SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): April 1, 1999
NORTHWEST AIRLINES CORPORATION
(formerly Newbridge Parent Corporation)
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-23642
(Commission File Number)
41-1905580
(IRS Employer Identification No.)
2700 Lone Oak Parkway, Eagan Minnesota 55121
(Address of Principal Executive Offices) (Zip Code)
(612) 726-2111
(Registrants' Telephone Number, Including Area Code)
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Item 7. Exhibits
Filed herewith as exhibits to the Registration Statement on Form S-3
(File No. 333-41579), as amended by Post Effective Amendment No. 1 thereto
(together, the "Registration Statement"), are the underwriting agreement,
officers' certificate of Northwest Airlines, Inc., officers' certificate for
Northwest Airlines Corporation and the form of the note representing the 8.52%
Notes due 2004 relating to the issuance and sale by Northwest Airlines, Inc. of
$200 million aggregate principal amount of its 8.52% Notes due 2004, as fully
and unconditionally guaranteed by Northwest Airlines Corporation, which closed
on April 7, 1999.
In addition, filed herewith as Exhibit 4(c) to the Registration
Statement is the Second Supplemental Indenture dated as of February 25, 1999
among Northwest Airlines Corporation, Northwest Airlines Holdings Corporation
(formerly Northwest Airlines Corporation), Northwest Airlines, Inc. and State
Street Bank and Trust Company, as Trustee supplementing the Indenture dated as
of March 1, 1997, among Northwest Airlines, Inc., Northwest Airlines Corporation
and State Street Bank and Trust Company, as Trustee.
1 Underwriting Agreement dated April 1, 1999 among Northwest Airlines,
Inc., Northwest Airlines Corporation and Credit Suisse First Boston
Corporation
4(a)(1) Officers' Certificate of Northwest Airlines, Inc., dated April 7, 1999.
4(a)(2) Officers' Certificate of Northwest Airlines Corporation, dated April 7,
1999.
4(b) Form of the Note representing the 8.52% Notes due 2004. (The Form of the
Note, included as Exhibit B to Exhibit 4(a)(1) hereto, is hereby
incorporated herein by reference.)
4(c) Second Supplemental Indenture dated as of February 25, 1999 among
Northwest Airlines Corporation, Northwest Airlines Holdings Corporation,
Northwest Airlines, Inc. and State Street Bank and Trust Company, as
Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on their behalf by the
undersigned hereunto duly authorized.
NORTHWEST AIRLINES CORPORATION
By: /s/ Douglas M. Steenland
-------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President,
Counsel and Secretary
Dated: April 19, 1999
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
1 Underwriting Agreement dated April 1, 1999 among Northwest Airlines,
Inc., Northwest Airlines Corporation and Credit Suisse First Boston
Corporation.
4(a)(1) Officers' Certificate of Northwest Airlines, Inc., dated April 7,
1999.
4(a)(2) Officers' Certificate of Northwest Airlines Corporation, dated April
7, 1999.
4(b) Form of the Note representing the 8.52% Notes due 2004. (The Form of
the Note, included as Exhibit B to Exhibit 4(a)(1) hereto, is hereby
incorporated herein by reference.)
4(c) Second Supplemental Indenture dated as of February 25, 1999 among
Northwest Airlines Corporation, Northwest Airlines Holdings
Corporation, Northwest Airlines, Inc. and State Street Bank and Trust
Company, as Trustee.
Exhibit 1
================================================================================
NORTHWEST AIRLINES, INC., ISSUER
NORTHWEST AIRLINES CORPORATION, GUARANTOR
8.52% Notes due 2004
UNDERWRITING AGREEMENT
Dated: April 1, 1999
================================================================================
<PAGE>
NORTHWEST AIRLINES, INC., ISSUER
NORTHWEST AIRLINES CORPORATION, GUARANTOR
8.52% Notes due 2004
UNDERWRITING AGREEMENT
April 1, 1999
Credit Suisse First Boston Corporation
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
Northwest Airlines, Inc., a Minnesota corporation (the "Company"),
proposes to issue and sell to the underwriters named in Schedule I hereto an
aggregate of $200,000,000 principal amount of 8.52% Notes due 2004 (the
"Notes"), with the guarantee (collectively, the "Guarantees") endorsed thereon
of Northwest Airlines Corporation, a Delaware corporation and the ultimate
parent company of the Company (the "Guarantor"). The Notes are to be issued
pursuant to an Indenture dated as of March 1, 1997 (the "Original Indenture")
among the Company, Northwest Airlines Holdings Corporation ("Old NWA Corp"), as
guarantor, and State Street Bank and Trust Company, as trustee (the "Trustee"),
as supplemented by a Supplemental Indenture, dated as of November 20, 1998 among
the Company, as issuer, the Guarantor, Old NWA Corp. and the Trustee (the "First
Supplemental Indenture") and by a Second Supplemental Indenture dated as of
February 25, 1999 (the "Second Supplemental Indenture" and, together with
Original Indenture and the First Supplemental Indenture, the "Indenture") among
the Corporation, the Guarantor, Old NWA Corp. and the Trustee. As used herein,
unless the context otherwise requires, the terms "Underwriter", "you" or "your"
shall mean Credit Suisse First Boston Corporation.
The Guarantor and the Company have filed with the Securities and Exchange
Commission (the "Commission") a shelf registration statement on Form S-3 (File
No. 333-41579) relating to certain classes of securities (such registration
statement, including the exhibits thereto and the documents filed by the
Guarantor with the Commission pursuant to the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission thereunder
(collectively, the "Exchange Act") that are incorporated by reference therein,
as amended at the date hereof, being herein referred to as the "Registration
Statement") and the offering thereof from time to time in accordance with Rule
415 of the Securities Act of 1933, as amended, and the rules and regulations of
the Commission thereunder (collectively, the
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"Securities Act"). The Registration Statement has been declared effective by the
Commission. A prospectus supplement reflecting the terms of the Notes, the terms
of the offering thereof and the other matters set forth therein, as further
specified in Section 5(c) hereof, will be prepared and filed together with the
base prospectus referred to below pursuant to Rule 424 under the Securities Act
(such prospectus supplement, in the form first filed on or after the date hereof
pursuant to Rule 424, being herein referred to as the "Prospectus Supplement"
and any prospectus supplement relating to the Notes filed prior to the filing of
the Prospectus Supplement being herein referred to as a "Preliminary Prospectus
Supplement"). The base prospectus, dated February 27, 1998, included in the
Registration Statement relating to offerings of debt securities generally, as
supplemented by the Prospectus Supplement, and including the documents
incorporated by reference therein, is herein called the "Prospectus", except
that, if such base prospectus is amended or supplemented on or prior to the date
on which the Prospectus Supplement is first filed pursuant to Rule 424, the term
"Prospectus" shall refer to such base prospectus as so amended or supplemented
and as supplemented by the Prospectus Supplement, in either case including the
documents that are incorporated by reference therein. Any reference herein to
the terms "amendment" or "supplement" with respect to the Registration
Statement, the Prospectus, any Preliminary Prospectus Supplement or any
preliminary prospectus shall be deemed to refer to and include any documents
filed with the Commission under the Exchange Act after the date hereof, the date
the Prospectus is filed with the Commission, or the date of such Preliminary
Prospectus Supplement or preliminary prospectus, as the case may be, and
incorporated therein by reference pursuant to Item 12 of Form S-3 under the
Securities Act.
Section 1. Representations and Warranties. The Guarantor and the Company
jointly and severally represent and warrant to, and agree with the Underwriter
that:
(a) The Guarantor and the Company meet the requirements for use of
Form S-3 under the Securities Act; the Registration Statement has become
effective; on the original effective date of the Registration Statement,
on the effective date of the most recent post-effective amendment thereto,
if any, and on the date of the filing by the Guarantor of any annual
report on Form 10-K after the original effective date of the Registration
Statement, the Registration Statement, and any amendments and supplements
thereto complied in all material respects with the requirements of the
Securities Act and the Registration Statement did not contain an untrue
statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not
misleading; on the date hereof and on the Closing Date (as
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3
defined below), neither the Prospectus nor any amendments thereof and
supplements thereto, includes or will include an untrue statement of a
material fact or omits or will omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided, however, that this
representation and warranty shall not apply to any statements or omissions
based upon information relating to the Underwriter furnished in writing to
the Guarantor or the Company by or on behalf of the Underwriter expressly
for use in the Prospectus or to statements or omissions in that part of
the Registration Statement which shall constitute the Statement of
Eligibility of the Trustee under the Trust Indenture Act of 1939, as
amended (the "Trust Indenture Act"), on Form T-1.
(b) The documents incorporated by reference in the Prospectus
pursuant to Item 12 of Form S-3 under the Securities Act, at the time they
were or hereafter are filed with the Commission, complied and will comply
in all material respects with the requirements of the Exchange Act.
(c) Ernst & Young LLP, who have reported upon the audited
consolidated financial statements and the financial statement schedules,
if any, included or incorporated by reference in the Registration
Statement, are independent public accountants within the meaning of the
Securities Act.
(d) This Agreement has been duly authorized, executed and delivered
by each of the Company and the Guarantor.
(e) The Company does not have any "significant subsidiaries" as
defined in Regulation S-X, and the Guarantor does not have any significant
subsidiaries (other than the Company).
(f) The consolidated financial statements included or incorporated
by reference in the Registration Statement present fairly the consolidated
financial position of the Guarantor and its consolidated subsidiaries as
of the dates indicated and the consolidated results of operations and cash
flows or changes in financial position of the Guarantor and its
consolidated subsidiaries for the periods specified. Except as stated
therein, such financial statements have been prepared in conformity with
generally accepted accounting principles applied on a consistent basis
throughout the periods involved. The financial statement schedules, if
any, included or incorporated by reference in the Registration Statement
present fairly the information required to be stated therein. The summary
consolidated financial data included in the Prospectus present fairly the
information shown therein and have been compiled on a basis
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4
consistent with that of the audited consolidated financial statements
included or incorporated by reference in the Registration Statement.
(g) Each of the Company and the Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of the
State of Minnesota and Delaware, respectively, with corporate power and
authority under such laws to own, lease and operate its properties and
conduct its business as described in the Prospectus and to perform its
obligations under this Agreement; and each of the Guarantor and the
Company is duly qualified to transact business as a foreign corporation
and is in good standing in each other jurisdiction in which it owns or
leases property of a nature, or transacts business of a type, that would
make such qualification necessary, except to the extent that the failure
to so qualify or be in good standing would not have a material adverse
effect on the condition (financial or other), earnings, business or
prospects of the Guarantor and its consolidated subsidiaries, considered
as one enterprise (a "Material Adverse Effect").
(h) The Company is a "citizen of the United States" (as defined in
Section 40102(a)(15) of Title 49 of the United States Code) and is an air
carrier operating under a certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49, United States Code,
for aircraft capable of carrying 10 or more individuals or 6,000 pounds or
more of cargo. There is in force with respect to the Company an air
carrier operating certificate issued pursuant to Part 121 of the
regulations under the sections of Title 49, United States Code, relating
to aviation (the "Federal Aviation Act"). All of the outstanding shares of
capital stock of the Company have been duly authorized and validly issued
and are fully paid and non-assessable and are owned by the Guarantor,
indirectly through Old NWA Corp. and NWA Inc., each a Delaware
corporation, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.
(i) The Indenture, each supplement thereto, if any, to the date
hereof and the supplement thereto or board resolution setting forth the
terms of the Notes in Officers' Certificates (as defined in the Indenture)
(the Indenture, as so supplemented by such supplement or supplements and
board resolution, being herein referred to as the "Designated Indenture")
will be substantially in the form heretofore delivered to you and, when
duly executed and delivered by the Company, the Guarantor and the Trustee,
will constitute a valid and binding obligation of the Company and the
Guarantor, enforceable against the Company and the Guarantor in accordance
with its terms, except as
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5
may be subject to (A) bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and other similar laws relating to or affecting
creditors' rights generally, (B) general principles of equity (regardless
of whether enforcement is considered in a proceeding in equity or at law)
and (C) an implied covenant of good faith and fair dealing. The Designated
Indenture conforms in all material respects to the description thereof in
the Prospectus, and the Original Indenture as executed is substantially in
the form filed as an exhibit to the Registration Statement and has been
duly qualified under the Trust Indenture Act.
(j) When executed, authenticated, issued and delivered in the manner
provided for in the Designated Indenture and sold and paid for as provided
in this Agreement, the Notes and the related Guarantees will constitute
valid and binding obligations of the Company or the Guarantor, as the case
may be, entitled to the benefits of the Designated Indenture and
enforceable against the Company or the Guarantor, as the case may be, in
accordance with their terms, except as may be subject to (A) bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors' rights generally, (B)
general principles of equity (regardless of whether enforcement is
considered in a proceeding in equity or at law) and (C) an implied
covenant of good faith and fair dealing. Each of the Notes and the related
Guarantees conforms in all material respects to the descriptions thereof
in the Prospectus.
(k) Since the respective dates as of which information is given in
the Prospectus, except as otherwise stated therein or contemplated
thereby, there has not been any material adverse change in the condition
(financial or otherwise), earnings, business or prospects of the Guarantor
and its consolidated subsidiaries, considered as one enterprise, whether
or not arising in the ordinary course of business.
(l) Neither the Company nor the Guarantor is in default in the
performance or observance of any obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or instrument to which it is a party or by
which it may be bound or to which any of its properties may be subject,
except for such defaults that would not have a Material Adverse Effect.
The execution and delivery by the Company and the Guarantor of this
Agreement and the Designated Indenture, the issuance and delivery of the
Notes and the related Guarantees and the consummation by the Company and
the Guarantor of the transactions contemplated by this Agreement and the
Prospectus, and compliance by the
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6
Company and the Guarantor with the terms of this Agreement have been duly
authorized by all necessary corporate action on the part of the Company
and the Guarantor and do not and will not result in any violation of the
charter or by-laws of the Company or the Guarantor, and do not and will
not result in a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or the
Guarantor under (A) any contract, indenture, mortgage, loan agreement,
note, lease or other agreement or other instrument to which the Company or
the Guarantor is a party or by which either may be bound or to which any
of its properties may be subject and which is included or incorporated by
reference as an exhibit to any document incorporated by reference in the
Prospectus or included as an exhibit to the Registration Statement, except
for such breaches, defaults, liens, charges or encumbrances that would not
have a Material Adverse Effect or (B) any existing applicable law, rule,
regulation, judgment, order or decree of any government, governmental
instrumentality or court, domestic or foreign, having jurisdiction over
the Company or the Guarantor or any of their respective properties (other
than the securities or Blue Sky or similar laws of the various states and
of foreign jurisdictions), except for such breaches, defaults, liens,
charges or encumbrances that would not have a Material Adverse Effect.
