Exhibit 10.5
XXXX PREFERRED STOCK REPURCHASE AGREEMENT dated as of September 29,
1997 between NORTHWEST AIRLINES CORPORATION, a Delaware corporation ("NWA
CORP."), and XXXXXXX X. XXXX & ASSOCIATES - NWA PARTNERS, L.P., a California
limited partnership ("XXXX").
W I T N E S S E T H :
WHEREAS, on the date hereof, Xxxx owns 5,396,643 shares of NWA Corp.'s
Class A Common Stock, par value $.01 per share (the "CLASS A COMMON STOCK"), and
1,727 shares of NWA Corp.'s Series B Preferred Stock, par value $.01 per share
(the "SERIES B PREFERRED STOCK");
WHEREAS, concurrently with the Initial Closing Date (as defined in the
Common Stock Agreement (as hereinafter defined)), in accordance with the
provisions set forth in the Amendment to the Stockholders' Agreement (as
hereinafter defined), Koninklijke Luchtvaart Maatschappij N.V., a Netherlands
corporation ("KLM"), will exercise its right to purchase, and will purchase,
pursuant to Section 17 of the Stockholders' Agreement (as hereinafter defined)
(x) from Xxxx, 658,755 shares of Class A Common Stock in exchange for 163.6001
shares of NWA Corp.'s Series A Preferred Stock, par value $.01 per share (the
"SERIES A PREFERRED STOCK"), and 54.5250 shares of Series B Preferred Stock and
(y) from Bankers Trust New York Corporation ("BTNY"), 2,635,020 shares of Class
B Common Stock, par value $.01 per share (the "CLASS B COMMON STOCK"), in
exchange for 654.4002 shares of Series A Preferred Stock and 218.1001 shares of
Series B Preferred Stock, following which purchase Xxxx will own (i) 4,737,888
shares of Class A Common Stock, (ii) 163.6001 shares of Series A Preferred Stock
(the "SERIES A PREFERRED SHARES") and (iii) 1,781.5250 shares of Series B
Preferred Stock (the "SERIES B PREFERRED SHARES", together with the Series A
Preferred Shares, the "PREFERRED SHARES"); and
WHEREAS, upon the terms and subject to the conditions set forth
herein, Xxxx wishes to sell to NWA Corp., and NWA Corp. wishes to purchase from
Xxxx, the Preferred Shares on the Initial Closing Date;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
