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EXHIBIT 99.13
FORM OF TRANSFER RESTRICTION AGREEMENT
The undersigned, intending to be legally bound, hereby agree as
follows:
1. Capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Certificate of Designations (the
"Certificate") of Series B Preferred Stock, par value $.01 per share, of
Continental Airlines, Inc. (the "Corporation").
2. The Holder (as defined herein) hereby agrees with Northwest
(or its successor) that it will not transfer, sell or otherwise dispose of any
[if Going Private Transaction, insert "common stock of the Corporation" (or its
successor)] [if establishment of a new Holding Company, insert "Capital Stock of
the Holding Company"] to a Prohibited Transferee (as defined herein).
3. Prior to any transfer, sale or other disposition of [if
Going Private Transaction, insert "common stock of the Corporation" (or its
successor)] [if establishment of a new Holding Company, insert "Capital Stock of
the Holding Company"] to a Permitted Transferee, the Permitted Transferee shall
execute and deliver an agreement to Northwest (or its successor) identical in
all material respects to this Agreement as appropriate.
4. For purposes of this Agreement, the following terms shall
have the following meanings:
"Holder" shall mean [the signatory to this Agreement other
than Northwest or its successor].
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"Knowledge" shall mean with respect to any Person, the actual
knowledge of such Person or the knowledge which such Person should have upon
reasonable inquiry.
"Permitted Transferee" shall mean any transferee of [if Going
Private Transaction, insert "common stock of the Corporation" (or its
successor)] [if establishment of new Holding Company, insert "Capital Stock of
the Holding Company"] other than a Prohibited Transferee.
"Prohibited Transferee" shall mean any Major Carrier, or any
Affiliate of a Major Carrier, who, together with its Affiliates, would have, to
the Knowledge (as defined herein) of the Holder (or, if applicable, the
Permitted Transferee), upon any transfer, sale or other disposition of [if Going
Private Transaction, insert "common stock of the Corporation" (or its
successor)] [if establishment of new Holding Company, insert "Capital Stock of
the Holding Company"], Beneficial Ownership of 25% or more of the Capital Stock
or Voting Power of the Corporation (or its successor) upon completion of such
transfer, sale or other disposition.
5. Each certificate representing shares of [if Going Private
Transaction, insert "common stock of the Corporation" (or its successor)] [if
establishment of new Holding Company, insert "Capital Stock of the Holding
Company"] shall bear an appropriate legend describing the restrictions set forth
herein.
6. The obligations of the Holder under this Agreement shall
terminate and be of no further force and effect upon (a) the transfer, sale or
other disposition by the Holder of all of the [if Going Private Transaction,
insert "common stock of the Corporation" (or its successor)] [if establishment
of new Holding Company, insert "Capital Stock of Holding Company"] beneficially
owned by such Holder to a Permitted Transferee or (b) the reissuance of
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Rights under the Rights Agreement or the issuance of rights under a newly
established rights agreement, in either case, in accordance with Article Seven
of the certificate of incorporation of [the Corporation] [the Holding Company].
7. Unless earlier terminated under Section 6 hereof, this
Agreement shall terminate and be of no further force or effect at such time as
the Share becomes redeemable (or the earlier repurchase of the Share by the
Corporation) in accordance with the terms of the Certificate.
8. This Agreement shall be governed by the laws of the State
of Delaware.
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HOLDER
By:
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NORTHWEST (OR ITS SUCCESSOR)
By:
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