(m) No authorization, approval, consent, order or license of or
filing with or notice to any government, governmental instrumentality or
court, domestic or foreign, is required for the valid authorization,
issuance, sale and delivery of the Notes and the related Guarantees, the
valid authorization, execution, delivery and performance by the Guarantor
and/or the Company of this Agreement or the consummation of the
transactions contemplated by this Agreement, except such as are required
under the Securities Act, the Trust Indenture Act and the securities or
Blue Sky or similar laws of the various states and of foreign
jurisdictions.
(n) Except as disclosed in the Prospectus, there is no action, suit
or proceeding before or by any government, governmental instrumentality or
court, domestic or foreign, now pending or, to the knowledge of the
Company or the Guarantor, threatened against the Company or the Guarantor
that is required to be disclosed in the Prospectus or that could
reasonably be expected to have a Material Adverse Effect or that could
reasonably be expected to materially and adversely affect the consummation
of the transactions contemplated by this Agreement; the aggregate of all
pending legal or governmental proceedings that are not described in
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7
the Prospectus to which the Company or the Guarantor is a party or which
affect any of their respective properties, including ordinary routine
litigation incidental to their business, would not reasonably be expected
to have a Material Adverse Effect.
(o) There are no contracts or documents of a character required to
be described in the Registration Statement or the Prospectus or to be
filed as exhibits to the Registration Statement that are not described and
filed as required.
(p) The Company and the Guarantor each possess all adequate
certificates, authorizations and permits issued by appropriate
governmental agencies or bodies which are necessary to conduct, in all
material respects, the business now operated by them and have not received
any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit that, if determined
adversely to the Company or the Guarantor, would have, singly or in the
aggregate, a Material Adverse Effect.
(q) Except as disclosed in the Prospectus, no labor dispute with the
employees of the Company or the Guarantor exists or, to the knowledge of
the Company and the Guarantor, is imminent, in either case, which might
reasonably be expected to have a Material Adverse Effect.
(r) Neither the Company nor the Guarantor is, and after giving
effect to the application of the proceeds of the sale of the Notes as
described in the Prospectus, neither the Company nor the Guarantor will be
required to register as, an "investment company" under the Investment
Company Act of 1940, as amended (the "Investment Company Act").
(s) The Company and the Guarantor have not taken and will not take,
directly or indirectly, any action prohibited by Regulation M under the
Exchange Act, to the extent applicable, in connection with the offering of
the Notes and the related Guarantees.
(t) The information regarding year 2000 compliance and the Euro
conversion included or incorporated by reference in the Registration
Statement and the Prospectus complies in all material respects with the
requirements of the Securities Act (including Staff Legal Bulletin No. 6,
SEC Release No. 33-7558 (July 29, 1998) and SEC Release No. 33-7609
(November 9, 1998)).
Any certificate signed by a duly authorized officer of the Company or the
Guarantor and delivered to the Underwriter or to
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8
counsel for the Underwriter in connection with the offering of the Notes and the
related Guarantees shall be deemed a representation and warranty by the Company
or the Guarantor, as the case may be, to the Underwriter as to the matters
covered thereby.
Section 2. Purchase and Sale. Subject to the terms and conditions set
forth herein and in reliance upon the representations and warranties herein
contained, each of the Company and the Guarantor agree to sell to the
Underwriter, and the Underwriter agrees to purchase from the Company
$200,000,000 aggregate principal amount of Notes, at a purchase price of 98.587%
of the principal amount thereof (plus accrued interest, if any, from April 7,
1999).
Section 3. Delivery of and Payment for the Notes. (a) Delivery of and
payment for the Notes shall be made at the offices of Shearman & Sterling, 599
Lexington Avenue, New York, New York 10022 at 10:00 A.M. on April 7, 1999 or on
such other date, time and place as may be agreed upon by the Company, the
Guarantor and you (such date and time of delivery and payment for the Notes
being herein called the "Closing Date"). Delivery of the Notes shall be made to
your account at The Depository Trust Company against payment by you to or upon
the order of the Company of the purchase price by wire transfer of immediately
available funds to the Company's account at Norwest Bank (National Association)
or as otherwise instructed in writing by the Company. Upon delivery, the Notes
shall be in fully registered form in such denominations and registered in such
names, or otherwise, as you shall have requested in writing at least two full
business days in advance of the Closing Date. The Company and the Guarantor
shall not be obligated to deliver any of the Notes except upon payment for all
the Notes to be purchased as provided herein.
(b) The Company agrees to have one or more global certificates
representing the Notes available for inspection and checking by you in New York,
New York not later than one full business day prior to the Closing Date.
Section 4. Conditions of Underwriter's Obligation. The obligation of the
Underwriter to purchase and pay for the Notes pursuant to this Agreement are
subject to the following conditions:
(a) On the Closing Date, no stop order suspending the effectiveness
of the Registration Statement shall have been issued under the Securities
Act and no proceedings therefor shall have been instituted or threatened
by the Commission.
(b) On the Closing Date, you shall have received an opinion of
Simpson Thacher & Bartlett, as counsel for the
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9
Company and the Guarantor, dated the Closing Date and in form and
substance reasonably satisfactory to you and counsel for the Underwriter,
substantially to the effect set forth in Exhibit A hereto.
(c) On the Closing Date, you shall have received an opinion of the
General Counsel of the Company and the Guarantor, dated the Closing Date
and in form and substance reasonably satisfactory to you and counsel for
the Underwriter, substantially to the effect set forth in Exhibit B
hereto.
(d) On the Closing Date, you shall have received an opinion of
Shearman & Sterling, as counsel for the Underwriter, dated the Closing
Date, with respect to the issuance and sale of the Notes and the related
Guarantees, the Registration Statement, the Prospectus and other related
matters as the Underwriter may reasonably require.
(e) On the Closing Date, (i) (A) the Registration Statement, as it
may then be amended or supplemented, shall not contain an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (B)
the Prospectus, as it may then be amended or supplemented, shall not
contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were
made, (C) the Company and the Guarantor shall have complied with all
agreements and satisfied all conditions on their respective parts to be
performed or satisfied at or prior to the Closing Date, and (D) the other
representations and warranties of the Company and the Guarantor set forth
in Section 1(a) shall be accurate in all material respects as though
expressly made at and as of the Closing Date (except to the extent that
such representations and warranties refer to an earlier or later date, in
which case they shall be accurate in all material respects as of such
dates) and (ii) subsequent to the execution and delivery of this
Agreement, there shall not have been any material adverse change in the
condition (financial or other), earnings, business or prospects of the
Guarantor and its consolidated subsidiaries, considered as one enterprise,
whether or not arising in the ordinary course of business, that in your
judgment, is so material and adverse that it makes it impracticable or
inadvisable to proceed with the public offering or sale of and payment for
the Notes. At the Closing Date, you shall have received a certificate of
the President or a Senior or Executive Vice President, and other senior
officers of the Company and the Guarantor approved by you, dated as of the
Closing Date, to such effect.
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(f) On each of the date hereof and the Closing Date, you shall have
received a letter, dated the date hereof or the Closing Date, as the case
may be, in form and substance satisfactory to you and counsel to the
Underwriter, from Ernst & Young LLP, the Company's independent public
accountants, containing statements and information of the type ordinarily
included in accountants' "comfort letters" to underwriters with respect to
the financial statements and certain other financial or statistical data
and certain financial information contained in or incorporated by
reference into the Registration Statement and the Prospectus.
(g) Subsequent to the execution and delivery of this Agreement and
prior to the Closing Date, there shall not have been any downgrading nor
any notice given to the Company or the Guarantor or any public notice
given, in either case by a rating agency described below, of any intended
or potential downgrading or of a possible change that does not indicate
the direction of the possible change, in the rating accorded any of the
Company's or the Guarantor's securities, including the Notes and the
related Guarantees, by any "nationally recognized statistical rating
organization", as such term is defined for purposes of Rule 436(g)(2)
under the Securities Act.
(h) The Company and the Guarantor shall have furnished to you and to
counsel for the Underwriter, in form and substance satisfactory to you and
to them, such other documents, certificates and opinions as such counsel
may reasonably request in order to pass upon the matters referred to in
Section 4(d) and in order to evidence the accuracy and completeness of any
of the representations, warranties or statements, the performance of any
covenant by the Company or the Guarantor theretofore to be performed, or
the compliance with any of the conditions herein contained.
If any of the conditions specified in this Section 4 shall not have been
fulfilled when and as required by this Agreement to be fulfilled, this Agreement
may be terminated by you on notice to the Company and the Guarantor at any time
prior to the Closing Date and such termination shall be without liability of any
party to any other party, except as provided in Section 6. Notwithstanding any
such termination, the provisions of Section 7 shall remain in effect.
Section 5. Certain Covenants of the Company and the Guarantor. The
Company and the Guarantor covenant with the Underwriter as follows:
(a) To furnish to you, without charge, as soon as practicable on the
business day next succeeding the date of
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this Agreement and during the period mentioned in paragraph (e) below, as
many copies of the Prospectus, and any supplements or amendments thereto,
as you may reasonably request.
(b) To furnish to you as many conformed copies of the Registration
Statement (as originally filed) and of all amendments thereto, whether
filed before or after such Registration Statement became effective, as
many copies of all exhibits and documents filed therewith or incorporated
by reference therein (through the end of the period mentioned in paragraph
(e) below) and one signed and as many conformed copies of all consents and
certificates of experts as you may reasonably request and, if requested by
you, to furnish to you one conformed copy of the Registration Statement
(as originally filed) and of each amendment thereto (including documents
incorporated by reference into the Prospectus but without exhibits).
(c) Promptly following the execution of this Agreement, to prepare a
Prospectus Supplement that complies with the Securities Act and that sets
forth the principal amount of the Notes and their terms not otherwise
specified in the Preliminary Prospectus Supplement, if any, or the base
prospectus included in the Registration Statement, the name of the
Underwriter participating in the offering and the principal amount of the
Notes that it has agreed to purchase, the price at which the Notes are to
be purchased by the Underwriter from the Company, any initial public
offering price, any selling concession and reallowance and any delayed
delivery arrangements, and such other information as you, the Company and
the Guarantor deem appropriate in connection with the offering of the
Notes. The Company and the Guarantor will timely transmit copies of the
Prospectus Supplement to the Commission for filing pursuant to Rule 424
under the Securities Act.
(d) Before amending or supplementing the Registration Statement or
the Prospectus, to furnish the Underwriter with a copy of each such
proposed amendment or supplement, and to file no such proposed amendment
or supplement to which you reasonably object by notice to the Company
after a reasonable period of review; provided that the foregoing shall not
prevent the Guarantor from filing reports required to be filed by it
pursuant to the Exchange Act, and provided further that the Guarantor
shall have provided you with a copy of any such report prior to its filing
with the Commission.
(e) If, during such period after the first date of the public
offering of the Notes when the Prospectus is required by law to be
delivered in connection with sales of the Notes
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by an Underwriter or dealer any event shall occur as a result of which it
is necessary, in the reasonable opinion of counsel for the Underwriter or
counsel for the Company and the Guarantor, to amend the Registration
Statement or amend or supplement the Prospectus in order to make the
statements therein, in the light of the circumstances when the Prospectus
is delivered to a purchaser, not misleading, or if it is necessary, in the
reasonable opinion of either such counsel, to amend the Registration
Statement or amend or supplement the Prospectus to comply with law,
forthwith to prepare and furnish, at its own expense, to the Underwriter
and to the dealers (whose names and addresses you will furnish to the
Company) to which the Notes may have been sold by you and to any other
dealers upon request, either amendments or supplements to the Prospectus
so that the statements in the Prospectus as so amended or supplemented
will not, in the light of the circumstances when the Prospectus is
delivered to a purchaser, be misleading or so that the Registration
Statement or the Prospectus, as so amended or supplemented, will comply
with law and to cause such amendments or supplements to be filed promptly
with the Commission. Neither your consent to, nor the Underwriter's
delivery of, any such amendment or supplement shall constitute a waiver of
any of the conditions set forth in Section 4.
(f) During the period mentioned in paragraph (e) above, to notify
you immediately, (i) of the effectiveness of any amendment to the
Registration Statement, (ii) of the transmittal to the Commission for
filing of any supplement to the Prospectus or any document that would as a
result thereof be incorporated by reference in the Prospectus, (iii) of
the receipt of any comments from the Commission with respect to the
Registration Statement, the Prospectus or the Prospectus Supplement, (iv)
of any request by the Commission for any amendment to the Registration
Statement or any supplement to the Prospectus or for additional
information relating thereto or to any document incorporated by reference
in the Prospectus and (v) of the issuance by the Commission of any stop
order suspending the effectiveness of the Registration Statement, of the
suspension of the qualification of the Notes for offering or sale in any
jurisdiction, or of the institution or threatening of any proceeding for
any of such purposes; and to use every reasonable effort to prevent the
issuance of any such stop order or of any order suspending such
qualification and, if any such order is issued, to obtain the lifting
thereof at the earliest possible moment.
(g) To use their respective reasonable efforts, in cooperation with
the Underwriter, to qualify the Notes and related Guarantees for offer and
sale under the securities
<PAGE>
13
laws of such states and other jurisdictions as you may reasonably request
and to maintain such qualifications in effect for so long as required for
the distribution of such Notes and related Guarantees; provided, however,
that neither the Company nor the Guarantor shall be obligated to file any
general consent to service of process or to qualify as a foreign
corporation or as a dealer in securities in any jurisdiction in which it
is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject. The
Company and the Guarantor will use their reasonable efforts to file such
statement and reports as may be required by the laws of each jurisdiction
in which the Notes and the related Guarantees have been qualified as above
provided. The Company and the Guarantor will also supply you with such
information as is necessary for the determination of legality of the Notes
and the related Guarantees for investment under the laws of such
jurisdictions as you may reasonably request.
(h) To make generally available to the Guarantor's security holders
as soon as practicable, but not later than 45 days after the close of the
period covered thereby, an earnings statement of the Guarantor (in form
complying with the provisions of Rule 158 of the Securities Act), covering
(i) a period of 12 months beginning after the effective date of the
Registration Statement and any post-effective amendment thereof but not
later than the first day of the Guarantor's fiscal quarter next following
such effective date and (ii) a period of 12 months beginning after the
date of this Agreement but not later than the first day of the Guarantor's
fiscal quarter next following the date of this Agreement.
