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EXHIBIT 99.5
TERMINATION OF NORTHWEST AIRLINES/AIR PARTNERS
VOTING TRUST AGREEMENT
THIS TERMINATION OF NORTHWEST AIRLINES/AIR PARTNERS VOTING TRUST
AGREEMENT (this "Termination Agreement") is made as of this 15th day of
November, 2000 among Continental Airlines, Inc., a Delaware corporation (the
"Company"), and Northwest Airlines Corporation, a Delaware corporation formerly
named Newbridge Parent Corporation ("NPC").
WHEREAS, the Company, NPC, Northwest Airlines Holdings Corporation, a
Delaware corporation formerly named Northwest Airlines Corporation ("NWA"), Air
Partners, L.P., a Texas limited partnership ("Air Partners"), and Wilmington
Trust Company, a Delaware banking corporation ("Wilmington Trust"), have entered
into the Northwest Airlines/Air Partners Voting Trust Agreement dated as of the
20th day of November, 1998, as amended by the First Amendment dated as of the
8th day of February, 2000 (such agreement, as so amended, the "Voting Trust
Agreement").
WHEREAS, the Company, NPC, NWA, Northwest Airlines, Inc., a Minnesota
corporation, and Air Partners have entered into the Omnibus Agreement dated as
of November 15, 2000 (the "Agreement").
WHEREAS, the terms of the Agreement provide that the Company and NPC
shall enter into an agreement terminating the Voting Trust Agreement.
WHEREAS, this Termination Agreement has been approved by a Majority
Vote (as that term is defined in the Voting Trust Agreement).
NOW THEREFORE, the Company and NPC, intending to be legally bound,
hereby agree as follows:
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1. Capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the Voting Trust Agreement.
2. Effective immediately prior to the Effective Time (as that term is
defined in the Agreement) as provided in the Agreement, the Trust shall be
terminated and shall be of no further force and effect.
3. Effective immediately prior to the Effective Time (as that term is
defined in the Agreement) as provided in the Agreement, the Voting Trust
Agreement shall be terminated and shall be of no further force and effect,
subject to the fulfillment of the obligations of the parties set forth in
Sections 4 and 5 below.
4. In accordance with Section 6(b) of the Voting Trust Agreement, NPC
shall deliver or cause to be delivered to the Trustee each Stockholder's Voting
Trust Certificate and NPC and the Company shall deliver or cause to be delivered
to the Trustee all outstanding fees and expenses of the Trustee.
5. Upon delivery to the Trustee of each Stockholder's Voting Trust
Certificate, and payment in full of all fees and expenses of the Trustee then
outstanding, the Trustee shall promptly deliver to Air Partners, NWA, NPC, and
each Depositing Affiliate, as applicable, the certificates representing the
Shares deposited in the Trust with respect to which the Voting Trust Agreement
shall have been terminated, duly endorsed for transfer by the Trustee, or with
duly executed stock powers attached, and shall take all such other actions as
are appropriate to cause the transfer of such Shares deposited in the Trust,
together with all other property relating to or allocable to such Shares and
held by the Trustee for the benefit of Air Partners, NWA, NPC and any Depositing
Affiliate, as applicable, pursuant to this Agreement, to Air Partners, NWA, NPC
or such Depositing Affiliate, as the case may be.
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6. 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.
7. 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
Northwest Airlines/Air Partners Voting Trust Agreement to be executed as of the
date first referred to above.
NORTHWEST AIRLINES CORPORATION
By: ___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President, General Counsel
and Secretary
CONTINENTAL AIRLINES, INC.
By: ___________________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President,
General Counsel and Secretary
Wilmington Trust Company hereby acknowledges the termination of the Trust and
the Voting Trust Agreement effective upon the Effective Time (as that term is
defined in the Agreement).
WILMINGTON TRUST COMPANY
By: _____________________________
Name: ___________________________
Title: __________________________
[SIGNATURE PAGE TO TERMINATION OF NORTHWEST AIRLINES/AIR PARTNERS
VOTING TRUST AGREEMENT]
