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EXHIBIT 99.9
AMENDMENT TO AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT
This Amendment to Amended and Restated Registration Rights Agreement
(as amended) is dated as of November 15, 2000 (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 ("Northwest"). Continental, Air
Partners and Northwest are sometimes referred to herein individually as a
"Party" and jointly as the "Parties".
RECITALS:
WHEREAS, that certain Omnibus Agreement, dated as of November 15, 2000,
by and among Continental, Northwest, Northwest Airlines Holding Corporation, a
Delaware corporation, Northwest Airlines, Inc., a Minnesota corporation, and Air
Partners (the "Omnibus Agreement") requires the Parties to enter into this
Amendment, subject to the terms and conditions contained in the Omnibus
Agreement;
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 and further
amended by Amendment to Amended and Restated Registration Rights Agreement dated
as of November 20, 1998 (as so amended, the "Registration Rights Agreement"),
is, subject to Paragraph 3 below, hereby amended, from and after the date of
Closing, as follows:
(a) The definition of "Registrable Securities" contained in
Section 1 of the Registration Rights Agreement is amended by
revising clause (h) thereof to 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, Class B Common
Stock (including those certain 2,608,247 shares of
Class B Common Stock issued to Northwest pursuant to
Section 5.01(c)(iv) of the Omnibus Agreement, dated
as of November 15, 2000, by and among Continental,
Northwest, Northwest Airlines Holding Corporation, a
Delaware corporation, Northwest Airlines, Inc., a
Minnesota corporation, and Air Partners.)"
(b) Section 2.1(b) of the Registration Rights Agreement is amended
by revising clause (iv) of such Section to read in its
entirety as follows:
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"(iv) if the Party providing the Notice of
Demand, other than Northwest and its Affiliates, does
not beneficially own, directly or indirectly, at
least five percent (5%) of the aggregate voting power
of the then outstanding Voting Securities on a
fully-diluted basis, or, with respect to a Notice of
Demand from Northwest, if at the time of such Notice
of Demand Northwest and its Affiliates do not own, in
the aggregate, in excess of 500,000 of the shares of
Continental Class B Common Stock issued to Northwest
pursuant to Section 5.01(c)(iv) of the Omnibus
Agreement;"
(c) Section 2.2(a) of the Registration Rights Agreement is amended
by inserting the following language after the first occurrence
of the word "thereof" in the first sentence of such Section:
"or, with respect to the rights of Northwest
in afforded by this Section 2.2(a), until the later
of the twelfth (12th) anniversary thereof or such
time as Northwest and its Affiliates do not own, in
the aggregate, in excess of 500,000 of the shares of
Continental Class B Common Stock issued to Northwest
pursuant to Section 5.01(c)(iv) of the Omnibus
Agreement;"
(d) Section 15 of the Registration Rights Agreement is amended by
inserting the following language after the parenthetical
clause "(as defined in the Investment Agreement)":
"and the registration rights granted by
Continental in that certain Reoffer Purchase
Agreement, dated November 15, 2000, by and between
Continental, 1992 Air, Inc., a Texas corporation,
Northwest Airlines Corporation, a Delaware
corporation, Northwest Airlines Holdings Corporation,
a Delaware corporation, and Air Partners, L.P., a
Texas partnership."
2. The Registration Rights Agreement, as amended hereby, is
ratified and confirmed.
3. The effectiveness of the provisions of Sections 1 and 2 above are
conditioned upon the occurrence of the Effective Time, as such term is defined
in the Omnibus Agreement. If the Omnibus Agreement terminates in accordance with
its terms prior to the Effective Time, then this Amendment shall be of no force
and effect, and the Registration Rights Agreement shall continue in full force
and effect without being amended hereby.
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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: _________________________________
Jeffery A. Smisek
Executive Vice President, General
Counsel and Secretary
AIR PARTNERS, L.P.
By: NORTHWEST AIRLINES CORPORATION,
its General Partner
By:____________________________
Name:
Title:
NORTHWEST AIRLINES CORPORATION
By: _________________________________
Douglas M. Steenland
Executive Vice President, General
Counsel and Secretary
[SIGNATURE PAGE TO AMENDMENT TO AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT]
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