EXHIBIT D
Exhibit 99(k)
FORM OF
CLOSING NOTICE
Northwest Airlines, Inc.
0000 Xxxxxxxxx Xxxxx
Xx. Xxxx, XX 00000
[DATE]
TO THE ADDRESSEES LISTED ON
SCHEDULE A ATTACHED HERETO
Re: Note Purchase Agreement, dated as of June 1, 2001 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 the Scheduled Closing Date for the certain [Airbus
A319-100] [Boeing 757-300] [Boeing 747-400] aircraft bearing (with respect to
the airframe thereof) Federal Aviation Administration Registration No. _______
and Manufacturer's Serial No. _______, together with the [CFM56 model commercial
jet engines] [PW2040 model commercial jet engines] [PW4056 model commercial jet
engines] installed thereon bearing Manufacturer's Serial Numbers PO _______ and
PO _______ (the "AIRCRAFT"), is ___________, 200__. Please be advised that we
elect to treat the Aircraft as [an Owned] [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 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
[Owned Aircraft Participation Agreement] [Leased Aircraft Participation
Agreement] with respect to the Aircraft on or before ______, 200__ and to
perform its obligations thereunder.
2
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 7.041% Series A-1 Secured $[ ]
Through Trust 2001-1A-1 Certificates due [ ]
Northwest Airlines Pass 6.841% Series A-2 Secured $[ ]
Through Trust 2001-1A-2 Certificates due [ ]
Northwest Airlines Pass 7.691% Series B Secured $[ ]
Through Trust 2001-1B Certificates due [ ]
Northwest Airlines Pass 7.626% Series C Secured $[ ]
Through Trust 2001-1C Certificates due [ ]
3
NORTHWEST AIRLINES, INC.
By:
----------------------------------
Name:
Title:
SCHEDULE A
XXXXX FARGO BANK NORTHWEST,
NATIONAL ASSOCIATION
00 Xxxxx Xxxx Xxxxxx
Xxxx Xxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxx
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 RATINGS SERVICES
00 Xxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxxx
XXXXX'X INVESTORS SERVICES, INC.
00 Xxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
ABN AMRO BANK N.V., CHICAGO BRANCH
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-9135
Attention: Money Market Desk