(i) For a period of two years after the Closing Date, to make
available upon request to the Underwriter, copies of all annual reports,
quarterly reports and current reports filed with the Commission on Forms
10-K, 10-Q and 8-K, or such other similar forms as may be designated by
the Commission, and such other documents, reports and information as shall
be furnished by the Company or the Guarantor to the holders of Notes and
the related Guarantees or to their security holders generally provided
that at such time the Guarantor is required to furnish such reports under
the Exchange Act.
(j) Between the date of this Agreement and the Closing Date, not to
offer, sell, or enter into any agreement to sell, directly or indirectly,
any debt securities issued or guaranteed by the Company or the Guarantor
with a maturity of more than one year in any offering (other than the
Notes), without your prior written consent.
<PAGE>
14
(k) To use the proceeds from the sale of the Notes in the manner
described in the Prospectus Supplement under the caption "Use of
Proceeds".
(l) During the period when a prospectus relating to the Notes is
required to be delivered under Section 5(c) of the Securities Act, to file
promptly all documents required to be filed with the Commission pursuant
to Section 13, 14 or 15(d) of the Exchange Act.
(m) Until the completion of the resale of the Notes by the
Underwriter, none of the Company, the Guarantor or any of their affiliated
purchasers (as defined in Rule 100 under the Exchange Act), either alone
or with one or more other persons, will bid for or purchase, for any
account in which it or any of its affiliated purchasers has a beneficial
interest, any Notes, or attempt to induce any person to purchase any
Notes; and neither they nor any of their affiliated purchasers will make
bids or purchases for the purpose of creating actual, or apparent, active
trading in the Notes or of raising the price of the Notes.
(n) To comply to the best of their abilities with the Securities
Act, the Exchange Act and the Trust Indenture Act so as to permit the
completion of the distribution of the Notes as contemplated in this
Agreement and in the Prospectus.
Section 6. Payment of Expenses. The Company and the Guarantor will pay or
cause to be paid all costs and expenses incident to the performance of their
obligations under this Agreement, including, without limitation, (a) the
preparation, printing and filing of the Registration Statement (including
financial statements and exhibits), as originally filed and as amended, any
Preliminary Prospectus Supplement and the Prospectus and any amendments or
supplements thereto, and the cost of furnishing copies thereof to the
Underwriter, (b) the printing or processing and distribution of this Agreement,
the Notes, the Blue Sky Survey and any Legal Investment Survey, (c) the delivery
of the Notes, (d) the fees and disbursements of counsel and accountants for the
Guarantor and the Company, (e) the qualification of the Notes with the National
Association of Securities Dealers, Inc. (the "NASD") and under the applicable
securities laws in accordance with Section 5(g), including filing fees and
reasonable fees and disbursements of counsel for the Underwriter in connection
therewith and in connection with the Blue Sky Survey, (f) any fees charged by
rating agencies for rating the Notes (including annual surveillance fees related
to the Notes as long as they are outstanding) and (g) the fees and expenses of
the Trustee, including the reasonable fees and disbursements of counsel for the
Trustee, in connection with the Notes.
<PAGE>
15
If this Agreement is terminated by the Underwriter in accordance with the
provisions of Section 4 or 8, the Company and the Guarantor, jointly and
severally, agree to reimburse the Underwriter for all its reasonable
out-of-pocket expenses, including the fees and disbursements of counsel for the
Underwriter.
Section 7. Indemnification and Contribution. (a) The Company and the
Guarantor, jointly and severally, agree to indemnify and hold harmless the
Underwriter and each person, if any, who controls the Underwriter within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange
Act from and against any and all losses, claims, damages and liabilities
(including, without limitation, any legal or other expenses reasonably incurred
by the Underwriter or any such controlling person in connection with defending
or investigating any such action or claim) caused by any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement or any amendment thereof, any Preliminary Prospectus Supplement or the
Prospectus (as amended or supplemented if the Company or the Guarantor shall
have furnished any amendments or supplements thereto), or caused by any omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, except
insofar as such losses, claims, damages or liabilities are caused by any such
untrue statement or omission or alleged untrue statement or omission based upon
information relating to the Underwriter furnished in writing to the Guarantor or
the Company by or on behalf of the Underwriter expressly for use therein;
provided that such indemnity with respect to the Prospectus shall not inure to
the benefit of the Underwriter (or any person controlling the Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Notes which are the subject thereof if such person was not sent a copy of
the Prospectus at or prior to the confirmation of the sale of such Notes to such
person in any case where such delivery is required by the Securities Act and the
untrue statement or omission of a material fact contained in such Preliminary
Prospectus Supplement was corrected in such subsequent Prospectus, unless such
failure to deliver the Prospectus was a result of noncompliance by the Company
and the Guarantor with their delivery requirements set forth in Section 5
hereof.
(b) The Underwriter agrees to indemnify and hold harmless the Company and
the Guarantor, each of their directors, each of their officers who signed the
Registration Statement and each person, if any, who controls the Company or the
Guarantor within the meaning of either Section 15 of the Securities Act or
Section 20 of the Exchange Act to the same extent as the foregoing indemnity
from the Company and the Guarantor to the Underwriter, but only with reference
to information relating to the Underwriter furnished in writing to the Guarantor
or the Company
<PAGE>
16
by or on behalf of the Underwriter expressly for use in the Registration
Statement, any Preliminary Prospectus Supplement, the Prospectus or any
amendments or supplements thereto.
(c) In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either of the two preceding paragraphs, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing. An indemnifying
party may participate at its own expense in the defense of such action. If it so
elects within a reasonable time after receipt of such notice, an indemnifying
party, jointly with any other indemnifying parties receiving such notice, may,
except as provided in the immediately following sentence, assume the defense of
such action, with counsel reasonably satisfactory to the indemnified party to
represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the fees and disbursements of such
counsel related to such proceeding. In any such proceeding, any indemnified
party shall have the right to retain its own counsel, but the fees and expenses
of such counsel shall be at the expense of such indemnified party unless (i) the
indemnifying party and the indemnified party shall have mutually agreed to the
retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the indemnifying party and the
indemnified party and representation of both parties by the same counsel would
be inappropriate due to actual or potential differing interests between them. It
is understood that the indemnifying party shall not, in respect of the legal
expenses of any indemnified party in connection with any proceeding or related
proceedings in the same jurisdiction, be liable for the fees and expenses of
more than one separate firm (in addition to any local counsel) for all such
indemnified parties and that all such fees and expenses shall be reimbursed as
they are incurred. Such firm shall be designated in writing by Credit Suisse
First Boston Corporation, in the case of parties indemnified pursuant to
paragraph (a) above, and by the Company or the Guarantor, in the case of parties
indemnified pursuant to paragraph (b). The indemnifying party shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
from and against any loss or liability by reason of such settlement or judgment.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified
<PAGE>
17
party from all liability on claims that are the subject matter of such
proceeding.
(d) If the indemnification provided for in paragraphs (a) and (b) of this
Section 7 is unavailable to an indemnified party or insufficient in respect of
any losses, claims, damages or liabilities referred to therein, then each
indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by
such indemnified party as a result of such losses, claims, damages or
liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantor on the one hand and the
Underwriter on the other hand from the offering of the Notes or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Company and
the Guarantor on the one hand and of the Underwriter on the other hand in
connection with the statements or omissions that resulted in such losses,
claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative benefits received by the Company and the Guarantor
on the one hand and the Underwriter on the other hand in connection with the
offering of the Notes shall be deemed to be in the same respective proportions
as the net proceeds from the offering of the Notes (before deducting expenses)
received by the Company and the total underwriting discounts and commissions
received by the Underwriter, in each case as set forth on the cover of the
Prospectus, bear to the aggregate public offering price of the Notes. The
relative fault of the Company and the Guarantor on the one hand and of the
Underwriter on the other hand shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the Company or the Guarantor or by the Underwriter and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
(e) The Company, the Guarantor and the Underwriter agree that it would not
be just or equitable if contribution pursuant to this Section 7 were determined
by pro rata allocation or by any other method of allocation that does not take
account of the equitable considerations referred to in paragraph (d) above. The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in paragraph (d) above shall be
deemed to include, subject to the limitations set forth above, any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 7, the Underwriter shall not be required to
contribute any amount in excess of the amount by
<PAGE>
18
which the total price at which the Notes underwritten by it and distributed to
the public were offered to the public exceeds the amount of any damages that the
Underwriter has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission. No person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. The remedies provided for in this
Section 7 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity.
(f) The indemnity and contribution provisions contained in this Section 7
and the representations and warranties of the Company or the Guarantor contained
in this Agreement shall remain operative and in full force and effect regardless
of (i) any termination of this Agreement, (ii) any investigation made by or on
behalf of the Underwriter or any person controlling the Underwriter or by or on
behalf of the Guarantor or Company, its officers or directors or any person
controlling the Guarantor or the Company and (iii) acceptance of and payment for
any of the Notes.
Section 8. Termination of Agreement. (a)(i) This Agreement shall be
subject to termination in your absolute discretion, by notice given to the
Company, if after the execution and delivery of this Agreement and prior to the
Closing Date (A) trading generally shall have been suspended or materially
limited on the New York Stock Exchange or the Nasdaq National Market, (B)
trading of any securities of the Guarantor or the Company shall have been
suspended on any exchange or in any over-the-counter market, (C) a general
moratorium on commercial banking activities in New York shall have been declared
by either Federal or New York State authorities, or (D) there shall have
occurred any outbreak or escalation of hostilities involving the United States
or any calamity or crisis and (ii) in the case of any of the events specified in
clauses (i) (A) through (D), such event singly or together with any other such
event makes it, in your reasonable judgment, impracticable to market the Notes
and the related Guarantees on the terms and in the manner contemplated in the
Prospectus or inadvisable to enforce contracts for the sale of the Notes and the
related Guarantees.
(b) If this Agreement is terminated pursuant to this Section, such
termination shall be without liability of any party to any other party, except
to the extent provided in Section 6. Notwithstanding any such termination, the
provisions of Section 7 shall remain in effect. If this Agreement shall be
terminated by the Underwriter because of any failure or refusal on the part of
the Guarantor or the Company to comply with the terms or to fulfill any of the
conditions of this Agreement, or if for any
<PAGE>
19
reason the Guarantor or the Company shall be unable to perform its obligations
under this Agreement, the Company will reimburse the Underwriter for all
out-of-pocket expenses (including the reasonable fees and disbursements of its
counsel) reasonably incurred by the Underwriter in connection with this
Agreement or the offering contemplated hereunder.
(c) This Agreement may also terminate pursuant to the provisions of
Section 4, with the effect stated in such Section.
Section 9. Counterparts. This Agreement may be signed in two or more
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
Section 10. Governing Law and Time. This Agreement shall be governed by
and construed in accordance with the internal laws of the State of New York.
Specified times of the day refer to New York City time.
Section 11. Notices. All notices and other communications hereunder shall
be in writing and shall be deemed to have been duly given if delivered, mailed,
or transmitted by any standard form of telecommunication, including telex or
facsimile transmission. Notices to the Underwriter shall be directed to Credit
Suisse First Boston Corporation, Eleven Madison Avenue, New York, New York
10010-3629, Telephone No.: 212-325-2107, Facsimile No.: 212-325-8278, Attention:
Investment Banking Department -- Transactions Advisory Group. Notices to the
Company shall be directed to it by mail at Northwest Airlines, Inc., 5101
Northwest Drive, St. Paul, Minnesota 55111, with a copy to Northwest Airlines
Corporation at the same address, attention of Executive Vice President and Chief
Financial Officer, or by delivery to the Company and the Guarantor at 2700 Lone
Oak Parkway, Eagan, Minnesota 55121, attention of Executive Vice President and
Chief Financial Officer.
Section 12. Parties. This Agreement is made solely for the benefit of the
Underwriter, the Company, the Guarantor and, to the extent expressed, any person
controlling the Company, the Guarantor or the Underwriter within the meaning of
Section 15 of the Securities Act, and their respective executors,
administrators, successors and assigns and no other person shall acquire or have
any right under or by virtue of this Agreement. The term "successors and
assigns" shall not include any purchaser, as such purchaser, from the
Underwriter of the Notes.
Section 13. Headings. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us a counterpart hereof, whereupon this
instrument will become a binding agreement among the Company, the Guarantor and
the Underwriter in accordance with its terms.
Very truly yours,
NORTHWEST AIRLINES, INC.
By: /s/ Mickey P. Foret
-------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President and
Chief Financial Officer
NORTHWEST AIRLINES
CORPORATION
By: /s/ Mickey P. Foret
-------------------------------------
Name: Mickey P. Foret
Title: Executive Vice
President and Chief
Financial Officer
Accepted as of the date first above written:
By: CREDIT SUISSE FIRST BOSTON CORPORATION
By: /s/ Robert Dana
---------------------------------
Name: Robert Dana
Title: Director
<PAGE>
Exibit A to Exhibit 1
Form of Opinion of
Simpson Thacher & Bartlett
(i) The Guarantor has been duly incorporated and is validly existing
and in good standing as a corporation under the laws of the State of
Delaware and has full corporate power and authority to conduct its
business as described in the Registration Statement and Prospectus.
(ii) Each of the Original Indenture, the First Supplemental
Indenture and the Second Supplemental Indenture has been duly authorized,
executed and delivered by the Guarantor, and the Original Indenture has
been duly qualified under the Trust Indenture Act; and, assuming that the
Indenture is the valid and legally binding obligation of the Trustee, the
Indenture constitutes a valid and legally binding obligation of the
Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its terms.
(iii) The Notes have been duly authorized, executed and issued by
the Company and, assuming due authentication thereof by the Trustee and
upon payment and delivery in accordance with this Agreement, will
constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their respective terms.
(iv) The Guarantees have been duly authorized, executed and issued
by the Guarantor and, assuming the authentication of the Notes by the
Trustee and upon payment for and delivery of the Notes in accordance with
this Agreement, will constitute valid and legally binding obligations of
the Guarantor, enforceable against the Guarantor in accordance with their
respective terms.
(v) The statements made in the Prospectus under the captions
"Description of Notes" and "Description of Debt Securities," insofar as
they purport to constitute summaries of certain terms of the Notes, the
Guarantees and the Indenture specifically referred to therein, constitute
accurate summaries of such terms in all material respects.
