Exhibit 99(m)
Northwest Airlines, Inc.
0000 Xxxx Xxx Xxxxxxx
Xxxxx, XX 00000
CLOSING NOTICE
[__________, 200_]
TO THE ADDRESSEES LISTED ON
SCHEDULE A ATTACHED HERETO
Re: Note Purchase Agreement, dated as of August 5, 2002 among Northwest
Airlines, Inc., State Street Bank and Trust Company of Connecticut
National Association, as Pass Through Trustee under each of the Pass
Through Trust Agreements, Xxxxx Fargo Bank Northwest, National
Association, as Escrow Agent, State Street Bank and Trust Company,
as Subordination Agent, and State Street Bank and Trust Company, as
Paying Agent (the "Note Purchase Agreement").
Dear Sir or Madam:
Pursuant to Section 2(b) of the Note Purchase Agreement, we hereby
notify you that (a) the Scheduled Closing Date for the certain [Airbus
A319-114] [Boeing 757-351] [Airbus A330-323] aircraft bearing (with respect to
the airframe thereof) Federal Aviation Administration Registration No. N_____
and Manufacturer's Serial No. _____, together with the two (2) [CFM
International Inc. CFM56-5A5] [Xxxxx & Xxxxxxx PW2040] [Xxxxx & Xxxxxxx Model
PW4168A] commercial jet engines installed thereon bearing Manufacturer's
Serial Numbers ______ and ______ (the "Aircraft"), is [_______, 200_] and (b)
the Aircraft [is] [is not] a Selected Aircraft [, and the Company shall treat
such Selected Aircraft as [an Owned Aircraft] [a Leased Aircraft]].
Capitalized terms used herein without definition shall have the respective
meanings given to them in the Note Purchase Agreement.
We hereby instruct State Street Bank and Trust Company of
Connecticut, National Association, as Pass Through Trustee under each of the
Pass Through Trusts, to (i) instruct each Escrow Agent to provide a Notice of
Purchase Withdrawal to the Depositary with respect to the Equipment Notes to
be issued in connection with the financing of the Aircraft and (ii) enter into
the Participation Agreement with respect to the Aircraft on or before
[__________] and to perform its obligations thereunder.
[The undersigned hereby certifies that the Owner Participant (A) is
not an Affiliate of the Company and (B) based on the representations of such
Owner Participant, is either (1) a Qualified Owner Participant or (2) any
other person the obligations of which under
-2-
the Owner Participant Documents (as defined in the Participation Agreement)
are guaranteed by a Qualified Owner Participant.]1
--------
1 To be inserted in the case of a Selected Aircraft which the Company has
elected to treat as a Leased Aircraft.
Exhibit D
The aggregate principal amount of each series of Equipment Notes to
be issued, and purchased by the Pass Through Trustees, in connection with the
financing of the Aircraft is as follows:
Interest Rate
Purchasers and Maturity Purchase Price
---------- ------------ --------------
Northwest Airlines Pass Series 2002-1G-1 $___________
Through Trust 2002-1G-1 Certificates due [_______]
Northwest Airlines Pass 6.264% Series 2002-1G-2 $___________
Through Trust 2002-1G-2 Certificates due [______]
Northwest Airlines Pass Series 2002-1C-1 $___________
Through Trust 2002-1C-1 Certificates due [_______]
Northwest Airlines Pass 9.055% Series 2002-1C-2 $___________
Through Trust 2002-1C-2 Certificates due [_______]
Northwest Airlines Pass Series 2002-1D $___________
Through Trust 2002-1D Certificates due[_______]
Exhibit D
NORTHWEST AIRLINES, INC.
By:____________________________________
Name:
Title:
Exhibit D
SCHEDULE A
XXXXX FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
000 Xxxxx Xxxx Xxxxxx
00xx Xxxxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
STATE STREET BANK AND TRUST COMPANY
OF CONNECTICUT, NATIONAL ASSOCIATION
000 Xxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Corporate/Muni Department
STATE STREET BANK AND TRUST COMPANY
0 Xxxxxx xx Xxxxxxxxx
Xxxxxx, XX 00000-1724
Attention: Corporate Trust Department
STANDARD & POOR'S RATING SERVICE
00 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
XXXXX'X INVESTORS SERVICES, INC.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxxxxx
XXXXX RATINGS
Xxx Xxxxx Xxxxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxx
CREDIT SUISSE FIRST BOSTON, NEW YORK BRANCH
Xxxxxx Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxx
