CERTIFICATE OF DESIGNATIONS
OF
SERIES A 12% CUMULATIVE
PREFERRED STOCK
OF
CONTINENTAL AIRLINES, INC.
Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
Continental Airlines, Inc., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained in its
Restated Certificate of Incorporation, and in accordance with the provisions
of Section 151 of the General Corporation Law of the State of Delaware, its
Board of Directors (the "Board of Directors") adopted resolutions creating a
series of its Preferred Stock, $.01 par value, designated as Series A 12%
Cumulative Preferred Stock:
RESOLVED, that a series of the class of authorized Preferred Stock,
$.01 par value, of the Corporation be, and it hereby is, created, and that
the designation and amount thereof and the voting powers, preferences and
relative, participating, optional and other special rights of the shares of
such series, and the qualifications, limitations or restrictions thereof (in
addition to the powers, designations, preferences and relative,
participating, optional or other special rights, and the qualifications,
limitations or restrictions thereof, set forth in the Corporation's Restated
Certificate of Incorporation that are applicable to the Preferred Stock), are
as follows:
Section 1. Designation and Amount.
The shares of such series shall be designated as the "Series A 12%
Cumulative Preferred Stock" ("Series A 12% Preferred Stock") and the number
of shares constituting such series shall be 1,000,000, which number may be
decreased and, but only for purposes of Section 2(b) below, increased by the
Board of Directors without a vote of stockholders; provided, however, that
such number may not be decreased below the number of then currently
outstanding shares of Series A 12% Preferred Stock.
Section 2. Dividends and Distributions.
(a) The holders of shares of Series A 12% Preferred Stock, in
preference to the holders of shares of the Corporation's Class A Common
Stock, Class B Common Stock, Class C Common Stock and Class D Common Stock,
each par value $.01 per share (collectively, the "Common Stock"), and to any
other capital stock of the Corporation ranking junior to Series A 12%
Preferred Stock as to payment of dividends, shall be entitled to receive,
when, as and if declared by the Board of Directors out of funds of the
Corporation legally available for the payment of dividends, cumulative
dividends payable in cash, subject to Section 2(b), at the annual rate of $12
per share and, subject to the other provisions of this Section 2, no more.
Dividends payable in respect of the outstanding shares of Series A 12%
Preferred Stock shall begin to accrue and be cumulative from the respective
dates of original issue of such shares (which dates shall be reflected on the
certificates evidencing the same), and shall be payable in quarterly payments
on May 30, August 29, November 29, and March 1 (or, if any such day is not a
Business Day, as defined in Section 8, the Business Day next preceding such
day) in each year (each such date being referred to herein as a "Quarterly
Dividend Payment Date" and any dividend not paid on such date either in cash
or in additional shares of Series A 12% Preferred Stock as provided herein
being referred to herein as "past due") for each of the fiscal quarters ended
March 31, June 30, September 30 and December 31, respectively, commencing in
respect of each share of Series A 12% Preferred Stock on the first Quarterly
Dividend Payment Date which is at least seven days after the date of original
issue thereof; provided, however, that if any applicable dividend payment or
redemption payment is not made on a Quarterly Dividend Payment Date or the
date set for such redemption, respectively, thereafter Series A 12% Preferred
Stock shall accrue additional dividends in respect of all such dividend
payments and redemption payments that are past due and unpaid at (A) an
annual rate of 12% or (B) such lesser rate as may be the maximum rate that is
permitted by applicable law (in either case compounded quarterly), with the
amount of such additional dividends added to accrued dividend payments or
redemption payments, respectively, until all such dividend payments and
redemption payments shall have been paid in full (or declared and funds
sufficient therefor Set Apart for Payment, as defined in Section 8).
(b) To the extent Net Income, as defined below, for any calendar
quarter is less than the amount of the dividend due on all outstanding shares
of Series A 12% Preferred Stock on the Quarterly Dividend Payment Date with
respect to such calendar quarter, dividends may be declared and paid, at the
election of the Board of Directors, in additional shares of Series A 12%
Preferred Stock, to the extent legally permissible, in lieu of declaration
and payment thereof in cash. "Net Income" means earnings from operations
before interest and taxes, less interest on all debt instruments (including
capital leases), plus non-operating income, less non-operating expenses, less
income taxes (i) for so long as the Corporation is required to file periodic
reports under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as specified in the Corporation's Quarterly Report on Form 10-Q
required to be filed with respect to the fiscal quarter for which Net Income
is being determined or in the Corporation's unaudited quarterly reports,
which shall be prepared in accordance with generally accepted accounting
principles (except for the absence of detailed notes or other exceptions
customary for interim financial statements), consistently applied (the
"Corporation's Quarterly Reports"), with respect to the fourth fiscal quarter
in any year, and (ii) during any period when the Corporation is not required
to file periodic reports under the Exchange Act, as specified in the
Corporation's Quarterly Reports. In addition, notwithstanding the provisions
of Section 2(a) above, any dividend accumulating through December 31, 1996
(payable March 1, 1997) shall be declared and paid in additional shares of
Series A 12% Preferred Stock, to the extent legally permissible, in lieu of
declaration and payment thereof in cash. The number of shares of Series A
12% Preferred Stock to be issued in lieu of cash dividends shall be
calculated based on a value of $100 per share of Series A 12% Preferred
Stock. The shares of Series A 12% Preferred Stock issued shall be fully paid
and non-assessable. No certificates for fractional shares shall be issued,
and the Corporation shall round off any fractional share to the next lower
whole share amount. In determining such fractional shares, the Corporation
shall aggregate all shares of Series A 12% Preferred Stock held by a
Registered Holder thereof. The Corporation shall pay, if there are funds
legally available therefor, to each holder in cash an amount equal to the
value (based on a $100 value per share) of any fractional share not issued in
accordance with this Section 2(b).
(c) The amount of dividends payable shall be determined on the
basis of twelve 30-day months and a 360-day year. Dividends paid on the
shares of Series A 12% Preferred Stock in an amount less than the total
amount of such dividends at the time accrued and payable on such shares shall
be allocated pro rata on a share-by-share-basis among all such shares at the
time outstanding. The Board of Directors may fix a record date (a "Regular
Record Date") for the determination of holders of shares of Series A 12%
Preferred Stock entitled to receive payment of a dividend declared thereon,
which record date shall be no more than 60 days nor less than ten days prior
to the date fixed for the payment thereof. Any dividend declared by the
Board of Directors as payable and punctually paid or Set Apart for Payment on
a Quarterly Dividend Payment Date will be paid to the Persons, as defined in
Section 8, in whose names Series A 12% Preferred Stock is registered at the
close of business on the Regular Record Date set with respect to that Quarter
Dividend Payment Date (the "Registered Holders"). Any dividend not so paid
or Set Apart for Payment shall forthwith cease to be payable to such
Registered Holders and may be paid to the Registered Holders at the close of
business on the record date for the payment of such defaulted dividends and
interest to be fixed by the Board of Directors (a "Special Record Date").
The Board of Directors shall provide Registered Holders of Series A 12%
Preferred Stock not less than 10 days' prior notice of a Special Record Date.
Subject to Section 2(b), all such payments shall be made in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.
(d) The Registered Holder of any shares of Series A 12% Preferred
Stock, upon the Corporation's written request therefor containing a
reasonably complete description of the basis for such request, shall
reimburse the corporation for any and all withholding tax liabilities
incurred by the Corporation in connection with any dividends paid or
distributions made (including, without limitation, in connection with any
redemption of Series A 12% Preferred Stock) to such holder in respect of
Series A 12% Preferred Stock. Each Registered Holder, by acceptance of the
certificate evidencing such holder's shares of Series A 12% Preferred Stock,
shall be deemed to have agreed to the terms of this Section 2(d).
(e) The holders of shares of Series A 12% Preferred Stock shall not
be entitled to receive any dividends or other distributions in respect of
such shares of Series A 12% Preferred Stock except as provided in these
designations of Series A 12% Preferred Stock.
Section 3. Voting Rights.
(a) So long as any shares of Series A 12% Preferred Stock shall be
outstanding and unless the consent or approval of a greater number of shares
shall then be required by law, without first obtaining the consent or
approval of the holders of at least a majority of the number of then-
outstanding shares of Series A 12% Preferred Stock, voting as a single class,
given in person or by proxy at a meeting at which the holders of such shares
shall be entitled to vote separately as a class, or by written consent, the
Corporation shall not: (i) authorize or create any class or series, or any
shares of any class or series, of stock having any preference or priority as
to dividends or upon redemption, liquidation, dissolution, or winding up over
Series A 12% Preferred Stock ("Senior Stock"); provided, however, that no
such vote shall be required with respect to the authorization or creation by
the Corporation of one or more series of Senior Stock if the proceeds of the
Corporation's issuance of such Senior Stock are sufficient, and are used, to
redeem all outstanding shares of Series A 12% Preferred Stock; (ii) authorize
or create any class or series, or any shares of any class or series, of stock
(other than the Series A 8% Cumulative Preferred Stock) of the Corporation
ranking on a parity (either as to dividends or upon redemption, liquidation,
dissolution or winding up) with Series A 12% Preferred Stock ("Parity
Stock"); provided, however, that no such vote shall be required with respect
to the authorization or creation by the Corporation of one or more new series
of Parity Stock if (A)(x) the aggregate purchase price (excluding
transaction-related expenses) of all shares of each such series is equal to
or greater than the aggregate liquidation preference of all shares of such
series, (y) the aggregate liquidation preference (excluding accrued but
unpaid dividends) of all shares of all such series of Preferred Stock does
not exceed $25 million, and (z) shares of any such new series shall be issued
only to an employee stock ownership plan, employee stock ownership trust or
other similar arrangement organized and maintained by the Corporation for the
benefit of its employees or (B) the proceeds of the Corporation's issuance of
such Parity Stock are sufficient, and are used, to redeem all outstanding
shares of Series A 12% Preferred Stock; (iii) reclassify, convert or exchange
any shares of stock of the Corporation into shares of Senior Stock or Parity
Stock; (iv) authorize any security exchangeable for, convertible into, or
evidencing the right to purchase any shares of Senior Stock or Parity Stock;
(v) amend, alter or repeal (by merger or otherwise) the Corporation's
Restated Certificate of Incorporation, as it may be amended from time to time
(the "Restated Certificate of Incorporation") to alter or change the
preferences, rights or powers of Series A 12% Preferred Stock so as to affect
Series A 12% Preferred Stock adversely or (except for purposes of Section
2(b) above) to increase the authorized number of shares of Series A 12%
Preferred Stock; or (vi) effect the voluntary liquidation, dissolution or
winding up of the Corporation, or the sale, lease, conveyance or exchange of
all or substantially all of the assets, property or business of the
Corporation, or the merger or consolidation of the Corporation with or into
any other Person; provided, however, that, except as otherwise specifically
required by the Restated Certificate of Incorporation, no separate vote of
the holders of Series A 12% Preferred Stock as a class shall be required in
the case of such a merger or consolidation or a sale, lease, conveyance or
exchange of all or substantially all of the assets, property or business of
the Corporation (a "reorganization") if (A)(i) the resulting, surviving or
acquiring Person will have after such reorganization no stock either
authorized or outstanding ranking (either as to dividends or upon redemption,
liquidation, dissolution or winding up) prior to, or on a parity with, Series
A 12% Preferred Stock or the stock of the resulting, surviving or acquiring
Person issued in exchange therefor (except any stock of the Corporation
authorized or outstanding immediately preceding such reorganization ranking
prior to or on a parity with the Series A 12% Preferred Stock, as aforesaid
("Grandfathered Stock"), or any stock of the resulting, surviving or
acquiring Person containing substantially the same relative rights and
preferences as any Grandfathered Stock and issued in exchange therefor), and
(ii) each holder of shares of Series A 12% Preferred Stock immediately
preceding such reorganization will receive in exchange therefor the same
number of shares of stock, with substantially the same preferences, rights
and powers, of the resulting, surviving, or acquiring Person, or, if the
Corporation is the surviving Person and Series A 12% Preferred Stock remains
outstanding, without change to its preferences, rights and powers, or (B) the
Corporation redeems all outstanding shares of Series A 12% Preferred Stock
simultaneously with the effectiveness of such merger, consolidation or
reorganization.
