Exhibit 10.6
STANDSTILL AGREEMENT
STANDSTILL AGREEMENT, dated as of September 29, 1997 (this
"AGREEMENT"), between KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V., a Netherlands
corporation ("KLM"), and NORTHWEST AIRLINES CORPORATION, a Delaware corporation
("NWA CORP.").
W I T N E S S E T H :
WHEREAS, on the date hereof, KLM owns 21,684,099 shares of NWA Corp.'s
Class A Common Stock, par value $.01 per share (the "CLASS A COMMON STOCK", and
together with NWA Corp.'s Class B Common Stock, par value $.01 per share (the
"CLASS B COMMON STOCK"), the "NWA CORP. COMMON STOCK"), and in accordance with
the provisions set forth in the Amendment to the Stockholders' Agreement (as
hereinafter defined) will exercise its right to purchase, pursuant to Section 17
of the Stockholders' Agreement (as hereinafter defined), 3,293,775 additional
shares of Class A Common Stock, which will increase to 24,977,874 the aggregate
number of shares of NWA Corp. Common Stock owned by KLM (referred to as KLM's
"EXISTING STAKE");
WHEREAS, upon the terms and subject to the conditions set forth in the
Common Stock Repurchase Agreement, dated as of September 29, 1997 (the "COMMON
STOCK AGREEMENT"), between KLM and NWA Corp., KLM has agreed to sell to NWA
Corp., and NWA Corp. has agreed to purchase from KLM, all 24,977,874 of such
shares comprising the Existing Stake according to the schedule set forth
therein, which, subject to the terms and conditions contained therein, provides
for the purchase and sale of (i) 6,800,000 shares of NWA Corp. Common Stock on
the Initial Closing Date (as defined in the Common Stock Agreement), (ii)
4,900,000 shares of NWA Corp. Common Stock on or about September 29, 1998, (iii)
3,222,539 shares of NWA Corp. on or about September 29, 1999, and (iv)
10,055,335 shares of NWA Corp. Common Stock on or about September 29, 2000;
WHEREAS, upon the terms and subject to the conditions set forth in the
Alliance Implementation Agreement, dated as of September 29, 1997 (the "ALLIANCE
IMPLEMENTATION AGREEMENT"), between KLM and Northwest Airlines, Inc., a
subsidiary of NWA Corp., KLM and Northwest Airlines, Inc. have agreed on the
terms on which their global alliance will be expanded and extended; and
WHEREAS, KLM and NWA Corp. are entering into this Agreement to
establish certain arrangements with respect to the shares of NWA Corp. Common
Stock owned by KLM following the Initial Closing Date, as well as restrictions
on certain activities in respect of each other's capital stock, corporate
governance and other related corporate matters;
