<PAGE>
THIS DOCUMENT IS A COPY OF THE POST-EFFECTIVE AMENDMENT FILED ON JANUARY 20,
1999 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION.
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 20, 1999
REGISTRATION NO. 333-41579
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
<TABLE>
<S> <C>
NORTHWEST AIRLINES CORPORATION NORTHWEST AIRLINES, INC.
(FORMERLY NEWBRIDGE PARENT CORPORATION)
(Exact name of Registrant as specified in its charter)
DELAWARE MINNESOTA
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
4512 4512
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
41-1905580 41-0449230
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
</TABLE>
------------------------
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive office)
------------------------
DOUGLAS M. STEENLAND, ESQ.
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
NORTHWEST AIRLINES CORPORATION
2700 LONE OAK PARKWAY
EAGAN, MINNESOTA 55121
(612) 726-2111
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S AGENT FOR SERVICE)
COPY TO:
WILSON S. NEELY, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017-3954
(212) 455-2000
------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement number of the earlier effective registration
statement for the same offering. / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
- ------------------------
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
------------------------
The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
------------------------
EXPLANATORY NOTE
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3
This post-effective amendment is being filed pursuant to Rule 414 under the
Securities Act of 1933, as amended (the "Securities Act"), to reflect the
creation by Northwest Airlines Holdings Corporation (formerly Northwest Airlines
Corporation), a Delaware corporation ("Old NWA Corp."), of a new holding company
above Old NWA Corp. The creation of a new holding company was effected pursuant
to an Agreement and Plan of Merger (the "Merger Agreement") among Old NWA Corp.,
Northwest Airlines Corporation (formerly Newbridge Parent Corporation), a
Delaware corporation ("NWA Corp.") and Newbridge Merger Corporation, a Delaware
corporation and then wholly-owned subsidiary of NWA Corp. ("Newbridge Sub"). The
Merger Agreement provided for, among other things, the merger (the "Merger") of
Newbridge Sub with and into Old NWA Corp., with Old NWA Corp. as the surviving
corporation. Pursuant to Section 251(g) of the General Corporation Law of the
State of Delaware, stockholder approval of the Merger was not required.
As a result of the Merger, which became effective on November 20, 1998, Old
NWA Corp. became a direct wholly-owned subsidiary of NWA Corp. Concurrently with
the Merger, NWA Corp. entered into a supplemental indenture dated as of November
20, 1998 (the "Supplemental Indenture") to the indenture dated as of March 1,
1997, as supplemented (the "Indenture"), pursuant to which it (1) fully and
unconditionally guaranteed $150,000,000 aggregate principal amount outstanding
Notes due 2004, the $100,000,000 agggregate prinicpal amount outstanding Notes
due 2007, the $200,000,000 aggregate outstanding Notes due 2005 and the
$200,000,000 aggregate principal amount outstanding Notes due 2008
(collectively, the "Notes") previously issued by Northwest Airlines, Inc.
pursuant to this registration statement and (b) agreed to fully and
unconditionally guarantee all subsequent issuances of notes to be issued by
Northwest Airlines, Inc. under the Indenture. The guarantee by Old NWA Corp. of
the Notes remains outstanding. Future issuance of notes by Northwest Airlines,
Inc. under the Indenture will not be guaranteed by Old NWA Corp.
In accordance with Rule 414 under the Securities Act, NWA Corp., as
guarantor of all notes to be issued under this registration statement, hereby
expressly adopts this registration statement as its own for all purposes of the
Securities Act and the Securities Exchange Act of 1934, as amended.
The applicable registration fees were paid at the time of the original
filing of this registration statement.
2
<PAGE>
ITEM 16 EXHIBITS
The following Exhibits are files as part of the Registration Statement
hereby amended:
<TABLE>
<S> <C>
Exhibit 4(k) Supplemental Indenture among Northwest Airlines Corporation ("NWA Corp.")
