Exhibit 99.5
AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT
This Amendment to Amended and Restated Registration Rights
Agreement (as amended) is dated as of November 20, 1998 (this
"Amendment") and is among Continental Airlines, Inc., a Delaware
corporation ("Continental"), Air Partners, L.P., a Texas limited
partnership ("Air Partners") and Northwest Airlines Corporation,
a Delaware corporation (formerly Newbridge Parent Corporation,
"Newbridge"). Air Partners and Newbridge are sometimes referred
to herein individually as a "Party" and jointly as the "Parties".
Recitals:
WHEREAS, Continental, Newbridge and Northwest Airlines
Holdings Corporation (formerly Northwest Airlines Corporation)
are parties to that certain Governance Agreement dated as of
January 25, 1998 (as amended by First Amendment to the Governance
Agreement dated as of March 2, 1998, and Second Amendment to
Governance Agreement dated as of November 20, 1998, the
"Governance Agreement"), and whereas the Governance Agreement
contains a provision that at the Closing (as defined therein),
Continental shall enter into this Amendment;
NOW THEREFORE, in consideration of the premises and for
other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. The Amended and Restated Registration Rights Agreement dated
as of April 19, 1996, as amended by Agreement dated as of October
1, 1996 (as so amended, the "Registration Rights Agreement"), is
hereby amended, from and after the date of Closing, as follows:
(a) Newbridge Parent Corporation shall be a Party to the
Registration Rights Agreement.
(b) The definition of "Registrable Securities" contained in
Section 1 of the Registration Rights Agreement is amended
by adding the word "and" after clause (g) of the first
sentence of such definition, and adding a new clause (h) to
the first sentence of such definition, which clause (h)
shall read in its entirety as follows:
"(h) any shares of any class of capital stock of
Continental which are then entitled to vote generally
in the election of directors, including without
limitation, Class A Common Stock and Class B Common
Stock."
(c) Section 9 of the Registration Rights Agreement
(Notices) is hereby amended to change Continental's notice
address and to add a notice address for Newbridge Parent
Corporation as follows:
"If to Continental:
Continental Airlines, Inc.
Dept. HQS-EO
Continental Tower
0000 Xxxxx Xxxxxx
Xxxxxxx, Xxxxx 00000
Attention: General Counsel
Facsimile No.: (000) 000-0000
If to Newbridge Parent Corporation:
Newbridge Parent Corporation
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx, Xxxxxxxxx 00000
Attn: General Counsel
Facsimile No.: (000) 000-0000"
2. The Registration Rights Agreement, as amended hereby, is
ratified and confirmed.
*******
IN WITNESS WHEREOF, the parties have caused this Agreement
to be executed and delivered by their respective officers
thereunto duly authorized as of the date first written above.
CONTINENTAL AIRLINES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President,
General Counsel and Secretary
AIR PARTNERS, L.P.
By: Northwest Airlines Corporation, as
General Partner
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President,
General Counsel and
Secretary
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
--------------------------
Xxxxxxx X. Xxxxxxxxx
Executive Vice President,
General Counsel and Secretary
[Signature Page to Amendment to Amended and
Restated Registration Rights Agreement]