(vi) This Agreement has been duly authorized, executed and delivered
by each of the Company and the Guarantor.
(vii) No consent, approval, authorization, order, registration or
qualification of or with any federal or New York governmental agency or
body or any Delaware governmental agency or body acting pursuant to the
<PAGE>
A-2
Delaware General Corporation Law or, to our knowledge, any federal or New
York court or any Delaware court acting pursuant to the Delaware General
Corporation Law is required for the issue and sale of the Notes and the
Guarantees in the manner contemplated by this Agreement, except for the
registration under the Securities Act of the Notes and the Guarantees, and
such consents, approvals, authorizations, registrations or qualifications
as may be required under state securities or Blue Sky laws in connection
with the purchase and distribution of the Notes and the Guarantees by the
Underwriter.
(viii) Neither the Company nor the Guarantor is, and, after giving
effect to the application of the proceeds of the sale of the Notes as
described in the Prospectus, neither the Company nor the Guarantor will
be, required to register as an "investment company" within the meaning of
and subject to regulation under the Investment Company Act of 1940, as
amended.
(ix) The Registration Statement has become effective under the
Securities Act, the Prospectus has been filed in accordance with Rule
424(b) of the rules and regulations of the Commission under the Securities
Act and, to our knowledge, no stop order suspending the effectiveness of
the Registration Statement has been issued and no proceeding for that
purpose has been instituted or threatened by the Commission.
Such counsel may state that its opinion as set forth in paragraphs
(ii), (iii) and (iv) are subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally, general equitable
principles (whether considered in a proceeding in equity or at law) and an
implied covenant of good faith and fair dealing. In addition, such counsel shall
also state that they have not independently verified the accuracy, completeness
or fairness of the statements made or included in the Registration Statement,
the Prospectus or the documents incorporated by reference (collectively, the
"Exchange Act Documents") and take no responsibility therefor, except as and to
the extent set forth in paragraph (v) above, and in the course of the
preparation by the Company and the Guarantor of the Registration Statement and
the Prospectus (excluding the Exchange Act Documents), such counsel participated
in conferences with certain officers and employees of the Company and the
Guarantor, with representatives of the independent public accountants for the
Company and the Guarantor and with counsel to the Company and the Guarantor.
Such counsel may state that they did not prepare the Exchange Act Documents
(other than the Form 8-Ks), however, such counsel reviewed the Exchange Act
Documents with the Company and the Guarantor and with counsel to the Company and
the Guarantor prior to their filing with the Commission, and, based upon such
counsel's examination of the
<PAGE>
A-3
Registration Statement, the Prospectus and the Exchange Act Documents, such
counsel's investigations made in connection with the preparation of Registration
Statement and the Prospectus (excluding the Exchange Act Documents) and such
counsel's participation in the conferences referred to above, (i) such counsel
is of the opinion that the Registration Statement at the time such Registration
Statement became effective and the Prospectus (excluding the Exchange Act
Documents), as of April 1, 1999, complied as to form in all material respects
with the requirements of the Securities Act, the Trust Indenture Act and the
applicable rules and regulations of the Commission thereunder and that the
Exchange Act Documents complied as to form when filed in all material respects
with the requirements of the Exchange Act and the applicable rules and
regulations of the Commission thereunder, except that in each case such counsel
may state that it expresses no opinion with respect to the financial statements
or other financial or statistical data contained or incorporated by reference in
the Registration Statement, the Prospectus or the Exchange Act Documents, and
(ii) such counsel has no reason to believe that the Registration Statement, at
the time such Registration Statement became effective (including the Exchange
Act Documents on file with the Commission on such effective date) contained any
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary in order to make the statements therein not
misleading or that the Prospectus (including the Exchange Act Documents) as of
April 1, 1999 or as of the Closing Date contains an untrue statement of a
material fact or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that in each case such counsel may state that it
expresses no belief with respect to the financial statements and other financial
or statistical data contained or incorporated by reference in the Registration
Statement, the Prospectus or the Exchange Act Documents.
Insofar as the opinions expressed by such counsel relate to or are
dependent upon matters governed by the laws of the State of Minnesota, such
counsel may state that it has relied upon the opinion of the Office of the
General Counsel of the Company, delivered to you concurrently with such
counsel's opinion.
<PAGE>
Exhibit B to Exhibit 1
Form of Opinion of the General Counsel
of the Guarantor and the Company
(i) The Company has been duly incorporated, is validly existing and
in good standing under the laws of the State of Minnesota with corporate
power and corporate authority under such laws to own, lease and operate
its properties and conduct its business as described in the Prospectus and
to perform its obligations under this Agreement, the Designated Indenture
and the Notes.
(ii) The Company is duly qualified to transact business as a foreign
corporation and is in good standing in each other jurisdiction in which it
owns or leases property of a nature, or transacts business of a type, that
would make such qualification necessary, except where the failure to so
qualify or be in good standing would not have a Material Adverse Effect.
(iii) The Guarantor is duly qualified to transact business as a
foreign corporation and is in good standing in the State of Minnesota.
(iv) The Company is a "citizen of the United States" (as defined in
Section 40102(a)(15) of Title 49 of the United States Code) and is an air
carrier operating under a certificate issued by the Secretary of
Transportation pursuant to Chapter 447 of Title 49, United States Code,
for aircraft capable of carrying 10 or more individuals or 6,000 pounds or
more of cargo; there is in force with respect to the Company an air
carrier operating certificate issued pursuant to Part 121 of the
regulations under the Federal Aviation Act; all of the outstanding shares
of capital stock of the Company have been duly authorized and validly
issued and are fully paid and non-assessable and are owned by the
Guarantor, indirectly through Old NWA Corp. and NWA Inc., each a Delaware
corporation, free and clear of any pledge, lien, security interest,
charge, claim, equity or encumbrance of any kind.
(v) To such counsel's knowledge, except as disclosed in the
documents incorporated by reference in the Registration Statement and the
Prospectus (the "Exchange Act Documents"), there are no statutes or
regulations, or any pending or threatened legal or governmental
proceedings, required to be described in the Prospectus that are not
described as required, nor any contracts or documents of a character
required to be described or referred to in the Registration Statement or
the Prospectus or to be filed as exhibits to the Registration Statement
that are not described, referred to or filed as required.
<PAGE>
B-2
(vi) The execution and delivery by the Guarantor and the Company of
this Agreement and the Indenture, the issuance and sale of the Notes and
the related Guarantees, the consummation by the Guarantor and the Company
of the transactions contemplated by this Agreement and the Designated
Indenture and compliance by the Company and the Guarantor with the terms
hereof and thereof do not and will not result in any violation of the
charter or by-laws of the Company or the Guarantor, and do not and will
not result in a breach of any of the terms or provisions of, or constitute
a default under, or result in the creation or imposition of any lien,
charge or encumbrance upon any property or assets of the Company or the
Guarantor under (A) any indenture, mortgage, loan agreement, note, lease
or other agreement or instrument included or incorporated by reference as
an exhibit to the Exchange Act Documents (except for such breaches,
defaults, liens, charges or encumbrances that would not have a Material
Adverse Effect) or included as an exhibit to the Registration Statement
(except for such breaches, defaults, liens, charges or encumbrances that
would not have a Material Adverse Effect), (B) any existing law, rule or
regulation of the State of Minnesota or the United States of America
applicable to the Company or the Guarantor (other than the securities or
Blue Sky laws of the State of Minnesota, as to which such counsel need
express no opinion), or (C) any judgment, order or decree of any
government, governmental instrumentality or court, domestic or foreign,
known to such counsel and having jurisdiction over the Company or the
Guarantor or any of their respective properties.
(vii) Under any provision of law or regulation applicable to the
Company or the Guarantor of the State of Minnesota or the United States of
America, no authorization, approval, consent, order or license of or
filing with or notice to any governmental agency or body or any court is
required for the valid authorization, issuance and delivery of the Notes
or the related Guarantees, the valid authorization, execution and delivery
by the Company and the Guarantor of, and the performance by the Company
and the Guarantor of their respective obligations under, this Agreement
and the Designated Indenture, except such as are required under the
securities or Blue Sky laws of the State of Minnesota.
(viii) This Agreement has been duly authorized, executed and
delivered by the Company.
(ix) The Designated Indenture has been duly authorized, executed and
delivered by the Company; the Notes have been duly authorized by requisite
corporate action on
<PAGE>
B-3
the part of the Company and have been duly executed and issued by the
Company.
(x) The Exchange Act Documents (except for the financial statements
and schedules and other financial data included or incorporated by
reference therein or omitted therefrom, as to which such counsel need
express no opinion), as of the dates they were filed with the Commission,
complied as to form in all material respects with the requirements of the
Exchange Act.
In addition, counsel shall state that such counsel or lawyers on his
staff have participated in the preparation of the Registration Statement, the
Prospectus and the Exchange Act Documents and have participated in conferences
with certain officers and employees of the Company and the Guarantor, counsel
employed by the Company and the Guarantor, representatives of the independent
public accountants for the Company and the Guarantor, representatives of the
Underwriter and counsel for the Underwriter, at which conferences the contents
of the Registration Statement and Prospectus and related matters were discussed.
Such counsel shall also state that, although such counsel is not passing upon
and does not assume any responsibility for the accuracy, completeness or
fairness of the statements contained in the Registration Statement, the
Prospectus or the Exchange Act Documents and has not made any independent check
or verification thereof, on the basis of the participation of such counsel or
lawyers on his staff in the conferences referred to above and their examination
of the Registration Statement, the Prospectus and the Exchange Act Documents,
nothing has come to such counsel's attention that leads him to believe that the
Registration Statement, as of the effective date hereof (including the Exchange
Act Documents on file with the Commission on such effective date) contained an
untrue statement of a material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or the Prospectus (including the Exchange Act Documents) as of its date or at
the Closing Date contained or contains an untrue statement of a material fact or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, except that such counsel need express no opinion with
respect to the financial statements, schedules and other financial data included
or incorporated or deemed to be incorporated by reference in the Registration
Statement or Prospectus or with respect to the Statement of Qualification on
Form T-1.
Exhibit 4(a)(1)
NORTHWEST AIRLINES, INC.
Officers' Certificate Pursuant to Section 3.1 of the Indenture
Mickey P. Foret, Executive Vice President and Chief Financial
Officer, and Douglas M. Steenland, Executive Vice President, General Counsel and
Secretary, of Northwest Airlines, Inc., a Minnesota corporation (the "Company"),
pursuant to Sections 1.2, 2.1 and 3.1 of the Indenture dated as of March 1, 1997
(the "Original Indenture") among the Company, Northwest Airlines Holdings
Corporation (as successor of Northwest Airlines Corporation, "Old NWA Corp."),
as guarantor, and State Street Bank and Trust Company, as trustee (the
"Trustee"), as supplemented by a Supplemental Indenture, dated as of November
20, 1998 among the Company, as issuer, Northwest Airlines Corporation (formerly
known as Newbridge Parent Corporation, "NWA Corp."), Old NWA Corp. and the
Trustee (the "First Supplemental Indenture") and by a Second Supplemental
Indenture dated as of February 25, 1999 (the "Second Supplemental Indenture"
and, together with the Original Indenture and the First Supplemental Indenture,
the "Indenture") among the Company, NWA Corp., as guarantor, Old NWA Corp. and
the Trustee, and with respect to (i) the $200,000,000 aggregate principal amount
of 8.52% Notes due 2004 (the "Notes") of the Company, as fully and
unconditionally guaranteed by NWA Corp., established by or pursuant to
resolutions of the Pricing Committee (the "Pricing Committee") of the Board of
Directors (the "Board of Directors") of the Company adopted on April 1, 1999,
each hereby CERTIFIES as follows:
1. Examinations and Conditions Precedent.
a. Each of the undersigned has read the provisions of the
Indenture setting forth conditions precedent to the authentication
of the Notes and the definitions in the Indenture relating thereto.
b. Each of the undersigned has examined resolutions of the
Board of Directors and of the Pricing Committee adopted prior to the
date hereof relating to the authorization, issuance, authentication
and delivery of the Notes, certificates of officers of the Company
and corporate records of the Company, agreements and other
instruments and documents deemed necessary as a basis for the
opinion hereinafter expressed.
c. In the opinion of each of the undersigned, such examination
is sufficient to enable him to express an informed opinion as to
whether or not the conditions precedent referred to above have been
complied with.
<PAGE>
d. Each of the undersigned is of the opinion that, upon the
giving to the Trustee of the instructions specified in the
authentication and delivery order of the Company dated the date
hereof and delivered pursuant to Section 3.3 of the Indenture, the
conditions precedent referred to above will have been complied with.
2. Terms of the Notes.
The terms and conditions of the Notes were duly approved and
authorized by the Pricing Committee on April 1, 1999, in accordance with,
or pursuant to, resolutions adopted by the Board of Directors on November
20, 1997 and January 28, 1999, and such terms and conditions are set forth
in the resolutions of the Pricing Committee duly adopted on April 1, 1999,
a copy of which is attached hereto as Exhibit A.
3. Form of the Notes.
Attached hereto as Exhibit B is a true and correct copy of a global
Note representing the Notes.
[Signature page follows]
<PAGE>
IN WITNESS WHEREOF, we have hereunto signed our names on this 7th
day of April, 1999.
/s/ Mickey P. Foret
----------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President and
Chief Financial Officer
/s/ Douglas M. Steenland
----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President, General
Counsel and Secretary
<PAGE>
Exhibit A to Exhibit 4(a)(1)
NORTHWEST AIRLINES, INC.