Northwest Airlines Holdings Corporation ("Old NWA Corp.") Northwest Airlines,
Inc. and State Street Bank and Trust Company, as Trustee, dated November 20,
1998.
Exhibit 4(l) Form of Second Supplemental Indenture among NWA Corp., Old NWA Corp.,
Northwest Airlines, Inc. and State Street Bank and Trust Company, as Trustee.
</TABLE>
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registratant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Eagan, State of Minnesota,
on January 20, 1999.
<TABLE>
<S> <C> <C>
NORTHWEST AIRLINES CORPORATION
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Douglas M. Steenland
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ JOHN H. DASBURG Officer and Director
- ------------------------------ (Principal Executive January 20, 1999
John H. Dasburg Officer)
Executive Vice President
/s/ MICKEY P. FORET and Chief Financial
- ------------------------------ Officer (Principal January 20, 1999
Mickey P. Foret Financial Officer)
Vice President--Finance
/s/ ROLF S. ANDRESEN and Chief Accounting
- ------------------------------ Officer (Principal January 20, 1999
Rolf S. Andresen Accounting Officer)
/s/ GARY L WILSON
- ------------------------------ Chairman of the Board of January 20, 1999
Gary L Wilson Directors
/s/ RICHARD C. BLUM
- ------------------------------ Director January 20, 1999
Richard C. Blum
/s/ ALFRED A. CHECCHI
- ------------------------------ Director January 20, 1999
Alfred A. Checchi
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
- ------------------------------ Director January , 1999
Doris Kearns Goodwin
- ------------------------------ Director January , 1999
Marvin L. Griswold
/s/ DENNIS F. HIGHTOWER
- ------------------------------ Director January 20, 1999
Dennis F. Hightower
/s/ GEORGE J. KOURPIAS
- ------------------------------ Director January 20, 1999
George J. Kourpias
/s/ FREDERIC V. MALEK
- ------------------------------ Director January 20, 1999
Frederic V. Malek
/s/ WALTER F. MONDALE
- ------------------------------ Director January 20, 1999
Walter F. Mondale
/s/ V.A. RAVINDRAN
- ------------------------------ Director January 20, 1999
V.A. Ravindran
/s/ LEO M. VAN WIJK
- ------------------------------ Director January 20, 1999
Leo M. Van Wijk
- ------------------------------ Director January , 1999
Duane E. Woerth
</TABLE>
5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registratant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Eagan, State of Minnesota,
on January 20, 1999.
<TABLE>
<S> <C> <C>
NORTHWEST AIRLINES CORPORATION
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Douglas M. Steenland
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL
AND SECRETARY
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
President, Chief Executive
/s/ JOHN H. DASBURG Officer and Director
- ------------------------------ (Principal Executive January 20, 1999
John H. Dasburg Officer)
Executive Vice President
/s/ MICKEY P. FORET and Chief Financial
- ------------------------------ Officer (Principal January 20, 1999
Mickey P. Foret Financial Officer)
Vice President--Finance
/s/ ROLF S. ANDRESEN and Chief Accounting
- ------------------------------ Officer (Principal January 20, 1999
Rolf S. Andresen Accounting Officer)
/s/ GARY L WILSON
- ------------------------------ Chairman of the Board of January 20, 1999
Gary L Wilson Directors
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
<C> <S> <C>
/s/ RICHARD C. BLUM
- ------------------------------ Director January 20, 1999
Richard C. Blum
/s/ ALFRED A. CHECCHI
- ------------------------------ Director January 20, 1999
Alfred A. Checchi
- ------------------------------ Director January , 1999
Doris Kearns Goodwin
- ------------------------------ Director January , 1999
Marvin L. Griswold
/s/ DENNIS F. HIGHTOWER
- ------------------------------ Director January 20, 1999
Dennis F. Hightower
/s/ GEORGE J. KOURPIAS
- ------------------------------ Director January 20, 1999
George J. Kourpias
/s/ FREDERIC V. MALEK
- ------------------------------ Director January 20, 1999
Frederic V. Malek
/s/ WALTER F. MONDALE
- ------------------------------ Director January 20, 1999
Walter F. Mondale
/s/ V.A. RAVINDRAN
- ------------------------------ Director January 20, 1999
V.A. Ravindran
/s/ LEO M. VAN WIJK
- ------------------------------ Director January 20, 1999
Leo M. Van Wijk
- ------------------------------ Director January , 1999
Duane E. Woerth
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
- --------------- ----------------------------------------------------------------------------------- -----------------
<S> <C> <C>
Exhibit 4(k) Supplemental Indenture among Northwest Airlines Corporation ("NWA Corp.") Northwest
Airlines Holdings Corporation ("Old NWA Corp.") Northwest Airlines, Inc. and State
Street Bank and Trust Company, as Trustee, dated November 20, 1998.
