-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vphwypxiv1YoCySuHzxfsUo52DORYyzfY+QAaMI2flOonSqEO6WmEcClv9/zYhac XvxebBTaML0ENwQao91H/Q== 0000903423-08-000905.txt : 20081110 0000903423-08-000905.hdr.sgml : 20081110 20081110170844 ACCESSION NUMBER: 0000903423-08-000905 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20081110 DATE AS OF CHANGE: 20081110 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DELTA AIR LINES INC /DE/ CENTRAL INDEX KEY: 0000027904 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 580218548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-12283 FILM NUMBER: 081176685 BUSINESS ADDRESS: STREET 1: HARTSFIELD ATLANTA INTL AIRPORT STREET 2: 1030 DELTA BLVD CITY: ATLANTA STATE: GA ZIP: 30354-1989 BUSINESS PHONE: 4047152600 MAIL ADDRESS: STREET 1: P.O. BOX 20706 STREET 2: DEPT 981 CITY: ATLANTA STATE: GA ZIP: 30320-6001 FORMER COMPANY: FORMER CONFORMED NAME: DELTA AIR CORP DATE OF NAME CHANGE: 19660908 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Air Line Pilots Association, International CENTRAL INDEX KEY: 0001449143 IRS NUMBER: 360710830 STATE OF INCORPORATION: XX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1625 MASSACHUSETTS AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 703-689-2270 MAIL ADDRESS: STREET 1: 1625 MASSACHUSETTS AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20036 SC 13D 1 alpa-13d_1030.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Delta Air Lines, Inc.

(Name of Issuer)

Common Stock

Par value $0.0001 per share

(Title of Class of Securities)

247361702

(CUSIP Number)

Air Line Pilots Association, International

1625 Massachusetts Ave, N.W.

Washington, DC 20036

Attn: Jalmer D. Johnson

(703) 689-2270

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 29, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box[ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No: 247361702 13D
1	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Air Line Pilots Association, International
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS SC (See Item 3)
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)[ ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Washington, D.C.
NUMBER OF SHARES		7	SOLE VOTING POWER 0
BENEFICIALLY OWNED BY		8	SHARED VOTING POWER (See Item 5)
EACH REPORTING PERSON		9	SOLE DISPOSITIVE POWER 0
WITH		10	SHARED DISPOSITIVE POWER (See Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.8% (See Item 5)
14	TYPE OF REPORTING PERSON OO

Item 1.

Security and Issuer.

This statement on Schedule 13D relates to common stock, par value $0.0001 per share (“Common Stock”), of Delta Air Lines, Inc. (“Delta” or the “Issuer”). The Issuer has its principal offices at P.O. Box 20706, Atlanta, Georgia 30320-6001.

Item 2.

Identity and Background.

This Schedule 13D is filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Air Line Pilots Association, International (“ALPA” or the “Reporting Person”). ALPA is an unincorporated association and a “representative” as that term is defined under 45 U.S.C. §151 Sixth of the Railway Labor Act. ALPA is the exclusive bargaining representative of approximately 55,000 pilots at 37 U.S. and Canadian air carriers. ALPA is the bargaining representative for the approximate 7,350 pilots employed by Delta and for the approximate 5,200 pilots employed by Northwest Airlines, Inc. (“Northwest Airlines”), a wholly owned subsidiary of Northwest Airlines Corporation (“Northwest”). Founded in 1931, ALPA is affiliated with the American Federation of Labor - Congress of Industrial Organizations and the Canadian Labour Congress. ALPA’s headquarters is located at 1625 Massachusetts Ave, N.W., Washington, DC 20036.

ALPA is governed by its Constitution and By-Laws. This Constitution provides that ALPA’s President is the union’s chief executive officer with supervisory authority over its affairs and activities. Under the ALPA Constitution, a Master Executive Council (“MEC”) is the ALPA coordinating body for the ALPA-represented pilots at a particular airline. An MEC is composed of pilot representatives from each location where the airline has a base, plus three or four MEC officers, including an MEC Chairman. Each MEC’s authority is governed by, among other things, ALPA’s Constitution and Bylaws.

