EXHIBIT 4(L)
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of January , 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
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.
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 January , 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 January , 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.
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:___________________________________
Name:
Title:
Address:
NORTHWEST AIRLINES, INC.
By:___________________________________
Name:
Title:
NORTHWEST AIRLINES HOLDINGS
CORPORATION
(formerly Northwest Airlines
Corporation)
By:___________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
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