Exhibit 4(l) Form of Second Supplemental Indenture among NWA Corp., Old NWA Corp., Northwest
Airlines, Inc. and State Street Bank and Trust Company, as Trustee.
</TABLE>
8
<PAGE>
EXHIBIT 4(K)
SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of November 20, 1998 (this
"Supplemental Indenture" or "Guarantee"), 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 7-7/8% 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, as of the date of this Supplemental Indenture, Newbridge Merger
Corporation, a wholly owned subsidiary of the New Guarantor, will merge with and
into the Original Guarantor, with the Original Guarantor as the surviving
corporation, in acordance with Section 251(g) of the General Corporation Law of
the State of Delaware and pursuant to the Agreement and Plan of Merger, dated as
of January 25, 1998 (as amended and restated, as of October 30, 1998, the
"Merger Agreement") among the Original Guarantor, the New Guarantor and
Newbridge Merger Corporation, and thereafter the Original Guarantor shall be a
wholly owned subsidiary of the New Guarantor; and
WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Holder of Securities, under
certain circumstances specified therein; and
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the 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>
ARTICLE II
AMENDMENT
SECTION 2.1 Section 1.1 of the Indenture is hereby amended by adding the
following defined term thereto in the appropriate alphabetical order:
"NEW GUARANTOR" means Northwest Airlines Corporation (formerly known as
Newbridge Parent Corporation), a Delaware corporation."
SECTION 2.2 The Indenture is hereby amended by adding thereto a new Article
13 thereto as follows:
ARTICLE 13
ADDITIONAL GUARANTEE OF SECURITIES
SECTION 13.1 UNCONDITIONAL GUARANTEE. The New Guarantor hereby
unconditionally guarantees to each Holder of a Security of any series
authenticated and delivered by the Trustee or Authenticating Agent, the due and
punctual payment of the principal of and premium, if any, and interest on, and
any Redemption Price with respect to, such Security, when and as the same shall
become due and payable, whether at maturity, by acceleration or redemption or
otherwise, in accordance with the terms of such Security and of the Indenture.
In case of the failure of the Company punctually to pay any such principal,
premium or interest payment or Redemption Price, the New Guarantor hereby agrees
to cause any such payment to be made punctually when and as the same shall
become due and payable, whether at maturity, upon acceleration or redemption or
otherwise, and as if such payment were made by the Company.
The New Guarantor hereby agrees that its obligations hereunder shall be as
principal and not merely as surety, and shall be absolute and unconditional,
irrespective of, and shall be unaffected by, any invalidity, irregularity or
failure to enforce the provisions of any such Security or the Indenture, or any
waiver, modification, consent or indulgence granted to the Company with respect
thereto (unless the same shall also be provided the New Guarantor), by the
Holder of such Security or the Trustee, the recovery of any judgment against the
Company or any action to enforce the same, or any other circumstances which may
otherwise constitute a legal or equitable discharge of a surety or guarantor.
The New Guarantor hereby waives diligence, presentment, demand of payment,
filing of claims with a court in the event of merger, insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Security or the indebtedness
evidenced thereby and all demands whatsoever, and covenants that this Guarantee
will not be discharged except by payment in full of the principal, premium, if
any, and interest on, and any Redemption Price in respect of, the Securities and
the complete performance of all other obligations contained in the Securities.
