AMENDED AND RESTATED AGREEMENT
AMENDED AND RESTATED AGREEMENT, dated as of October 29, 1997 (this
"AGREEMENT"), among Northwest Airlines Corporation, a Delaware corporation
(the "COMPANY"), on the one hand, and Xxxxxx X. Xxxxxxx ("Xxxxxxx"); Xxxx X.
Xxxxxx ("XXXXXX"); Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx, and Xxxxxxxx X.
Xxxxx (together the "XXXXX FAMILY"); Xxxxxxxx X. Xxxxx as trustee of a trust
for the benefit of Xxxxxxxx X. Xxxxx; and Xxxxxxxx X. Xxxxx as trustee of a
trust for the benefit of Xxxxxxxx X. Xxxxx, on the other hand.
WITNESSETH:
WHEREAS, under Section 17 of 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"), among the
Company; Xxxxxxx, the A Trust created pursuant to a trust agreement dated May
23, 1984 with Xxxxxx as trustee, the K Trust created pursuant to a trust
agreement dated May 23, 1984 with Xxxxxx as trustee, and the Trust created
pursuant to a trust agreement dated September 1, 1985 with Xxxxxx as trustee
(each such trust collectively known as the "XXXXXXX FAMILY TRUSTS"; the
Xxxxxxx Family Trusts and Xxxxxxx together known as the "XXXXXXX FAMILY");
Xxxxxx, Xxxxx X. Xxxxxx, and Xxxxxxxxxxx X. Xxxxxx (together the "XXXXXX
FAMILY"); the Xxxxx Family; Bankers Trust New York Corporation ("BTNY");
Koninklijke Luchtvaart Maatschappij N.V. ("KLM"); and Xxxxxxx X. Xxxx &
Associates - NWA Partners, L.P., formerly known as Wings Associates, L.P.
("XXXX"), KLM was granted an option to purchase shares of Common Stock (the
"KLM OPTION") from each of the Xxxxxxx Family, the Xxxxxx Family, the Xxxxx
Family, Xxxx, BTNY, and Bright Star Investments Limited and its affiliate
Paracor Finance Inc., the permitted transferees of Wings Acquisition Investor
Limited (collectively, "BRIGHT STAR"), 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 a purchase of Bright Star's shares of
Common Stock;
WHEREAS, the Company has been advised that (i) as among the members
of the Xxxxxxx Family, only shares owned by Xxxxxxx are subject to the KLM
Option; (ii) as among the members of the Xxxxxx Family, only shares owned by
Xxxxxx are subject to the KLM Option; and (iii) as among members of the Xxxxx
Family, an equal number of shares of each member are subject to the KLM
Option;
WHEREAS, in connection with entering into the Common Stock
Repurchase Agreement, dated as of September 29, 1997 (the "COMMON STOCK
AGREEMENT"), between the Company and KLM, KLM and the Company have agreed that
the KLM Option granted to KLM by each of Xxxxxxx, Xxxxxx and the Xxxxx Family
under Section 17 of the Stockholders' Agreement would be cancelled;
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WHEREAS, Xxxxxxx, Xxxxxx and the Xxxxx Family have agreed to pay to
the Company the following amounts in satisfaction of the obligations
undertaken by the Company in connection with the cancellation of the KLM
Options: (i) $14,042,540.35 with respect to Xxxxxxx (the "XXXXXXX AMOUNT"),
(ii) $14,042,540.35 with respect to Xxxxxx (the "XXXXXX AMOUNT"), and (iii)
$809,027.52 with respect to the Xxxxx Family (the "XXXXX AMOUNT");
WHEREAS, the parties hereto wish to amend and restate their
original agreement with respect to such reimbursements as herein provided;
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. OBLIGATION TO PAY THE XXXXXXX AMOUNT, THE XXXXXX AMOUNT AND
THE XXXXX AMOUNT. In consideration for the Company's agreement with KLM in
respect of the cancellation of the KLM Options, as described above, Xxxxxxx,
Xxxxxx and the Xxxxx Family hereby agree, respectively, as follows:
a. OBLIGATION TO PAY THE XXXXXXX AMOUNT. Xxxxxxx hereby
unconditionally promises to pay to the order of the Company, in lawful
money of the United States of America in immediately available funds, no
later than 12:00 noon, New York City time, on the date hereof, the
principal sum of $14,042,540.35, without interest.
b. OBLIGATION TO PAY THE XXXXXX AMOUNT. Xxxxxx hereby
unconditionally promises to pay to the order of the Company, in lawful
money of the United States of America in immediately available funds, no
later than 12:00 noon, New York City time, on January 28, 1998 (i) the
principal sum of $14,042,540.35 and (ii) interest on such principal amount
from the date hereof until January 28, 1998 at a rate per annum equal to
6%.
c. OBLIGATION TO PAY THE XXXXX AMOUNT. (i) Each of Xxxxxxxx X.
