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EXHIBIT 99.6
TERMINATION OF AMENDED AND RESTATED GOVERNANCE AGREEMENT
THIS TERMINATION OF AMENDED AND RESTATED GOVERNANCE AGREEMENT (this
"Termination Agreement") is made as of this 15th day of November, 2000 among
Continental Airlines, Inc., a Delaware corporation (the "Company"), Northwest
Airlines Corporation, a Delaware corporation formerly named Newbridge Parent
Corporation (the "Stockholder"), and Northwest Airlines Holdings Corporation, a
Delaware corporation formerly named Northwest Airlines Corporation ("Parent").
WHEREAS, the Company, the Stockholder and the Parent have entered into
that certain Amended and Restated Governance Agreement, dated as of February 8,
2000 (the "Governance Agreement").
WHEREAS, the Parent, the Stockholder, the Company, Northwest Airlines,
Inc., a Minnesota corporation, and Air Partners, L.P., a Texas limited
partnership, have entered into the Omnibus Agreement dated as of November 15,
2000 (the "Agreement").
WHEREAS, the terms of the Agreement provide that the Parent, the
Stockholder and the Company shall enter into an agreement terminating the
Governance Agreement.
WHEREAS, this Termination Agreement has been approved by a Majority
Vote (as that term is defined in the Governance Agreement).
NOW THEREFORE, the Parent, the Stockholder and the Company intending to
be legally bound, hereby agree as follows:
1. Effective as of the Effective Time (as defined in the Agreement),
the Governance Agreement shall be terminated and shall be of no further force
and effect.
2. To the extent applicable to any issuance of shares of Class B Common
Stock contemplated by the Agreement, the Stockholder and the Parent hereby waive
any and all
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pre-emptive rights to acquire Class B Common Stock granted to them under Section
3.03 of the Governance Agreement resulting from such issuances.
3. If the Agreement has terminated in accordance with its terms prior
to the Effective Time, this Termination Agreement shall be terminated and shall
be of no further force and effect.
4. This Termination Agreement 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Termination of
Amended and Restated Governance Agreement to be executed as of the date first
referred to above.
NORTHWEST AIRLINES CORPORATION
By: _________________________________________
Douglas M. Steenland
Executive Vice President, General Counsel
and Secretary
NORTHWEST AIRLINES HOLDINGS CORPORATION
By: _________________________________________
Douglas M. Steenland
Executive Vice President, General Counsel
and Secretary
CONTINENTAL AIRLINES, INC.
By: _________________________________________
Jeffery A. Smisek
Executive Vice President, General Counsel
and Secretary
[SIGNATURE PAGE TO TERMINATION OF AMENDED AND RESTATED GOVERNANCE AGREEMENT]
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