Exhibit 10.2
COMMON STOCK REPURCHASE AGREEMENT dated as of September 29, 1997
between NORTHWEST AIRLINES CORPORATION, a Delaware corporation ("NWA CORP."),
and KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V., a Netherlands corporation ("KLM").
W I T N E S S E T H :
WHEREAS, on the date hereof, KLM owns 21,684,099 shares (the "CURRENT
SHARES") of NWA Corp.'s Class A Common Stock, par value $.01 per share (the
"CLASS A COMMON STOCK", and together with NWA Corp.'s Class B Common Stock, par
value $.01 per share (the "CLASS B COMMON STOCK"), the "COMMON STOCK"), and in
accordance with the provisions set forth in the Amendment to the Stockholders'
Agreement (as hereinafter defined) will exercise its right to purchase, pursuant
to Section 17 of the Stockholders' Agreement (as hereinafter defined), 3,293,775
additional shares of Class A Common Stock, which will increase to 24,977,874 the
aggregate number of shares of Common Stock owned by KLM; and
WHEREAS, upon the terms and subject to the conditions set forth
herein, KLM wishes to sell to NWA Corp., and NWA Corp. wishes to purchase from
KLM, all 24,977,874 of such Shares according to the schedule set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 DEFINED TERMS. Terms not otherwise defined herein shall have the
following meanings:
"AFFILIATE" when used with respect to another Person, means any Person
who is, whether directly or indirectly, through one or more intermediaries,
controlling, controlled by or under common control with such Person.
"AGREEMENT" means this Common Stock Repurchase Agreement, as amended,
supplemented or otherwise modified from time to time in accordance with its
terms.
"ALLIANCE IMPLEMENTATION AGREEMENT" means a definitive agreement with
respect to commercial cooperation that is entered into by KLM and Northwest
Airlines, Inc. at the Initial Closing.
