Company or another wholly-owned
Subsidiary of the Company.
5. Any acquisition of any other business which would
constitute a "Significant Subsidiary" (as defined in Section 1.02
of Regulation S-X under the Exchange Act) of the Company.
6. Any acquisition by the Company or any Subsidiary of
the Company of assets (not in the ordinary course of business
consistent with past practice) in one or more related
transactions which assets have a value which exceeds 5% of the
consolidated assets of the Company and its Subsidiaries.
7. Any issuance or sale of any capital stock of the
Company or any Subsidiary of the Company, other than issuance of
capital stock of the Company authorized for issuance pursuant to
stock plans or agreements in effect, or securities issued and
outstanding, at the date of Closing.
8. Any declaration or payment of any dividend or
distribution with respect to shares of the capital stock of the
Company or any Subsidiary (other than wholly-owned Subsidiaries
of the Company).
9. Any incurrence, assumption or issuance by the
Company or its Subsidiaries of any indebtedness for money
borrowed, not in the ordinary course of business consistent with
past practice, if, immediately after giving effect thereto and
the application of proceeds therefrom, the aggregate amount of
such indebtedness of the Company and its Subsidiaries would
exceed $500 million.
10. Establishment of, or continued existence of, any
committee of the Board of Directors with the power to approve any
of the foregoing.
11. The termination or election or appointment of
executive officers of the Company.
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