During the last five years, ALPA has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation by ALPA with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

As described in response to Item 4, on June 27, 2008, ALPA, the Delta Master Executive Council (“Delta MEC”), the Northwest Airlines Master Executive Council (“Northwest MEC”) and Delta entered into the Transaction Framework Agreement (the “TFA”), pursuant to which Delta agreed to issue, subject to the conditions contained therein, and other agreements set forth in the TFA, (a) for the benefit of pilots on the Delta seniority list as of 12:01 a.m. New York time on the day following the date of the closing of the Merger (as defined below) (such pilots, the “Delta Pilot Group”), a number of shares of Common Stock equal to 3.5% of the outstanding equity capitalization of Delta determined on a fully-diluted basis as described in the TFA (“Delta Pilot Shares”), and (b) for the benefit of pilots on the Northwest Airlines seniority list as of 12:01 a.m. New York time on the day following the date of the

closing of the Merger (such pilots, the “Northwest Pilot Group” and, collectively with the Delta Pilot Group, the “Eligible Pilots”), a number of shares of Common Stock equal to 2.38% of the outstanding equity capitalization of Delta determined on a fully-diluted basis as described in the TFA (“Northwest Pilot Shares” and, collectively with the Delta Pilot Shares, the “Pilot Shares”). Among other things, the TFA contemplates the parties’ entering into a new collective bargaining agreement in respect of the airline pilots employed by each of Delta and Northwest Airlines, effective as of 12:01 a.m. New York time on the day following the date of the closing of the Merger, subject to the terms and conditions contained in the TFA. The parties entered into such a new collective bargaining agreement, which was separately ratified by the pilots employed by Delta and the pilots employed by Northwest Airlines, and which became effective at 12:01 a.m. New York time on October 30, 2008.

In each case, for purposes of the TFA, the fully-diluted basis is calculated based on the “treasury stock method” of calculating diluted earnings per share under Statement of Financial Accounting Standards No. 128 after giving effect to, among other things, the issuance of Delta Common Stock to Northwest stockholders in connection with the Merger.

The TFA superseded a prior agreement among Delta, the Delta MEC and ALPA, dated as of April 14, 2008 (the “Original TFA”), providing for the issuance of the Delta Pilot Shares.

The merger among Delta, Nautilus Merger Corporation, a Delaware corporation and a wholly owned subsidiary of Delta, and Northwest, a Delaware corporation (the “Merger”), was consummated on October 29, 2008. The aggregate number of Delta Pilot Shares issuable pursuant to the TFA is expected to be between 29,366,166 and 29,501,333, the aggregate number of Northwest Pilot Shares is expected to be between 19,968,993 and 20,060,907 and the aggregate number of Pilot Shares is expected to be between 49,335,159 and 49,562,240. The Pilot Shares will be newly-issued Common Stock issued pursuant to the Delta 2007 Performance Compensation Plan, as described in Delta’s registration statement on Form S-4, declared effective by the Securities and Exchange Commission (“SEC”) on August 7, 2008, and the Form S-8 ( as defined below).

The TFA included as Exhibit 99.1 hereto is incorporated herein by reference and any description of the TFA contained herein is qualified in its entirety by reference to Exhibit 99.1. The Original TFA included as Exhibit 99.2 hereto is incorporated herein by reference and any description of the Original TFA contained herein is qualified in its entirety by reference to Exhibit 99.2.

Item 4.

Purpose of the Transaction.

In connection with the Merger, the TFA provides that Athena Advisory Group, LLC, financial advisor to the Delta Pilot Group and the Northwest Pilot Group (the “Designee”), may cause Delta to issue any or all of the Pilot Shares on one or more dates at or after the date of the closing of the Merger, upon reasonable written notice to Delta. For any such issuance, the Designee will determine whether to distribute such Pilot Shares directly to the Eligible Pilots or to sell such Pilot Shares in a registered offering and distribute the cash proceeds from such offering to the Eligible Pilots directly or via one or more trusts or other entities not required to be registered under the Investment Company Act of 1940 (the “Initial Holder”), to be determined by

the Delta MEC and the Northwest MEC, acting jointly, with the consent of Delta, not to be unreasonably withheld. If the Pilot Shares are sold through one or more registered offerings, the Pilot Shares will be issued and offered by Delta. The Pilot Shares or the cash proceeds from the sale thereof shall be distributed among the individual Eligible Pilots pursuant to allocation parameters set forth in the applicable collective bargaining agreement among Delta, ALPA, the Delta MEC and the Northwest MEC.

Pursuant to the TFA, Delta filed with the SEC a registration statement on Form S-8 on October 29, 2008 (the “Form S-8”), to register the issuance of the Pilot Shares (and the participants’ interests in the relevant plans) to permit the Pilot Shares to be distributed in kind to the Eligible Pilots and to be freely-transferable and has agreed to maintain the effectiveness of such registration statement for as long as necessary to permit such resales of such Pilot Shares by such holders.

