SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of February 25, 1999
(this "Supplemental Indenture"), 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,
as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and
delivered an Indenture, dated as of March 1, 1997 (as amended, supplemented,
waived or otherwise modified, the "Indenture");
WHEREAS, pursuant to the Indenture and resolutions of the Board of
Directors of the Company adopted on September 12, 1996 and March 13, 1997 and
resolutions of the Pricing Committee of the Board of Directors of the Company
adopted on March 13, 1997, the Company has issued an aggregate principal amount
of $150,000,000 of its 8.375% Notes due 2004 and $100,000,000 of its 8.70% Notes
due 2007 (the "2004 and 2007 Notes");
WHEREAS, pursuant to the Indenture and resolutions of the Board of
Directors of the Company adopted on January 28, 1997 and November 20, 1997 and
resolutions of the Pricing Committee of the Board of Directors of the Company,
adopted on February 26, 1998, the Company has issued an aggregate principal
amount of $200,000,000 of its 7-5/8% Notes due 2005 and an aggregate principal
amount of $200,000,000 of its 7-7/8% Notes due 2008 (the "2005 and 2008 Notes");
WHEREAS, the Original Guarantor has guaranteed the 2004 and 2007
Notes and the 2005 and 2008 Notes;
WHEREAS, the New Guarantor, the Original Guarantor, the Company and
the Trustee have heretofore executed and delivered a supplemental indenture,
dated November 20, 1998 (the "First Supplemental Indenture"), pursuant to which
the New Guarantor guaranteed the 2004 and 2007 Notes, the 2005 and 2008 Notes
and all other Securities issued pursuant to the Indenture;
WHEREAS, the Company intends that with respect to the 2004 and 2007
Notes and the 2005 and 2008 Notes the guarantees of the Original Guarantor and
the New Guarantor shall remain in effect; and
WHEREAS, the Company intends that all series of Securities issued
pursuant to the Indenture after the date hereof shall be guaranteed solely by
the New Guarantor; and
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WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee and
the Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Holder of Securities, under
certain circumstances specified therein; 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 holders of the Securities as
follows:
ARTICLE I
Definitions
SECTION 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recitals hereto are used
herein as therein defined, except that the term "Holders" in this Supplemental
Indenture shall refer to the term "Holders" as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
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ARTICLE II
Amendment
SECTION 2.1 Section 1.1 of the Indenture is hereby amended by adding
the following section thereto:
"(c) With respect to all series of Securities issued after February
25, 1999, all references in this Indenture to the Guarantor shall be
references to the New Guarantor."
SECTION 2.2 Section 12 of the Indenture is hereby amended by adding
the following sentence at the end thereof:
"This Section 12 shall not be effective as to any series of
Securities issued after February 25, 1999."
ARTICLE III
Miscellaneous
SECTION 3.1 Governing Law. This Supplemental Indenture shall be
governed by the laws of the State of New York.
SECTION 3.2 Severability Clause. In case any provision in this
Supplemental Indenture 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 Indenture is
intended by the parties to be a final expression of their agreement in respect
of the subject matter contained herein and, together with the Indenture,
supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part
of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every holder of Securities
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 Indenture.
SECTION 3.5 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.
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SECTION 3.6 Headings. The headings of the Articles and the sections
in this Supplemental Indenture 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
Indenture to be duly executed as of the date first above written.
NORTHWEST AIRLINES CORPORATION
(formerly Newbridge Parent Corporation)
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
Address: 0000 Xxxxxxxxx Xxxxx, Xx. Xxxx,
XX 00000-0000
NORTHWEST AIRLINES, INC.
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
NORTHWEST AIRLINES HOLDINGS
CORPORATION
(formerly Northwest Airlines Corporation)
By:
/s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Executive Vice President, General
Counsel and Secretary
STATE STREET BANK AND TRUST
COMPANY
By:
/s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
