Exhibit 4(a)(6)
CONSENT AND AGREEMENT
[NW 1997 A]
The undersigned, AERO INTERNATIONAL (REGIONAL), a Societe par Actions
Simplifee, whose registered office is situated at 0, Xxxxx Xxxxxx Xxxxx,
00000 Xxxxxxx Xxxxx, Xxxxxx, acting as agent for and on behalf of British
Aerospace (Operations) Limited, a limited company incorporated under the laws
of England and Wales, hereby acknowledges notice of, and consents to all of
the terms of, the foregoing Purchase Agreement Assignment [NW 1997 A] dated
as of September 25, 1997 between Northwest Airlines, Inc. (the "Assignor"),
and First Security Bank, National Association, not in its individual capacity
but solely as Owner Trustee (the "Assignee") (herein called the "Purchase
Agreement Assignment," the defined terms therein or by reference therein
being hereinafter used with the same meaning) and hereby confirms to the
Assignor and the Assignee, and agrees, that: (i) all representations,
warranties, indemnities and agreements of the Manufacturer under the Purchase
Agreement with respect to the Contract Rights, to the extent assigned by the
Assignor to the Assignee, shall inure to the benefit of the Assignee to the
same extent as if originally named the "Buyer" therein, subject to the terms
and conditions of the Purchase Agreement Assignment; (ii) the Assignee shall
not be liable for any of the obligations or duties of the Assignor under the
Purchase Agreement, nor shall the Purchase Agreement Assignment give rise to
any duties or obligations whatsoever on the part of the Assignee owing to the
Manufacturer, except for the Assignee's agreement in the Purchase Agreement
Assignment to the effect that in exercising any rights under the Purchase
Agreement or in making any claim with respect to the Contract Rights, the
terms and conditions of the Purchase Agreement relating to the Aircraft shall
apply to, and be binding upon, the Assignee to the same extent as the
Assignor, and with respect to such agreement the Manufacturer agrees that,
anything contained in the Purchase Agreement and the Purchase Agreement
Assignment to the contrary notwithstanding, so long as the Manufacturer shall
not have received written notice that an Event of Default has occurred and is
continuing, the Assignee shall not have any responsibility to the
Manufacturer for failure to comply with any of the terms of the Purchase
Agreement with respect to the Contract Rights as and to the extent the same
relate to the Aircraft while under lease to the Assignor; provided that no
person other than the Manufacturer shall have any rights against the Assignee
with respect to the undertaking and agreement set forth in this clause (ii);
(iii) the Manufacturer acknowledges the lease of the Aircraft by the Assignee
to the Assignor under the Lease and acknowledges advance notice of the
Purchase Agreement Assignment pursuant to Clause 24.1 of the Purchase
Agreement; and (iv) so long as the Aircraft is subject to the Lease, the
Manufacturer will continue to pay to the Assignor all payments which the
Manufacturer may be required to make in respect of the Aircraft under the
Purchase Agreement unless and until the Manufacturer shall have received
written notice from the Indenture Trustee or the Assignee by facsimile
addressed to Aero International (Regional), 0, Xxxxx Xxxxxx Xxxxx, 00000
Xxxxxxx Xxxxx, Xxxxxx, Attn: SVP Commercial (telecopy 011 33 5 6221 6321)
with a copy to Aero International (Regional) Marketing Inc., 00000 XxXxxxxx
Xxxx, Xxxxxxx, Xxxxxxxx 00000, Attn.: Contracts Director (telecopy (703)
736-4255) and three Business Days shall have elapsed from the date of actual
receipt by the Manufacturer, that an Event of Default under the Lease has
occurred and is continuing,
whereupon the Manufacturer will not be required to make further inquiry into
the content of such notice and thereafter (until the Manufacturer shall have
received notice in writing from the Assignee or the Indenture Trustee sent or
addressed as aforesaid that no Event of Default under the Lease exists or
that such Event of Default under the Lease has been cured or waived)
Manufacturer shall make any and all payments which it may be required to make
in respect of the Aircraft under the Purchase Agreement (to the extent that
the right to receive such payments has been assigned under the Purchase
Agreement Assignment) directly to the Indenture Trustee at the account of the
Indenture Trustee at State Street Bank and Trust Company, 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, ABA No. 011-00-0028, Account No.
0000-000-0 Northwest/NW 1997 A, Attention: Corporate Trust Department,
Reference: Northwest/NW 1997 A, or (if written notice has been given to the
Manufacturer by the Assignee in the manner aforesaid that the Trust Indenture
is no longer in effect in accordance with its terms and all amounts due and
payable under the Secured Certificates have been paid in full) to the
Assignee at the account of the Assignee at First Security Bank, National
Association, 00 Xxxxx Xxxx Xxxxxx, Xxxx Xxxx Xxxx, Xxxx 00000, ABA No.
000-0000-00, Account No. 051-0000000, Attention: Corporate Trust Department,
Credit Northwest/NW 1997 A.
The Manufacturer hereby represents and warrants that (A) the
Manufacturer is a limited company incorporated under the Companies Act of
1985 duly organized and validly existing under the laws of England and Wales,
(B) the execution, delivery and performance of the Purchase Agreement and
this Consent and Agreement have been duly authorized by all necessary
corporate action on the part of the Manufacturer, do not require any approval
of the stockholders of the Manufacturer, trustee or holders of any
indebtedness or obligations of the Manufacturer (other than any such approval
or consent as has been obtained) and neither the execution and delivery of
the Purchase Agreement or this Consent and Agreement by the Manufacturer, nor
the performance by the Manufacturer of its obligations under the Purchase
Agreement or the Consent and Agreement contravenes any law, governmental rule
or regulation applicable to the Manufacturer, and (C) neither the execution
and delivery by the Manufacturer of the Purchase Agreement or the Consent and
Agreement, nor the performance by the Manufacturer of its obligations
thereunder, requires the consent or approval of, or the giving of notice to,
or the registration with, or the taking of any other action in respect of,
any federal or state governmental authority in the United States (other than
those which have been obtained).
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Dated as of September 25, 1997
AERO INTERNATIONAL (REGIONAL) SAS,
as agent for and on behalf of British Aerospace
(Operations) Limited
By s/Xxxxx Xxxxxx
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Title:
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