Resolutions of Pricing Committee
April 1, 1999
WHEREAS, resolutions of the Board of Directors of Northwest
Airlines, Inc. (the "Corporation") duly adopted on November 20, 1997 (the "Prior
Resolutions") and January 28, 1999 (the "Recent Resolutions" and, together with
the Prior Resolutions, the "Resolutions") authorized and ratified, inter alia,
the Authorized Officers (as defined therein) (i) to file one or more
Registration Statements (as defined therein) to cover the issuance and sale of
up to $1,100,000 aggregate principal amount of the Corporation's Securities (as
defined therein) as fully and unconditionally guaranteed (such guarantee, the
"Guarantee") by Northwest Airlines Corporation (the "Guarantor"), of which an
aggregate principal amount of $678,800,000 is currently available for issuance,
(ii) to cause such Registration Statements to become effective and to maintain
the effectiveness of such Registration Statements under the Securities Act of
1933, as amended (the "Securities Act"), (iii) to take any and all action which
any such Authorized Officer may deem necessary or advisable in order to effect
the registration or qualification (or exemption therefrom) of the Securities for
issue, offer, sale or trade under the Blue Sky or securities laws of any of the
States of the United States of America or of any foreign country or
jurisdiction, (iv) to negotiate, execute and deliver on behalf of, and in the
name of, the Corporation an underwriting agreement relating to the issuance and
sale of such Securities, (v) to prepare, negotiate, execute and deliver, as
appropriate, all other agreements, certificates, instruments, documents,
directions and receipts in connection with the issuance and sale of such
Securities, as any such Authorized Officer deems necessary or appropriate to
carry out the purposes and intent of such resolutions, such that the execution
and delivery, as appropriate, of any document by an Authorized Officer shall be
conclusive evidence of approval thereof on behalf of and, in the name of, the
Corporation and (vi) to have the Corporation make such payments as such
Authorized Officers deem necessary or advisable to effect the intent of the
foregoing resolutions;
WHEREAS, the terms not defined herein shall have the meanings
assigned to them in the Indenture dated as of March 1, 1997 (the "Original
Indenture") among the Corporation, Northwest Airlines Holdings Corporation (as
successor of Northwest Airlines Corporation, "Old NWA Corp."), as guarantor, and
State Street Bank and Trust Company, as trustee (the "Trustee"), as supplemented
by a Supplemental Indenture, dated as of November 20, 1998 among the
Corporation, as issuer, Northwest Airlines Corporation, the Guarantor, Old NWA
Corp. and the Trustee (the "First Supplemental Indenture") and by a Second
Supplemental Indenture dated as of February 25, 1999 (the "Second Supplemental
Indenture" and, together with the Original Indenture and the First Supplemental
Indenture, the "Indenture") among the Corporation, the Guarantor, Old NWA Corp.
and the Trustee; and
WHEREAS, this Pricing Committee has been created by the Recent
Resolutions to establish the terms of the issuance and sale of one series of
senior unsecured debt securities of the Corporation in an aggregate principal
amount of up to $400,000,000, as fully and
<PAGE>
unconditionally guaranteed by the Guarantor, and to take other actions in
connection therewith as specified in the Recent Resolutions;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to and in accordance
with the Resolutions, $200,000,000 of aggregate principal amount of senior
unsecured debt obligations of the Corporation shall be issued with the following
terms:
(1) The title of the series of debt securities shall be the "8.52%
Notes due 2004" (referred to herein as the "Notes").
(2) The aggregate principal amount of the Notes shall be limited to
$200,000,000.
(3) The Notes shall be issued on April 7, 1999 and shall mature on
April 7, 2004.
(4) The Notes shall bear interest at the rate of 8.52% per annum
calculated on the basis of a 360-day year of twelve 30-day months;
interest in respect of each of the Notes shall accrue from April 7, 1999
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for until the principal thereof is paid or made
available for payment; the Interest Payment Dates shall be April 7 and
October 7 of each year, commencing October 7, 1999; and the Regular Record
Date for interest payable on any Interest Payment Dates shall be the close
of business on March 21 or September 21, as the case may be, next
preceding such Interest Payment Date.
(5) Payment of the principal of, premium, if any, and interest on
each of the Notes shall be payable at the office or agency of the
Corporation to be maintained in the City of New York; provided, however,
that payments of principal, premium or interest on the Notes may be made,
at the option of the Corporation or the Guarantor, as the case may be, by
check mailed to the address of the person entitled thereto as of the
Regular Record Date and as shown on the Register or by wire transfer to an
account located in the United States designated by the holder of such
Note.
(6) The Notes shall be redeemable, at the option of the Corporation,
at any time in whole or from time to time in part, upon not less than 30
and not more than 60 days' notice mailed to each holder of Notes to be
redeemed at the holder's address appearing in the Register, on any date
prior to maturity at a price equal to 100% of the principal amount thereof
plus accrued interest to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on
an interest payment date that is on or prior to the Redemption Date) plus
a Make-Whole Premium (as defined below), if any (the "Redemption Price").
In no event shall the
<PAGE>
Redemption Price ever be less than 100% of the principal amount of the
Notes plus accrued interest to the Redemption Date.
"Make-Whole Premium" with respect to the Notes (or portion thereof)
to be redeemed shall be equal to the excess, if any, of:
(i) the sum of the present values, calculated as of the
Redemption Date, of:
(A) each interest payment that, but for such redemption,
would have been payable on the Note (or portion thereof) being
redeemed on each Interest Payment Date occurring after the
Redemption Date (excluding any accrued interest for the period
prior to the Redemption Date); and
(B) the principal amount that, but for such redemption,
would have been payable at the final maturity of the Note (or
portion thereof) being redeemed;
over
(ii) the principal amount of the Note (or portion thereof)
being redeemed plus accrued and unpaid interest to the date of
determination.
The present values of interest and principal payments referred to in
clause (i) above shall be determined in accordance with generally accepted
principles of financial analysis. Such present values shall be calculated
by discounting the amount of each payment of interest or principal from
the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the
Treasury Yield (as defined below) plus 37.5 basis points.
The Make-Whole Premium shall be calculated by an independent
investment banking institution of national standing appointed by the
Corporation; provided, that if the Corporation fails to make such
appointment at least 45 Business Days prior to the Redemption Date, or if
the institution so appointed is unwilling or unable to make such
calculation, such calculation shall be made by Credit Suisse First Boston
Corporation, or, if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Trustee (in any such case, an "Independent
Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to
maturity of
<PAGE>
United States Treasury Notes that have a constant maturity that
corresponds to the remaining term to maturity of the Notes to be redeemed,
calculated to the nearest 1/12th of a year (the "Remaining Term"). The
Treasury Yield shall be determined as of the third Business Day
immediately preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes shall be
determined by reference to the most recent statistical release published
by the Federal Reserve Bank of New York and designated "H.15(519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release").
If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same
as the Remaining Term, then the Treasury Yield shall be equal to such
weekly average yield. In all other cases, the Treasury Yield shall be
calculated by interpolation, on a straight-line basis, between the weekly
average yields on the United States Treasury Notes that have a constant
maturity closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to and less
than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). Any weekly average yields so calculated by interpolation shall
be rounded to the nearest 1/100th of 1%, with any figure of 1/200% or
above being rounded upward. If weekly average yields for United States
Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
If less than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed by such method as the Trustee shall deem
fair and appropriate. The Trustee may select for redemption Notes and
portions of Notes in amounts of $1,000 or integral multiples of $1,000.
(7) The Corporation shall have no sinking fund or analogous
obligations in respect of the Notes.
(8) The Notes shall be issued in denominations of $1,000 or any
integral multiple of $1,000 in excess of $1,000.
(9) Principal of, premium, if any, and interest on the Notes shall
be payable in Dollars.
(10) The Corporation shall not elect to have payments of principal
of, premium, if any, or interest on the Notes made in a currency other
than that in which the Notes are denominated or designated to be payable;
the Notes may be satisfied and discharged only as provided in Article 4 of
the Indenture.
<PAGE>
(11) Amounts of payments of principal of, premium, if any, and
interest shall not be payable on the Notes with reference to an index,
formula or other similar method.
(12) Upon a declaration of acceleration of the Notes, the principal
of the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture. Upon (i) payment of the amount of
principal so declared due and payable, (ii) payment of interest on any
overdue principal and overdue interest (in each case to the extent that
the payment of such interest shall be legally enforceable) and (iii) the
occurrence of certain other events as set forth in the Indenture, all of
the Corporation's and the Guarantor's obligations in respect of the
payment of the principal of and interest, if any, on the Notes shall
terminate.
(13) Interest on any Note shall be payable to the Person in whose
name such Note is registered at the close of business on the Regular
Record Date for such interest, pursuant to Section 3.7 of the Indenture;
interest payable on a temporary or permanent global Note shall be paid
only as provided in Section 2.3 and Section 3.4 of the Indenture, as
applicable.
(14) There are no special rights that may be granted to Holders upon
the occurrence of particular events.
(15) There are no deletions from, modifications of or additions to
the Events of Default set forth in Section 5.1 of the Indenture or
covenants of the Corporation and/or the Guarantor set forth in Article 9
of the Indenture.
(16) The Notes shall be issued as Registered Securities.
(17) The global notes representing the Notes shall be dated the date
of original issuance of the Notes.
(18) The Notes are not subject to defeasance or covenant defeasance.
(19) The Registrar and Paying Agent shall be initially State Street
Bank and Trust Company.
(20) No warrants shall be issued by the Corporation or the Guarantor
in connection with, or for the purchase of, the Notes.
(21) Initially, there shall be no Exchange Rate Agent.
<PAGE>
(22) The Notes shall be issued in fully registered form, without
coupons, and represented, as to each such series, by one or more permanent
global notes; the initial depositary for the Notes shall be The Depository
Trust Company ("DTC"), and the Notes shall be registered in the name of
Cede & Co. as a nominee of DTC; and as provided in the Indenture and
subject to certain limitations therein set forth, the Notes are
exchangeable for a like aggregate principal amount of Notes of the same
series of like tenor of a different authorized denomination, as requested
by the Holder surrendering the same.
(23) Bearer Securities in respect of the Notes shall not be issued.
(24) Other terms of the Notes are as follows:
(a) The price at which the Notes shall be sold to the Credit
Suisse First Boston Corporation, as underwriter, pursuant to the
Underwriting Agreement dated April 1, 1999 among Northwest, the
Guarantor and Credit Suisse First Boston Corporation, shall be
98.587% of their aggregate principal amount, and the initial price
at which the Notes will be sold to the public shall be at varying
percentages of their principal amount reoffered by the Underwriter,
from time to time, in one or more transactions but, in no event,
less than 98.76% of their aggregate principal amount; and
(b) As provided in the Indenture and subject to certain
limitations set forth therein, the obligation of the Corporation to
pay principal of, and interest on, the Notes is unconditionally
guaranteed on a senior unsecured basis pursuant to the Guarantee
endorsed thereon by the Guarantor.
(c) The Notes shall be signed on behalf of the Corporation by
any Co-Chairman, President, Executive Vice President, Senior Vice
President, Vice President, Treasurer or Assistant Treasurer of the
Corporation and attested by its Secretary or any of its Assistant
Secretaries, provided that the signature of any such officer may be,
but need not be, a facsimile signature imprinted or otherwise
reproduced on the Notes, and for that purpose the Corporation has
adopted as binding upon it the facsimile signature of any present or
future Co-Chairman, President, Executive Vice President, Senior Vice
President, Vice President, Treasurer or Assistant Treasurer,
Secretary or Assistant Secretary of the Corporation, notwithstanding
the fact that at the time the Notes shall be authenticated or
delivered or disposed of such individual shall have ceased to hold
such position with the Corporation; and, in case any of the
above-named officers of the Corporation whose facsimile signature
shall appear on any of the Notes shall cease to hold such office
before the Notes have been authenticated and delivered or disposed
of by the Corporation, such Notes nevertheless may
<PAGE>
be authenticated and delivered or disposed of and such Notes shall
be valid as though such person had not ceased to hold such position
with the Corporation; and any such Notes as shall have been so
authenticated, delivered or disposed of have been adopted by the
Corporation as its binding obligations.
(d) The Notes shall be in substantially the form set forth in
Exhibit A attached hereto, with such changes and modifications as
the Authorized Officers executing the same shall approve, such
approval to be conclusively evidenced by such execution, and the
Trustee's Certificate of Authentication shall be as set forth in the
Indenture.
(e) The terms and conditions of the Notes not otherwise
specified herein or in the form of each of the Notes shall be as
specified in the Indenture; provided, however, that, to the extent
that any provision herein with respect to the Notes is inconsistent
with any provision in the Indenture, the provisions enumerated
herein shall control; and provided further, however, that,
notwithstanding the above, the terms of the Notes enumerated herein
are subject to, and qualified in their entirety by reference to, the
Trust Indenture Act of 1939, as amended.
<PAGE>
Exhibit B to Exhibit 4(a)(1)
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO NORTHWEST
AIRLINES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN
WHOLE, BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO
DTC OR ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF
DTC OR SUCH SUCCESSOR'S NOMINEE, UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN
WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.
Registered Principal Amount: $200,000,000
No. CR-1 CUSIP No.: 667281 AN 9
NORTHWEST AIRLINES, INC.
8.52% Notes due 2004
GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
NORTHWEST AIRLINES CORPORATION
7. Principal and Interest. NORTHWEST AIRLINES, INC., a corporation duly
organized and existing under the laws of the State of Minnesota (herein called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on April 7, 2004, and to pay interest thereon from April 7, 1999
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, on April 7 and October 7 (each an "Interest Payment Date") in
each year, commencing October 7, 1999 at the rate of 8.52% per annum until the
principal hereof is paid or made available for payment. Interest will be
computed on
<PAGE>
the basis of a 360 day year of twelve 30 day months. The interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more predecessor Securities) is registered at the close of business
on the twenty-first day of the month next preceding such interest payment date,
which shall be the twenty-first day of March or the twenty-first day of
September (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date. Any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on such Regular
Record Date and may either be paid to the Person in whose name this Security (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
STATE STREET BANK AND TRUST COMPANY, notice whereof shall be given to Holders of
Securities of this series not less than 10 days prior to such Special Record
Date, or be paid on a specified date in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Securities of this
series may be listed, and upon such notice as may be required by such exchange,
all as more fully provided in said Indenture.
8. Indenture. This Security is one of a duly authorized series of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an indenture, dated as of March 1, 1997 (the
"Original Indenture") among the Company, Northwest Airlines Holdings Corporation
(as successor of Northwest Airlines Corporation, "Old NWA Corp."), as guarantor,
and State Street Bank and Trust Company, as trustee (the "Trustee"), as
supplemented by a Supplemental Indenture, dated as of November 20, 1998 among
the Company, as issuer, Northwest Airlines Corporation (as successor to
Northwest Airlines Holdings Corporation, "NWA Corp."), Old NWA Corp. and the
Trustee (the "First Supplemental Indenture") and by a Second Supplemental
Indenture dated as of February 25, 1999 (the "Second Supplemental Indenture"
and, together with the Original Indenture and the First Supplemental Indenture,
the "Indenture") among the Company, NWA Corp., as guarantor (the "Guarantor"),
Old NWA Corp. and the Trustee, and with respect to which, the terms of this
Security were established pursuant to the Officers' Certificate delivered
pursuant to Section 3.1 of the Indenture and dated the date hereof, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
This Security is one of the series designated as the "8.52% Notes
due 2004" of the Company, limited in aggregate principal amount to $200,000,000.