In addition, at any time prior to, on or after the date of the closing of the Merger, the Designee may require Delta to file a shelf registration statement under the Securities Act of 1933 (the “Securities Act”) in respect of all or a portion of the Pilot Shares (a “Shelf Registration”) by delivering to Delta a written notice stating that such right is being exercised, specifying the number of Pilot Shares to be included in such shelf registration and describing the intended method of distribution thereof, which may include an underwritten offering. Upon receiving such a request, Delta has agreed to (i) use all reasonable efforts to file as promptly as reasonably practicable a shelf registration statement on Form S-3 (or any successor form) (the “Shelf Registration Statement”) to permit sale of the Pilot Shares for the benefit of the Eligible Pilots pursuant to one or more registered secondary offerings (which may include underwritten offerings) on or after the closing of the Merger (“Takedowns”), including, if eligible, filing such registration statement as an automatic shelf registration statement so that it is effective upon filing, (ii) after the filing of an initial version of the Shelf Registration Statement (other than an automatic Shelf Registration Statement), use all reasonable efforts to cause such registration statement to be declared effective under the Securities Act, and (iii) after the Shelf Registration Statement becomes effective, maintain its effectiveness under the Securities Act for not less than one year, subject to extension as provided in Exhibit A to the TFA. The Designee may request no more than three (3) Takedowns pursuant to the Sh elf Registration Statement (subject to the provisions of Exhibit A to the TFA) and the parties agree to comply with the registration procedures provided on Exhibit A to the TFA for any such Takedowns. At the request of the Designee, Delta is expected to file the Shelf Registration Statement with the SEC on or about November 12, 2008.

Subject to market conditions and other factors deemed relevant by the Designee from time to time, it is the current intention of the Designee to arrange for the sale of any or all of the Pilot Shares at any time or from time to time after the Shelf Registration Statement becomes effective.

In connection with entering into the TFA, Northwest, the Northwest MEC and ALPA have entered into the Ancillary Transaction Framework Agreement, dated as of June 26, 2008, (the “Ancillary TFA”) that provides for certain additional covenants and agreements in connection with and in furtherance of the transactions contemplated by the Merger. The Ancillary TFA included as Exhibit 99.3 hereto is incorporated herein by reference and any description of the Ancillary TFA contained herein is qualified in its entirety by reference to Exhibit 99.3.

In connection with the entry into the Original TFA, Delta and ALPA entered into amendments to the then-existing collective bargaining agreement governing the Delta Pilot Group at that time. Delta, the Delta MEC and ALPA also entered into a letter agreement dated as of April 14, 2008 (“Pilot Nomination Letter”) pursuant to which the Delta MEC may designate a member of Delta’s board of directors (the “Board”). The Delta MEC nominated and Delta appointed Mr. Kenneth C. Rogers to the Board on April 14, 2008. The TFA provides that, from and after the date of the closing of the Merger until such time as the Delta MEC and the Northwest MEC have been replaced by a new MEC for the pilots employed by both Delta and Northwest Airlines (the “Merged Company MEC”), the Delta MEC and the Northwest MEC will jointly exercise the right to nominate a member of the Board pursuant to the Pilot Nomination Letter.

The Pilot Nomination Letter included as Exhibit 99.4 hereto is incorporated herein by reference and any description of the Pilot Nomination Letter contained herein is qualified in its entirety by reference to Exhibit 99.4.

Except as set forth in this statement or the exhibits hereto, ALPA currently has no plans or proposals that relate to or that would result in any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D. However, ALPA reserves the right to formulate such plans or proposals regarding the Issuer, and to carry out any of the actions or transactions described in paragraphs (a) through (j) of Item 4 of the instructions to Schedule 13D, to the extent deemed advisable by ALPA.

Item 5.

Interest in Securities of the Issuer.

The aggregate number of Delta Pilot Shares issuable pursuant to the TFA is expected to be between 29,366,166 and 29,501,333, the aggregate number of Northwest Pilot Shares is expected to be between 19,968,993 and 20,060,907 and the aggregate number of Pilot Shares is expected to be between 49,335,159 and 49,562,240 (representing approximately 6.8% of the outstanding Common Stock based on the information provided by Delta). Therefore, ALPA may be deemed to beneficially own between 49,335,159 and 49,562,240 shares of Common Stock (representing approximately 6.8% of the outstanding Common Stock based on information provided to ALPA by Delta).

Because the Designee has the right under the TFA to make determinations with respect to the timing of the issuance and disposition of the Pilot Shares to be issued pursuant to the TFA, ALPA may be deemed to share investment power with respect to all such shares with the Designee. However, ALPA specifically disclaims any “group” relationship (within the meaning of Section 13(d)(3) of the Exchange Act) with the Designee with respect to the shares of Common Stock reported herein and disclaims beneficial ownership of any other shares of Common Stock that may be owned directly or indirectly by the Designee or its affiliates from time to time.