The New Guarantor hereby irrevocably agrees that any claim or other rights
that it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of the Company's obligations
under the Securities or the Indenture, including, without limitation, any right
of subrogation, reimbursement, exoneration, contribution, indemnification, any
right to participate in any claim or remedy of right arises in equity, or under
contract, statute or common law, including, without limitation, the right to
take or receive from the Company, directly or indirectly, in cash or other
property or by setoff or in any other manner, payment or security on account of
such claim or other rights, shall be subordinated and postponed in right of
payment to the prior payment and performance in full of all of the Company's
obligations under the Securities or the Indenture. If any amount shall be paid
to the New Guarantor in violation of the preceding sentence and the obligations
of the Company guaranteed by the New Guarantor pursuant hereto shall not have
been paid in full, such amount shall be deemed to have been paid to the New
Guarantor for the benefit of, and held in trust for the benefit of, theHolders
of Securities entitled to the benefit of this Guarantee, and shall forthwith be
paid to the Trustee. The New
10
<PAGE>
Guarantor acknowledges that it will receive direct and indirect benefits from
the issuance of the Securities and that the agreement set forth in this
paragraph is knowingly made in contemplation of such benefits."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 GOVERNING LAW. This Supplemental Indenture shall be governed by
the laws of the State of New York.
SECTION 3.2 SEVERABILITY CLAUSE. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.
SECTION 3.3 ENTIRE AGREEMENT. This Supplemental Indenture is intended by the
parties to be a final expression of their agreement in respect of the subject
matter contained herein and, together with the Indenture, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
SECTION 3.4 RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
SECTION 3.5 COUNTERPARTS. The parties hereto may sign one or more copies of
this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.
SECTION 3.6 HEADINGS. The headings of the Articles and the sections in this
Supplemental Indenture are for convenience of reference only and shall not be
deemed to alter or affect the meaning or interpretation of any provisions
hereof.
11
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
<TABLE>
<S> <C> <C>
NORTHWEST AIRLINES CORPORATION
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice--President
Address
NORTHWEST AIRLINES, INC.
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice--President
NORTHWEST AIRLINES HOLDINGS CORPORATION
By: /s/ DOUGLAS M. STEENLAND
-----------------------------------------
Name: Douglas M. Steenland
Title: Executive Vice--President
STATE STREET BANK AND TRUST COMPANY
By: /s/ DONALD E. SMITH
-----------------------------------------
Name: Donald E. Smith
Title: Vice--President
</TABLE>
12
<PAGE>
EXHIBIT 4(L)
SECOND SUPPLEMENTAL INDENTURE
This Second Supplemental Indenture, dated as of January , 1999 (this
"Supplemental Indenture"), among Northwest Airlines Corporation (formerly known
as Newbridge Parent Corporation), a Delaware corporation (the "New Guarantor"),
Northwest Airlines Holdings Corporation (formerly known as Northwest Airlines
Corporation), a Delaware corporation (the "Original Guarantor"), Northwest
Airlines, Inc., a Delaware corporation (together with its successors and
assigns, the "Company"), and State Street Bank and Trust Company, as Trustee
under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Company and the Trustee have heretofore executed and delivered
an Indenture, dated as of March 1, 1997 (as amended, supplemented, waived or
otherwise modified, the "Indenture");
WHEREAS, pursuant to the Indenture and resolutions of the Board of Directors
of the Company adopted on September 12, 1996 and March 13, 1997 and resolutions
of the Pricing Committee of the Board of Directors of the Company adopted on
March 13, 1997, the Company has issued an aggregate principal amount of
$150,000,000 of its 8.375% Notes due 2004 and $100,000,000 of its 8.70% Notes
due 2007 (the "2004 and 2007 Notes");
WHEREAS, pursuant to the Indenture and resolutions of the Board of Directors
of the Company adopted on January 28, 1997 and November 20, 1997 and resolutions