(b) Subject to compliance with Foreign Ownership Restrictions, as
defined in the Restated Certificate of Incorporation, whenever (i) there
shall have occurred nine (9) consecutive Quarterly Dividend Payment Dates on
which dividends payable on shares of Series A 12% Preferred Stock pursuant to
the terms of Section 2(a) shall not have been paid in cash at the annual rate
of $12 per share or in additional shares of Series A 12% Preferred Stock in
accordance with Section 2(b) (a "Dividend Default"), (ii) the Corporation
shall have violated any of the covenants in Section 4 and such violation
shall be continuing or (iii) the Corporation shall not have redeemed shares
of Series A 12% Preferred Stock within five days of the date (a "Redemption
Date") of any redemption of which it has given, or is required to give,
notice pursuant to Section 5(c), regardless of whether there shall be funds
legally available to effect such redemption (a "Redemption Default"),
thereafter and until the third consecutive Quarterly Dividend Payment Date on
which dividends on Series A 12% Preferred Stock shall have been paid in cash
(or in additional shares of Series A 12% Preferred Stock in accordance with
Section 2(b)) in full (and no dividend arrearages shall exist on the Series
A 12% Preferred Stock) (hereinafter a cure of such Dividend Default) or such
covenant shall have been complied with, or such redemption shall have been
performed or all funds necessary therefor Set Apart for Payment, as the case
may be, the holders of shares of Series A 12% Preferred Stock shall have the
right, notwithstanding anything to the contrary in the Restated Certificate
of Incorporation or By-Laws of the Corporation (the "By-Laws"), voting
together as a single class, to elect one director. This right to elect a
director may be exercised at any annual meeting or at any special meeting
called for such purpose as hereinafter provided or at any adjournments
thereof, or by the written consent delivered to the Secretary of the
Corporation of the holders of a majority of all outstanding shares of Series
A 12% Preferred Stock as of the record date of such written consent, until
any Dividend Default or Redemption Default shall have been cured, and any
covenant violation shall cease to be continuing, at which time the term of
office of the director so elected shall terminate automatically. So long as
such right to vote continues (and unless such right has been exercised by
written consent of the holders of a majority of the outstanding shares of
Series A 12% Preferred Stock as herein before authorized), the Secretary of
the Corporation may call, and upon the written request of the holders of
record of a majority of the outstanding shares of Series A 12% Preferred
Stock addressed to him or her at the principal office of the Corporation
shall call, a special meeting of the holders of Series A 12% Preferred Stock
for the election of a director as provided herein. Such meeting shall be
held within 30 days after delivery of such notice to the Secretary, at the
place and upon the notice provided by law and in the By-Laws or in the notice
of meeting. No such special meeting or adjournment thereof shall be held on
a date less than 30 days before any annual meeting of stockholders or any
special meeting in lieu thereof. If at any such annual or special meeting or
any adjournment thereof the holders of a majority of the then outstanding
shares of Series A 12% Preferred Stock entitled to vote in such election
shall be present or represented by proxy, or if the holders of a majority of
the outstanding shares of Series A 12% Preferred Stock shall have acted by
written consent in lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by one and the holders of
Series A 12% Preferred Stock, voting as a class, shall be entitled to elect
the additional director. The absence of a quorum of the holders of any other
class or series of capital stock of the Corporation at any such annual or
special meeting shall not affect the exercise by the holders of Series A 12%
Preferred Stock of their voting rights. The director so elected shall serve
until the next annual meeting or until his or her successor shall be elected
and shall qualify, unless the director's term of office shall have terminated
under the circumstances set forth in the second sentence of this Section
3(b). If the director elected by the holders of Series A 12% Preferred Stock
as a class dies or becomes incapacitated, the holders of Series A 12%
Preferred Stock then outstanding and entitled to vote for such director by
written consent as herein above provided, or at a special meeting of such
holders called as provided above, may elect his or her successor to hold
office for the unexpired term. Holders of Series A 12% Preferred Stock shall
have the right to remove, with or without cause, any director originally
elected by such holders, upon the affirmative vote of a majority of such
holders by written consent as herein above provided or at a special meeting
of such holders called as provided above. The rights of the holders of
Series A 12% Preferred Stock to elect directors pursuant to the terms of this
Section 3(b) shall not be affected adversely by the voting or other rights
applicable to any other security of the Corporation. All rights of holders
of Series A 12% Preferred Stock under this Section 3(b) shall be subject to
Foreign Ownership Restrictions.
(c) Except as otherwise provided in this Certificate of Designation
of Series A 12% Cumulative Preferred Stock or in the Restated Certificate of
Incorporation, or as required by law, the holders of shares of Series A 12%
Preferred Stock shall have no voting rights and their consent shall not be
required for the taking of any corporate action.