With respect to the shares that are allocable to the individual pilots making up the Delta Pilot Group and the Northwest Pilot Group, ALPA may be deemed to share investment and voting power with such individual pilots in respect of those shares allocable to such pilots.

The approximately 12,550 individual pilots who are members of either the Delta Pilot Group or the Northwest Pilot Group may have beneficial ownership of shares of Common Stock they individually hold directly or through retirement accounts, and may have participated in transactions during the past 60 days in respect of such shares. ALPA disclaims beneficial ownership of any such shares, and such shares are not included in the aggregate number of shares that may be deemed to be beneficially owned by ALPA.

As a result of the plan of reorganization of Delta, confirmed in connection with Delta’s emergence from bankruptcy in April 2007, individual members of the Delta Pilot Group may receive, in the aggregate, up to approximately 86,270 shares of Common Stock (or the proceeds from the sale thereof), based on current estimates, in respect of bankruptcy claims pursuant to the plan. Similarly, as a result of the plan of reorganization of Northwest, confirmed in connection with Northwest’s emergence from bankruptcy in May 2007, individual members of the Northwest Pilot Group may receive, in the aggregate, up to approximately 159,303 shares of common stock of Northwest (or the proceeds from the sale thereof), based on current estimates, in respect of bankruptcy claims pursuant to the plan (which, after the closing of the Merger, represent the right to receive in lieu thereof approximately 199,128 shares of Common Stock based on the exchange ratio specified in the merger agreement with respect to the Merger). In each case, ALPA disclaims beneficial ownership of such shares, and any such shares are not included in the aggregate number of shares that may be deemed to be beneficially owned by ALPA.

Except as described in this Schedule 13D, ALPA (i) does not beneficially own any shares of the Issuer and (ii) has not engaged in any transactions in the shares of the Issuer during the past 60 days.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The information set forth under Items 3, 4, and 5 and in Exhibits 99.1 to 99.4 attached hereto is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits.

EXHIBIT INDEX

Exhibit Number	Description

99.1*	Transaction Framework Agreement by and among Delta Air Lines, Inc., the Delta Master Executive Council and the Air Line Pilots Association, International, dated April 14, 2008
99.2**	Transaction Framework Agreement by and among Delta Air Lines, Inc., the Delta Master Executive Council, the Northwest Airlines Master Executive Council and the Air Line Pilots Association, International, dated June 27, 2008
99.3	Ancillary Transaction Framework Agreement by and among Northwest Airlines Corporation, the Northwest Airlines Master Executive Council and the Air Line Pilots Association, International, dated June 26, 2008
99.4***	Pilot Nomination Letter effective as of April 14, 2008

*Incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Issuer with the SEC on April 25, 2008.

**Incorporated by reference to Exhibit 10 to the Form 10-Q filed by the Issuer with the SEC on July 17, 2008.

***Incorporated by reference to Exhibit 10.2 to the Form 10-Q filed by the Issuer with the SEC on April 25, 2008.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

AIR LINE PILOTS ASSOCIATION, INTERNATIONAL

	/s/ Jalmer D. Johnson
	Name: Title:	Jalmer D. Johnson General Manager

EX-99.3 2 alpa13d-ex993_1030.htm

Exhibit 99.3

ANCILLARY TRANSACTION FRAMEWORK AGREEMENT

AMONG

NORTHWEST AIRLINES CORPORATION,

NORTHWEST AIRLINES, INC.,

NORTHWEST MASTER EXECUTIVE COUNCIL

AND

AIR LINE PILOTS ASSOCIATION, INTERNATIONAL

Dated as of June 26, 2008

Table of Contents

Page #

ARTICLE I

DEFINITIONS

SECTION 1.01.

Certain Defined Terms

ARTICLE II

COVENANTS

SECTION 2.01.	Consent to the new PWA.	1
SECTION 2.02.	Certain Restrictions	2
SECTION 2.03.	No Prejudice	2
SECTION 2.04.	Pilot Directors	2

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF NORTHWEST

SECTION 3.01.	Organization and Qualification	3
SECTION 3.02.	Authority for this Agreement; Board Action	3
SECTION 3.03.	Consents and Approvals; No Violation	3

ARTICLE IV

REPRESENTATIONSAND WARRANTIES OF ALPA AND THE NORTHWEST MEC

SECTION 4.01.	Authority for this Agreement	4
SECTION 4.02.	Consents and Approvals; No Violation	4

