AMENDMENT TO SECOND AMENDED AND
RESTATED INVESTOR STOCKHOLDERS' AGREEMENT
AMENDMENT, dated as of September 29, 1997 (this "Amendment"), to the
Second Amended and Restated Investor Stockholders' Agreement, dated as of
December 23, 1993 (as such agreement has been amended, supplemented or otherwise
modified from time to time prior to the date hereof, the "Stockholders'
Agreement"), by and among ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the A Trust created pursuant to a
trust agreement dated May 23, 1984 with ▇▇▇▇ ▇. ▇▇▇▇▇▇ as trustee, the K Trust
created pursuant to a trust agreement dated May 23, 1984 with ▇▇▇▇ ▇. ▇▇▇▇▇▇ as
trustee, the Trust created pursuant to a trust agreement dated September 1, 1985
with ▇▇▇▇ ▇. ▇▇▇▇▇▇ as trustee (each such trust collectively known as the
"▇▇▇▇▇▇▇ Family Trusts"; the ▇▇▇▇▇▇▇ Family Trusts and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
together known as the "▇▇▇▇▇▇▇ Family"); ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (together the "▇▇▇▇▇▇ Family"); ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (together the "▇▇▇▇▇ Family"); the
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Foundation created under Trust Agreement dated December 24,
1994; Bankers Trust New York Corporation ("BTNY"); Koninklijke Luchtvaart
Maatschappij N.V. ("KLM"); ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates - NWA Partners, L.P.,
formerly known as Wings Associates, L.P. ("▇▇▇▇" and together with each of the
foregoing parties, the "Investor Stockholders"); and Northwest Airlines
Corporation, a Delaware corporation (the "Company").
W I T N E S S E T H:
WHEREAS, under Section 17 of the Stockholders' Agreement, KLM was
granted an option to purchase shares of Common Stock (the "KLM Option") from
each of ▇▇▇▇, BTNY, the ▇▇▇▇▇▇▇ Family, the ▇▇▇▇▇ Family, Bright Star
Investments Limited and its affiliate Paracor Finance Inc., the permitted
transferees of Wings Acquisition Investor Limited (collectively, "Bright Star"),
and the ▇▇▇▇▇▇ Family, upon the terms and subject to the conditions set forth
therein;
WHEREAS, KLM has previously exercised the KLM Option granted to KLM by
Bright Star in connection with purchasing Bright Star's shares of Common Stock;
WHEREAS, in connection with entering into the Common Stock Repurchase
Agreement, dated as of September 29, 1997 (the "Common Stock Agreement"),
between KLM and the Company, the parties hereto desire (x) to accelerate the
date of the KLM exercise date for the KLM Option granted to KLM by each of ▇▇▇▇
and BTNY under Section 17 of the Stockholders' Agreement and (y) to cancel the
KLM Option granted to KLM by each of the ▇▇▇▇▇▇▇ Family, the ▇▇▇▇▇▇ Family and
the ▇▇▇▇▇ Family under Section 17 of the Stockholders' Agreement;
WHEREAS, on the date hereof, KLM owns (i) 1,308.8 shares of the
Company's Series A Preferred Stock, par value $.01 per share (the "Series A
Preferred
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Stock"), (ii) 436.2 shares of the Company's Series B Preferred Stock, par value
$.01 per share (the "Series B Preferred Stock"), and (iii) 21,684,099 shares of
the Company's Class A Common Stock, par value $.01 per share (the "Class A
Common Stock", and together with the Company's Class B Common Stock, par value
$.01 per share (the "Class B Common Stock"), the "Common Stock");
WHEREAS, concurrently with the Initial Closing Date (as defined in the
Common Stock Agreement), upon the terms and subject to the conditions set forth
herein, KLM will exercise its right to purchase, and will purchase, pursuant to
Section 17 of the Stockholders' Agreement (as such Section is amended by this
Amendment) (x) from ▇▇▇▇, 658,755 additional shares of Class A Common Stock in
exchange for 163.6001 shares of Series A Preferred Stock and 54.5250 shares of
Series B Preferred Stock and (y) from BTNY, 2,635,020 shares of Class B Common
Stock in exchange for 654.4002 shares of Series A Preferred Stock and 218.1001
shares of Series B Preferred Stock, following which purchase KLM will own
22,342,854 shares of Class A Common Stock, 2,635,020 shares of Class B Common
Stock (and a total of 24,977,874 shares of Common Stock), 490.7997 shares of
Series A Preferred Stock and 163.5749 shares of Series B Preferred Stock;
WHEREAS, upon the terms and subject to the conditions set forth in the
Common Stock Agreement, KLM has agreed to sell to the Company, and the Company
has agreed to purchase from KLM, all 24,977,874 shares of Common Stock (in four
installments over a three-year period, with all 2,635,020 shares of Class B
Common Stock if not otherwise converted to be sold in the last installment), and
upon the terms and subject to the conditions set forth in the Preferred Stock
Repurchase Agreement, dated as of September 29, 1997 (the "Preferred Stock
Agreement"), between KLM and the Company, all 490.7997 shares of Series A
Preferred Stock (at the Initial Closing Date) and all 163.5749 shares of Series
B Preferred Stock (at the Initial Closing Date); and
WHEREAS, under Section 15(b) of the Stockholders' Agreement, a written
instrument signed by the Required Percentage is required in order to amend the
provisions of the Stockholders' Agreement in the manner contemplated by this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. Amendment to Section 17 of the Stockholder's Agreement. Section 17
of the Stockholders' Agreement is hereby deleted in its entirety and substituted
in lieu thereof is the following:
"17. KLM Option. (a) Each of ▇▇▇▇ and BTNY (the "Option Stockholders")
hereby grant to KLM the option (the "KLM Option"), exercisable only in
connection with the consummation of the transactions contemplated to occur
on the Initial Closing
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Date under (and as defined in) that certain Common Stock Purchase
Agreement, dated as of September 29, 1997 (the "Common Stock Agreement"),
between the Company and KLM, to purchase (x) in the case of ▇▇▇▇, 658,755
shares of the Company's Class A Common Stock, and (y) in the case of BTNY,
2,635,020 shares of the Company's Class B Common Stock, for an aggregate of
3,293,775 shares of Common Stock (collectively, the "Option Shares"), at
the exercise price for the Option Shares set forth in Section 17(b) below;
provided, that in each case, in the event that the number of shares is
adjusted by subdivision, combination, reclassification, recapitalization,
stock split or stock dividend, the KLM Option Exercise Price (as defined
below) shall be adjusted proportionately to any such adjustment in the
number of shares. The KLM Option shall be automatically exercised, in whole
and not in part, without any further action by any party, concurrently with
the consummation of the transactions contemplated to occur under the Common
Stock Agreement on the Initial Closing Date (the date on which the KLM
Option is exercised being referred to as the "KLM Option Exercise Date").
(b) The exercise price for the Option Shares subject to the KLM Option
(the "KLM Option Exercise Price") shall be payable by KLM in shares of
Series A Preferred Stock and Series B Preferred Stock that it owns as of
the KLM Option Exercise Date as follows (based on the full exercise of the
KLM Option): (i) ▇▇▇▇ shall receive 163.6001 shares of Series A Preferred
Stock and 54.5250 shares of Series B Preferred Stock; and (ii) BTNY shall
receive 654.4002 shares of Series A Preferred Stock and 218.1001 shares of
Series B Preferred Stock. Series A Preferred Stock and Series B Preferred
Stock transferred to the Option Stockholders pursuant to the KLM Option
shall include any accrued and unpaid dividends accruing thereon.
(c) On the KLM Option Exercise Date, (i) each Option Stockholder agrees
to transfer, assign and deliver to KLM a certificate or certificates
representing the Option Shares to be sold by such Option Stockholder, and
KLM agrees to transfer, assign and deliver to such Option Stockholder, as
payment of the applicable KLM Option Exercise Price for such Option Shares,
a certificate or certificates representing the shares of Series A Preferred
Stock and Series B Preferred Stock comprising such KLM Option Exercise
Price. Such certificates shall be duly endorsed in blank or accompanied by
stock powers duly executed in blank, with all necessary stock transfer
stamps affixed. The closing for the purchase and sale of the Option Shares
shall occur at the time and place of the Initial Closing Date referred to
in Section 17(a) above.
(d) Notwithstanding any other provision of this Agreement, upon the
effectiveness of the amendment to this Agreement dated as of September 29,
1997 (the "September 1997 Amendment") (i) the KLM Option previously granted
under this Agreement (prior to the effectiveness of the September 1997
Amendment) with respect to certain shares held by the ▇▇▇▇▇▇▇ Family, the
▇▇▇▇▇ Family and the ▇▇▇▇▇▇ Family will be cancelled on an unexercised
basis without any liability in respect thereof, and
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(ii) neither KLM nor any Investor Stockholder shall have any obligations or
rights with respect to any "Put Options" arrangements that were previously
granted under this Agreement (prior to the effectiveness of the September
1997 Amendment), which Put Options shall be deemed cancelled on an
unexercised basis without any liability in respect thereof."