Section 4. Certain Restrictions.
(a) Whenever (i) dividends on shares of Series A 12% Preferred
Stock pursuant to the terms of Section 2(a) or 2(b) shall not have been paid
in full at or before 30 days following any Quarterly Dividend Payment Date,
or (ii) the Corporation shall have not redeemed shares of Series A 12%
Preferred Stock within five Business Days of a Redemption Date, thereafter
and until all accrued and unpaid dividends, whether or not declared, shall
have been paid in full or all such redemption payments shall have been made
or all necessary funds for such redemption shall have been Set Apart for
payment, as the case may be, the Corporation shall not, nor shall it permit
any Subsidiary, as defined in Section 8, of the Corporation to: (A) declare
or pay dividends, or make any other distributions, on any shares of Common
Stock or other capital stock of the Corporation ranking junior (either as to
dividends or upon redemption, liquidation, dissolution or winding up) to
Series A 12% Preferred Stock, other than dividends or distributions payable
in capital stock of the Corporation ranking junior to Series A 12% Preferred
Stock with respect to dividends and upon redemption, liquidation, dissolution
or winding up ("Junior Stock"); (B) declare or pay dividends, or make any
other distributions, on any shares of Parity Stock, other than dividends or
distributions payable in Junior Stock or Parity Stock, except dividends paid
ratably on Series A 12% Preferred Stock and all Parity Stock on which
dividends are payable or in arrears, in proportion to the total amounts to
which the holders of all such shares are then entitled; or (C) redeem or
purchase or otherwise acquire for consideration (other than Junior Stock) any
shares of Junior Stock or Parity Stock (other than, with respect to Parity
Stock, ratably with Series A 12% Preferred Stock).
(b) The Corporation shall not permit any of its Subsidiaries to
purchase or otherwise acquire for consideration any shares of capital stock
of the Corporation unless the Corporation, pursuant to Section 4(a), could
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Redemption.
(a) The Corporation may redeem, in whole or in part, any
outstanding shares of Series A 12% Preferred Stock at any time, but only out
of funds legally available therefor, by paying therefor in cash $100 per
share plus an amount equal to all Accrued Dividends, as defined in Section 8,
thereon to the date of redemption (the "Redemption Price"). If less than all
outstanding shares of Series A 12% Preferred Stock are to be redeemed, the
Corporation shall redeem shares pro rata among the holders thereof in
accordance with the respective numbers of shares of Series A 12% Preferred
Stock held by each of them.
(b) On April 27, 2003, the Corporation shall redeem all outstanding
shares of Series A 12% Preferred Stock, if any, but only out of funds legally
available therefor by paying the Redemption Price therefor.
(c) (i) Notice of any redemption of shares of Series A 12%
Preferred Stock pursuant to this Section 5 shall be mailed not less than 30,
but not more than 60, days prior to the date fixed for redemption to each
holder of shares of Series A 12% Preferred Stock to be redeemed, at such
holder's address as it appears on the transfer books of the Corporation. In
order to facilitate the redemption of shares of Series A 12% Preferred Stock,
the Board of Directors may fix a record date for the determination of the
holders of shares of Series A 12% Preferred Stock to be redeemed, not more
than 60 days or less than 30 days prior to the date fixed for such
redemption.
(ii) Notice having been given pursuant to Section 5(c)(i), from and
after the date specified therein as the date of redemption, unless default
shall be made by the Corporation in providing for the payment of the
applicable redemption price, all dividends on Series A 12% Preferred Stock
thereby called for redemption shall cease to accrue, and from and after the
earlier of (x) the date of redemption so specified, unless default shall be
made by the Corporation as aforesaid, and (y) the date (prior to the date of
redemption so specified) on which funds of the Corporation sufficient for the
payment of the Redemption Price shall have been Set Apart for Payment thereof
if the notice of redemption shall state the intention of the Corporation so
to deposit such funds on a date specified in such notice, all rights of
holders thereof as stockholders of the Corporation, except the right to
receive the applicable Redemption Price (but without interest), shall cease
and terminate. Any interest allowed on moneys so deposited shall be paid to
the Corporation. Any moneys so deposited which shall remain unclaimed by the
holders of such Series A 12% Preferred Stock at the end of six years after
the redemption date shall to the fullest extent permitted by law become the
property of, and be paid by such bank or trust company to, the Corporation.
