Exhibit 4.14
This AMENDMENT No. 1 made and entered into the 27th
day of February, 1998, among Northwest Airlines
Corporation ("Parent"), Newbridge Parent
Corporation, a Delaware corporation and 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 II"), and 1992 Air, Inc.,
a Texas corporation ("Transferor III").
WHEREAS, Parent, Holdco Sub, the Partnership, the Partners,
Transferor I, Transferor II and Transferor III are parties to an
Investment Agreement dated as of January 25, 1998 (the "Investment
Agreement"; capitalized terms used and not defined herein have the
meaning assigned to them in the Investment Agreement); and
WHEREAS, the parties hereto desire to amend the Investment
Agreement to adjust the maximum percentage of the consideration to be
paid to the Partners pursuant thereto that may be so paid in shares of
Holdco Sub Class A Common Stock;
NOW, THEREFORE, in consideration of the premises and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
Section 1. Amendments. (a) Schedules 2.2(a) and 2.2(b) to
the Investment Agreement are hereby deleted in their entirety and
replaced with Schedules 2.2(a) and 2.2(b) hereto, respectively.
(b) The reference din Section 2.2(c) of the Investment
Agreement to "40%" is hereby deleted and replaced with a referenced to
"41%."
(c) Immediately following Section 2.2(c) of the Investment
Agreement a new Section 2.2(d) is hereby inserted, as follows:
"(d) it is understood and agreed by the
parties there, subject to clause (c) of this
Section 2.2, 1992 Air GP may elect to receive part
of the consideration for its Allocable Company
Class A Shares in cash and part in shares of Holdco
Sub Class A Common Stock as set forth on Schedules
2.2(a) and 2.2(b), so that 1992 Air GP shall be
both a Cash Electing Partner and a Share Electing
Partner."
Section 2. Approval. This Amendment is made pursuant to
Section 7.8 of the Investment Agreement, which requires the written
consent of each of Parent, Holdco Sub, the Partnership, the Partners,
Transferor I, Transferor II and Transferor III, each of whom hereby
consents to the foregoing amendment.
Section 3. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of New York as
applied in contracts entered into and to be performed in New York
without regard to the application of principles of conflicts of laws.
Section 4. Counterparts. This Amendment may be executed in
two or more counterparts, each of which shall be considered an original
and all of which, taken together, shall constitute the same documents.
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:
Name:
Title:
NEWBRIDGE PARENT CORPORATION
By:
Name:
Title:
AIR PARTNERS, L.P.
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation,
managing partner
By:
Name:
Title:
THE PARTNERS:
GENERAL PARTNERS:
1992 AIR GP, a Texas general partnership
By: 1992 Air, Inc., a Texas corporation,
general partner
By:
Name:
Title:
AIR II GENERAL, INC., a Texas Corporation
By:
Name:
Title:
LIMITED PARTNERS:
XXXXX XXXXXXXXX
BONDERMAN FAMILY LIMITED PARTNERSHIP
ESTATE OF XXXXX XXX XXXXXXXX
By: Xxxxxxx 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:
Name:
Title:
TRANSFERORS:
AIR SAIPAN, INC., a CNMI corporation
By:
Name:
Title:
BONDERMAN FAMILY LIMITED PARTNERSHIP
By:
Name:
Title:
1992 AIR, INC., a Texas corporation
By:
Name:
Title:
