Exhibit 10.28
ACKNOWLEDGMENT
Acknowledgment (this "ACKNOWLEDGMENT") dated as of November 20,
1998 by Northwest Airlines Corporation (formerly known as Newbridge Parent
Corporation, "NORTHWEST") as successor to Northwest Airlines Holdings
Corporation (formerly known as Northwest Airlines Corporation, the
"COMPANY"), under the First Amended and Restated Common Stock Registration
Rights Agreement (the "REGISTRATION RIGHTS AGREEMENT"), dated as of September
9, 1994 by and among Xxxxxx X. Xxxxxxx, the A Trust created pursuant to a
trust agreement dated May 23, 1984 with Xxxx X. Xxxxxx as trustee, the K
Trust created pursuant to a trust agreement dated May 23, 1984 with Xxxx X.
Xxxxxx as trustee, the Trust created pursuant to a trust agreement dated
September 9, 1985 with Xxxx X. Xxxxxx as trustee; Xxxx X. Xxxxxx, Xxxxx X.
Xxxxxx, Xxxxxxxxxxx X. Xxxxxx; Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, Xxxxxxxx
X. Xxxxx; Bright Star Investments Limited and its affiliate Paracor Finance
Inc., formerly Wings Acquisition Investor Limited; Bankers Trust New York
Corporation; Koninklijke Luchtvaart Maatschappij N.V.; Xxxxxxx X. Xxxx &
Associates - NWA Partners, L.P.; the Air Line Pilots Association,
International, the International Association of Machinists and Aerospace
Workers, the International Brotherhood of Teamsters, the Transport Workers
Union of America, the Airline Technical Support Association, the Northwest
Airlines Meteorologists Association; the trusts and separate arrangements
that are signatories to this Agreement; and the Company.
W I T N E S S E T H
WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of
January 25, 1998 (as amended and restated on October 30, 1998, the "MERGER
AGREEMENT") among the Company, Northwest and Newbridge Merger Corporation, a
wholly owned subsidiary of Northwest, Newbridge Merger Corporation will merge
with and into the Company (the "MERGER"), with the Company as the surviving
corporation, in accordance with Section 251(g) of the General Corporation Law
of the State of Delaware; and
WHEREAS, following the effective time of the Merger, the Company
will be a wholly owned subsidiary of Northwest;
NOW, THEREFORE, Northwest hereby agrees to the following:
1. ACKNOWLEDGMENT. Northwest hereby acknowledges that it has
unconditionally undertaken, assumed and agreed to perform and discharge when
due, to the extent not heretofore performed or discharged, all of the
liabilities and obligations of the Company arising out of the Registration
Rights Agreement. Northwest further agrees that from and after the effective
time of the Merger all references to the "Company" in the Registration Rights
Agreement (other than those references which relate a time period prior to
the effectiveness of the Merger) shall mean Northwest. This Acknowledgment
shall be binding upon
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Northwest, its successors and assigns and shall inure to the benefit of each
of the parties to the Registration Rights Agreement.
2. NOTICES. All notices, requests, demands and other
communications which are required or may be given under the Registration
Rights Agreement to the Company shall be delivered to Northwest at 0000 Xxxx
Xxx Xxxxxxx, Xxxxx, Xxxxxxxxx 00000, attention, Executive Vice President,
General Counsel and Secretary, fax (000) 000-0000.
3. SEVERABILITY. In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained
herein, or the application thereof in any circumstances, is held invalid,
illegal or unenforceable in any respect for any reason, the validity,
legality and enforceability of any such provision, paragraph, word, clause,
phrase or sentence in every other respect and of the remaining provisions,
paragraphs, words, clauses, phrases or sentences hereof shall not be in any
way impaired, it being intended that this Acknowledgment shall be enforceable
by the parties to the Registration Rights Agreement to the fullest extent
permitted by law.
4. GOVERNING LAW. This Acknowledgment 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 Acknowledgment 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 Acknowledgment.
IN WITNESS WHEREOF, the undersigned has executed this
Acknowledgment or caused this Acknowledgment to be executed on its behalf as
of the date first written above.
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President,
General Counsel and Secretary