of the Pricing Committee of the Board of Directors of the Company, adopted on
February 26, 1998, the Company has issued an aggregate principal amount of
$200,000,000 of its 7-5/8% Notes due 2005 and an aggregate principal amount of
$200,000,000 of its 7-7/8% Notes due 2008 (the "2005 and 2008 Notes");
WHEREAS, the Original Guarantor has guaranteed the 2004 and 2007 Notes and
the 2005 and 2008 Notes;
WHEREAS, the New Guarantor, the Original Guarantor, the Company and the
Trustee have heretofore executed and delivered a supplemental indenture, dated
November 20, 1998 (the "First Supplemental Indenture"), pursuant to which the
New Guarantor guaranteed the 2004 and 2007 Notes, the 2005 and 2008 Notes and
all other Securities issued pursuant to the Indenture;
WHEREAS, the Company intends that with respect to the 2004 and 2007 Notes
and the 2005 and 2008 Notes the guarantees of the Original Guarantor and the New
Guarantor shall remain in effect; and
WHEREAS, the Company intends that all series of Securities issued pursuant
to the Indenture after the date hereof shall be guaranteed solely by the New
Guarantor; and
WHEREAS, pursuant to Section 8.1 of the Indenture, the Trustee and the
Company are authorized to execute and deliver this Supplemental Indenture to
amend the Indenture, without the consent of any Holder of Securities, under
certain circumstances specified therein; and
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the New
Guarantor, the Original Guarantor, the Company and the Trustee mutually covenant
and agree for the equal and ratable benefit of the holders of the Securities as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 DEFINED TERMS. As used in this Supplemental Indenture, terms
defined in the Indenture or in the preamble or recitals hereto are used herein
as therein defined, except that the term "Holders" in this Supplemental
Indenture shall refer to the term "Holders" as defined in the Indenture and the
Trustee acting on behalf or for the benefit of such holders. The words "herein,"
"hereof" and
<PAGE>
"hereby" and other words of similar import used in this Supplemental Indenture
refer to this Supplemental Indenture as a whole and not to any particular
section hereof.
ARTICLE II
AMENDMENT
SECTION 2.1 Section 1.1 of the Indenture is hereby amended by adding the
following section thereto: "(c) With respect to all series of Securities issued
after January , 1999, all references in this Indenture to the Guarantor
shall be references to the New Guarantor."
SECTION 2.2 Section 12 of the Indenture is hereby amended by adding the
following sentence at the end thereof:
"This Section 12 shall not be effective as to any series of Securities
issued after January , 1999."
ARTICLE III
MISCELLANEOUS
SECTION 3.1 GOVERNING LAW. This Supplemental Indenture shall be governed by
the laws of the State of New York.
SECTION 3.2 SEVERABILITY CLAUSE. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby and such provision shall be ineffective only to the extent of
such invalidity, illegality or unenforceability.
SECTION 3.3 ENTIRE AGREEMENT. This Supplemental Indenture is intended by the
parties to be a final expression of their agreement in respect of the subject
matter contained herein and, together with the Indenture, supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.
SECTION 3.4 RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Supplemental Indenture shall form a
part of the Indenture for all purposes, and every holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.
SECTION 3.5 COUNTERPARTS. The parties hereto may sign one or more copies of
this Supplemental Indenture in counterparts, all of which together shall
constitute one and the same agreement.
SECTION 3.6 HEADINGS. The headings of the Articles and the sections in this
Supplemental Indenture are for convenience of reference only and shall not be
deemed to alter or affect the meaning or interpretation of any provisions
hereof.
2
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
NORTHWEST AIRLINES CORPORATION
(formerly Newbridge Parent
Corporation)
By:___________________________________
Name:
Title:
Address:
NORTHWEST AIRLINES, INC.
By:___________________________________
Name:
Title:
NORTHWEST AIRLINES HOLDINGS
CORPORATION
(formerly Northwest Airlines
Corporation)
By:___________________________________
Name:
Title:
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
Name:
Title:
3