The Securities are unsecured obligations of the Company and rank pari passu with
all unsecured and unsubordinated obligations of the Company.
The terms of the Securities include those stated in the Indenture
and those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C.
<PAGE>
sections 777aaa-777bbbb) (the "TIA"), as in effect on the date of the Indenture
(except as otherwise indicated in the Indenture). Notwithstanding anything to
the contrary herein, the Securities are subject to all such terms, and holders
of Securities are referred to the Indenture and the TIA for a statement of them.
9. Method of Payment. Payment of the principal of, premium, if any,
and interest on each of the Securities shall be payable at the office or agency
of the Company to be maintained in the City of New York; provided, however, that
payments of principal, premium or interest on the Securities may be made, at the
option of the Company or the Guarantor, as the case may be, by check mailed to
the address of the person entitled thereto as of the Regular Record Date and as
shown on the Register or by wire transfer to an account located in the United
States designated by the holder of such Security. Principal of, premium, if any,
and interest on the Securities shall be payable in Dollars.
10. Registrar and Paying Agent. The Registrar and Paying Agent shall
be initially STATE STREET BANK AND TRUST COMPANY.
11. Optional Redemption. The Securities shall be redeemable, at the
option of the Company, at any time in whole or from time to time in part, upon
not less than 30 and not more than 60 days' notice mailed to each holder of
Securities to be redeemed at the holder's address appearing in the Register, on
any date prior to maturity at a price equal to 100% of the principal amount
thereof plus accrued interest to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on an
interest payment date that is on or prior to the Redemption Date) plus a
Make-Whole Premium (as defined below), if any (the "Redemption Price"). In no
event shall the Redemption Price ever be less than 100% of the principal amount
of the Securities plus accrued interest to the Redemption Date.
"Make-Whole Premium" with respect to the Securities (or portion
thereof) to be redeemed shall be equal to the excess, if any, of:
(i) the sum of the present values, calculated as of the
Redemption Date, of:
(A) each interest payment that, but for such redemption,
would have been payable on the Security (or portion thereof)
being redeemed on each Interest Payment Date occurring after
the Redemption Date (excluding any accrued interest for the
period prior to the Redemption Date); and
<PAGE>
(B) the principal amount that, but for such redemption,
would have been payable at the final maturity of the Security
(or portion thereof) being redeemed;
over
(ii) the principal amount of the Security (or portion thereof)
being redeemed plus accrued and unpaid interest to the date of
determination.
The present values of interest and principal payments referred to in
clause (i) above shall be determined in accordance with generally accepted
principles of financial analysis. Such present values shall be calculated
by discounting the amount of each payment of interest or principal from
the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the
Treasury Yield (as defined below) plus 37.5 basis points.
The Make-Whole Premium shall be calculated by an independent
investment banking institution of national standing appointed by the
Company; provided, that if the Company fails to make such appointment at
least 45 Business Days prior to the Redemption Date, or if the institution
so appointed is unwilling or unable to make such calculation, such
calculation shall be made by CREDIT SUISSE FIRST BOSTON CORPORATION, or,
if such firm is unwilling or unable to make such calculation, by an
independent investment banking institution of national standing appointed
by the Trustee (in any such case, an "Independent Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Notes that have a constant maturity
that corresponds to the remaining term to maturity of the Securities to be
redeemed, calculated to the nearest 1/12th of a year (the "Remaining
Term"). The Treasury Yield shall be determined as of the third Business
Day immediately preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes shall be
determined by reference to the most recent statistical release published
by the Federal Reserve Bank of New York and designated "H.15(519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release").
If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same
as the Remaining Term, then the Treasury Yield shall be equal to such
weekly average yield. In all other cases, the Treasury Yield shall be
calculated by interpolation, on a straight-line basis, between the weekly
average yields on the United States Treasury Notes that have a constant
maturity closest to and greater
<PAGE>
than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term (in each
case as set forth in the H.15 Statistical Release). Any weekly average
yields so calculated by interpolation shall be rounded to the nearest
1/100th of 1%, with any figure of 1/200% or above being rounded upward. If
weekly average yields for United States Treasury Notes are not available
in the H.15 Statistical Release or otherwise, then the Treasury Yield
shall be calculated by interpolation of comparable rates selected by the
Independent Investment Banker.
If less than all of the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed by such method as the Trustee
shall deem fair and appropriate. The Trustee may select for redemption
Securities and portions of Securities in amounts of $1,000 or integral
multiples of $1,000.
12. Sinking Fund. The Company shall have no sinking fund or
analogous obligations in respect of the Securities.
13. Discharge and Defeasance. The Securities are not subject to
defeasance or covenant defeasance.
14. Denominations; Transfers; Exchange. The Securities are in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple of $1,000 in excess of $1,000. A Holder may register transfers of or
exchange securities in accordance with the Indenture. No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
15. Events of Default; Remedies. The Events of Default are as set
forth in Section 5.1 of the Indenture. If an Event of Default with respect to
Securities of this series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture. Upon a declaration of acceleration of the
Securities, the principal of the Securities may be declared due and payable in
the manner, and with the effect, provided in the Indenture.
16. Amendments and Waivers. The Indenture permits, with certain
exceptions as therein provided, that with the written consent of the Holders of
not less than a majority of the aggregate principal amount of the Outstanding
Securities of each series to be adversely affected thereby, the Company, the
Guarantor and the Trustee may enter into an
<PAGE>
indenture or indentures thereto to add any provisions or to change or eliminate
any provisions of the Indenture or any other indenture supplemental thereto or
to modify the rights of the Holders of each such series. The Indenture also
provides, with certain exceptions therein provided, that the Holders of not less
than a majority of the aggregate principal amount of the Outstanding Securities
of any series by notice to the Trustee may waive on behalf of the Holders of all
Securities of such series a past Default or Event of Default with respect to
that series and its consequences. Any such consent or waiver by the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange herefor or in lieu hereof, whether or not
notation of such consent or waiver is made upon this Security.
17. Obligations Absolute. No reference herein to the Indenture and
no provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest (if any) on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.
18. Guarantee. As provided in the Indenture and subject to certain
limitations set forth therein, the obligation of the Company to pay principal
of, and interest on, this Security is fully and unconditionally guaranteed on a
senior basis pursuant to the Guarantee endorsed hereon (the "Guarantee") by
NORTHWEST AIRLINES CORPORATION, the Guarantor. The Indenture provides that the
Guarantor shall be released from the Guarantee and that the holder hereof shall
have no further claim against the Guarantor upon compliance with certain
conditions.
19. No Recourse Against Others. No recourse shall be had for the
payment of the principal of, or premium, if any, or interest on, this Security,
or for any claim based hereon or otherwise in respect hereof, or based on or in
respect of the Indenture, any indenture supplemental thereto or the Guarantee,
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company, the Guarantor or of any successor corporation
of either, whether by virtue of any constitution, statute or rule of law, or by
the enforcement of any assessment or penalty or otherwise, all such liability
being, by the acceptance hereof and as part of the consideration for the issue
hereof, expressly waived and released.
20. Defined Terms. All capitalized terms used in this Security which
are defined in the Indenture shall have the meanings assigned to them in the
Indenture.
21. Governing Law. THE INDENTURE AND THE SECURITIES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
<PAGE>
22. Successors and Assigns. All covenants and agreements of the
Company in the Indenture and the Securities shall bind its successors and
assigns. All agreements of the Trustee in the Indenture shall bind its
successor.
23. Authentication. Unless the certificate of authentication hereon
has been executed by the Trustee or an Authenticating Agent, by manual
signature, this Security shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
24. Abbreviations. Customary abbreviations may be used in the name
of a Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT
(=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship
and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to
Minors Act).
25. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities, and the Trustee may use CUSIP
numbers in notices as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained
in any notice and reliance may be placed only on the other identification
numbers placed thereon.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed and its corporate seal to be hereunto affixed and attested.
NORTHWEST AIRLINES, INC.
Dated: April , 1999 By:
-------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President
and Chief Financial Officer
Attest:
------------------------------
Name: Michael L. Miller
Title: Assistant Secretary
The Guarantor has fully and unconditionally guaranteed, to the
extent set forth in the Indenture and subject to the provisions in the
Indenture, the due and punctual payment of each series of Securities issued
thereunder. In case of the failure of the Company punctually to make any such
payment, the Guarantor hereby agrees to cause such payment to be made
punctually.
The obligations of the Guarantor to the Holders and to the Trustee
pursuant to the Guarantee are expressly set forth in Article Thirteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Guarantee.
IN WITNESS WHEREOF, the Guarantor has caused this instrument to be
duly executed and its corporate seal to be hereunto affixed and attested.
NORTHWEST AIRLINES CORPORATION
Dated: April , 1999 By:
-------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President
and Chief Financial Officer
Attest:
-------------------------------
Name: Michael L. Miller
Title: Assistant Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 8.52% Notes due 2004 described in the
within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
-------------------------------------
Name:
Title:
Dated: April 7, 1999
<PAGE>
************************
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
(Please insert Social Security, Taxpayer Identification No. or other identifying
number of Assignee)
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
Assignee)
________________________________________________________________________________
the within Security of NORTHWEST AIRLINES, INC. (the "Company") and NORTHWEST
AIRLINES CORPORATION and does hereby irrevocably constitute and appoint
___________ attorney to transfer the said Security on the books of the Company,
with full power of substitution in the premises.
Dated:____________________ ____________________________________________
(The signature must be guaranteed by an
eligible institution member of the medallion
signature guarantee program.)
[NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the within investment in every particular, without
alteration or enlargement or any change whatever.]
Exhibit 4(a)(2)
NORTHWEST AIRLINES CORPORATION
Officers' Certificate Pursuant to Section 3.1 of the Indenture
Mickey P. Foret, Executive Vice President and Chief Financial
Officer, and Douglas M. Steenland, Executive Vice President, General Counsel and
Secretary, of Northwest Airlines Corporation, a Delaware corporation (the
"Corporation"), pursuant to Sections 1.2, 2.1 and 3.1 of the Indenture dated as
of March 1, 1997 (the "Original Indenture") among Northwest Airlines, Inc (the
"Company"), Northwest Airlines Holdings Corporation (as successor of Northwest
Airlines Corporation, "Old NWA Corp."), as guarantor, and State Street Bank and
Trust Company, as trustee (the "Trustee"), as supplemented by a Supplemental
Indenture, dated as of November 20, 1998 among the Company, as issuer, the
Corporation, Old NWA Corp. and the Trustee (the "First Supplemental Indenture")
and by a Second Supplemental Indenture dated as of February 25, 1999 (the
"Second Supplemental Indenture" and, together with the Original Indenture and
the First Supplemental Indenture, the "Indenture") among the Company, the
Corporation, as guarantor, Old NWA Corp. and the Trustee, and with respect to
the $200,000,000 aggregate principal amount of 8.52% Notes due 2004 (the
"Notes") of Northwest, as fully and unconditionally guaranteed by the
Corporation, established by, or pursuant to, resolutions of the Pricing
Committee (the "Northwest Pricing Committee") of the Board of Directors (the
"Northwest Board") of Northwest adopted on April 1, 1999, each hereby CERTIFIES
as follows:
1. Examinations and Conditions Precedent.
a. Each of the undersigned has read the provisions of the
Indenture setting forth conditions precedent to the authentication
of the Notes and the definitions in the Indenture relating thereto.
b. Each of the undersigned has examined resolutions of the
Board of Directors of the Corporation (the "Board of Directors") and
of the Northwest Board and of the Northwest Pricing Committee
adopted prior to the date hereof relating to the authorization,
issuance, authentication and delivery of the Notes, and with respect
to the Corporation only, the full and unconditional guarantee of the
Notes by the Corporation (the "Guarantee"), certificates of officers
of the Corporation and corporate records of the Corporation,
agreements and other instruments and documents deemed necessary as a
basis for the opinion hereinafter expressed.
c. In the opinion of each of the undersigned, such examination
is sufficient to enable him to express an informed opinion as to
<PAGE>
2
whether or not the conditions precedent referred to above have been
complied with.
d. Each of the undersigned is of the opinion that, upon the
giving to the Trustee of the instructions specified in the
authentication and delivery order of the Corporation dated the date
hereof and delivered pursuant to Section 3.3 of the Indenture, the
conditions precedent referred to above will have been complied with.
2. Terms of the Notes.
The terms and conditions of the Notes were duly approved and
authorized by the Northwest Pricing Committee on April 1, 1999, in
accordance with, or pursuant to, resolutions adopted by the Northwest
Board on November 20, 1997 and January 28, 1999, and such terms and
conditions are set forth in the resolutions of the Northwest Pricing
Committee adopted on April 1, 1999, a copy of which is attached hereto as
Exhibit A.
3. Form of the Notes.
Attached hereto as Exhibit B is a true and correct copy of a global
note representing the Notes. , including the form of the Guarantee to be
indorsed thereon.
4. Terms of the Guarantee.
The terms and conditions of the Guarantee were duly approved and
authorized by the Board of Directors by the combined effect of such board
having adopted resolutions on January 28, 1999, which duly approved and
authorized the issuance of Notes upon terms and conditions determined and
authorized by the Northwest Pricing Committee, and by the action of the
Northwest Pricing Committee on April 1, 1999, which duly approved and
authorized the terms and conditions of the Notes.
Each of the undersigned further certifies that the Guarantees, with
such terms as set forth in Article 13 of the Indenture, shall be signed on
behalf of the Corporation by any Co-Chairman, President, Executive Vice
President, Senior Vice President, Vice President, Treasurer or Assistant
Treasurer of the Corporation and attested by its Secretary or any of its
Assistant Secretaries, provided that the signature of any such officer may
be, but need not be, a facsimile signature imprinted or otherwise
reproduced on the Guarantees, and for that purpose the Corporation has
adopted as binding upon it the facsimile signature of any present or
future Co-Chairman, President, Executive Vice President, Senior Vice
President, Vice President, Treasurer or Assistant Treasurer, Secretary or
Assistant Secretary of the Corporation.
<PAGE>
3
IN WITNESS WHEREOF, we have hereunto signed our names on this 7th
day of April, 1999.
/s/ Mickey P. Foret
----------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President
and Chief Financial Officer
/s/ Douglas M. Steenland
----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President,
General Counsel and Secretary
<PAGE>
Exhibit A to Exhibit 4(a)(2)
NORTHWEST AIRLINES, INC.