2. Additional Amendments to Stockholders' Agreement. Immediately
following the consummation of all of the transactions contemplated to occur at
the Initial Closing Date under the Common Stock Agreement (including for
purposes of this Section 2, the consummation of the transactions contemplated by
the exercise of the KLM Option in the manner provided by Section 17 of the
Stockholders' Agreement (as amended by this Amendment)), each of KLM, the other
Investor Stockholders and the Company agrees that KLM shall thereupon be deleted
from and shall cease to be a party to the Stockholders' Agreement and KLM shall
have no rights and no obligations thereunder. The Stockholders' Agreement shall
be further amended by deleting therefrom any and all provisions with respect to
obligations owed by, and rights accruing to, KLM under the Stockholders'
Agreement.
3. Representations and Warranties of KLM. KLM hereby represents and
warrants to each of BTNY, ▇▇▇▇ and the Company that, as of the date hereof and
at the Initial Closing Date (before giving effect to the exercise of the KLM
Option on such date), KLM has good and valid title to its (i) 1,308.8 shares of
the Series A Preferred Stock, (ii) 436.2 shares of the Series B Preferred Stock,
and (iii) 21,684,099 shares of the Class A Common Stock, free and clear of any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), other charge or security interest or any preference,
priority or other arrangement or preferential arrangement of any kind or nature
whatsoever (including, without limitation, any conditional sale or other title
retention agreement having substantially the same economic effect as any of the
foregoing), but other than those established under the Common Stock Agreement
and the Preferred Stock Agreement.
4. Representations and Warranties of BTNY. BTNY hereby represents and
warrants to each of KLM, ▇▇▇▇ and the Company that, as of the date hereof and at
the Initial Closing Date (before giving effect to the exercise of the KLM Option
on such date), BTNY has good and valid title to its (i) 999 shares of the Class
A Common Stock and (ii) 2,635,020 shares of the Class B Common Stock, free and
clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), other charge or security interest or any
preference, priority or other arrangement or preferential arrangement of any
kind or nature whatsoever (including, without limitation, any conditional sale
or other title retention agreement having substantially the same economic effect
as any of the foregoing), but other than those established under the BTNY
Preferred Stock Repurchase Agreement, dated as of September 29, 1997, between
BTNY and the Company.
5. Representations and Warranties of ▇▇▇▇. ▇▇▇▇ hereby represents and
warrants to each of KLM, BTNY and the Company that, as of the date hereof and at
the Initial
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Closing Date (before giving effect to the exercise of the KLM Option on such
date), ▇▇▇▇ has good and valid title to its (i) 5,396,643 shares of the Class A
Common Stock and (ii) 1727 shares of the Series B Preferred Stock, free and
clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), other charge or security interest or any
preference, priority or other arrangement or preferential arrangement of any
kind or nature whatsoever (including, without limitation, any conditional sale
or other title retention agreement having substantially the same economic effect
as any of the foregoing), but other than those established under the ▇▇▇▇
Preferred Stock Repurchase Agreement, dated as of September 29, 1997, between
▇▇▇▇ and the Company.
6. Definitions. Capitalized terms used but not otherwise defined herein
are used herein as defined in the Stockholders' Agreement.
7. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED THEREIN. THE PARTIES TO THIS AMENDMENT HEREBY
AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AMENDMENT.
8. Counterparts. This Amendment may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same
instrument.
9. Effectiveness. Upon the execution of this Amendment by the Required
Percentage of Investor Stockholders, this Amendment shall become effective
concurrently with the consummation of the transactions contemplated under the
Common Stock Agreement on the Initial Closing Date.
IN WITNESS WHEREOF, each of the undersigned has caused this Amendment
to be duly executed on its behalf as of the date first written above.
NORTHWEST AIRLINES CORPORATION
By:_________________________________
Name:
Title
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇
K Trust created under Trust Agreement dated May 23,
1984
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
A Trust created under Trust Agreement dated May 23,
1984
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
Trust created under Trust Agreement dated September
1, 1985
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
▇▇▇▇▇▇-▇▇▇▇▇▇▇▇▇ Foundation created under Trust
Agreement dated December 24, 1994
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▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustee
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
BANKERS TRUST NEW YORK CORPORATION
By:__________________________________
Name:
Title:
KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V.
By:__________________________________
Name:
Title:
By:__________________________________
Name:
Title:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ASSOCIATES - NWA
PARTNERS, L.P.
by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates, L.P., its
General Partner
by: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates, Inc., its
General Partner
By:__________________________________
Name:
Title:
