EXHIBIT 2.2
FIRST AMENDMENT
TO THE
GOVERNANCE AGREEMENT
This First Amendment to the Governance Agreement dated as of March 2,
1998, is by and 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 Company, the Stockholder and the Parent have entered into
that certain Governance Agreement dated as of January 25, 1998 (the "Governance
Agreement"), pursuant to which the Parent and the Stockholder have agreed, among
other things, that they and their respective Affiliates will not, subject to
certain exceptions set forth in the Governance Agreement, Beneficially Own any
Voting Securities in excess of the Permitted Percentage; and
WHEREAS, the Parent and the Stockholder have proposed to enter into a
Purchase Agreement (the "Xxxxxx Agreement") with Xxxxxx Investors III, LLC, a
California limited partnership ("Xxxxxx"), and the guarantors signatory thereto,
pursuant to which the Parent and the Stockholder would acquire Beneficial
Ownership of 979,000 shares of Class A Common Stock Beneficially Owned by
Xxxxxx;
WHEREAS, the Parent and the Stockholder entering into the Xxxxxx
Agreement would cause them to Beneficially Own Voting Securities in excess of
the Permitted Percentage as in effect on the date hereof; and
WHEREAS, the Parent and the Stockholder have requested that the
Company consent to their entering into the Xxxxxx Agreement, and the Company is
willing to agree thereto subject to the terms and conditions of this First
Amendment; and
WHEREAS, the Company, the Parent and the Stockholder desire to clarify
the effect of the conversion of Class A Common Stock to Class B Common Stock by
the holders thereof under Section 1.01 of the Governance Agreement.
NOW, THEREFORE, the Company, the Stockholder and the Parent, intending
to be legally bound, hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have their
respective meanings set forth in the Governance Agreement.
2. Section 1.01(d) of the Governance Agreement is amended and
restated to read in its entirety as set forth below:
(d) (i) Except as otherwise set forth in this subsection
(d), if at any time the Parent or the Stockholder becomes
aware that it and its Affiliates Beneficially Own more than
the Permitted Percentage, then the Parent shall promptly
notify the Company, and the Parent and the Stockholder, as
appropriate, shall promptly take all action necessary to
reduce the amount of Voting Securities Beneficially Owned by
such Persons to an amount not greater than the Permitted
Percentage.
(ii) If the Voting Securities Beneficially Owned by
the Stockholder and its Affiliates exceed the Permitted
Percentage (A) solely by reason of repurchases of Voting
Securities by the Company or (B) as a result of the
transactions otherwise permitted by the terms of this
Agreement, then the Stockholder shall not be required to
reduce the amount of Voting Securities Beneficially Owned by
such Persons and the percentage of the Fully Diluted Voting
Power represented by the voting Securities Beneficially
Owned by such Persons shall become the Permitted Percentage.
(iii) Notwithstanding the provisions of Section
1.01(a), if the Voting Securities Beneficially Owned by the
Stockholder and
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its Affiliates exceed the Permitted Percentage solely by reason of the
Parent's and the Stockholder's entering into (A) the Purchase
Agreement dated as of March 2, 1998 (the "Xxxxxx Agreement") among the
Parent, the Stockholder, Xxxxxx Investors III, LLC, a California
limited liability company ("Xxxxxx"), and the guarantors signatory
thereto, respecting the sale by Xxxxxx of 979,000 shares of Class A
Common Stock to the Stockholder, and (B) the Investment Agreement and
the purchase of (C) the 979,000 shares of Class A Common Stock
pursuant to the Xxxxxx Agreement, and (D) Voting Securities pursuant
to the Investment Agreement, the Stockholder and its Affiliates shall
not be required to reduce the amount of Voting Securities Beneficially
Owned by such Persons; provided that the Permitted Percentage shall
not be changed as a result thereof, and, if the Fully Diluted Voting
Power of the Voting Securities Beneficially Owned by the Stockholder
and its Affiliates is subsequently reduced to or below the Permitted
Percentage, neither the Stockholder, the Parent, nor any of their
respective Affiliates shall Beneficially Own any Voting Securities in
excess of the Permitted Percentage after such reduction.
(iv) Notwithstanding the provisions of Section
1.01(a), if the Voting Securities Beneficially Owned by the
Stockholders and its Affiliates exceed the Permitted
Percentage solely by reason of the conversion of shares of
Class A Common Stock into shares of Class B Common Stock by
the holders thereof, the Stockholder and its Affiliates
shall not be required to reduce the amount of Voting
Securities Beneficially Owned by such Persons; provided
that, the Permitted Percentage shall not be changed as a
result of any such conversion, and if the Fully Diluted
Voting Power of the Voting Securities Beneficially Owned by
the Stockholder and its Affiliates is subsequently reduced
to or below the Permitted Percentage, neither the
Stockholder, the Parent nor any of their respective
Affiliates shall Beneficially Own any Voting Securities in
excess of the Permitted Percentage after such reduction.
3. The Company hereby represents and warrants to the Parent and the
Stockholder that this First Amendment to the Governance Agreement has been
approved by a Majority Vote.
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4. This First Amendment 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.
5. Except as expressly modified by this First Amendment to the
Governance Agreement, all of the terms, conditions and provisions of the
Governance Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to the Governance Agreement to be executed as of the date first
referred to above.
Northwest Airlines Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President, General
Counsel and Secretary
Newbridge Parent Corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Secretary
and Assistant Treasurer
Continental Airlines, Inc.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President
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