ARTICLE V

MISCELLANEOUS

SECTION 5.01.	Termination	4
SECTION 5.02.	Effect of Termination	4
SECTION 5.03.	Fees and Expenses	5
SECTION 5.04.	Indemnity	5
SECTION 5.05.	Amendment	5
SECTION 5.06.	Extension; Waiver; Remedies	6
SECTION 5.07.	Representations and Warranties	6
SECTION 5.08.	Entire Agreement; Assignment	6
SECTION 5.09.	Jurisdiction; Venue	6
SECTION 5.10.	Validity; Specific Performance	6

- i -

SECTION 5.11.	Capacity of the Northwest MEC	7
SECTION 5.12.	Notices	7
SECTION 5.13.	Governing Law	8
SECTION 5.14.	Descriptive Headings	8
SECTION 5.15.	Parties in Interest	8
SECTION 5.16.	Waiver	9
SECTION 5.17.	Counterparts	9

- ii -

ANCILLARY TRANSACTION FRAMEWORK AGREEMENT

ANCILLARY TRANSACTION FRAMEWORK AGREEMENT (this “Agreement”), dated as of June 26, 2008, by and among NORTHWEST AIRLINES CORPORATION, a Delaware corporation (“NWA”), NORTHWEST AIRLINES, INC., a Minnesota corporation (“Northwest Airlines” and collectively with NWA, “Northwest”), NORTHWEST MASTER EXECUTIVE COUNCIL (“Northwest MEC”) and the AIR LINE PILOTS ASSOCIATION, INTERNATIONAL (“ALPA”) (collectively, the “Parties”).

RECITALS

WHEREAS, NWA, Delta Air Lines, Inc., a Delaware corporation (“Delta”) and Nautilus Merger Corporation, a Delaware corporation and wholly owned subsidiary of Delta, have entered into an Agreement and Plan of Merger, dated April 14, 2008 (the “Merger Agreement”);

WHEREAS, Delta, the Delta Master Executive Council (“Delta MEC”), the Northwest MEC and ALPA are parties to that certain Transaction Framework Agreement, dated as of the date hereof (the “TFA”); and

WHEREAS, Northwest, the Northwest MEC and ALPA desire to make certain covenants and agreements in connection with and furtherance of the transactions contemplated by the Merger Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Certain Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in Article I of the TFA.

ARTICLE II

COVENANTS

SECTION 2.01. Consent to the new PWA. Northwest consents to the new PWA, which sets out, subject to pilot ratification and execution by the President of ALPA, the collective bargaining agreement that will apply to the Merged Company Pilots as of the DCC. Until the DCC, the Northwest Pilot Group will remain separate and covered by the Existing Northwest CBA, as it may be modified.

SECTION 2.02. Certain Restrictions. Northwest shall not, prior to the Merger Agreement Effective Date, swap or transfer orders or options for new aircraft existing prior to the Announcement Date with Delta. Between the date hereof and the DCC, no pilot on the Northwest seniority list as of the Announcement Date will be placed on furlough as a result of the Merger Agreement, except and only to the extent that a Force Majeure Event has occurred and is continuing during the period in which such furlough takes place and is the cause of any such furlough. For purposes of this Section 2.02, “Force Majeure Event” means an event (i) over which Northwest does not have control and (ii) which involuntarily prevents Northwest from conducting a substantial portion of its operations. Such event includes but is not limited to the grounding of a substantial number of Northwest’s aircraft by a government agency, unavailability of fuel to Northwest or a natural disaster with respect to Northwest, in each case involuntarily preventing Northwest from conducting a substantial portion of its operations.

SECTION 2.03. No Prejudice. (a) Northwest, ALPA, and the Northwest MEC agree that, if the new PWA does not become effective for the Merged Company Pilots or if the Merger is not consummated for any reason, this Agreement and the new PWA and any discussions, written or oral proposals or agreements or other communications (including any exchange of documents, exhibits and data) between each of them and their Representatives in connection with this Agreement or the new PWA shall be without prejudice to the position of any Party and shall not be referred to in any manner in any subsequent collective bargaining negotiation, nor in any grievance, System Board of Adjustment proceedings or any other legal proceeding regarding the interpretation, implementation, application or enforcement of the Existing Northwest CBA as in effect on the date hereof.

(b) This Section 2.03 shall survive the termination of this Agreement, including by consummation of the Merger, and is intended to benefit, and shall be enforceable by ALPA, the Northwest MEC and Northwest and their respective successors and legal representatives.

