<PAGE> 1
EXHIBIT 99.4
CERTIFICATE OF DESIGNATIONS OF
SERIES B PREFERRED STOCK
(PAR VALUE $0.01)
OF
CONTINENTAL AIRLINES, INC.
----------------------------------
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
----------------------------------
Continental Airlines, Inc., a Delaware corporation, acting in
accordance with Section 151 of the General Corporation Law of the State of
Delaware, does hereby submit the following Certificate of Designations of its
Series B Preferred Stock.
FIRST: The name of the corporation is Continental Airlines, Inc. (the
"CORPORATION").
SECOND: On November 15, 2000, and in accordance with authority
conferred upon the Board of Directors of the Corporation (the "BOARD") by the
Amended and Restated Certificate of Incorporation of the Corporation (as the
same may be amended or modified from time to time, the "CERTIFICATE OF
INCORPORATION"), the Board adopted the following resolutions:
WHEREAS, the Certificate of Incorporation authorizes 10,000,000 shares
of preferred stock, par value $.01 per share (the "PREFERRED STOCK"), issuable
from time to time in one or more series;
WHEREAS, the Board is authorized, subject to certain limitations
prescribed by law and certain provisions of the Certificate of Incorporation, to
establish and fix the number of shares to be included in any series of Preferred
Stock and the designations, rights, preferences, powers, restrictions and
limitations of the shares of such series;
WHEREAS, the Board deems it advisable to establish a series of
Preferred Stock, designated as Series B Preferred Stock, par value $.01 per
share; and
WHEREAS, the sole share of such series is to be issued to Northwest
Airlines, Inc. ("NORTHWEST"), at the closing of the transactions contemplated
by, and as an inducement to the Northwest Parties (as defined below) to enter
into, the Omnibus Agreement, dated as of November 15, 2000 (the "OMNIBUS
AGREEMENT"), among Northwest, Northwest Airlines Holdings Corporation, Northwest
Airlines Corporation, Air Partners, L.P. (together, the "NORTHWEST PARTIES") and
the Corporation, and in connection with the amendment to the Master Alliance
Agreement dated as of January 25, 1998 between Northwest and the Corporation
(the "MASTER ALLIANCE AGREEMENT"), which amendment is being entered into
pursuant to, and will be effective at the Effective Time as defined in, the
Omnibus Agreement;
<PAGE> 2
2
NOW, THEREFORE, BE IT RESOLVED, that the series of Preferred Stock
designated as Series B Preferred Stock, is hereby authorized and established;
and
FURTHER, RESOLVED, that the Board does hereby fix and determine the
designations, rights, preferences, powers, restrictions and limitations of the
Series B Preferred Stock as follows:
SECTION 1. NUMBER OF SHARES AND DESIGNATION.
The designation of the series of Preferred Stock created by
this resolution shall be "Series B Preferred Stock" (hereinafter called
this "SERIES"), and the number of shares constituting this Series shall
be one (the "Share"). The Share shall have a stated value of $100 and a
liquidation preference of $100 (the "LIQUIDATION PREFERENCE"), as
described herein. The number of authorized shares of this Series shall
not be increased or reduced without the affirmative vote or written
consent of the holder of the Share, voting separately as a class.
SECTION 2. DIVIDENDS.
No dividends shall be payable in respect of the Share.
SECTION 3. REDEMPTION.
(1) The Share shall not be redeemable by the Corporation
except that it may be redeemed, at the option of the Corporation, for
an amount equal to the Liquidation Preference upon or following the
occurrence of any one of following (each, a "REDEMPTION EVENT"):
(A) the sale, transfer, assignment, pledge, option or
other disposition of the Share or any of the beneficial or
voting interest therein (other than a voting interest that
does not constitute an Encumbrance (as defined below),
including any security derivative of such interest, by any of
the Northwest Parties or their respective successors to any
other Person, other than to a successor in interest to
Northwest by operation of law that owns directly all or
substantially all of the Airline Assets owned by Northwest, or
the Encumbrance of the Share by any of the Northwest Parties
or their respective successors;
(B) a NW Change of Control, unless the Corporation
shall have previously notified Northwest in writing that a NW
Change of Control will not be deemed to occur by virtue of the
relevant event;
(C) any of the Northwest Parties committing (i) an
inadvertent breach of any provision of Section 1.01, Section
1.03(a) or Section 1.04 of the Standstill Agreement being
entered into by the Corporation and certain of the Northwest
Parties in accordance with the Omnibus Agreement that is not
cured within fifteen
<PAGE> 3
3
days of receipt by Northwest of notice from the Corporation of
such breach or (ii) any other breach in any material respect
of Section 1.01, 1.03(a) or 1.04 or any breach in any material
respect of Section 1.02, 1.03(b), 1.03(c), 1.03(d), 1.03(e),
1.03(f) or 1.03(g) (but only to the extent that the actions
covered by Section 1.03(g) relate to Section 1.03(b), 1.03(c),
1.03(d), 1.03(e) or 1.03(f)) of the Standstill Agreement;
(D) the taking of any action by any of the Northwest
Parties which has the effect or result of, or any of the
Northwest Parties otherwise causing, any of them to become an
"Acquiring Person" under the Amended and Restated Rights
Agreement (as defined in the Omnibus Agreement), as amended
from time to time (the "RIGHTS AGREEMENT"), or any successor
agreement; or
(E) the Master Alliance Agreement, as amended from
time to time, being terminated or expiring, other than as a
result of a breach or wrongful termination thereof by the
Corporation or its successor thereunder.
(2) Notice of redemption of the Series B Preferred Stock shall
be sent by or on behalf of the Corporation, by first class mail,
postage prepaid, to Northwest at its address as it shall appear on the
records of the Corporation, (i) notifying Northwest of the redemption
of the Share and (ii) stating the place at which the certificate
evidencing the Share shall be surrendered. The Corporation shall act as
the transfer agent for the Series B Preferred Stock.
(3) From and after the notice of redemption having been duly
given, and the redemption price having been paid or irrevocably set
aside for payment, the Share shall no longer be, or be deemed to be,
outstanding for any purpose, and all rights, preference and powers
(including voting rights and powers) of the holder of the Share shall
automatically cease and terminate, except the right of Northwest, upon
surrender of the certificate for the Share, to receive the redemption
price.
SECTION 4. VOTING.
Neither the Share nor its holder (in respect of the Share)
shall have any voting rights or powers either general or special,
except:
(1) As required by law;
(2) The affirmative vote or written consent of the holder of
the Share, voting separately as a class, given in person or by proxy,
shall be necessary for authorizing, approving, effecting or validating:
(A) the amendment, alteration or repeal of any of the
provisions of the Certificate of Incorporation or any
certificate amendatory thereto or supplemental thereto
(including this Certificate of Designations), whether by
merger,
<PAGE> 4
4
consolidation or otherwise, that would adversely affect the
powers, designations, preferences and relative, participating
or other rights of the Share;
(B) any amendment, alteration or repeal of, or the
adoption of any provision inconsistent with, any of the
provisions of Article SEVEN of the Certificate of
Incorporation, whether by merger, consolidation or otherwise;
(C) any CO Change of Control (as defined below), with
respect to which the stockholders of Continental or its
successor are entitled to vote, whether pursuant to applicable
law or the rules of the national securities exchange or market
system on which the common stock of the Corporation or its
successor is principally traded;
(D) any dividend or distribution of all or
substantially all of the Airline Assets (as defined below),
including a dividend or distribution that includes the shares
of any Subsidiary holding, directly or indirectly, all or
substantially all of the Airline Assets, of the Corporation or
its successor and its Subsidiaries, taken as a whole, (other
than a dividend or distribution to a Holding Company the
creation of which was previously subject to clause (F) below),
whether as part of a single dividend or distribution or a
related series thereof;
(E) any sale, transfer or other disposition, directly
or indirectly, by the Corporation or its successor of all or
substantially all of its Airline Assets to one or more of its
Affiliates in one or a series of related transactions,
provided that no such vote shall be required if (x) each such
transferee of assets issues to Northwest or its successor, for
a purchase price of $100, a share of preferred stock of such
transferee having powers, designations, preferences and
relative, participating or other rights, and restrictions and
limitations thereof, with respect to such transferee that are
identical to the powers, designations, preferences and
relative, participating or other rights, and restrictions and
limitations thereof, of this Series with respect to the
Corporation, provided, that such newly issued share may differ
from the Share as may be reasonably necessary and appropriate
to reflect that such new entity and not the Corporation is the
issuer thereof or any other non-material changes that do not
adversely affect the rights of the holder thereof, (y) a
rights plan with terms and conditions identical in all
material respects to those provided under the Rights Agreement
(except that any Person that would otherwise be an Acquiring
Person (as defined in the Rights Agreement) as a result of or
in connection with any transaction may be designated as an
"Exempt Person" thereunder to the extent that, and only for so
long as, such Acquiring Person is not a Major Carrier or an
Affiliate of a Major Carrier, and other terms and conditions
may be changed if such changes would be permitted under
Article SEVEN of the Certificate of Incorporation) is
established at each such transferee that has outstanding
capital stock registered under Section 12(b) or 12(g) under
the Securities Exchange Act of 1934, as amended, and provided,
that the initial exercise price established therein is
established at a level based upon reasonable and customary
valuation practices substantially consistent with
<PAGE> 5
5
those used in establishing the exercise price in the
predecessor agreement to the Rights Agreement, and (z) the
certificate of incorporation of each such entity issuing a
share of preferred stock in accordance with clause (x) of this
paragraph contains provisions in form and substance identical
to Article SEVEN of the Certificate of Incorporation, subject
to appropriate modifications, if applicable, as may be
necessary to reflect that a rights plan may not yet be
required to be put into effect;
(F) any reorganization or restructuring of, or any
other transaction involving, the Corporation or its successor
and any of its Subsidiaries the effect of which is to create a
new Holding Company (as defined below) other than a
transaction subject to Section 4(2)(G), provided that no such
vote shall be required if (x) such Holding Company is not a
Major Carrier or an Affiliate of a Major Carrier, and it and
each of its Subsidiaries owning Airline Assets issue to
Northwest or its successor, for a purchase price of $100, a
share of a series of preferred stock of each such company
having powers, designations, preferences and relative,
participating or other rights, and restrictions and
limitations thereof, with respect to each such company that
are identical to the powers, designations, preferences and
relative, participating or other rights, and restrictions and
limitations thereof, of this Series with respect to the
Corporation, provided, that such newly issued share may differ
from the Share as may be reasonably necessary and appropriate
to reflect that such new entity and not the Corporation is the
issuer thereof or any other non-material changes that do not
adversely affect the rights of the holder thereof, (y) a
rights plan with identical terms and conditions in all
material respects to those provided under the Rights Agreement
(except that any Person that would otherwise be an Acquiring
Person (as defined in the Rights Agreement) as a result of or
in connection with any transaction may be designated as an
"Exempt Person" thereunder to the extent that, and only for so
long as, such Acquiring Person is not a Major Carrier or an
Affiliate of a Major Carrier, and other terms and conditions
may be changed if such changes would be permitted under
Article SEVEN of the Certificate of Incorporation) is
established at such new Holding Company and each such
Subsidiary that has outstanding capital stock registered under
Section 12(b) or 12(g) under the Securities Exchange Act of
1934, as amended, and provided, that the initial exercise
price established therein is established at a level based upon
reasonable and customary valuation practices substantially
consistent with those used in establishing the exercise price
in the predecessor agreement to the Rights Agreement, and (z)
the certificate of incorporation of each such entity issuing a
share of preferred stock in accordance with clause (x) of this
paragraph contains provisions in form and substance identical
to Article SEVEN of the Certificate of Incorporation, subject
to appropriate modifications, if applicable, as may be
necessary to reflect that a rights plan may not yet be
required to be put into effect; or
(G) any transaction involving the establishment of a
new Holding Company, whether as a result of a reorganization,
restructuring or otherwise, which new Holding Company does not
and will not upon consummation of such
<PAGE> 6
6
transaction have any outstanding Capital Stock registered
under Section 12(b) or 12(g) under the Securities Exchange Act
of 1934, as amended, or any transaction involving the
Corporation or its successor that has either a reasonable
likelihood or a purpose of producing, either directly or
indirectly, any of the effects described in paragraph
(a)(3)(ii) of Rule 13e-3 (as in effect on the date of issuance
of the Share) promulgated under the Securities Exchange Act of
1934, as amended (a "GOING PRIVATE TRANSACTION"), provided
that no such vote shall be required if (1) no later than the
consummation of such Going Private Transaction or the
consummation of the transaction resulting in such new Holding
Company, as applicable, each remaining holder of the common
stock of Continental or its successor upon consummation of
such Going Private Transaction, or each holder of outstanding
Capital Stock of such new Holding Company (other than, in the
case of a Holding Company that is a limited partnership,
limited partners thereof that are not Affiliates of any
general partner thereof), as applicable, executes and delivers
a transfer restriction agreement to Northwest or its successor
in the form of Exhibit 12 to the Omnibus Agreement, and until
Continental or such Holding Company, as applicable, has
outstanding Capital Stock registered under Section 12(b) or
12(g) under the Securities Exchange Act of 1934, as amended,
Continental or such Holding Company, as applicable, agrees to
require any Person acquiring Capital Stock from Continental or
such Holding Company, as applicable, subject to the preceding
parenthetical, likewise to execute and deliver such agreement
to Northwest, (2) each of the share certificates representing
common stock of Continental or Capital Stock of such Holding
Company, as applicable, bears an appropriate legend in
accordance with applicable law as to the agreement described
in clause (1), and (3) the certificate of incorporation of
such new Holding Company contains provisions in form and
substance identical to Article SEVEN of the Certificate of
Incorporation, subject to appropriate modifications as may be
necessary to reflect that a rights plan is not yet required to
be put into effect.
