Exhibit 2.3
This AMENDMENT No. 1 made and entered into the 27th day of
February, 1998, among Northwest Airlines Corporation
("Parent"), Newbridge Parent Corporation, a Delaware
corporation and a wholly owned subsidiary of Parent ("Holdco
Sub"), Air Partners, L.P., a Texas limited partnership (the
"Partnership"), the partners of the Partnership
(collectively, the "Partners"), Bonderman Family Limited
Partnership, a Texas limited partnership ("Transferor I"),
Air Saipan, Inc., a CNMI corporation ("Transferor II"), and
1992 Air, Inc., a Texas corporation ("Transferor III").
WHEREAS, Parent, Holdco Sub, the Partnership, the Partners, Transferor
I, Transferor II and Transferor III are parties to an Investment Agreement dated
as of January 25, 1998 (the "Investment Agreement"; capitalized terms used and
not defined herein have the meaning assigned to them in the Investment
Agreement); and
WHEREAS, the parties hereto desire to amend the Investment Agreement
to adjust the maximum percentage of the consideration to be paid to the Partners
pursuant thereto that may be so paid in shares of Holdco Sub Class A Common
Stock;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
Section 1. Amendments. (a) Schedules 2.2(a) and 2.2(b) to the
Investment Agreement are hereby deleted in their entirety and replaced with
Schedules 2.2(a) and 2.2(b) hereto, respectively.
(b) The reference in Section 2.2(c) of the Investment Agreement to
"40%" is hereby deleted and replaced with a reference to "41%".
(c) Immediately following Section 2.2(c) of the Investment Agreement,
a new Section 2.2(d) is hereby inserted, as follows:
"(d) It is understood and agreed by the parties that,
subject to clause (c) of this Section 2.2, 1992 Air GP may elect
to receive part of the consideration for its Allocable Company
Class A Shares in cash and part in shares of Holdco Sub Class A
Common Stock as set forth on Schedules 2.2(a) and 2.2(b), so that
1992 Air GP shall be both a Cash Electing Partner and a Share
Electing Partner."
Section 2. Approval. This Amendment is made pursuant to Section 7.8
of the Investment Agreement, which requires the written consent of each of
Parent, Holdco Sub, the
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Partnership, the Partners, Transferor I, Transferor II and Transferor III, each
of whom hereby consents to the foregoing amendment.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of New York as applied in
contracts entered into and to be performed in New York without regard to the
application of principles of conflicts of laws.
Section 4. Counterparts. This Amendment may be executed in two or
more counterparts, each of which shall be considered an original and all of
which, taken together, shall constitute the same document.
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IN WITNESS WHEREOF, the parties have executed, delivered and entered
into this Agreement as of the date and year first above written above.
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President
General Counsel and
Secretary
NEWBRIDGE PARENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Vice President, Secretary
and Assistant Treasurer
AIR PARTNERS, L.P.
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas
corporation, managing partner
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
THE PARTNERS:
GENERAL PARTNERS:
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas
corporation, general partner
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
AIR II GENERAL, INC., a Texas
corporation
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
LIMITED PARTNERS:
XXXXX XXXXXXXXX
BONDERMAN FAMILY LIMITED
PARTNERSHIP
ESTATE OF XXXXX XXX XXXXXXXX
By: Xxxxxx X. Xxxx, Xx.
Managing Executor
Bank of Saipan, Executor
DHL MANAGEMENT SERVICES, INC.
LECTAIR PARTNERS
By: Planden Corp., G.P.
SUNAMERICA INC. (Formerly Broad, Inc.)
XXX XXXXX
AMERICAN GENERAL CORPORATION
XXXXXX XXXXX
CONAIR LIMITED PARTNERS, L.P.
BONDO AIR LIMITED PARTNERSHIP
By: 1992 Air, Inc.
By: 1992 AIR GP, as attorney-in-fact
for the foregoing
By: 1992 Air, Inc., a Texas
corporation, general partner
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
AIR SAIPAN, INC., a CNMI corporation
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Agent and Attorney-in-Fact
BONDERMAN FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Agent and Attorney-in-Fact
1992 AIR, INC., a Texas corporation
By: /s/ Xxxxx X. X'Xxxxx
-----------------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
Schedule 2.2(a)
Cash Electing Partners
and Transferors
Partner or Transferor Estimated Cash Amount(1)
--------------------- ------------------------
Estate of Xxxxx Xxxxxxxx $ 55,819,750
DHL Management Services, Inc. 54,201,548
Sun America, Inc. 20,325,816
American General Corporation 72,864,236
Conair, L.P. 6,097,883
Bondo Air Limited Partnership 62,053,260
1992, Air GP 19,289,758
Air Saipan, Inc. 225,156
----------------
$ 290,877,407
----------------
----------------
--------------------
(1) Net of the aggregate exercise price of Warrants.
Schedule 2.2(b)
Share Electing Partners
and Transferors
Partner or Transferor Estimated Value of Shares*(1)
--------------------- -----------------------------
Xxxxx Xxxxxxxxx $ 23,369,916
Bonderman Family Limited Partnership 6,775,146
Lectair Partners 36,586,017
Xxx Xxxxx 13,550,293
Xxxxxx Xxxxx 33,876,109
1992 Air GP 71,801,792
1992 Air, Inc. 12,961,350
Bonderman Family Limited Partnership 997,448
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$ 199,918,071
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---------------
--------------------
* Based on assumed price used in calculating the Share Exchange Ratio of
1.2079.
(1) Net of the aggregate exercise price of Warrants.