SECTION 2.04. Pilot Directors. Each of the Northwest MEC and ALPA agrees that (a) at or immediately prior to the Merger Agreement Effective Date, the Northwest MEC will cause the member of the Board of Directors of Northwest (the “Northwest Board”) who is a designee of the Northwest MEC to resign from the Northwest Board (effective no later than the Merger Agreement Effective Date), and (b) effective as of the Merger Agreement Effective Date, except as otherwise provided in Section 6.07(c) of the TFA, the right of the Northwest MEC to designate a member of the Northwest Board shall terminate and be of no further force or effect (and neither of the Northwest MEC or ALPA shall attempt to exercise such right from and after the Merger Agreement Effective Date).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF NORTHWEST

Northwest hereby represents and warrants to ALPA and the Northwest MEC as follows:

- 2 -

SECTION 3.01. Organization and Qualification. Northwest is a duly organized and validly existing entity in good standing under the Laws of its jurisdiction of organization, with all requisite entity power and authority to own its properties and conduct its business as currently conducted.

SECTION 3.02. Authority for this Agreement; Board Action. Northwest has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Northwest and the consummation by Northwest of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action of Northwest, and no other corporate proceedings on the part of Northwest and no stockholder votes are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Northwest, and, assuming due authorization, execution and delivery by each of the other Parties hereto constitutes a legal, valid and binding obligation of Northwest, enforceable against Northwest, in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

SECTION 3.03. Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by Northwest, nor the consummation of the transactions contemplated hereby will (i) violate or conflict with or result in any breach of any provision of the certificate of incorporation or bylaws of Northwest, (ii) conflict with or violate any order, writ, injunction, decree, judgment, determination, requirement, award, stipulation, statute, rule or regulation of any Governmental Entity applicable to Northwest, as the case may be, or any of its Subsidiaries or by which any of their respective assets are bound, or (iii) violate, conflict with or result in a breach of, or require any consent, waiver or approval under, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any note, bond, mortgage, lease, license, agreement, contract, indenture or other instrument or obligation to which Northwest or any of its Subsidiaries is a party or by which Northwest or any of its Subsidiaries or any of their respective assets are bound, except, in the cases of clauses (ii) or (iii), for any such violations, defaults, consents or breaches that do not or would not reasonably be expected to prohibit, delay, restrict or impair the ability of Northwest to consummate the transactions contemplated hereby in any material respect.

(b) The execution, delivery and performance of this Agreement by Northwest and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any foreign, federal, state or local government or subdivision thereof, or governmental, judicial, legislative, executive, administrative or regulatory authority, agency, commission, tribunal or body, except any such consents, approvals, authorizations or permits the failure of which to obtain does not or would not reasonably be expected to prohibit, delay, restrict or impair the ability of Northwest to consummate the transactions contemplated hereby in any material respect.

ARTICLE IV

- 3 -

REPRESENTATIONS AND WARRANTIES OF ALPA AND

THE NORTHWEST MEC

Each of ALPA and the Northwest MEC hereby severally, and not jointly, represent and warrant as of the date hereof as follows:

SECTION 4.01. Authority for this Agreement. It has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on its part. This Agreement has been duly and validly executed and delivered by it and, assuming due authorization, execution and delivery by the other Parties hereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

SECTION 4.02. Consents and Approvals; No Violation. (a) Neither the execution and delivery of this Agreement by it, nor the consummation of the transactions contemplated hereby will (i) violate or conflict with or result in any breach of any provision of its bylaws or similar governing documents, (ii) conflict with or violate any Law applicable to it, or (iii) violate, conflict with or result in a breach of, or require any consent, waiver or approval under, or result in a default or give rise to any right of termination, cancellation, modification or acceleration (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under, any of the terms, conditions or provisions of any Contract to which it is a party or by which any of its assets are bound, except, in the case of clauses (ii) or (iii), for any such violations, defaults, consents or breaches that do not or would not reasonably be expected to prohibit, delay, restrict or impair its ability to consummate the transactions contemplated hereby in any material respect.

(b) The execution, delivery and performance of this Agreement by it and the consummation of the transactions contemplated hereby do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except any such consents, approvals, authorizations or permits the failure of which to obtain does not or would not reasonably be expected to prohibit, delay, restrict or impair the ability of such parties to consummate the transactions contemplated hereby in any material respect.

ARTICLE V

MISCELLANEOUS

SECTION 5.01. Termination. This Agreement shall terminate automatically in the event of and simultaneously upon the termination of the TFA in accordance with its terms.

SECTION 5.02. Effect of Termination. If this Agreement is terminated pursuant to Section 5.01, then this Agreement, except for the provisions of Section 2.03 and

- 4 -

Article V, shall forthwith become void and have no effect, without any liability on the part of any Party or its directors, officers, stockholders or members or other affiliates or related parties. Notwithstanding the foregoing, no Party shall be relieved or released from any liabilities or damages for any willful and material breach hereof.