(3) The voting rights and powers set forth in Sections
4(2)(B), 4(2)(C), 4(2)(D), 4(2)(E), 4(2)(F) and 4(2)(G) shall
automatically terminate if the Share becomes redeemable in accordance
with Section 3 hereof.
SECTION 5. LIQUIDATION RIGHTS.
(1) Upon the dissolution, liquidation or winding up of the
Corporation, the holder of the Share shall be entitled to receive and
to be paid out of the assets of the Corporation available for
distribution to its stockholders, before any payment or distribution
shall be made on the common stock of the Corporation or on any other
class of stock ranking junior to the Preferred Stock upon liquidation,
the amount of $100, and no more.
(2) Neither the sale of all or substantially all of the assets
or capital stock of the Corporation, nor the merger or consolidation of
the Corporation into or with any other corporation or the merger or
consolidation of any other corporation into or with the
<PAGE> 7
7
Corporation, shall be deemed to be a dissolution, liquidation or
winding up, voluntary or involuntary, for the purposes of this
Section 5.
(3) After the payment to the holder of the Share of the full
preferential amount provided for in this Section 5, the holder of the
Share as such shall have no right or claim to any of the remaining
assets of the Corporation.
SECTION 6. RANKING.
For purposes of this resolution, any stock of any class or
classes of the Corporation, other than the Class B Common Stock of the
Corporation (as the same may be reclassified, changed or amended from
time to time), shall be deemed to rank prior to the Share upon
liquidation, dissolution or winding up.
SECTION 7. NO ADDITIONAL RIGHTS.
Except as required by law and except as provided in the
Certificate of Incorporation, neither the Series B Preferred Stock nor
the holder of the Share, in respect of the Share, shall be entitled to
any rights, powers or preferences other than those set forth in this
resolution.
SECTION 8. DEFINITIONS.
Capitalized terms not otherwise defined in this Certificate of
Designation shall have the following meanings in this Certificate of
Designation:
"AFFILIATE" means, as applied to a Person, any other
Person directly or indirectly controlling, controlled by, or
under common control with, that Person. For purposes of this
definition "CONTROL" (including, with correlative meanings,
the terms "CONTROLLING", "CONTROLLED BY" and "UNDER COMMON
CONTROL WITH"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of that
Person, whether through the ownership of voting securities, by
contract or otherwise.
"AIRLINE ASSETS" means those assets used, as of the
date of determination, in the relevant Person's operation as
an air carrier.
"BENEFICIAL OWNERSHIP" has the meaning given such
term in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as amended.
"CAPITAL STOCK" of any Person means any and all
shares, interests, rights to purchase, options, warrants,
participation or other equivalents of or interests in (however
designated) the equity of such Person, including any preferred
stock.
"CO CHANGE OF CONTROL" means:
<PAGE> 8
8
(i) a merger, reorganization, share exchange,
consolidation, tender or exchange offer, private purchase,
business combination, recapitalization or similar transaction
as a result of which (A) a Major Carrier or a Holding Company
of a Major Carrier and a Continental Affected Company are
legally combined, (B) a Major Carrier, any of its Affiliates,
or any combination thereof acquires, directly or indirectly,
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Continental Affected Company, or (C) a
Continental Affected Company acquires, directly or indirectly,
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Major Carrier;
(ii) the liquidation or dissolution of the
Corporation or its successor in connection with which the
Corporation or such successor ceases operations as an air
carrier;
(iii) the sale, transfer or other disposition of all
or substantially all of the Airline Assets of Continental (or
its successor) and its Subsidiaries on a consolidated basis
directly or indirectly to a Major Carrier, any Affiliate of a
Major Carrier or any combination thereof, whether in a single
transaction or a series of related transactions;
(iv) the sale, transfer or other disposition of all
or substantially all of the trans-Atlantic route network or
the Latin American route network of the Corporation or its
successor other than to an Affiliate of the Corporation;
(v) the direct or indirect acquisition by a Major
Carrier, any of its Affiliates or any combination thereof of
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Continental Affected Company;
(vi) the direct or indirect acquisition, whether in a
single transaction or a series of related transactions, by a
Continental Affected Company of Airline Assets and associated
employees, which Airline Assets on a stand alone basis would
have pro forma annual passenger revenues for the most recently
completed four fiscal quarters for which financial statements
can be reasonably prepared in excess of the Revenue Threshold;
or
(vii) the execution by a Continental Affected Company
of bona fide definitive agreements, the consummation of the
transactions contemplated by which would result in a
transaction described in the immediately preceding clauses
(i), (ii), (iii), (iv), (v) or (vi).
Notwithstanding the foregoing, (A) in no event shall a
commercial cooperation agreement (such as the Northwest-KLM
trans-Atlantic joint venture), which involves a Major Carrier
or any of its Affiliates and a Continental Affected Party,
which consists of code sharing, a joint venture or similar
arrangement and which does not involve a sale, transfer, or
acquisition of Airline Assets, be deemed to be a CO Change of
Control, and (B) any such commercial cooperation agreement,
<PAGE> 9
9
which involves a Major Carrier or any of its Affiliates and a
Continental Affected Party, which consists of code sharing, a
joint venture or similar arrangement but which does involve a
sale, transfer, or acquisition of Airline Assets, shall be
deemed to be a CO Change of Control only if such transaction
is otherwise within the scope of one or more of the preceding
clauses (i) through (vii).
"CONTINENTAL AFFECTED COMPANY" means (a) the
Corporation and its successor, (b) any Holding Company of the
Corporation, or (c) any Subsidiary of the Corporation or its
successor or of any Holding Company of the Corporation, that
in any such case owns, directly or indirectly, all or
substantially all of the Airline Assets of the Corporation or
its successor, such Holding Companies of the Corporation and
such Subsidiaries, taken as a whole.
"ENCUMBRANCE" means the direct or indirect grant by
any Northwest Party or its successor to any other Person of
the sole or shared power or right to vote or consent, or
direct the voting or consenting of, the Share in any respect,
whether by proxy, voting agreement, arrangement, or
understanding (written or otherwise) voting trust, or
otherwise (other than a revocable proxy granted to any
director, officer or employee of a Northwest Party or the
Corporation, or any counsel for any Northwest Party, or any
corporate trust officer of Wilmington Trust Company or a
national trust company solely for the limited purpose of
voting the Share, the instructions for which are given solely
by the relevant Northwest Party), or by joining a partnership,
limited partnership, syndicate or other voting group or
otherwise acting in concert with another Person (other than a
revocable proxy referred to above) for the purpose or with the
effect of voting or directing the vote of the Share.
"HOLDING COMPANY" means, as applied to a Person, any
other Person of whom such Person is, directly or indirectly, a
Subsidiary.
"INSTITUTIONAL INVESTOR" shall mean an institutional
or other passive investor who, with respect to the securities
relating to Voting Power that are the subject of the
definition of Subsidiary herein, would be entitled to file a
Statement on Schedule 13G (and not required to file a
Statement on Schedule 13D) with respect to such securities
under the rules promulgated under the Securities Exchange Act
of 1934, as amended, in effect on November 15, 2000, but only
so long as such investor would not be required to file a
Statement on Schedule 13D with respect to such securities.
"MAJOR CARRIER" means an air carrier (other than the
Corporation and its successors and any Subsidiary thereof or
Northwest Airlines Corporation and its successors and any
Subsidiary thereof), the annual passenger revenues of which
(including its Subsidiaries' predecessor entities) for the
most recently completed fiscal year for which audited
financial statements are available are in excess of the
Revenue Threshold as of the date of determination (or the U.S.
dollar equivalent thereof).
<PAGE> 10
10
"NORTHWEST AFFECTED COMPANY" means (a) Northwest
Airlines Corporation, Northwest and their respective
successors, (b) any Holding Company of Northwest Airlines
Corporation or Northwest, or (c) any Subsidiary of Northwest
Airlines Corporation, Northwest or their respective successors
or of any Holding Company or their respective successors, that
in any such case owns, directly or indirectly, all or
substantially all of the Airline Assets of Northwest Airlines
Corporation, Northwest or their respective successors, such
Holding Companies of Northwest Airlines Corporation, Northwest
and such Subsidiaries, taken as a whole.