If the Corporation shall default in providing for the redemption price as
required pursuant to this Section 5, dividends on such Series A 12% Preferred
Stock shall continue to accrue and be added to the required redemption
payments as provided in Section 2(a).
Section 6. Reacquired Shares.
Any shares of Series A 12% Preferred Stock redeemed, purchased or
otherwise acquired by the Corporation or any Subsidiary of the Corporation in
any manner whatsoever shall be retired promptly after the acquisition
thereof, and, if necessary to provide for the lawful redemption or purchase
of such shares, the capital represented by such shares shall be reduced in
accordance with the General Corporation Law of the State of Delaware. The
Corporation shall take all actions necessary so that all such shares become
authorized but unissued shares of Preferred Stock, $.01 par value, of the
Corporation and may be reissued as part of another series of Preferred Stock,
$.01 par value, of the Corporation subject to the conditions or restrictions
on authorizing or creating any class or series, or any shares of any class or
series, set forth in Section 3(a).
Section 7. Liquidation, Dissolution or Winding Up.
(a) If the Corporation shall liquidate, dissolve or wind up,
whether pursuant to federal bankruptcy laws, state laws or otherwise, no
distribution shall be made (i) to the holders of shares of Junior Stock,
unless prior thereto the holders of shares of Series A 12% Preferred Stock
shall have received $100 per share plus an amount equal to all Accrued
Dividends thereon to the date if such payment or (ii) to the holders of
shares of Parity Stock, except distributions made ratably on Series A 12%
Preferred Stock and all such Parity Stock in proportion to the total amounts
to which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up of the Corporation.
(b) Neither the consolidation, merger or other business combination
or the Corporation with or into any other Person or Persons, nor the sale,
lease, exchange or conveyance of all or any part of the property, assets or
business of the Corporation to a Person or Persons other than the holders of
Junior Stock shall be deemed to be a liquidation, dissolution or winding up
of the Corporation for purposes of this Section 7.
Section 8. Definitions.
As used in these designations of Series A 12% Preferred Stock, the
following terms shall have the meanings indicated.
"Accrued Dividends" to a particular date (the "Applicable Date")
means all unpaid dividends payable pursuant to Section 2(a) or Section 2(b),
whether or not declared, accrued to the Applicable Date.
"Affiliate" means any Person that directly, or indirectly through
one or more intermediaries, controls, is controlled by, or is under common
control with the Person specified.
"Business Day" means any day other than a Saturday, Sunday, or a day
on which banking institutions in the State of New York are authorized or
obligated by law or executive order to close.
"Person" means any person or entity of any nature whatsoever,
specifically including an individual, a firm, a company, a corporation, a
partnership, a trust or other entity.
"Set Apart for Payment" means, when used with respect to funds of
the Corporation to be used to pay dividends or effect redemptions of shares
of Series A 12% Preferred Stock, that the funds of the Corporation to be used
to pay dividends on or effect redemptions of any shares of Series A 12%
Preferred Stock to the Corporation shall have irrevocably deposited with a
bank or trust company doing business in the Borough of Manhattan in The City
of New York, and having a capital and surplus of at least $50 million, in
trust for the exclusive benefit of the holders of shares of Series A 12%
Preferred Stock, funds sufficient to satisfy such payment or redemption
obligation.
"Subsidiary" of any Person means any corporation or other entity of
which all the voting power of the voting equity securities or equity
interest is owned, directly or indirectly, by such Person.
Section 9. Rank.
Series A 12% Preferred Stock will rank, with respect to dividends
and upon distribution of assets in liquidation, dissolution or winding up,
prior to the Common Stock and pari passu with the Series A 8% Cumulative
Preferred Stock of the Corporation.
* * *
IN WITNESS WHEREOF, the undersigned officer of the Corporation
subscribes this Certificate of Designations of Series A 12% Cumulative
Preferred Stock and affirms that the statements made herein are true under
penalties of perjury this 30th day of June, 1995.
CONTINENTAL AIRLINES, INC.
By:__________________________
Name: Jeffery A. Smisek
Title: Secretary
ATTEST:
By:_____________________________
Name: Scott R. Peterson
Title: Assistant Secretary