Resolutions of Pricing Committee
April 1, 1999
WHEREAS, resolutions of the Board of Directors of Northwest
Airlines, Inc. (the "Corporation") duly adopted on November 20, 1997 (the "Prior
Resolutions") and January 28, 1999 (the "Recent Resolutions" and, together with
the Prior Resolutions, the "Resolutions") authorized and ratified, inter alia,
the Authorized Officers (as defined therein) (i) to file one or more
Registration Statements (as defined therein) to cover the issuance and sale of
up to $1,100,000 aggregate principal amount of the Corporation's Securities (as
defined therein) as fully and unconditionally guaranteed (such guarantee, the
"Guarantee") by Northwest Airlines Corporation (the "Guarantor"), of which an
aggregate principal amount of $678,800,000 is currently available for issuance,
(ii) to cause such Registration Statements to become effective and to maintain
the effectiveness of such Registration Statements under the Securities Act of
1933, as amended (the "Securities Act"), (iii) to take any and all action which
any such Authorized Officer may deem necessary or advisable in order to effect
the registration or qualification (or exemption therefrom) of the Securities for
issue, offer, sale or trade under the Blue Sky or securities laws of any of the
States of the United States of America or of any foreign country or
jurisdiction, (iv) to negotiate, execute and deliver on behalf of, and in the
name of, the Corporation an underwriting agreement relating to the issuance and
sale of such Securities, (v) to prepare, negotiate, execute and deliver, as
appropriate, all other agreements, certificates, instruments, documents,
directions and receipts in connection with the issuance and sale of such
Securities, as any such Authorized Officer deems necessary or appropriate to
carry out the purposes and intent of such resolutions, such that the execution
and delivery, as appropriate, of any document by an Authorized Officer shall be
conclusive evidence of approval thereof on behalf of and, in the name of, the
Corporation and (vi) to have the Corporation make such payments as such
Authorized Officers deem necessary or advisable to effect the intent of the
foregoing resolutions;
WHEREAS, the terms not defined herein shall have the meanings
assigned to them in the Indenture dated as of March 1, 1997 (the "Original
Indenture") among the Corporation, Northwest Airlines Holdings Corporation (as
successor of Northwest Airlines Corporation, "Old NWA Corp."), as guarantor, and
State Street Bank and Trust Company, as trustee (the "Trustee"), as supplemented
by a Supplemental Indenture, dated as of November 20, 1998 among the
Corporation, as issuer, Northwest Airlines Corporation, the Guarantor, Old NWA
Corp. and the Trustee (the "First Supplemental Indenture") and by a Second
Supplemental Indenture dated as of February 25, 1999 (the "Second Supplemental
Indenture" and, together with the Original Indenture and the First Supplemental
Indenture, the "Indenture") among the Corporation, the Guarantor, Old NWA Corp.
and the Trustee; and
WHEREAS, this Pricing Committee has been created by the Recent
Resolutions to establish the terms of the issuance and sale of one series of
senior unsecured debt securities of the Corporation in an aggregate principal
amount of up to $400,000,000, as fully and
<PAGE>
unconditionally guaranteed by the Guarantor, and to take other actions in
connection therewith as specified in the Recent Resolutions;
NOW, THEREFORE, BE IT RESOLVED, that pursuant to and in accordance
with the Resolutions, $200,000,000 of aggregate principal amount of senior
unsecured debt obligations of the Corporation shall be issued with the following
terms:
(1) The title of the series of debt securities shall be the "8.52%
Notes due 2004" (referred to herein as the "Notes").
(2) The aggregate principal amount of the Notes shall be limited to
$200,000,000.
(3) The Notes shall be issued on April 7, 1999 and shall mature on
April 7, 2004.
(4) The Notes shall bear interest at the rate of 8.52% per annum
calculated on the basis of a 360-day year of twelve 30-day months;
interest in respect of each of the Notes shall accrue from April 7, 1999
or from the most recent Interest Payment Date to which interest has been
paid or duly provided for until the principal thereof is paid or made
available for payment; the Interest Payment Dates shall be April 7 and
October 7 of each year, commencing October 7, 1999; and the Regular Record
Date for interest payable on any Interest Payment Dates shall be the close
of business on March 21 or September 21, as the case may be, next
preceding such Interest Payment Date.
(5) Payment of the principal of, premium, if any, and interest on
each of the Notes shall be payable at the office or agency of the
Corporation to be maintained in the City of New York; provided, however,
that payments of principal, premium or interest on the Notes may be made,
at the option of the Corporation or the Guarantor, as the case may be, by
check mailed to the address of the person entitled thereto as of the
Regular Record Date and as shown on the Register or by wire transfer to an
account located in the United States designated by the holder of such
Note.
(6) The Notes shall be redeemable, at the option of the Corporation,
at any time in whole or from time to time in part, upon not less than 30
and not more than 60 days' notice mailed to each holder of Notes to be
redeemed at the holder's address appearing in the Register, on any date
prior to maturity at a price equal to 100% of the principal amount thereof
plus accrued interest to the Redemption Date (subject to the right of
holders of record on the relevant record date to receive interest due on
an interest payment date that is on or prior to the Redemption Date) plus
a Make-Whole Premium (as defined below), if any (the "Redemption Price").
In no event shall the Redemption Price ever be less than 100% of the
principal amount of the Notes plus accrued interest to the Redemption
Date.
"Make-Whole Premium" with respect to the Notes (or portion thereof) to be
redeemed shall be equal to the excess, if any, of:
<PAGE>
(i) the sum of the present values, calculated as of the Redemption
Date, of:
(A) each interest payment that, but for such redemption, would
have been payable on the Note (or portion thereof) being redeemed on
each Interest Payment Date occurring after the Redemption Date
(excluding any accrued interest for the period prior to the
Redemption Date); and
(B) the principal amount that, but for such redemption, would
have been payable at the final maturity of the Note (or portion
thereof) being redeemed;
over
(ii) the principal amount of the Note (or portion thereof) being
redeemed plus accrued and unpaid interest to the date of determination.
The present values of interest and principal payments referred to in
clause (i) above shall be determined in accordance with generally accepted
principles of financial analysis. Such present values shall be calculated by
discounting the amount of each payment of interest or principal from the date
that each such payment would have been payable, but for the redemption, to the
Redemption Date at a discount rate equal to the Treasury Yield (as defined
below) plus 37.5 basis points.
The Make-Whole Premium shall be calculated by an independent investment
banking institution of national standing appointed by the Corporation; provided,
that if the Corporation fails to make such appointment at least 45 Business Days
prior to the Redemption Date, or if the institution so appointed is unwilling or
unable to make such calculation, such calculation shall be made by Credit Suisse
First Boston Corporation, or, if such firm is unwilling or unable to make such
calculation, by an independent investment banking institution of national
standing appointed by the Trustee (in any such case, an "Independent Investment
Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield" means
a rate of interest per annum equal to the weekly average yield to maturity of
United States Treasury Notes that have a constant maturity that corresponds to
the remaining term to maturity of the Notes to be redeemed, calculated to the
nearest 1/12th of a year (the "Remaining Term"). The Treasury Yield shall be
determined as of the third Business Day immediately preceding the applicable
Redemption Date.
The weekly average yields of United States Treasury Notes shall be
determined by reference to the most recent statistical release published by the
Federal Reserve Bank of New York and designated "H.15(519) Selected Interest
Rates" or any successor release (the "H.15 Statistical Release"). If the H.15
Statistical Release sets forth a weekly average yield for United States Treasury
Notes having a constant maturity that is the same
<PAGE>
as the Remaining Term, then the Treasury Yield shall be equal to such weekly
average yield. In all other cases, the Treasury Yield shall be calculated by
interpolation, on a straight-line basis, between the weekly average yields on
the United States Treasury Notes that have a constant maturity closest to and
greater than the Remaining Term and the United States Treasury Notes that have a
constant maturity closest to and less than the Remaining Term (in each case as
set forth in the H.15 Statistical Release). Any weekly average yields so
calculated by interpolation shall be rounded to the nearest 1/100th of 1%, with
any figure of 1/200% or above being rounded upward. If weekly average yields for
United States Treasury Notes are not available in the H.15 Statistical Release
or otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
If less than all of the Notes are to be redeemed, the Trustee shall select
the Notes to be redeemed by such method as the Trustee shall deem fair and
appropriate. The Trustee may select for redemption Notes and portions of Notes
in amounts of $1,000 or integral multiples of $1,000.
(7) The Corporation shall have no sinking fund or analogous obligations in
respect of the Notes.
(8) The Notes shall be issued in denominations of $1,000 or any integral
multiple of $1,000 in excess of $1,000.
(9) Principal of, premium, if any, and interest on the Notes shall be
payable in Dollars.
(10) The Corporation shall not elect to have payments of principal of,
premium, if any, or interest on the Notes made in a currency other than that in
which the Notes are denominated or designated to be payable; the Notes may be
satisfied and discharged only as provided in Article 4 of the Indenture.
(11) Amounts of payments of principal of, premium, if any, and interest
shall not be payable on the Notes with reference to an index, formula or other
similar method.
(12) Upon a declaration of acceleration of the Notes, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture. Upon (i) payment of the amount of principal so declared due
and payable, (ii) payment of interest on any overdue principal and overdue
interest (in each case to the extent that the payment of such interest shall be
legally enforceable) and (iii) the occurrence of certain other events as set
forth in the Indenture, all of the Corporation's and the Guarantor's obligations
in respect of the payment of the principal of and interest, if any, on the Notes
shall terminate.
(13) Interest on any Note shall be payable to the Person in whose name
such Note is registered at the close of business on the Regular Record Date for
such interest, pursuant to Section 3.7 of the Indenture; interest payable on a
temporary or permanent global Note
<PAGE>
shall be paid only as provided in Section 2.3 and Section 3.4 of the Indenture,
as applicable.
(14) There are no special rights that may be granted to Holders upon the
occurrence of particular events.
(15) There are no deletions from, modifications of or additions to the
Events of Default set forth in Section 5.1 of the Indenture or covenants of the
Corporation and/or the Guarantor set forth in Article 9 of the Indenture.
(16) The Notes shall be issued as Registered Securities.
(17) The global notes representing the Notes shall be dated the date of
original issuance of the Notes.
(18) The Notes are not subject to defeasance or covenant defeasance.
(19) The Registrar and Paying Agent shall be initially State Street Bank
and Trust Company.
(20) No warrants shall be issued by the Corporation or the Guarantor in
connection with, or for the purchase of, the Notes.
(21) Initially, there shall be no Exchange Rate Agent.
(22) The Notes shall be issued in fully registered form, without coupons,
and represented, as to each such series, by one or more permanent global notes;
the initial depositary for the Notes shall be The Depository Trust Company
("DTC"), and the Notes shall be registered in the name of Cede & Co. as a
nominee of DTC; and as provided in the Indenture and subject to certain
limitations therein set forth, the Notes are exchangeable for a like aggregate
principal amount of Notes of the same series of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
(23) Bearer Securities in respect of the Notes shall not be issued.
(24) Other terms of the Notes are as follows:
(a) The price at which the Notes shall be sold to the Credit Suisse
First Boston Corporation, as underwriter, pursuant to the Underwriting
Agreement dated April 1, 1999 among Northwest, the Guarantor and Credit
Suisse First Boston Corporation, shall be 98.587% of their aggregate
principal amount, and the initial price at which the Notes will be sold to
the public shall be at varying percentages of their principal amount
reoffered by the Underwriter, from time to time, in one or more
transactions but, in no event, less than 98.76% of their aggregate
principal amount; and
<PAGE>
(b) As provided in the Indenture and subject to certain limitations
set forth therein, the obligation of the Corporation to pay principal of,
and interest on, the Notes is unconditionally guaranteed on a senior
unsecured basis pursuant to the Guarantee endorsed thereon by the
Guarantor.
(c) The Notes shall be signed on behalf of the Corporation by any
Co-Chairman, President, Executive Vice President, Senior Vice President,
Vice President, Treasurer or Assistant Treasurer of the Corporation and
attested by its Secretary or any of its Assistant Secretaries, provided
that the signature of any such officer may be, but need not be, a
facsimile signature imprinted or otherwise reproduced on the Notes, and
for that purpose the Corporation has adopted as binding upon it the
facsimile signature of any present or future Co-Chairman, President,
Executive Vice President, Senior Vice President, Vice President, Treasurer
or Assistant Treasurer, Secretary or Assistant Secretary of the
Corporation, notwithstanding the fact that at the time the Notes shall be
authenticated or delivered or disposed of such individual shall have
ceased to hold such position with the Corporation; and, in case any of the
above-named officers of the Corporation whose facsimile signature shall
appear on any of the Notes shall cease to hold such office before the
Notes have been authenticated and delivered or disposed of by the
Corporation, such Notes nevertheless may be authenticated and delivered or
disposed of and such Notes shall be valid as though such person had not
ceased to hold such position with the Corporation; and any such Notes as
shall have been so authenticated, delivered or disposed of have been
adopted by the Corporation as its binding obligations.
(d) The Notes shall be in substantially the form set forth in
Exhibit A attached hereto, with such changes and modifications as the
Authorized Officers executing the same shall approve, such approval to be
conclusively evidenced by such execution, and the Trustee's Certificate of
Authentication shall be as set forth in the Indenture.
(e) The terms and conditions of the Notes not otherwise specified
herein or in the form of each of the Notes shall be as specified in the
Indenture; provided, however, that, to the extent that any provision
herein with respect to the Notes is inconsistent with any provision in the
Indenture, the provisions enumerated herein shall control; and provided
further, however, that, notwithstanding the above, the terms of the Notes
enumerated herein are subject to, and qualified in their entirety by
reference to, the Trust Indenture Act of 1939, as amended.
<PAGE>
Exhibit B to Exhibit 4(a)(2)
FORM OF THE NOTE
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO NORTHWEST
AIRLINES, INC. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT,
AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
BUT NOT IN PART, BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE THEREOF TO DTC OR
ANOTHER NOMINEE THEREOF OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR
SUCH SUCCESSOR'S NOMINEE, UNLESS AND UNTIL THIS SECURITY IS EXCHANGED IN WHOLE
OR IN PART FOR SECURITIES IN DEFINITIVE FORM AND TRANSFERS IN PART OF THIS
GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN THE INDENTURE HEREINAFTER REFERRED TO.
Registered Principal Amount: $200,000,000
No. CR-1 CUSIP No.: 667281 AN 9
NORTHWEST AIRLINES, INC.
