Exhibit 12
AGREEMENT IN PRINCIPLE
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Continental Airlines, Inc. ("Continental") and Northwest Airlines
Corporation, Northwest Airlines Holdings Corporation and Northwest Airlines,
Inc. (collectively, "Northwest") intend to negotiate definitive agreements
(the "Definitive Agreements") governing the transactions contemplated by the
attached Class A Recapitalization Term Sheet (the "Term Sheet").
1. Continental and Northwest (together, the "Parties") will use their
reasonable best efforts to negotiate, execute and deliver the Definitive
Agreements on or before November 13, 2000, and to take the additional actions
and obtain the consents and waivers described in the Term Sheet to be taken
or obtained on or before the execution of the Definitive Agreements.
2. Northwest hereby irrevocably waives its pre-emptive rights contained
in the Amended and Restated Governance Agreement dated as of February 8, 2000
with respect to the issuance by Continental of Class B common stock (or
securities convertible into or exercisable or exchangeable for Class B common
stock) in a public or private offering up to a maximum amount of net proceeds
to Continental of $300,000,000. However, if no Definitive Agreements are
entered into or the Definitive Agreements are terminated without consummation
of the transactions described therein, a mechanism will be established to
provide Northwest with the pre-emptive rights it would have otherwise had
with respect to such issuance, although exercisable on a deferred basis
following such termination.
3. Continental and Northwest agree that they will support an adjournment
of the trial of Civil Action Xx. 00-00000 (Xxxxxx Xxxxxx xx Xxxxxxx v.
Northwest Airlines Corp. and Continental Airlines, Inc.) until November 14,
2000, pending execution and delivery by Continental and Northwest of such
Definitive Agreements. Continental and Northwest agree that, if for any
reason, such Definitive Agreements are not executed and delivered by the
parties thereto by November 13, 2000, each of Continental and Northwest will
request to the Court that trial in Civil Action No. 98-74611 recommence on
Tuesday, November 14, 2000.
4. Each party shall be responsible for the payment of costs and expenses
incurred by it or on its behalf in connection with the proposed transactions
described in the Term Sheet.
5. This Agreement in Principle shall be governed by the laws of the
State of New York.
6. The Parties agree that, except for the provisions of Sections 2, 3,
4, 5 and 6 of this Agreement in Principle (which are intended to be binding),
the provisions hereof and in the Term Sheet are not intended to be binding
and no Party shall incur any liability to any other Party or any other person
in respect of Section 1 of this Agreement in Principle or the Term Sheet,
including upon the failure of the Parties to enter into the Definitive
Agreements.
This Agreement in Principle is executed and dated as of November 5, 2000.
CONTINENTAL AIRLINES, INC.
By:____________________________
NORTHWEST AIRLINES CORPORATION
By:____________________________
NORTHWEST AIRLINES HOLDINGS CORPORATION
By:____________________________
NORTHWEST AIRLINES, INC.
By:____________________________