SECTION 5.03. Fees and Expenses. Whether or not the Merger is consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such costs and expenses, except as provided in Section 6.03 of the TFA or as otherwise agreed in writing between Northwest and the Northwest MEC.

SECTION 5.04. Indemnity. Northwest agrees to indemnify and hold harmless, to the fullest extent permitted by law, the Delta MEC, the Northwest MEC, the Merged Company MEC, ALPA, the Initial Holder, the Designee and each of their respective Affiliates, members, officers, directors, employees, advisors and agents, including the Merged Company Pilots (each, an “Indemnitee”) from and against any and all losses, suits, claims, damages, costs and expenses, including legal fees and expenses to the extent set forth below (each, a “Claim”), relating to or arising out of the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby asserted or brought by one or more stockholders of Northwest in their capacities as such or by any employees of Northwest other than employees represented by ALPA (except ALPA-represented employees in their capacities as stockholders of Northwest); provided that Northwest shall not be required to indemnify an Indemnitee hereunder to the extent such Claim results from the gross negligence or willful misconduct of any such Indemnitee or to the extent such Claim results from any material misstatement or omission in any information provided by or on behalf of any Indemnitee for filing with any governmental authority. Any Indemnitee entitled to indemnification hereunder shall give prompt written notice to Northwest of any Claim with respect to which it seeks indemnification hereunder; provided that any delay or failure to so notify Northwest shall relieve Northwest of its obligations hereunder with respect to such Claim only to the extent that it is actually and materially prejudiced by such delay or failure. Northwest shall have the right to assume and control the defense of any such Claim with counsel reasonably satisfactory to the Indemnitee; provided that Northwest has not and is not contesting the Indemnitee's rights to indemnification hereunder. The Indemnitee may select and employ separate counsel to participate in the defense of such Claim (which separate counsel shall be retained at the expense of the Indemnitee unless Northwest shall have failed to assume the defense of such Claim within a reasonable period of time after notice of the Claim). If Northwest assumes the defense of any such Claim, it shall have the right to settle such Claim without the consent of the Indemnitees so long as such settlement does not include any injunctive relief against an Indemnitee, and Northwest shall not consent to the entry of a judgment or a settlement of any such Claim that does not include an unconditional release from all liability in respect of such Claim for the benefit of the Indemnitees without their prior written consent not to be unreasonably withheld.

SECTION 5.05. Amendment. This Agreement may not be amended, changed, supplemented or otherwise modified except by an instrument in writing signed on behalf of all of the Parties.

- 5 -

SECTION 5.06. Extension; Waiver; Remedies. (a) At any time prior to the termination of this Agreement, each Party hereto may (i) extend the time for the performance of any of the obligations or other acts of any other Party hereto, (ii) waive any inaccuracies in the representations and warranties contained herein by any other Party or in any document, certificate or writing delivered pursuant hereto by any other Party, or (iii) waive compliance by any other Party with any of the agreements or conditions contained herein. Any agreement on the part of any Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party against which such waiver or extension is to be enforced.

(b) The failure of any Party hereto to exercise any rights, power or remedy provided under this Agreement, or to insist upon compliance by any other Party hereto with its obligations hereunder, and any custom or practice of the Parties at variance with the terms hereof, shall not constitute a waiver by such Party of its right to exercise any such or other right, power or remedy or to demand such compliance.

SECTION 5.07. Representations and Warranties. The representations and warranties made in Articles III and IV or any instrument delivered pursuant to this Agreement shall not survive beyond the Merger Agreement Effective Date. Each covenant or agreement of the Parties in this Agreement shall not survive beyond the Merger Agreement Effective Date, other than any covenant or agreement that by its terms contemplates performance after the Merger Agreement Effective Date.

SECTION 5.08. Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the Parties with respect thereto. This Agreement shall not be assigned by any Party by operation of Law or otherwise without the prior written consent of the other Parties.

SECTION 5.09. Jurisdiction; Venue. Each of the Parties hereto (a) consents to submit itself to the personal jurisdiction of any federal court located in the State of Delaware or the Court of Chancery of the State of Delaware in and for New Castle County Delaware, in the event any dispute arises out of this Agreement or any transaction contemplated by this Agreement, (b) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it will not bring any action relating to this Agreement or any transaction contemplated by this Agreement in any court other than any such court, (d) agrees that this Agreement will not be subject to the grievance and/or System Board of Adjustment procedures of the Existing Northwest CBA or the new PWA, as each may be amended, and (e) waives any right to trial by jury with respect to any action related to or arising out of this Agreement or any transaction contemplated by this Agreement. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any proceeding arising out of this Agreement in any such court, and hereby further irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such proceeding brought in any such court has been brought in an inconvenient forum.

SECTION 5.10. Validity; Specific Performance. (a) If any term or other provision of this Agreement is held to be invalid, illegal or incapable of being enforced by any

- 6 -

Law or public policy in any jurisdiction, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect and shall not be affected thereby, so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced in any jurisdiction, this Agreement will be reformed, construed and enforced in such jurisdiction so as to effect the original intent of the Parties as closely as possible.

(b) The Parties hereto agree that irreparable damage would occur in the event that any provision of this Agreement were not performed by any Party in accordance with the terms hereof and that, prior to the termination of this Agreement pursuant to Section 5.01, any Party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

SECTION 5.11. Capacity of the Northwest MEC. Notwithstanding anything to the contrary contained herein, the Northwest MEC is executing this Agreement in its capacity as the governing body of the Northwest Pilot Group, and the obligations contained herein of the Northwest MEC are obligations only of such governing body, and shall not be deemed to bind any members of the Northwest MEC or any committees thereof acting in their capacity as individuals or local council representatives.

SECTION 5.12. Notices. All notices, requests, claims, demands and other communications hereunder shall be given (and shall be deemed to have been duly received if given) by hand delivery in writing or by facsimile transmission with confirmation of receipt or by recognized overnight courier service, as follows:

if to Northwest:

	General Counsel
	Northwest Airlines
	2700 Lone Oak Parkway
	Eagan, Minnesota 55121
	Attention:	Ben Hirst
	Facsimile:	612.726.8249

with a copy to, which shall not constitute notice:

	Simpson Thacher & Bartlett LLP
	425 Lexington Avenue
	New York, NY 10017
	Attention:	Wilson S. Neely
		Andrew W. Smith
	Facsimile:	212.455.2502

if to the Northwest MEC:

- 7 -

	NWA Master Executive Council
	7900 International Drive
	Suite 850
	Bloomington, MN 55425
	Attention:		Captain Dave Stevens
	Facsimile:		952.854.3324

with a copy to, which shall not constitute notice:

	Curtis, Mallet-Prevost, Colt & Mosle LLP
	101 Park Avenue
	New York, NY 10178-0061
	Attention:	Daniel R. Lenihan
	Facsimile:	212.697.1559

if to ALPA:

	Air Line Pilots Association, Int’l
	1625 Massachusetts Ave NW
	Washington, DC 20036
	Attention:	Jonathan Cohen
	Facsimile:	202.797.4014

with a copy to, which shall not constitute notice:

	Cohen, Weiss and Simon LLP
	330 West 42nd Street
	25th Floor
	New York, NY 10036
	Attention:	Robert Savelson
		Richard Seltzer
	Facsimile:	212.695.5436

or to such other address as the Person to whom notice is given may have previously furnished to the others in writing in the manner set forth above.

SECTION 5.13. Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware applicable to contracts made and to be performed entirely within that State.

SECTION 5.14. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

SECTION 5.15. Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto and their successors, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or

- 8 -

remedies of any nature whatsoever under or by reason of this Agreement except as provided in Section 5.04.

SECTION 5.16. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach. Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

SECTION 5.17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.

[Remainder of Page Intentionally Left Blank]

- 9 -

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on its behalf by its officers thereunto duly authorized, all at or on the day and year first above written.

NORTHWEST AIRLINES CORPORATION			NORTHWEST AIRLINES, INC.
/s/ Douglas M. Steenland Douglas M. Steenland President and Chief Executive Officer			/s/ Robert A. Brodin Robert A. Brodin Senior Vice President, Labor Relations

[Signature Page to Ancillary Transaction Framework Agreement]

AIR LINE PILOTS ASSOCIATION, INTERNATIONAL			NORTHWEST MASTER EXECUTIVE COUNCIL
/s/ John H. Prater Captain John H. Prater President			/s/ Dave Stevens Captain Dave Stevens Chairman, Northwest MEC

			WITNESS:

			/s/ John L. Haase Captain John L. Haase Chairman, Northwest MEC Negotiating Committee

			/s/ James L. Van Sickle Captain James L. Van Sickle Northwest MEC Negotiating Committee

			/s/ Daniel J. Vician Captain Daniel J. Vician Northwest MEC Negotiating Committee

			/s/ Ronald Hay, Jr. Captain Ronald Hay, Jr. Northwest MEC Negotiating Committee

[Signature Page to Ancillary Transaction Framework Agreement]

-----END PRIVACY-ENHANCED MESSAGE-----