EXHIBIT 10.18
ACKNOWLEDGMENT
Acknowledgment (this "ACKNOWLEDGMENT") dated as of November 20,
1998 by Northwest Parent Corporation ("NORTHWEST") as successor to Northwest
Airlines Holdings Corporation (formerly known as Northwest Airlines
Corporation, the "COMPANY"), under the Second Amended and Restated Investor
Stockholders' Agreement dated as of December 23, 1993, as amended (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 9, 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 the Trust Agreement
dated December 24, 1994; Xxxxxxx X. Xxxx & Associates - NWA Partners, L.P.,
("XXXX"); 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 as of 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 Stockholders'
Agreement. Northwest further agrees that from and after the effective time
of the Merger all references to the "Company" in the Stockholders' Agreement
(other than those references which relate to a time period prior to the
effectiveness of the Merger) shall mean Northwest. This Acknowledgment shall
be binding upon Northwest, its successors and assigns and shall inure to the
benefit of each of the parties to the Stockholders' Agreement.
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2. NOTICES. All notices, requests, demands and other
communications which are required or may be given under the Stockholders'
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 Acknowledgement shall be
enforceable by the parties to the Stockholders' Agreement to the fullest
extent permitted by law.
4. GOVERNING LAW. This Acknowledgement 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 Acknowledgement 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 Acknowledgement.
IN WITNESS WHEREOF, the undersigned has executed this
Acknowledgement or caused this Acknowledgement 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
