SUPPLEMENTAL AGREEMENT
This Supplemental Agreement, dated as of November 20, 1998 (this
"Supplemental Agreement"), among Northwest Airlines Corporation (formerly known
as Newbridge Parent Corporation), a Delaware corporation (the "New Guarantor"),
Northwest Airlines Holdings Corporation (formerly known as Northwest Airlines
Corporation), a Delaware corporation (the "Original Guarantor"), Northwest
Airlines, Inc., a Delaware corporation (together with its successors and
assigns, the "Company"), and State Street Bank and Trust Company, a
Massachusetts trust company, as Trustee under the Basic Agreement referred to
below.
WITNESSETH:
WHEREAS, the Company, the Original Guarantor, and the Trustee have
heretofore executed and delivered the Pass Through Trust Agreement, dated as of
June 3,1996 (as amended, supplemented, waived or otherwise modified, the "Basic
Agreement");
WHEREAS, pursuant to the Basic Agreement from time to time the
Original Guarantor, the Company and the Trustee may enter into Trust Supplements
pursuant to which the Trustee shall declare the creation of a separate Trust for
the benefit of the Holders of the series of certificates to be issued in respect
of each such Trust;
WHEREAS, the Original Guarantor has undertaken certain obligations
pursuant to the Basic Agreement;
WHEREAS, as of the date of this Supplemental Agreement, Newbridge
Merger Corporation, a wholly owned subsidiary of the New Guarantor, will merge
with and into the Original Guarantor, with the Original Guarantor as the
surviving corporation, in accordance with Section 251(g) of the General
Corporation Law of the State of Delaware and 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 Original Guarantor, the New
Guarantor and Newbridge Merger Corporation, and thereafter the Original
Guarantor shall be a wholly owned subsidiary of the New Guarantor; and
WHEREAS, pursuant to Section 9.01 of the Basic Agreement, the
Original Guarantor, the Company and the Trustee are authorized to execute and
deliver this Supplemental Agreement to amend the Basic Agreement, without the
consent of any Certificateholders; and
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Original Guarantor, the Company and the Trustee mutually covenant
and agree for the equal and ratable benefit of the Certificateholders as
follows:
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ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Supplemental Agreement,
terms defined in the Basic Agreement or in the preamble or recitals hereto are
used herein as therein defined. The words "herein," "hereof" and "hereby" and
other words of similar import used in this Basic Agreement refer to this Basic
Agreement as a whole and not to any particular section hereof.
ARTICLE II
Modifications
SECTION 2.1 Definitions. Section 1.01 of the Basic Agreement is
hereby amended by adding thereto, in its proper alphabetical order, the
following definition:
"New Guarantor: Northwest Airlines Corporation (formerly known as
Newbridge Parent Corporation) for so long as it shall guarantee the
obligations of the Company under any Lease.
SECTION 2.2 Section 8.04. Section 8.04 of the Basic Agreement is
hereby amended by deleting such Section in its entirety and by substituting, in
lieu thereof, the following:
"Section 8.04. Reports by the Guarantor, New Guarantor and Company.
The Guarantor, the New Guarantor and the Company each shall:
(a) file with the Trustee, within 30 days after the Guarantor, the
New Guarantor or the Company is required to file the same with the SEC,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC may
from time to time by rules and regulations prescribe) which the Guarantor,
the New Guarantor or the Company is required to file with the SEC pursuant
to section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended; or, if the Guarantor, the New Guarantor or the Company is not
required to file information, documents or reports pursuant to either of
such sections, then to file with the Trustee and the SEC, in accordance
with rules and regulations prescribed by the SEC, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to section 13 of the Securities Exchange Act of 1934, as
amended, in respect of a security listed and registered on a national
securities exchange as may be prescribed in such rules and regulations;
(b) file with the Trustee and the SEC, in accordance with the rules
and regulations prescribed by the SEC, such additional information,
documents and reports
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with respect to compliance by the Guarantor, the New Guarantor and the
Company with the conditions and covenants of the Guarantor, the New
Guarantor and the Company provided for in this Agreement, as may be
required by such rules and regulations, including, in the case of annual
reports, if required by such rules and regulations, certificates or
opinions of independent public accountants, conforming to the requirements
of Section 1.02;
(c) transmit to all Certificateholders, in the manner and to the
extent provided in Section 313(c) of the Trust Indenture Act such
summaries of any information, documents and reports required to be filed
by the Guarantor, the New Guarantor and the Company pursuant to
subsections (a) and (b) of this Section 8.04 as may be required by rules
and regulations prescribed by the SEC;
(d) furnish to the Trustee, not less often than annually, a brief
certificate from the principal executive officer, principal financial
officer or principal accounting officer as to his or her knowledge of the
Guarantor's, the New Guarantor's and the Company's compliance with all
conditions and covenants under this Agreement (it being understood that
for purposes of this paragraph (d), such compliance shall be determined
without regard to any period of grace or requirement of notice provided
under this Agreement); and
(e) make available to any Certificateholder upon request, the annual
audited and quarterly unaudited financial statements of the New Guarantor
which are provided to the Trustee."
SECTION 2.3 Section 11.01. Section 11.01 of the Basic Agreement is
hereby amended by adding in the first paragraph thereof, after the word
"Guarantor" the words and punctuation ", the New Guarantor".
ARTICLE III
Miscellaneous
SECTION 3.1 Governing Law; Successors. This Agreement shall be
governed by the laws of the State of New York. This Supplemental Agreement shall
be binding upon the Guarantor, the New Guarantor, the Company and their
respective successors and assigns and shall inure to the benefit of each of the
parties to the Basic Agreement
SECTION 3.2 Severability Clause. In case any provision in this
Supplemental Agreement shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.
SECTION 3.3 Entire Agreement. This Supplemental Agreement is
intended by the parties to be a final expression of their agreement in respect
of the subject matter contained
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herein and, together with the Basic Agreement, supersedes all prior agreements
and understandings between the parties with respect to such subject matter.
SECTION 3.4 Ratification of Basic Agreement; Supplemental Agreement
Part of Basic Agreement. Except as expressly amended hereby, the Basic Agreement
is in all respects ratified and confirmed and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Agreement shall form a part of the Basic Agreement for all purposes, and every
Certificateholder heretofore or hereafter authenticated and delivered shall be
bound hereby. The Trustee makes no representation or warranty as to the validity
or sufficiency of this Supplemental Agreement
SECTION 3.5 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Agreement in counterparts, all of which together
shall constitute one and the same agreement.
SECTION 3.6 Headings. The headings of the Articles and the Sections
in this Supplemental Agreement are for convenience of reference only and shall
not be deemed to alter or affect the meaning or interpretation of any provisions
hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Agreement to be duly executed as of the date first above written.
NORTHWEST AIRLINES CORPORATION
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
Address: 0000 Xxxx Xxx Xxxxxxx
Xxxxx, XX 0000x
NORTHWEST AIRLINES, INC.
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President,
General Counsel and Secretary
NORTHWEST AIRLINES HOLDINGS
CORPORATION
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
STATE STREET BANK AND TRUST
COMPANY as Trustee
By:
/s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
