Exhibit 10.7
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 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 1, 1985
with Xxxx X. Xxxxxx as trustee (each such trust collectively known as the
"XXXXXXX FAMILY TRUSTS"; the Xxxxxxx Family Trusts and Xxxxxx X. Xxxxxxx
together known as the "XXXXXXX FAMILY"); Xxxx X. Xxxxxx, Xxxxx X. Xxxxxx,
Xxxxxxxxxxx X. Xxxxxx (together the "XXXXXX FAMILY"); Xxxxxxxx X. Xxxxx,
Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx (together the "XXXXX FAMILY"); the Xxxxxx-
Xxxxxxxxx Foundation created under Trust Agreement dated December 24, 1994;
Bankers Trust New York Corporation ("BTNY"); Koninklijke Luchtvaart Maatschappij
N.V. ("KLM"); Xxxxxxx X. Xxxx & Associates - NWA Partners, L.P., formerly known
as Wings Associates, L.P. ("XXXX" 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 Xxxx, BTNY, the Xxxxxxx Family, the Xxxxx Family, Bright Star
Investments Limited and its affiliate Paracor Finance Inc., the permitted
transferees of Wings Acquisition Investor Limited (collectively, "BRIGHT STAR"),
and the Xxxxxx 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 Xxxx
and BTNY under Section 17 of the Stockholders' Agreement and (y) to cancel the
KLM Option granted to KLM by each of the Xxxxxxx Family, the Xxxxxx Family and
the Xxxxx Family under Section 17 of the Stockholders' Agreement;
