ASSIGNMENT AGREEMENT
THIS Assignment Agreement made and entered into effective as of February
27, 1998 among Northwest Airlines Corporation, a Delaware corporation
("Parent"), Newbridge Parent Corporation, a Delaware corporation and, as of
the date of this Agreement, a wholly owned subsidiary of Parent ("Holdco
Sub"), Air Partners, L.P., a Texas limited partnership (the "Partnership"),
the partners of the Partnership (collectively, the "Partners"), Bonderman
Family Limited Partnership, a Texas limited partnership ("Transferor I"), Air
Saipan, Inc., a CNMI corporation ("Transferor III"), 1992 Air, Inc., a Texas
corporation ("Assignor") and Coulco, Inc., a Texas corporation ("Assignee").
W I T N E S S E T H:
WHEREAS, Parent, Holdco Sub, the Partnership, the Partners, Transferor
I, Assignor and Transferor III are parties to an Investment Agreement dated
as of January 25, 1998 (as amended from time to time, the "Investment
Agreement"):
WHEREAS, Assignor desires to assign to Assignee certain rights under the
Investment Agreement, and the other parties to the Investment Agreement are
willing to consent in writing to such assignment;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the parties hereto agree as follows:
Section 1. ASSIGNMENT. (a) Assignor hereby irrevocably assigns to
Assignee, and relinquishes, all rights, (i) to designate an individual to be
elected or appointed to the Board of Directors of Holdco Sub pursuant to
Section 4.1(b)(i) of the Investment Agreement, and (ii) to designate one
person for election to the Board of Directors of Holdco Sub and to fill any
vacancy resulting from such person's cessation to serve as a director
pursuant to Section 4.1(b)(ii) of the Investment Agreement.
(b) As consideration for such assignment, Assignee agrees (i)
promptly to cause its designee to resign from the Holdco Sub Board of
Directors at the time and under the circumstances described under Section
4.1(b)(iii) of the Investment Agreement, (ii) to comply with Section
4.1(b)(iv) of the Investment Agreement and (iii) to be bound by the provisions
of Section 4.1(b) of the Investment Agreement as though it were Transferor
II (as defined in the Investment Agreement).
(c) Parent and Holdco Sub agree (i) that Xxxxx X. Xxxxxxx and
Xxxxxxx X. Xxxxx have been deemed to be acceptable by the Board of Directors
of Holdco Sub for purposes of Sections 4.1(b)(i) and 4.1(b)(ii) of the
Investment Agreement, (ii) that the person designated from time to time by
Assignee (who shall be reasonably acceptable to the Holdco Sub Board of
Directors) (the "Assignee Designee") shall be the "Transferor II Designee"
for purposes of Section 4.1 of the Investment Agreement and (iii) that for
all purposes of Section 4.1(b) of the Investment Agreement, all references
to "Transferor II" and the "Transferor II Designee" shall mean and refer to
Assignee and the Assignee Designee.
Section 2. ASSUMPTION. Assignee hereby assumes all of Assignor's
obligations under Section 4.1(b) of the Investment Agreement.
Section 3. CONSENT. Pursuant to Section 7.7 of the Investment
Agreement, each of Parent, Holdco Sub, the Partnership, the Partners,
Transferor I, Transferor III and Assignor consent to the assignment effected
by Section 1 hereof.
Section 4. GOVERNING LAW. This Assignment Agreement shall be governed
by and construed in accordance with the laws of the State of New York as
applied to contracts entered into and to be performed in New York without
regard to the application of principles of conflict of laws.
IN WITNESS WHEREOF, the parties have executed, delivered and entered into
this Agreement as of the date and year first written above.
NORTHWEST AIRLINES CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name:
Title:
NEWBRIDGE PARENT CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name:
Title:
AIR PARTNERS, L.P.
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation
managing partner
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
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THE PARTNERS:
GENERAL PARTNERS
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation,
general partner
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
AIR II GENERAL, INC., a Texas corporation
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
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LIMITED PARTNERS
XXXXX XXXXXXXXX
BONDERMAN FAMILY LIMITED
PARTNERSHIP
ESTATE OF XXXXX XXX XXXXXXXX
By: Xxxxxx X. Xxxx, Xx.
Managing Executor
Bank of Saipan, Executor
DHL MANAGEMENT SERVICES, INC.
LECTAIR PARTNERS
By: Planden Corp., G.P.
SUNAMERICA INC. (Formerly Broad, Inc.)
XXX XXXXX
AMERICAN GENERAL CORPORATION
XXXXXX XXXXX
CONAIR LIMITED PARTNERS, L.P.
BONDO AIR LIMITED PARTNERSHIP
By: 1992 Air, Inc.
By: 1992 AIR GP, as attorney-in-
fact for the foregoing
By: 1992 Air, Inc., a Texas
corporation, general
partner
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
AIR SAIPAN, INC., a CNMI corporation
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Agent and Attorney-in-Fact
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BONDERMAN FAMILY LIMITED
PARTNERSHIP
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Agent and Attorney-in-Fact
1992 AIR, INC., a Texas corporation
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
ASSIGNEE:
COULCO, INC., a Texas corporation
By: /s/ Xxxxx X. X'Xxxxx
--------------------------
Name: Xxxxx X. X'Xxxxx
Title: Vice President
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