8.52% Notes due 2004
GUARANTEED AS TO PAYMENT OF PRINCIPAL,
PREMIUM, IF ANY, AND INTEREST BY
NORTHWEST AIRLINES CORPORATION
7. Principal and Interest. NORTHWEST AIRLINES, INC., a corporation duly
organized and existing under the laws of the State of Minnesota (herein called
the "Company", which term includes any successor corporation under the Indenture
hereinafter referred to), for value received, hereby promises to pay to CEDE &
CO., or registered assigns, the principal sum of TWO HUNDRED MILLION DOLLARS
($200,000,000) on April 7, 2004, and to pay interest thereon from April 7, 1999
or from the most recent Interest Payment Date to which interest has been paid or
duly provided for, on April 7 and October 7 (each an "Interest
<PAGE>
Payment Date") in each year, commencing October 7, 1999 at the rate of 8.52% per
annum until the principal hereof is paid or made available for payment. Interest
will be computed on the basis of a 360 day year of twelve 30 day months. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more predecessor Securities) is registered at the
close of business on the twenty-first day of the month next preceding such
interest payment date, which shall be the twenty-first day of March or the
twenty-first day of September (whether or not a Business Day), as the case may
be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for will forthwith cease to be payable to the
Holder on such Regular Record Date and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such Defaulted
Interest to be fixed by STATE STREET BANK AND TRUST COMPANY, notice whereof
shall be given to Holders of Securities of this series not less than 10 days
prior to such Special Record Date, or be paid on a specified date in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Securities of this series may be listed, and upon such notice as
may be required by such exchange, all as more fully provided in said Indenture.
8. Indenture. This Security is one of a duly authorized series of
securities of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an indenture, dated as of March 1, 1997 (the
"Original Indenture") among the Company, Northwest Airlines Holdings Corporation
(as successor of Northwest Airlines Corporation, "Old NWA Corp."), as guarantor,
and State Street Bank and Trust Company, as trustee (the "Trustee"), as
supplemented by a Supplemental Indenture, dated as of November 20, 1998 among
the Company, as issuer, Northwest Airlines Corporation (as successor to
Northwest Airlines Holdings Corporation, "NWA Corp."), Old NWA Corp. and the
Trustee (the "First Supplemental Indenture") and by a Second Supplemental
Indenture dated as of February 25, 1999 (the "Second Supplemental Indenture"
and, together with the Original Indenture and the First Supplemental Indenture,
the "Indenture") among the Company, NWA Corp., as guarantor (the "Guarantor"),
Old NWA Corp. and the Trustee, and with respect to which, the terms of this
Security were established pursuant to the Officers' Certificate delivered
pursuant to Section 3.1 of the Indenture and dated the date hereof, to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.
This Security is one of the series designated as the "8.52% Notes due
2004" of the Company, limited in aggregate principal amount to $200,000,000. The
Securities are unsecured obligations of the Company and rank pari passu with all
unsecured and unsubordinated obligations of the Company.
The terms of the Securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended (15 U.S.C. sections 777aaa-777bbbb) (the "TIA"), as in effect
on the date of the Indenture (except as otherwise indicated in the Indenture).
Notwithstanding anything to the contrary herein, the Securities are
<PAGE>
subject to all such terms, and holders of Securities are referred to the
Indenture and the TIA for a statement of them.
9. Method of Payment. Payment of the principal of, premium, if any, and
interest on each of the Securities shall be payable at the office or agency of
the Company to be maintained in the City of New York; provided, however, that
payments of principal, premium or interest on the Securities may be made, at the
option of the Company or the Guarantor, as the case may be, by check mailed to
the address of the person entitled thereto as of the Regular Record Date and as
shown on the Register or by wire transfer to an account located in the United
States designated by the holder of such Security. Principal of, premium, if any,
and interest on the Securities shall be payable in Dollars.
10. Registrar and Paying Agent. The Registrar and Paying Agent shall be
initially STATE STREET BANK AND TRUST COMPANY.
11. Optional Redemption. The Securities shall be redeemable, at the option
of the Company, at any time in whole or from time to time in part, upon not less
than 30 and not more than 60 days' notice mailed to each holder of Securities to
be redeemed at the holder's address appearing in the Register, on any date prior
to maturity at a price equal to 100% of the principal amount thereof plus
accrued interest to the Redemption Date (subject to the right of holders of
record on the relevant record date to receive interest due on an interest
payment date that is on or prior to the Redemption Date) plus a Make-Whole
Premium (as defined below), if any (the "Redemption Price"). In no event shall
the Redemption Price ever be less than 100% of the principal amount of the
Securities plus accrued interest to the Redemption Date.
"Make-Whole Premium" with respect to the Securities (or portion
thereof) to be redeemed shall be equal to the excess, if any, of:
(i) the sum of the present values, calculated as of the
Redemption Date, of:
(A) each interest payment that, but for such redemption,
would have been payable on the Security (or portion thereof)
being redeemed on each Interest Payment Date occurring after
the Redemption Date (excluding any accrued interest for the
period prior to the Redemption Date); and
(B) the principal amount that, but for such redemption,
would have been payable at the final maturity of the Security
(or portion thereof) being redeemed;
over
(ii) the principal amount of the Security (or portion thereof)
being redeemed plus accrued and unpaid interest to the date of
determination.
<PAGE>
The present values of interest and principal payments referred to in
clause (i) above shall be determined in accordance with generally accepted
principles of financial analysis. Such present values shall be calculated
by discounting the amount of each payment of interest or principal from
the date that each such payment would have been payable, but for the
redemption, to the Redemption Date at a discount rate equal to the
Treasury Yield (as defined below) plus 37.5 basis points.
The Make-Whole Premium shall be calculated by an independent
investment banking institution of national standing appointed by the
Company; provided, that if the Company fails to make such appointment at
least 45 Business Days prior to the Redemption Date, or if the institution
so appointed is unwilling or unable to make such calculation, such
calculation shall be made by CREDIT SUISSE FIRST BOSTON CORPORATION, or,
if such firm is unwilling or unable to make such calculation, by an
independent investment banking institution of national standing appointed
by the Trustee (in any such case, an "Independent Investment Banker").
For purposes of determining the Make-Whole Premium, "Treasury Yield"
means a rate of interest per annum equal to the weekly average yield to
maturity of United States Treasury Notes that have a constant maturity
that corresponds to the remaining term to maturity of the Securities to be
redeemed, calculated to the nearest 1/12th of a year (the "Remaining
Term"). The Treasury Yield shall be determined as of the third Business
Day immediately preceding the applicable Redemption Date.
The weekly average yields of United States Treasury Notes shall be
determined by reference to the most recent statistical release published
by the Federal Reserve Bank of New York and designated "H.15(519) Selected
Interest Rates" or any successor release (the "H.15 Statistical Release").
If the H.15 Statistical Release sets forth a weekly average yield for
United States Treasury Notes having a constant maturity that is the same
as the Remaining Term, then the Treasury Yield shall be equal to such
weekly average yield. In all other cases, the Treasury Yield shall be
calculated by interpolation, on a straight-line basis, between the weekly
average yields on the United States Treasury Notes that have a constant
maturity closest to and greater than the Remaining Term and the United
States Treasury Notes that have a constant maturity closest to and less
than the Remaining Term (in each case as set forth in the H.15 Statistical
Release). Any weekly average yields so calculated by interpolation shall
be rounded to the nearest 1/100th of 1%, with any figure of 1/200% or
above being rounded upward. If weekly average yields for United States
Treasury Notes are not available in the H.15 Statistical Release or
otherwise, then the Treasury Yield shall be calculated by interpolation of
comparable rates selected by the Independent Investment Banker.
If less than all of the Securities are to be redeemed, the Trustee
shall select the Securities to be redeemed by such method as the Trustee
shall deem fair and appropriate. The Trustee may select for redemption
Securities and portions of Securities in amounts of $1,000 or integral
multiples of $1,000.
<PAGE>
12. Sinking Fund. The Company shall have no sinking fund or analogous
obligations in respect of the Securities.
13. Discharge and Defeasance. The Securities are not subject to defeasance
or covenant defeasance.
14. Denominations; Transfers; Exchange. The Securities are in fully
registered form, without coupons, in denominations of $1,000 or any integral
multiple of $1,000 in excess of $1,000. A Holder may register transfers of or
exchange securities in accordance with the Indenture. No service charge shall be
made for any such registration of transfer or exchange, but the Company may
require payment of a sum sufficient to cover any tax or other governmental
charge payable in connection therewith. Prior to due presentment of this
Security for registration of transfer, the Company, the Trustee and any agent of
the Company or the Trustee may treat the Person in whose name this Security is
registered as the owner hereof for all purposes, whether or not this Security be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.
15. Events of Default; Remedies. The Events of Default are as set forth in
Section 5.1 of the Indenture. If an Event of Default with respect to Securities
of this series shall occur and be continuing, the principal of the Securities of
this series may be declared due and payable in the manner and with the effect
provided in the Indenture. Upon a declaration of acceleration of the Securities,
the principal of the Securities may be declared due and payable in the manner,
and with the effect, provided in the Indenture.
16. Amendments and Waivers. The Indenture permits, with certain exceptions
as therein provided, that with the written consent of the Holders of not less
than a majority of the aggregate principal amount of the Outstanding Securities
of each series to be adversely affected thereby, the Company, the Guarantor and
the Trustee may enter into an indenture or indentures thereto to add any
provisions or to change or eliminate any provisions of the Indenture or any
other indenture supplemental thereto or to modify the rights of the Holders of
each such series. The Indenture also provides, with certain exceptions therein
provided, that the Holders of not less than a majority of the aggregate
principal amount of the Outstanding Securities of any series by notice to the
Trustee may waive on behalf of the Holders of all Securities of such series a
past Default or Event of Default with respect to that series and its
consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.
17. Obligations Absolute. No reference herein to the Indenture and no
provision of this Security or of the Indenture shall alter or impair the
obligation of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest (if any) on this Security at the
times, place and rate, and in the coin or currency, herein prescribed.
18. Guarantee. As provided in the Indenture and subject to certain
limitations set forth therein, the obligation of the Company to pay principal
of, and interest on, this Security
<PAGE>
is fully and unconditionally guaranteed on a senior basis pursuant to the
Guarantee endorsed hereon (the "Guarantee") by NORTHWEST AIRLINES CORPORATION,
the Guarantor. The Indenture provides that the Guarantor shall be released from
the Guarantee and that the holder hereof shall have no further claim against the
Guarantor upon compliance with certain conditions.
19. No Recourse Against Others. No recourse shall be had for the payment
of the principal of, or premium, if any, or interest on, this Security, or for
any claim based hereon or otherwise in respect hereof, or based on or in respect
of the Indenture, any indenture supplemental thereto or the Guarantee, against
any incorporator, stockholder, officer or director, as such, past, present or
future, of the Company, the Guarantor or of any successor corporation of either,
whether by virtue of any constitution, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability being,
by the acceptance hereof and as part of the consideration for the issue hereof,
expressly waived and released.
20. Defined Terms. All capitalized terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture.
21. Governing Law. THE INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
22. Successors and Assigns. All covenants and agreements of the Company in
the Indenture and the Securities shall bind its successors and assigns. All
agreements of the Trustee in the Indenture shall bind its successor.
23. Authentication. Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent, by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.
24. Abbreviations. Customary abbreviations may be used in the name of a
Holder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants
by the entireties), JT TEN (=joint tenants with rights of survivorship and not
as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors
Act).
25. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Securities, and the Trustee may use CUSIP
numbers in notices as a convenience to Holders. No representation is made as to
the accuracy of such numbers either as printed on the Securities or as contained
in any notice and reliance may be placed only on the other identification
numbers placed thereon.
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Security to be duly
executed and its corporate seal to be hereunto affixed and attested.
NORTHWEST AIRLINES, INC.
Dated: April , 1999 By:
-----------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President
and Chief Financial Officer
Attest:
------------------------------
Name: Michael L. Miller
Title: Assistant Secretary
The Guarantor has fully and unconditionally guaranteed, to the extent set
forth in the Indenture and subject to the provisions in the Indenture, the due
and punctual payment of each series of Securities issued thereunder. In case of
the failure of the Company punctually to make any such payment, the Guarantor
hereby agrees to cause such payment to be made punctually.
The obligations of the Guarantor to the Holders and to the Trustee
pursuant to the Guarantee are expressly set forth in Article Thirteen of the
Indenture and reference is hereby made to the Indenture for the precise terms of
the Guarantee.
IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly
executed and its corporate seal to be hereunto affixed and attested.
NORTHWEST AIRLINES CORPORATION
Dated: April , 1999 By:
-------------------------------------
Name: Mickey P. Foret
Title: Executive Vice President
and Chief Financial Officer
Attest:
--------------------------------
Name: Michael L. Miller
Title: Assistant Secretary
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the 8.52% Notes due 2004 described in the
within-mentioned Indenture.
STATE STREET BANK AND TRUST COMPANY,
as Trustee
By:
-------------------------------------
Name:
Title:
Dated: April 7, 1999
<PAGE>
************************
TRANSFER NOTICE
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto ______________________________________________
(Please insert Social Security, Taxpayer Identification No. or other identifying
number of Assignee)
________________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
Assignee)
________________________________________________________________________________
the within Security of NORTHWEST AIRLINES, INC. (the "Company") and NORTHWEST
AIRLINES CORPORATION and does hereby irrevocably constitute and appoint
__________________ attorney to transfer the said Security on the books of the
Company, with full power of substitution in the premises.
Dated:___________________ ____________________________________
(The signature must be guaranteed by
an eligible institution member of the
medallion signature guarantee program.)
[NOTICE: The signature of this assignment must correspond with the name as
written upon the face of the within investment in every particular, without
alteration or enlargement or any change whatever.]
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of February 25, 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
<PAGE>
2
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.
<PAGE>
3
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 February
25, 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 February 25, 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.
<PAGE>
4
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.
<PAGE>
5
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:
/s/ Douglas M. Steenland
----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President, General
Counsel and Secretary
Address: 5101 Northwest Drive, St. Paul,
MN 55111-3034
NORTHWEST AIRLINES, INC.
By:
/s/ Douglas M. Steenland
----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President, General
Counsel and Secretary
NORTHWEST AIRLINES HOLDINGS
CORPORATION
(formerly Northwest Airlines Corporation)
By:
/s/ Douglas M. Steenland
----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice President, General
Counsel and Secretary
STATE STREET BANK AND TRUST
COMPANY
By:
/s/ Donald E. Smith
----------------------------------------
Name: Donald E. Smith
Title: Vice President