Xxxxx, Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx
X. Xxxxx and Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of
Xxxxxxxx X. Xxxxx hereby unconditionally promises either (x) subject to
prior approval (the "APPROVAL") of the Board of Directors of the Company,
to transfer, assign and deliver, as promptly as practicable after the
Approval, a certificate or certificates representing 17,684 shares (the
"SHARES") of the Company's Class A Common Stock, par value $.01 per share,
valued at a per share price equal to $45.75, which is the closing price of
the Shares on the National Association of Securities Dealers Automated
Quotations system on the date hereof, or (y) if and only if the Approval
is not granted by December 1, 1997, to pay to the order of the Company, in
lawful money of the United States of America in immediately available
funds, as promptly as practicable after December 1, 1997, (1) the principal
sum of $809,027.52 and (2) interest on such principal amount from the date
hereof until the date of such payment at a rate per annum equal to 6%. It
is understood and agreed by the Company and the Xxxxx Family that (i) the
transfer,
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assignment and delivery of the Shares or (ii) the payment in immediately
available funds, as the case may be, by each of Xxxxxxxx X. Xxxxx, Xxxxxxxx
X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X. Xxxxx and
Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X.
Xxxxx as provided in the preceding sentence shall satisfy in full the
amount owed by the Xxxxx Family in respect of the Xxxxx Amount. If the
Approval is granted, the certificate or certificates representing the
Shares shall be duly endorsed in blank or accompanied by stock powers duly
executed in blank, with all necessary stock transfer stamps affixed.
(ii) The Company hereby agrees to pay to Xxxxxxxx X. Xxxxx,
Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X.
Xxxxx and Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of
Xxxxxxxx X. Xxxxx any amount owing in respect of fractional shares.
2. WAIVER. Each of Xxxxxxx, Xxxxxx and the Xxxxx Family hereby
waives presentment, demand, protest or notice of any kind in connection with
this Agreement.
3. DEFINITIONS. Capitalized terms used but not otherwise defined
herein are used herein as defined in the Stockholders' Agreement.
4. CHOICE OF LAW. THIS AGREEMENT 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
AGREEMENT 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 AGREEMENT.
5. COUNTERPARTS. This Agreement 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.
6. REPRESENTATIONS AND WARRANTIES. If and only if the Approval is
granted, each of Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx as trustee of a trust
for the benefit of Xxxxxxxx X. Xxxxx and Xxxxxxxx X. Xxxxx as trustee of a
trust for the benefit of Xxxxxxxx X. Xxxxx represents and warrants to the
Company as of the date that such parties transfer, assign and deliver the
Shares, as follows:
a. OWNERSHIP OF THE SHARES. Each of Xxxxxxxx X. Xxxxx, Xxxxxxxx
X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X. Xxxxx and
Xxxxxxxx X. Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X.
Xxxxx has good and valid title to the Shares free and clear of all liens,
claims, equities, charges and encumbrances whatsoever, other than
restrictions imposed by Federal or State securities law.
b. POWER; AUTHORITY. Each of Xxxxxxxx X. Xxxxx, Xxxxxxxx X. Xxxxx
as trustee of a trust for the benefit of Xxxxxxxx X. Xxxxx and Xxxxxxxx X.
Xxxxx as trustee of a trust for the benefit of Xxxxxxxx X. Xxxxx has the
full and unrestricted
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power and right to enter into this Agreement and has the full and
unrestricted power and right to sell to the Company the Shares.
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IN WITNESS WHEREOF, each of the undersigned has caused this
Agreement to be duly executed on its behalf as of the date first written
above.
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Senior Vice President,
General Counsel & Secretary
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx as trustee of a trust
for the benefit of Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxxx X. Xxxxx as trustee of a trust
for the benefit of Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxxx X. Xxxxx
/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