"NW CHANGE OF CONTROL" means:
(i) a merger, reorganization, share exchange,
consolidation, tender or exchange offer, private purchase,
business combination, recapitalization or similar transaction
as a result of which (A) a Major Carrier or a Holding Company
of a Major Carrier and a Northwest Affected Company are
legally combined, (B) a Major Carrier, any of its Affiliates
or any combination thereof acquires, directly or indirectly,
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Northwest Affected Company, or (C) a
Northwest Affected Company acquires, directly or indirectly,
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Major Carrier;
(ii) the liquidation or dissolution of Northwest or
its successor in connection with which Northwest or such
successor ceases operations as an air carrier;
(iii) the sale, transfer or other disposition of all
or substantially all of the Airline Assets of Northwest
Airlines Corporation (or its successor) and its Subsidiaries
on a consolidated basis directly or indirectly to a Major
Carrier, any Affiliate of a Major Carrier or any combination
thereof, whether in a single transaction or a series of
related transactions;
(iv) the sale, transfer or other disposition of all
or substantially all of the transpacific route network of
Northwest or its successor other than to an Affiliate of
Northwest;
(v) the direct or indirect acquisition by a Major
Carrier, any of its Affiliates or any combination thereof of
Beneficial Ownership of 25% or more of the Capital Stock or
Voting Power of a Northwest Affected Company;
(vi) the direct or indirect acquisition, whether in a
single transaction or a series of related transactions, by a
Northwest Affected Company of Airline Assets and associated
employees, which Airline Assets on a stand alone basis would
have pro forma annual passenger revenues for the most recently
completed four
<PAGE> 11
11
fiscal quarters for which financial statements can be
reasonably prepared in excess of the Revenue Threshold; or
(vii) the execution by a Northwest Affected Company
of bona fide definitive agreements, the consummation of the
transactions contemplated by which would result in a
transaction described in the immediately preceding clauses
(i), (ii), (iii) (iv), (v) or (vi).
Notwithstanding the foregoing, (A) in no event shall a
commercial cooperation agreement (such as the Northwest-KLM
trans-Atlantic joint venture), which involves a Major Carrier
or any of its Affiliates and a Northwest Affected Party, which
consists of code sharing, a joint venture or similar
arrangement and which does not involve a sale, transfer, or
acquisition of Airline Assets, be deemed to be a NW Change of
Control, and (B) any such commercial cooperation agreement,
which involves a Major Carrier or any of its Affiliates and a
Northwest Affected Party, which consists of code sharing, a
joint venture or similar arrangement but which does involve a
sale, transfer, or acquisition of Airline Assets, shall be
deemed to be a NW Change of Control only if such transaction
is otherwise within the scope of one or more of the preceding
clauses (i) through (vii).
"REVENUE THRESHOLD" means one billion dollars
($1,000,000,000), as such amount may be increased based on the
amount by which, for any date of determination, the most
recently published Consumer Price Index for all-urban
consumers published by the Department of Labor (the "CPI") has
increased to such date above the CPI for calendar year 2000.
For purposes hereof, the CPI for calendar year 2000 is the
monthly average of the CPI for the 12 months ending on
December 31, 2000.
"PERSON" means an individual, partnership,
corporation, business trust, joint stock company, limited
liability company, unincorporated association, joint venture
or other entity of whatever nature.
"SUBSIDIARY" (i) of any Person (other than an
Institutional Investor) means any corporation, association,
partnership, joint venture, limited liability company or other
business entity of which more than 40% of the total Voting
Power thereof or the Capital Stock thereof is at the time
owned or controlled, directly or indirectly, by (1) such
Person, (2) such Person and one or more Subsidiaries of such
Person, or (3) one or more Subsidiaries of such Person and
(ii) of any Institutional Investor means any corporation,
association, partnership, joint venture, limited liability
company or other business entity of which more than 50% of the
total Voting Power thereof is at the time owned or controlled,
directly, by such Institutional Investor.
"VOTING POWER" means, as of the date of
determination, the voting power in the general election of
directors, managers or trustees, as applicable.
<PAGE> 12
12
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be signed by its duly authorized officer this ___ day of ______,
2000.
CONTINENTAL AIRLINES, INC.
By:
--------------------------------------
Name:
Title:
