-----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, DwGkJeQRWMKi3B6IInAVuSCb/EbDiH8/WevPnnOgtV4m72mIpX+FDjTJNad7jFdZ OpkAILID51sTt5FYyim6aw== 0000891836-97-000448.txt : 19971002 0000891836-97-000448.hdr.sgml : 19971002 ACCESSION NUMBER: 0000891836-97-000448 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971001 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST AIRLINES CORP CENTRAL INDEX KEY: 0000917678 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] IRS NUMBER: 954205287 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-43817 FILM NUMBER: 97689533 BUSINESS ADDRESS: STREET 1: 2700 LONE OAK PKWY CITY: EAGAN STATE: MN ZIP: 55121 BUSINESS PHONE: 6127262111 MAIL ADDRESS: STREET 1: 5101 NORTHWEST DR CITY: ST PAUL STATE: MN ZIP: 55111-3034 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 SC 13D/A 1 SCHEDULE 13D/AMENDMENT #1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO SCHEDULE 13D Under the Securities Exchange Act of 1934 Northwest Airlines Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock, par value $.01 per share ------------------------------- (Title of Class of Securities) 667280-10-1 ----------------------------------------------- (CUSIP Number) Mr. James T. Byrne, Jr. Office of the Secretary Bankers Trust New York Corporation, 130 Liberty Street, New York, NY 10006 Tel. (212) 250-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 1997 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. - --------------------- CUSIP NO. 667280-10-1 - --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust New York Corporation ("BTNY") I.R.S. No. 13-6180473 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 999 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 999 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 999 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- -2- - --------------------- CUSIP NO. 667280-10-1 - --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BT Alex. Brown Incorporated I.R.S. No. 13-3311934 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 0 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 0 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BD - -------------------------------------------------------------------------------- -3- - --------------------- CUSIP NO. 667280-10-1 - --------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bankers Trust Company. I.R.S. No. 13-4941247 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ X ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS See Item 3 - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [X] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 85,400 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 85,400 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 85,400 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1.0% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- -4- Item 1. Security and Issuer This statement relates to the Class A Common Stock, par value $.01 per share (the "Common Stock"), of Northwest Airlines Corporation, a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 2700 Lone Oak Parkway, Eagan, Minnesota 55121. Item 2. Identity and Background Item 2(a) through (c), Item 2(f) This Amendment No. 4 to the Statement on Schedule 13D is being filed on behalf of Bankers Trust New York Corporation, a New York corporation ("BTNY"), with respect to Common Stock beneficially owned by it as principal;* BT Alex. Brown Incorporated, a Delaware corporation ("BT Incorporated"); and Bankers Trust Company, a New York banking corporation ("BTCo."), with respect to Common Stock beneficially held as trustee for various employee benefit plans and in discretionary customer and commingled accounts. Each of BTNY, BT Incorporated and BTCo. has its principal place of business at 130 Liberty Street, New York, New York 10006. The principal business of BTNY is to be a bank holding company, the principal business of BT Incorporated is to engage in broker-dealer activities and the principal business of BTCo. is to engage in banking and related activities. BTCo. and BT Incorporated are wholly-owned subsidiaries of BTNY. -------- * As described in Item 4, BTNY is a party to the Second Amended and Restated Investor Stockholders' Agreement, dated as of December 23, 1993, as amended by Amendments, dated as of January 6, 1995, January 25, 1995, and September 29, 1997 respectively (as so amended, the "1993 Stockholders' Agreement"), and the Stockholders' Agreement, dated as of September 9, 1994, as amended by an Amendment, dated as of January 25, 1995 (as so amended, the "1994 Stockholders' Agreement" and, together with the 1993 Stockholders' Agreement, the "Stockholders' Agreements"), among the parties listed therein. As a result of being a party to the Stockholders' Agreements, BTNY may be deemed a member of a "group" for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations thereunder. BTNY hereby disclaims its possible status as a member of a group for purposes of Section 13(d) and disclaims beneficial ownership of any shares of Common Stock beneficially owned by any other party to the Stockholders' Agreements. -5- The name, residence or business address, citizenship, principal occupation or employment, and the name and address of any corporation or other organization in which such employment is conducted of each of the executive officers and directors of BTNY, BT Incorporated and BTCo. are set forth in Annex A attached hereto and incorporated into this Item 2 by reference. Item 2(d) and (e) Except as disclosed in Annex B hereto, neither BTNY, BT Incorporated or BTCo. nor, to the best knowledge and belief of BTNY, BT Incorporated and BTCo., any of the persons identified in Annex A, have during the last five years 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 judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration On January 25, 1995, pursuant to the Agreement, dated December 16, 1994, as amended by an Amendment, dated as of January 25, 1995 (as so amended, the "Exchange Agreement"), between BTNY and the Company, BTNY acquired beneficial ownership of 2,050,000 shares of Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), through the exchange of 1,727 shares of the Company's Series B Preferred Stock, liquidation preference $50,000 per share (the "Preferred Stock"). The shares of Class B Common Stock are convertible, at the option of BTNY, into shares of Common Stock on the basis of one share of Class B Common Stock per share of Class A Common Stock. Any shares of Common Stock received by BTNY are not subject to any contractual restrictions on transfer if such shares are sold pursuant to Rule 144 under the Securities Act of 1933 (the "Securities Act") or in a registered public offering. As of September 29, 1997, BT Incorporated did not beneficially own any shares of Common Stock. As of September 29, 1997, BTCo beneficially owned 85,400 shares of Common Stock. These shares were held by BTCo. as trustee for various employee benefit plans and in discretionary client and commingled accounts. Accordingly, no consideration was paid by BTCo. in connection with the acquisition of these shares of Common Stock for the accounts of the employee benefit plans or its clients. -6- Pursuant to an Amendment to the Second Amended and Restated Investor Stockholders' Agreement, dated as of September 29, 1997 (the "Amendment"), on September 29, 1997, Koninklijke Luchtvaart Maatschappij N.V.("KLM")exercised its option and purchased 2,635,020 shares of Class B Common Stock from BTNY in exchange for 654.4002 shares of Series A Preferred Stock, par value $.01 per share (the "Series A Preferred Shares"), and 218.1001 shares of Series B Preferred Shares, par value $.01 per share (the "Series B Preferred Shares" and, together with the Series A Preferred Shares, the "Preferred Shares"). Pursuant to a BTNY Preferred Stock Repurchase Agreement, dated as of September 29, 1997 (the "Purchase Agreement"), BTNY sold the Preferred Shares to the Company for a cash purchase of $76,246.81 for each Preferred Share. The foregoing summaries of the Amendment and the Purchase Agreement are qualified in their entirety by reference to the copies of the Amendment and Purchase Agreement, which are filed as exhibits hereto and are incorporated by reference into this Item 3. Item 4. Purpose of Transaction BTNY acquired the shares of Class B Common Stock for investment. As of the date of this Amendment No. 4 to the Statement on Schedule 13D, none of BTNY, BT Incorporated or BTCo. has any plan or proposal which relates to or would result in any of the actions set forth in parts (a) through (j) of Item 4 of Schedule 13D, other than the following: 1. The Stockholders' Agreements provide each of the parties thereto, subject to certain exceptions, with certain "tag-along" rights in the event that another party to the Stockholders' Agreements proposes to sell Common Stock to a third party in a transaction other than in a public offering or pursuant to Rule 144. 2. The Stockholders' Agreements provide each of the parties thereto, subject to certain exceptions, with rights of first refusal and reoffer. As a result, if any party to the Stockholders' Agreements proposes to sell its shares of Common Stock to a third party, it must first offer the shares on substantially the same terms to the other stockholders who are party to the Stockholders' Agreements, subject to certain exceptions. Any shares of Common Stock received by BTNY upon conversion of shares of Class B Common Stock will not be subject to this restriction if the shares -7- of Common Stock so received are sold pursuant to Rule 144 or in a public offering. 3. Pursuant to the Stockholders' Agreements, the Original Investors have agreed not to vote in favor of a merger or other business combination involving the Company unless 60% of the voting stock of the Company held by the Original Investors is voted in favor of such proposal. 4. BTNY is also a party to the First Amended and Restated Common Stock Registration Rights Agreement, dated as of September 9, 1994 (the "Registration Rights Agreement"), among the parties listed therein. The Registration Rights Agreement provides the parties thereto with demand registration rights under which the holders of not less than 20% of the Common Stock subject to such agreement have the right to demand that the Company file a registration statement with the Securities and Exchange Commission in order to register the offering of shares of Common Stock under the Securities Act. 5. BTCo. is agent and lender under the Amended and Restated Credit Agreement, dated as of October 11, 1996 and the Amended and Restated Credit Agreement, dated as of October 16, 1996 (the "Credit Agreements"). The Credit Agreements contain various affirmative and negative covenants that restrict the Company's business and operations, including the payment of dividends, the acquisition and issuance of equity securities and mergers, consolidations, and sales or other dispositions of assets. As a result of the transactions contemplated by the Amendment and Purchase Agreement, BTNY is no longer entitled to appoint a director to the Company's Board of Directors pursuant to the Stockholders' Agreements and KLM is not entitled to purchase any shares of Class B Common Stock beneficially owned by BTNY. BTNY, BT Incorporated and BTCo. expect to evaluate on an ongoing basis the Company's financial condition and prospects and their interests in, and intentions with respect to, the Company. Accordingly, each of BTNY, BT Incorporated and BTCo. reserves the right to change its plans and intentions at any time, as it deems appropriate. In particular, each of BTNY, BT Incorporated and BTCo. may at any time and from time to time acquire additional shares of Common Stock or securities convertible or exchangeable for Common Stock; may dispose of shares of Common Stock; and/or may enter into privately negotiated derivative transactions with institutional counterparties to hedge the market risk of some or all of its position in the shares of -8- Common Stock. Any such transactions may be effected at any time and from time to time. To the knowledge of BTNY, BT Incorporated and BTCO., each of the persons listed on Annex A hereto may make the same evaluation and may have the same reservations. Item 5. Interest in Securities of the Issuer Item 5(a) through (c) As of September 29, 1997, BTNY beneficially owned 999 shares of the Company's Class A Common Stock representing less than 1.0% of the Company's outstanding shares of Common Stock. BTNY has the sole power to vote and dispose of such shares of Class A Common Stock. As of September 29, 1997, BT Incorporated did not beneficially own any shares of Common Stock. As of September 29, 1997, BTCo. beneficially owned 85,400 shares of Common Stock representing less than 1.0% of the outstanding shares of Common Stock. These shares of Common Stock are held by BTCo. as trustee for various employee benefit plans and in discretionary client and commingled accounts. BTCo.'s customers may withdraw the shares of Common Stock held in the discretionary and, under certain circumstances, commingled accounts upon notice. BTCo. has sole voting and dispositive power over the shares held by it as trustee for the employee benefit plans and, until the shares of Common Stock are withdrawn, sole voting and dispositive power over shares of Common Stock held in the discretionary and commingled accounts. Annex C to Amendment No. 4 to the Statement on Schedule 13D, which is incorporated herein by reference, describes all transactions by BT Incorporated in the Company's shares of Common Stock during the sixty days prior to the filing of this Schedule 13D. Except as described herein and in Annex C, neither BTNY, BT Incorporated or BTCo. nor, to the best knowledge and belief of BTNY, BT Incorporated and BTCo., has any of the persons identified in Annex A hereto, been party to any transaction in the shares of Common Stock of the Company during the sixty-day period ending on the date of this Statement on Schedule 13D. Item 5(d) As discussed in Item 4, BTNY is a party to the Stockholders' Agreements and, as a result, has certain rights with respect to the shares of Common Stock -9- beneficially owned by the other parties thereto and such parties have certain rights with respect to certain shares of Common Stock beneficially owned by BTNY. BTNY disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other parties to the Stockholders' Agreements. Item 5(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships Involving Securities of the Issuer. Except for the Stockholders' Agreements, the Exchange Agreement, the Registration Rights Agreement, the Credit Agreements, the Amendment and the Purchase Agreement described above in Item 4, neither BTNY, BT Incorporated nor BTCo. is party to any contract, arrangement, understanding or relationship involving the shares of Common Stock. Item 7. Materials to be Filed as Exhibits 1. The Amendment 2. The Purchase Agreement -10- 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. Date: October 1, 1997 Signature: BANKERS TRUST NEW YORK CORPORATION By: /s/ James T. Byrne, Jr. ---------------------------------- James T. Byrne, Jr. Title: Secretary Signature: BANKERS TRUST COMPANY By: /s/ James T. Byrne, Jr. ---------------------------------- James T. Byrne, Jr. Title: Secretary -11- 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. Date: October 1, 1997 Signature: BT ALEX. BROWN INCORPORATED By: /s/ James T. Byrne, Jr. ----------------------------------- James T. Byrne, Jr. Title: Secretary -12- ANNEX A BANKERS TRUST NEW YORK CORPORATION BANKERS TRUST COMPANY The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BTNY. Unless otherwise indicated, each individual listed below is also a director or executive officer of BTCo. To the best knowledge and belief of BTNY and BTCo., none of the following persons beneficially owns any shares of Common Stock.
NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP --------------- ------------------------------ ----------- Lee A. Ault III President U.S. 1901 Avenue of the Stars Lee Ault and Company Suite 1800 Los Angeles, CA 90067-6018 Neil R. Austrian President and Chief Operating Officer U.S. National Football League National Football League 280 Park Avenue 17th Floor East New York, New York 10017 George B. Beitzel Retired Senior Vice President U.S. International Business Machines Corporation and Director Old Orchard Road International Business Machines Corporation Armonk, NY 10504 Phillip A. Griffiths Director U.S. Institute for Advanced Study Institute for Advanced Study Olden Lane Princeton, NJ 08540 William R. Howell Chairman Emeritus U.S. J.C. Penney Company, Inc. J.C. Penney Company, Inc. P.O. Box 10001 Plano, TX 75301-0001 -13- NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP --------------- ------------------------------ ----------- Vernon E. Jordan, Jr. Senior Partner U.S. Akin, Gump, Strauss, Hauer & Felt, LLP Akin, Gump, Strauss, Hauer & Feld, LLP 1333 New Hampshire Ave., N.W. Washington, D.C. 20036 A.B. Krongard Vice Chairman of the Board U.S. BT Alex. Brown Incorporated Bankers Trust Company and One South Street, 30th Floor Bankers Trust New York Corporation Baltimore, MD 21202 Hamish Maxwell Retired Chairman and Chief Executive Officer U.S. Philip Morris Companies, Inc. Philip Morris Companies Inc. 100 Park Avenue New York, NY 10017 Frank N. Newman Chairman of the Board, Chief Executive Officer U.S. Bankers Trust Company and President 130 Liberty Street Bankers Trust Company and New York, NY 10006 Bankers Trust New York Corporation N.J. Nicholas Jr. Investor U.S. 15 West 53rd St., #34F New York, NY 10019 Russell E. Palmer Chairman and Chief Executive Officer U.S. The Palmer Group The Palmer Group 3600 Market Street Suite 530 Philadelphia, PA 19104 Donald L. Staheli Chairman of the Board and Chief Executive Officer U.S. Bankers Trust Company Continental Grain Company c/o Office of the Secretary 130 Liberty Street New York, NY 10006 Patricia Carry Stewart Former Vice President U.S. Bankers Trust Company The Edna McConnell Clark Foundation c/o Office of the Secretary 130 Liberty Street New York, NY 10006 G. Richard Thoman President and Chief Operating Officer U.S. Xerox Corporation Xerox Corporation 800 Long Ridge Road Stamford, Ct 06904 -14- NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP --------------- ------------------------------ ----------- George J. Vojta Vice Chairman U.S. Bankers Trust Company Bankers Trust Company and 130 Liberty Street Bankers Trust New York Corporation New York, NY 10006 EXECUTIVE OFFICERS ------------------ Mark Bieler Executive Vice President U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Senior Managing Director 130 Liberty Street Bankers Trust Company New York, NY 10006 Mary Cirillo Executive Vice President U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Senior Managing Director 130 Liberty Street Bankers Trust Company New York, NY 10006 Richard H. Daniel Vice Chairman, Chief Financial Officer and U.S. Bankers Trust Company Controller c/o Office of the Secretary Bankers Trust New York Corporation; 130 Liberty Street Vice Chairman, Chief Financial Officer New York, NY 10006 and Controller Bankers Trust Company Yves C. de Balman Vice Chairman U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Co-Chairman and Chief Executive Officer 130 Liberty Street BT Alex. Brown Incorporated New York, NY 10006 R. Kelly Doherty Vice Chairman U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Vice Chairman 130 Liberty Street Bankers Trust Company New York, NY 10006 -15- NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP - ------------------------- ------------------------------ ----------- Robert A. Ferguson Executive Vice President Australian Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Senior Managing Director 130 Liberty Street Bankers Trust Company New York, NY 10006 Joseph A. Manganello, Jr Executive Vice President and Chief Credit Officer U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Senior Managing Director and Chief Credit Officer 130 Liberty Street Banker Trust Company New York, NY 10006 I. David Marshall Executive Vice President and Canadian Bankers Trust Company Chief Information Officer c/o Office of the Secretary Bankers Trust New York Corporation; 130 Liberty Street Senior Managing Director and New York, NY 10006 Chief Information Officer Bankers Trust Company Rodney McLauchlan Executive Vice President U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary 130 Liberty Street New York, NY 10006 Mayo A. Shattuck, III Vice Chairman U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Co-Chairman and Co-Chief Executive Officer 130 Liberty Street BT Alex. Brown Incorporated New York, NY 10006 Melvin A. Yellin Executive Vice President and General Counsel U.S. Bankers Trust Company Bankers Trust New York Corporation; c/o Office of the Secretary Senior Managing Director and General Counsel 130 Liberty Street Bankers Trust Company New York, NY 10006
-16- BT ALEX. BROWN INCORPORATED The following sets forth the name, mailing address, occupation or principal business affiliation and citizenship of each director and executive officer of BT Alex. Brown Incorporated. To the best knowledge and belief of BT Alex. Brown Incorporated, none of the following persons beneficially owns any shares of Common Stock.
NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP - ------------------------- ------------------------------ ----------- Yves C. de Balman Co-Chairman and Chief Executive Officer U.S.. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 1006 Geralyn A. Fitzgerald Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Alexander P. Frick Executive Vice President U.S. c/o Office of the Secretary Bankers Trust New York Corporation BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Benjamin H. Griswold, IV Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Donald R. Heacock Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 -17- NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP - ------------------------- ------------------------------ ----------- Duncan P. Hennes Senior Vice President U.S. c/o Office of the Secretary Bankers Trust New York Corporation BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Charles F. Kiley Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Glen S. Lewy Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Rodney McLauchlan Executive Vice President U.S. c/o Office of the Secretary Bankers Trust New York Corporation BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Richard A. Marin Senior Vice President U.S. c/o Office of the Secretary Bankers Trust New York Corporation BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Terence J. Mogan Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 W. Gar Richlin Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 -18- NAME AND OCCUPATION OR MAILING ADDRESS PRINCIPAL BUSINESS AFFILIATION CITIZENSHIP - ------------------------- ------------------------------ ----------- Howard M. Schneider President U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Thomas Schweitzer, Jr. Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 Mayo A. Shattuck, III Co-Chairman and Co-Chief Executive Officer U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006 J. Edward Virtue Managing Director U.S. c/o Office of the Secretary BT Alex. Brown Incorporated BT Alex. Brown Incorporated 130 Liberty Street New York, NY 10006
-19- ANNEX B BTCo., BTNY and BT Incorporated, are subject to a Written Agreement, dated December 4, 1994 (the "Written Agreement"), with the Federal Reserve Bank of New York and a Memorandum of Understanding, dated December 21, 1994 (the "Memorandum"), with the New York State Banking Department. The Written Agreement and Memorandum are described in BTNY's Forms 8-K, dated December 4, 1994 and January 19, 1994, respectively. These Forms 8-K are hereby incorporated by reference into this Annex B. On December 9, 1996, BTNY filed a Current Report on Form 8-K announcing that the Written Agreement and the Memorandum had been terminated by the Federal Reserve Bank of New York and the New York State Banking Department, respectively. BT Incorporated is also subject to an Order, dated December 22, 1994, of the Securities and Exchange Commission and an Order dated December 22, 1994, of the Commodity Futures Trading Commission. These Orders are included in and described in BTNY's Form 8-K, dated December 22, 1994. This Form 8-K is hereby incorporated by reference into this Annex B. -20- ANNEX C None of BTCo., BTNY or BT Incorporated had any transactions in shares of Common Stock within the last sixty days. -21- EX-1 2 THE AMENDMENT AMENDMENT TO SECOND AMENDED AND RESTATED INVESTOR STOCKHOLDERS' AGREEMENT AMENDMENT, dated as of September 29, 1997 (this "Amendment"), to the Second Amended and Restated Investor Stockholders' Agreement, dated as of December 23, 1993 (as such agreement has been amended, supplemented or otherwise modified from time to time prior to the date hereof, the "Stockholders' Agreement"), by and among Alfred A. Checchi, the A Trust created pursuant to a trust agreement dated May 23, 1984 with Gary L. Wilson as trustee, the K Trust created pursuant to a trust agreement dated May 23, 1984 with Gary L. Wilson as trustee, the Trust created pursuant to a trust agreement dated September 1, 1985 with Gary L. Wilson as trustee (each such trust collectively known as the "Checchi Family Trusts"; the Checchi Family Trusts and Alfred A. Checchi together known as the "Checchi Family"); Gary L. Wilson, Derek M. Wilson, Christopher D. Wilson (together the "Wilson Family"); Frederic V. Malek, Frederic W. Malek, Michelle A. Malek (together the "Malek Family"); the Wilson-Thornhill Foundation created under Trust Agreement dated December 24, 1994; Bankers Trust New York Corporation ("BTNY"); Koninklijke Luchtvaart Maatschappij N.V. ("KLM"); Richard C. Blum & Associates - NWA Partners, L.P., formerly known as Wings Associates, L.P. ("Blum" and together with each of the foregoing parties, the "Investor Stockholders"); and Northwest Airlines Corporation, a Delaware corporation (the "Company"). W I T N E S S E T H: WHEREAS, under Section 17 of the Stockholders' Agreement, KLM was granted an option to purchase shares of Common Stock (the "KLM Option") from each of Blum, BTNY, the Checchi Family, the Malek Family, Bright Star Investments Limited and its affiliate Paracor Finance Inc., the permitted transferees of Wings Acquisition Investor Limited (collectively, "Bright Star"), and the Wilson Family, upon the terms and subject to the conditions set forth therein; WHEREAS, KLM has previously exercised the KLM Option granted to KLM by Bright Star in connection with purchasing Bright Star's shares of Common Stock; WHEREAS, in connection with entering into the Common Stock Repurchase Agreement, dated as of September 29, 1997 (the "Common Stock Agreement"), between KLM and the Company, the parties hereto desire (x) to accelerate the date of the KLM exercise date for the KLM Option granted to KLM by each of Blum and BTNY under Section 17 of the Stockholders' Agreement and (y) to cancel the KLM Option granted to KLM by each of the Checchi Family, the Wilson Family and the Malek Family under Section 17 of the Stockholders' Agreement; WHEREAS, on the date hereof, KLM owns (i) 1,308.8 shares of the Company's Series A Preferred Stock, par value $.01 per share (the "Series A Preferred 2 Stock"), (ii) 436.2 shares of the Company's Series B Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), and (iii) 21,684,099 shares of the Company's Class A Common Stock, par value $.01 per share (the "Class A Common Stock", and together with the Company's Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), the "Common Stock"); WHEREAS, concurrently with the Initial Closing Date (as defined in the Common Stock Agreement), upon the terms and subject to the conditions set forth herein, KLM will exercise its right to purchase, and will purchase, pursuant to Section 17 of the Stockholders' Agreement (as such Section is amended by this Amendment) (x) from Blum, 658,755 additional shares of Class A Common Stock in exchange for 163.6001 shares of Series A Preferred Stock and 54.5250 shares of Series B Preferred Stock and (y) from BTNY, 2,635,020 shares of Class B Common Stock in exchange for 654.4002 shares of Series A Preferred Stock and 218.1001 shares of Series B Preferred Stock, following which purchase KLM will own 22,342,854 shares of Class A Common Stock, 2,635,020 shares of Class B Common Stock (and a total of 24,977,874 shares of Common Stock), 490.7997 shares of Series A Preferred Stock and 163.5749 shares of Series B Preferred Stock; WHEREAS, upon the terms and subject to the conditions set forth in the Common Stock Agreement, KLM has agreed to sell to the Company, and the Company has agreed to purchase from KLM, all 24,977,874 shares of Common Stock (in four installments over a three-year period, with all 2,635,020 shares of Class B Common Stock if not otherwise converted to be sold in the last installment), and upon the terms and subject to the conditions set forth in the Preferred Stock Repurchase Agreement, dated as of September 29, 1997 (the "Preferred Stock Agreement"), between KLM and the Company, all 490.7997 shares of Series A Preferred Stock (at the Initial Closing Date) and all 163.5749 shares of Series B Preferred Stock (at the Initial Closing Date); and WHEREAS, under Section 15(b) of the Stockholders' Agreement, a written instrument signed by the Required Percentage is required in order to amend the provisions of the Stockholders' Agreement in the manner contemplated by this Amendment; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Amendment to Section 17 of the Stockholder's Agreement. Section 17 of the Stockholders' Agreement is hereby deleted in its entirety and substituted in lieu thereof is the following: "17. KLM Option. (a) Each of Blum and BTNY (the "Option Stockholders") hereby grant to KLM the option (the "KLM Option"), exercisable only in connection with the consummation of the transactions contemplated to occur on the Initial Closing 3 Date under (and as defined in) that certain Common Stock Purchase Agreement, dated as of September 29, 1997 (the "Common Stock Agreement"), between the Company and KLM, to purchase (x) in the case of Blum, 658,755 shares of the Company's Class A Common Stock, and (y) in the case of BTNY, 2,635,020 shares of the Company's Class B Common Stock, for an aggregate of 3,293,775 shares of Common Stock (collectively, the "Option Shares"), at the exercise price for the Option Shares set forth in Section 17(b) below; provided, that in each case, in the event that the number of shares is adjusted by subdivision, combination, reclassification, recapitalization, stock split or stock dividend, the KLM Option Exercise Price (as defined below) shall be adjusted proportionately to any such adjustment in the number of shares. The KLM Option shall be automatically exercised, in whole and not in part, without any further action by any party, concurrently with the consummation of the transactions contemplated to occur under the Common Stock Agreement on the Initial Closing Date (the date on which the KLM Option is exercised being referred to as the "KLM Option Exercise Date"). (b) The exercise price for the Option Shares subject to the KLM Option (the "KLM Option Exercise Price") shall be payable by KLM in shares of Series A Preferred Stock and Series B Preferred Stock that it owns as of the KLM Option Exercise Date as follows (based on the full exercise of the KLM Option): (i) Blum shall receive 163.6001 shares of Series A Preferred Stock and 54.5250 shares of Series B Preferred Stock; and (ii) BTNY shall receive 654.4002 shares of Series A Preferred Stock and 218.1001 shares of Series B Preferred Stock. Series A Preferred Stock and Series B Preferred Stock transferred to the Option Stockholders pursuant to the KLM Option shall include any accrued and unpaid dividends accruing thereon. (c) On the KLM Option Exercise Date, (i) each Option Stockholder agrees to transfer, assign and deliver to KLM a certificate or certificates representing the Option Shares to be sold by such Option Stockholder, and KLM agrees to transfer, assign and deliver to such Option Stockholder, as payment of the applicable KLM Option Exercise Price for such Option Shares, a certificate or certificates representing the shares of Series A Preferred Stock and Series B Preferred Stock comprising such KLM Option Exercise Price. Such certificates shall be duly endorsed in blank or accompanied by stock powers duly executed in blank, with all necessary stock transfer stamps affixed. The closing for the purchase and sale of the Option Shares shall occur at the time and place of the Initial Closing Date referred to in Section 17(a) above. (d) Notwithstanding any other provision of this Agreement, upon the effectiveness of the amendment to this Agreement dated as of September 29, 1997 (the "September 1997 Amendment") (i) the KLM Option previously granted under this Agreement (prior to the effectiveness of the September 1997 Amendment) with respect to certain shares held by the Checchi Family, the Malek Family and the Wilson Family will be cancelled on an unexercised basis without any liability in respect thereof, and 4 (ii) neither KLM nor any Investor Stockholder shall have any obligations or rights with respect to any "Put Options" arrangements that were previously granted under this Agreement (prior to the effectiveness of the September 1997 Amendment), which Put Options shall be deemed cancelled on an unexercised basis without any liability in respect thereof." 2. Additional Amendments to Stockholders' Agreement. Immediately following the consummation of all of the transactions contemplated to occur at the Initial Closing Date under the Common Stock Agreement (including for purposes of this Section 2, the consummation of the transactions contemplated by the exercise of the KLM Option in the manner provided by Section 17 of the Stockholders' Agreement (as amended by this Amendment)), each of KLM, the other Investor Stockholders and the Company agrees that KLM shall thereupon be deleted from and shall cease to be a party to the Stockholders' Agreement and KLM shall have no rights and no obligations thereunder. The Stockholders' Agreement shall be further amended by deleting therefrom any and all provisions with respect to obligations owed by, and rights accruing to, KLM under the Stockholders' Agreement. 3. Representations and Warranties of KLM. KLM hereby represents and warrants to each of BTNY, Blum and the Company that, as of the date hereof and at the Initial Closing Date (before giving effect to the exercise of the KLM Option on such date), KLM has good and valid title to its (i) 1,308.8 shares of the Series A Preferred Stock, (ii) 436.2 shares of the Series B Preferred Stock, and (iii) 21,684,099 shares of the Class A Common Stock, free and clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest or any preference, priority or other arrangement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing), but other than those established under the Common Stock Agreement and the Preferred Stock Agreement. 4. Representations and Warranties of BTNY. BTNY hereby represents and warrants to each of KLM, Blum and the Company that, as of the date hereof and at the Initial Closing Date (before giving effect to the exercise of the KLM Option on such date), BTNY has good and valid title to its (i) 999 shares of the Class A Common Stock and (ii) 2,635,020 shares of the Class B Common Stock, free and clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest or any preference, priority or other arrangement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing), but other than those established under the BTNY Preferred Stock Repurchase Agreement, dated as of September 29, 1997, between BTNY and the Company. 5. Representations and Warranties of Blum. Blum hereby represents and warrants to each of KLM, BTNY and the Company that, as of the date hereof and at the Initial 5 Closing Date (before giving effect to the exercise of the KLM Option on such date), Blum has good and valid title to its (i) 5,396,643 shares of the Class A Common Stock and (ii) 1727 shares of the Series B Preferred Stock, free and clear of any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest or any preference, priority or other arrangement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing), but other than those established under the Blum Preferred Stock Repurchase Agreement, dated as of September 29, 1997, between Blum and the Company. 6. Definitions. Capitalized terms used but not otherwise defined herein are used herein as defined in the Stockholders' Agreement. 7. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN. THE PARTIES TO THIS AMENDMENT HEREBY AGREE TO SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT. 8. Counterparts. This Amendment may be executed in two or more counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 9. Effectiveness. Upon the execution of this Amendment by the Required Percentage of Investor Stockholders, this Amendment shall become effective concurrently with the consummation of the transactions contemplated under the Common Stock Agreement on the Initial Closing Date. IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed on its behalf as of the date first written above. NORTHWEST AIRLINES CORPORATION By:_________________________________ Name: Title --------------------------------------- Alfred A. Checchi --------------------------------------- Gary L. Wilson K Trust created under Trust Agreement dated May 23, 1984 --------------------------------------- Gary L. Wilson, Trustee --------------------------------------- Frederic V. Malek A Trust created under Trust Agreement dated May 23, 1984 --------------------------------------- Gary L. Wilson, Trustee Trust created under Trust Agreement dated September 1, 1985 --------------------------------------- Gary L. Wilson, Trustee Wilson-Thornhill Foundation created under Trust Agreement dated December 24, 1994 --------------------------------------- Gary L. Wilson, Trustee --------------------------------------- Derek M. Wilson --------------------------------------- Christopher D. Wilson --------------------------------------- Frederic W. Malek --------------------------------------- Michelle A. Malek BANKERS TRUST NEW YORK CORPORATION By:__________________________________ Name: Title: KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V. By:__________________________________ Name: Title: By:__________________________________ Name: Title: RICHARD C. BLUM & ASSOCIATES - NWA PARTNERS, L.P. by: Richard C. Blum & Associates, L.P., its General Partner by: Richard C. Blum & Associates, Inc., its General Partner By:__________________________________ Name: Title: EX-2 3 PURCHASE AGREEMENT ------------------------------------ BTNY PREFERRED STOCK REPURCHASE AGREEMENT BETWEEN NORTHWEST AIRLINES CORPORATION AND BANKERS TRUST NEW YORK CORPORATION DATED AS OF SEPTEMBER 29, 1997 ------------------------------------ TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS.................................1 1.1 Defined Terms...........................................................1 ARTICLE II DELIVERY AND PURCHASE OF SHARES.....................3 2.1 Purchase and Sale of Shares.............................................3 2.2 Closing of Purchase and Sale of Shares..................................4 ARTICLE III REPRESENTATIONS AND WARRANTIES......................4 3.1 Representations and Warranties of BTNY..................................4 3.2 Representations and Warranties of NWA Corp..............................5 ARTICLE IV ACKNOWLEDGMENTS.............................6 4.1 Acknowledgments.........................................................6 ARTICLE V CONDITIONS PRECEDENT...........................7 5.1 Conditions to Closing...................................................7 ARTICLE VI GENERAL PROVISIONS............................8 6.1 Termination or Abandonment of Agreement.................................8 6.2 Expenses................................................................9 6.3 Execution in Counterparts...............................................9 6.4 Notices.................................................................9 -i- Page ---- 6.5 Governing Law..........................................................10 6.6 Titles and Headings....................................................10 6.7 Successors and Assigns.................................................10 6.8 Entire Agreement; No Oral Waiver.......................................10 6.9 Severability...........................................................11 6.10 No Third-Party Rights..................................................11 6.11 Submission To Jurisdiction.............................................11 6.12 Remedies...............................................................11 6.13 Brokers and Finders....................................................11 6.14 Further Assurances.....................................................12 -ii- BTNY PREFERRED STOCK REPURCHASE AGREEMENT dated as of September 29, 1997 between NORTHWEST AIRLINES CORPORATION, a Delaware corporation ("NWA Corp."), and BANKERS TRUST NEW YORK CORPORATION, a New York corporation ("BTNY"). W I T N E S S E T H : WHEREAS, on the date hereof, BTNY owns 999 shares of NWA Corp.'s Class A Common Stock, par value $.01 per share (the "Class A Common Stock"), and 2,635,020 shares of NWA Corp.'s Class B Common Stock, par value $.01 per share (the "Class B Common Stock"); WHEREAS, concurrently with the Initial Closing Date (as defined in the Common Stock Agreement (as hereinafter defined)), in accordance with the provisions set forth in the Amendment to the Stockholders' Agreement (as hereinafter defined), Koninklijke Luchtvaart Maatschappij N.V., a Netherlands corporation ("KLM"), will exercise its right to purchase, and will purchase, pursuant to Section 17 of the Stockholders' Agreement (as hereinafter defined) (x) from Richard C. Blum & Associates - NWA Partners, L.P. ("Blum"), 658,755 shares of Class A Common Stock in exchange for 163.6001 shares of Series A Preferred Stock and 54.5250 shares of NWA Corp.'s Series B Preferred Stock, par value $.01 per share (the "Series B Preferred Stock"), and (y) from BTNY, 2,635,020 shares of Class B Common Stock in exchange for 654.4002 shares of Series A Preferred Stock and 218.1001 shares of Series B Preferred Stock, following which purchase BTNY will own (i) 999 shares of Class A Common Stock, (ii) 654.4002 shares of Series A Preferred Stock (the "Series A Preferred Shares") and (iii) 218.1001 shares of Series B Preferred Stock (the "Series B Preferred Shares", together with the Series A Preferred Shares, the "Preferred Shares"); and WHEREAS, upon the terms and subject to the conditions set forth herein, BTNY wishes to sell to NWA Corp., and NWA Corp. wishes to purchase from BTNY, the Preferred Shares on the Initial Closing Date; NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Defined Terms. As used in this Agreement, the terms defined in the recitals to this Agreement have the meanings assigned to such terms therein and the following terms have the following meanings: "Affiliate" when used with respect to another Person, means any Person who is, whether directly or indirectly, through one or more intermediaries, controlling, controlled by or under common control with such Person. "Agreement" means this BTNY Preferred Stock Repurchase Agreement, as amended, supplemented or otherwise modified from time to time in accordance with its terms. "Amendment to the Stockholders' Agreement" means the agreement in the form of Exhibit A to the Common Stock Agreement which amends the Stockholders' Agreement and provides for (i) the acceleration of the vesting of the KLM Option (as defined in the Stockholders' Agreement) in respect of shares of Class A Common Stock subject to such option that are held by Blum and BTNY, and the exercise by KLM of such KLM Option with respect to such shares and the purchase of such shares concurrently with the Initial Closing Date, (ii) the termination of the KLM Option for the other Option Stockholders and the termination of the Put Option (as each such term is defined in the Stockholders' Agreement) for all of the Option Stockholders and (iii) immediately following the consummation of the transactions contemplated by this Agreement on the Initial Closing Date, the termination of all of KLM's other rights and obligations under the Stockholders' Agreement. "beneficially own" has the meaning given such term in Rule 13d-3 under the Exchange Act (as defined below), as in effect on the date hereof. As used herein, the phrases "beneficial ownership" and "beneficial owner" have correlative meanings. "Board of Directors" means the board of directors of NWA Corp. or any successor corporation. "Business Day" means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in New York, New York or in Minneapolis, Minnesota. "Cash" means Dollars paid in immediately available funds. "Common Stock Agreement" means the Common Stock Repurchase Agreement dated as of September 29, 1997 between KLM and NWA Corp., entered into concurrently with this Agreement. "Dollars" and "$" mean lawful currency of the United States of America. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), other charge or security interest; -2- or any preference, priority or other arrangement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement having substantially the same economic effect as any of the foregoing). "Liquidation Preference" means an amount in Cash equal to $50,000 for each share of Series A Preferred Shares or Series B Preferred Shares, as the case may be, plus an amount in Cash equal to all accrued but unpaid dividends on such applicable share to the Initial Closing Date. Such amount as of September 29, 1997 equals (i) $79,562.84 with respect to each share of Series A Preferred Shares and (ii) $69,378.23 with respect to each share of Series B Preferred Shares, which in each case shall be appropriately adjusted in the event that the Initial Closing Date occurs on a date other than September 29, 1997. "Person" means an individual, partnership, limited liability company, corporation, business trust, joint stock company, trust, unincorporated association, joint venture, governmental authority or other entity of whatever nature. "Series A Certificate of Designation" means the Amended and Restated Certificate of Designation, which designated the Series A Preferred Stock, in the form in which it was filed with Secretary of State of Delaware on December 28, 1993 as part of NWA Corp.'s Second Amended and Restated Certificate of Incorporation. "Series B Certificate of Designation" means the Amended and Restated Certificate of Designation, which designated the Series B Preferred Stock, in the form in which it was filed with Secretary of State of Delaware on December 28, 1993 as part of NWA Corp.'s Second Amended and Restated Certificate of Incorporation. "Stockholders' Agreement" means the Second Amended and Restated Investor Stockholders' Agreement dated as of December 23, 1993, as amended, supplemented or otherwise modified from time to time, among NWA Corp., KLM, Blum, BTNY and certain other stockholders of NWA Corp. parties thereto, as in effect on the date hereof. ARTICLE II DELIVERY AND PURCHASE OF SHARES 2.1 Purchase and Sale of Shares. On the terms and subject to the conditions of this Agreement, on the Initial Closing Date, (i) BTNY agrees to transfer, assign and deliver to NWA Corp., against payment by NWA Corp. to BTNY of immediately available funds by wire transfer to an account designated by BTNY in an amount equal to 99% of the aggregate Liquidation Preference for the Series A Preferred Shares (the "Series A Purchase Price"), a -3- certificate or certificates representing the Series A Preferred Shares, and NWA Corp. agrees to purchase such shares and make such payment to BTNY against delivery of such certificates on such Initial Closing Date, and (ii) BTNY agrees to transfer, assign and deliver to NWA Corp., against payment by NWA Corp. to BTNY of immediately available funds in an amount equal to 99% of the aggregate Liquidation Preference for the Series B Preferred Shares (the "Series B Purchase Price"), a certificate or certificates representing the Series B Preferred Shares, and NWA Corp. agrees to purchase such shares and make such payment to BTNY against delivery of such certificates on such Initial Closing Date. Such certificates shall be duly endorsed in blank or accompanied by stock powers duly executed in blank, with all necessary stock transfer stamps affixed. 2.2 Closing of Purchase and Sale of Shares. The closing of the purchase and sale contemplated by Section 2.1 will occur at the time and place of the Initial Closing Date. ARTICLE III REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties of BTNY. BTNY represents and warrants to NWA Corp. as of the date hereof and as of the Initial Closing Date as follows: (a) BTNY is a corporation duly organized, validly existing and in good standing under the laws of the State of New York. (b) BTNY has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by BTNY of this Agreement and the performance of the transactions herein contemplated to be performed by BTNY have been duly authorized by all necessary corporate action. This Agreement has been duly executed and delivered by BTNY and, assuming due authorization, execution and delivery by NWA Corp., constitutes the legal, valid and binding agreement of BTNY, enforceable against BTNY in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity). (c) Neither the execution and delivery of this Agreement or the performance by BTNY of the transactions contemplated hereby will (i) violate or conflict with any of the provisions of the charter or other organizational documents of BTNY, (ii) with or without the giving of notice or the lapse of time or both, violate or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under any mortgage, indenture, deed of trust, lease, contract, agreement, license or other instrument or any -4- provision of any law, order, judgment, decree, restriction or ruling of any governmental authority to which BTNY is a party or by which any of its property is bound or (iii) result in the creation of any Liens upon any of the shares of Series A Preferred Stock or Series B Preferred Stock to be acquired by it upon exercise of the KLM Option pursuant to the Amendment to the Stockholders' Agreement. (d) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body or any other Person is required for the execution, delivery and performance by BTNY of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no lawsuits, actions, arbitrations or legal or administrative or regulatory proceedings, charges, complaints or investigations pending or, to the best knowledge of BTNY, threatened against BTNY, and BTNY is not a party to, or subject to or bound by, any order, judgment, injunction, stipulation, award or decree (whether rendered by a court or administrative agency or by arbitration), in any such case, which could, individually or in the aggregate, materially adversely affect the ability of BTNY to consummate the transactions contemplated hereby. (f) On the Initial Closing Date BTNY will have, good and valid title to the Preferred Shares to be purchased by NWA Corp. at the Initial Closing Date, free and clear of all Liens. (g) BTNY is the record and beneficial owner on the date hereof of 999 shares of Class A Common Stock and 2,635,020 shares of Class B Common Stock, and upon exercise of the KLM Option pursuant to the Amendment to the Stockholders' Agreement and the registration in the name of BTNY of the shares being acquired by BTNY upon exercise of the KLM Option, BTNY will be the record and beneficial owner (subject to this Agreement) of (i) 999 shares of Class A Common Stock, (ii) 654.4002 shares of Series A Preferred Stock and (iii) 218.1001 shares of Series B Preferred Stock. (h) Neither BTNY nor any of its officers, directors, employees or agents has authorized any Person to act as a broker, finder or in any similar capacity on behalf of BTNY in connection with the transactions contemplated by this Agreement. 3.2 Representations and Warranties of NWA Corp. NWA Corp. represents and warrants to BTNY as of the date hereof and as of the Initial Closing Date as follows: (a) NWA Corp. is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) NWA Corp. has all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and -5- delivery by NWA Corp. of this Agreement and the performance of the transactions herein contemplated to be performed by NWA Corp. have been duly authorized by the Board of Directors and no further corporate action on the part of NWA Corp. is necessary to authorize this Agreement and the performance of such transactions. This Agreement has been duly executed and delivered by NWA Corp. and, assuming due authorization, execution and delivery by BTNY, constitutes the legal, valid and binding agreement of NWA Corp., enforceable against NWA Corp. in accordance with its terms, except as affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and general equitable principles (whether considered in a proceeding at law or in equity). (c) Neither the execution and delivery of this Agreement or the performance by NWA Corp. of the transactions contemplated hereby will (i) violate or conflict with any of the provisions of the charter or other organizational documents of NWA Corp. or (ii) with or without the giving of notice or the lapse of time or both, violate or constitute a default under, or result in the acceleration of or entitle any party to accelerate (whether after the giving of notice or lapse of time or both) any obligation under any mortgage, indenture, deed of trust, lease, contract, agreement, license or other instrument or any provision of any law, order, judgment, decree, restriction or ruling of any governmental authority to which NWA Corp. is a party or by which any of its property is bound. (d) No consent, approval, authorization or order of, or filing or registration with, any court or governmental agency or body or any other Person is required for the execution, delivery and performance by NWA Corp. of this Agreement and the consummation of the transactions contemplated hereby. (e) There are no lawsuits, actions, arbitrations or legal or administrative or regulatory proceedings, charges, complaints or investigations pending or, to the best knowledge of NWA Corp., threatened against NWA Corp., and NWA Corp. is not a party to, or subject to or bound by, any order, judgment, injunction, stipulation, award or decree (whether rendered by a court or administrative agency or by arbitration), in any such case, which could, individually or in the aggregate, materially adversely affect the ability of NWA Corp. to consummate the transactions contemplated hereby. (f) Neither NWA Corp. nor any of its officers, directors, employees or agents has authorized any Person to act as a broker, finder or in any similar capacity on behalf of NWA Corp. in connection with the transactions contemplated by this Agreement. -6- ARTICLE IV ACKNOWLEDGMENTS 4.1 Acknowledgments. (a) BTNY hereby acknowledges that KLM, pursuant to the Share Exchange Agreement, dated as of June 28, 1996 (the "Exchange Agreement"), between KLM and NWA Corp., has unconditionally and irrevocably agreed that NWA Corp. may, notwithstanding any provision to the contrary in the Series A Certificate of Designation or the Series B Certificate of Designation, as the case may be, or otherwise, declare, pay or set apart for payment any dividend on any of the Junior Securities or Parity Securities or make any payment on account of, or set apart for payment money for a sinking or other similar fund for, the repurchase, redemption or other retirement of, any of the Junior Securities or Parity Securities or any warrants, rights, options or other securities exercisable for or convertible into any of the Junior Securities or Parity Securities, or make any distribution in respect of Junior Securities or Parity Securities, either directly or indirectly, and whether in cash, obligations or shares of NWA Corp. or other property, and may permit NWA Corp. or any corporation or other entity directly or indirectly controlled by NWA Corp. to purchase or redeem any of the Junior Securities or Parity Securities or any warrants, rights, options or other securities exercisable for or convertible into any of the Junior Securities or Parity Securities. For purposes of this Section 4.1(a), the terms "Junior Securities" and "Parity Securities" have the meanings assigned to such terms in each of the Series A Certificate of Designation and the Series B Certificate of Designation. (b) BTNY further acknowledges that the agreements and waivers contained in Sections 6.1(a), (b) and (c) of the Share Exchange Agreement including the agreement specified in Section 4.1(a) of this Agreement are applicable to and binding upon BTNY and all subsequent holders of the shares of Series A Preferred Stock and Series B Preferred Stock that BTNY receives from KLM upon the exercise of the KLM Option pursuant to the Amendment to the Stockholders' Agreement. ARTICLE V CONDITIONS PRECEDENT 5.1 Conditions to Closing. (a) The obligations of NWA Corp. to purchase the Preferred Shares at the Initial Closing Date shall be subject to the satisfaction (or waiver by NWA Corp.) of the following conditions: (i) Representations and Warranties and Performance. The representations and warranties of BTNY contained herein shall have been true and correct in all material respects when made and in addition shall be true and correct in all material respects at and as of the Initial Closing Date with the same effect as though made at and as of the Initial Closing Date. BTNY shall have performed in all material respects all obligations and shall have complied in all material respects with all covenants and other -7- agreements required by this Agreement to be performed or complied with by BTNY at or prior to the Initial Closing Date. (ii) Officer's Certificate. NWA Corp. shall have received an executed certificate, dated the Initial Closing Date, of a Senior Vice President of BTNY to the effect set forth in Section 5.1(a)(i) hereto. (iii) No Injunctions, etc. No injunction or temporary restraining order shall have been issued and remain in force which restrains, prohibits or invalidates the transactions contemplated by this Agreement. (iv) Consent of Series B Preferred. The holders of all outstanding shares of Series B Preferred Stock shall have provided their irrevocable consent to the transactions contemplated by this Agreement, the Common Stock Agreement, the Preferred Stock Repurchase Agreement, dated as of September 29, 1997 (the "Preferred Stock Agreement"), between KLM and NWA Corp., and the Blum Preferred Stock Repurchase Agreement, dated as of September 29, 1997 (the "Blum Preferred Stock Agreement"), between Blum and NWA Corp. (v) Common Stock Purchase. The "Initial Closing Date" under and as defined in the Common Stock Agreement shall occur concurrently with the closing of the transactions contemplated hereby. (b) The obligations of BTNY to sell the Preferred Shares at the Initial Closing Date shall be subject to the satisfaction (or waiver by BTNY) of the following conditions: (i) Representations and Warranties and Performance. The representations and warranties of NWA Corp. contained herein shall have been true and correct in all material respects when made and in addition shall be true and correct in all material respects at and as of the Initial Closing Date with the same effect as though made at and as of the Initial Closing Date. NWA Corp. shall have performed in all material respects all obligations and shall have complied in all material respects with all covenants and other agreements required by this Agreement to be performed or complied with by NWA Corp. at or prior to the Initial Closing Date. (ii) Officer's Certificate. BTNY shall have received an executed certificate, dated the Initial Closing Date, of the President of NWA Corp. to the effect set forth in Section 5.1(b)(i) hereto. (iii) No Injunctions, etc. No injunction or temporary restraining order shall have been issued and remain in force which restrains, prohibits or invalidates the transactions contemplated by this Agreement. -8- (iv) Consent of Series B Preferred. The holders of all outstanding shares of Series B Preferred Stock shall have provided their irrevocable consent to the transactions contemplated by this Agreement, the Common Stock Agreement, the Preferred Stock Agreement and the BTNY Preferred Stock Agreement. (v) Common Stock Purchase. The "Initial Closing Date" under and as defined in the Common Stock Agreement shall occur concurrently with the closing of the transactions contemplated hereby. ARTICLE VI GENERAL PROVISIONS 6.1 Termination or Abandonment of Agreement. (a) This Agreement may be terminated or abandoned at any time prior to the Initial Closing Date by mutual consent of the parties in writing. (b) Except for the provisions in this Article VI, in the event of any termination of the Agreement as provided in this Section 6.1, this Agreement shall forthwith become wholly void and of no further force and effect and there shall be no liability on the part of NWA Corp., BTNY or their respective directors, officers or stockholders with respect to any obligations set forth in this Agreement; provided, however, that nothing in this Section 6.1 shall relieve any party from liability for any breach of its representations, warranties, covenants or agreements contained in this Agreement. 6.2 Expenses. All fees, commissions and other expenses incurred by any party hereto in connection with the negotiation of this Agreement and the other transactions contemplated hereby, including any fees and expenses of their respective counsel and financial advisors, shall be borne by the party incurring such fee or expense. 6.3 Execution in Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other parties. 6.4 Notices. All notices, request, demands or other communications provided herein shall be made in writing and shall be deemed to have been duly given if delivered as follows: -9- If to NWA Corp.: 2700 Lone Oak Parkway Eagan, Minnesota 55121 Attention: Senior Vice President, General Counsel and Secretary Fax: (612) 726-7123 with a copy to: Simpson Thacher & Bartlett 425 Lexington Avenue New York, New York 10017-3954 Attention: Robert L. Friedman, Esq. Fax: (212) 455-2502 If to BTNY: 130 Liberty Street New York, New York 10006 Attention: Joseph T. Wood Fax: (212) 250-7651 with a copy to: Bankers Trust Company 130 Liberty Street New York, New York 10006 Attention: General Counsel or to such other address as either party shall have specified by notice in writing to the other party. All such notices, requests, demands and communications shall be deemed to have been received on (i) the date of delivery if sent by messenger, (ii) on the Business Day following the Business Day on which delivered to a recognized courier service if sent by overnight courier, (iii) on the date received, if sent by fax or (iv) on the fifth Business Day after the mailing thereof if sent by mail. 6.5 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO CONTRACTS ENTERED INTO AND TO BE PERFORMED IN NEW YORK AND WITHOUT REGARD TO THE APPLICATION OF PRINCIPLES OF CONFLICT OF LAWS. -10- 6.6 Titles and Headings. Titles and headings to Articles and Sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 6.7 Successors and Assigns. This Agreement shall not be assignable by BTNY without the prior written consent of NWA Corp. or by NWA Corp. without the prior written consent of BTNY; provided, however, that NWA Corp. may assign all or any part of its interest in this Agreement to any of its Affiliates if such Affiliate undertakes in writing to perform NWA Corp.'s obligations hereunder; and provided, further, that no such assignment shall relieve NWA Corp. of its obligations hereunder and NWA Corp. shall unconditionally guarantee the performance by such assignee of the obligations of NWA Corp. hereunder pursuant to a written instrument satisfactory to BTNY. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors in interest and assigns. 6.8 Entire Agreement; No Oral Waiver. This Agreement and the certificates and other documents contemplated hereby and thereby constitute the entire agreement among the parties pertaining to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings and representations, whether oral or written, of the parties in connection therewith. No covenant or condition or representation not expressed in this Agreement shall affect or be effective to interpret, change or restrict this Agreement. No prior drafts of this Agreement and no words or phrases from any such prior drafts shall be admissible into evidence in any action, suit or other proceeding involving this Agreement or the transactions contemplated hereby. This Agreement may not be changed or terminated orally, nor shall any change, termination or attempted waiver of any of the provisions of this Agreement be binding on any party unless in writing signed by the parties hereto. No modification, waiver, termination, rescission, discharge or cancellation of this Agreement and no waiver of any provision of or default under this Agreement shall affect the right of any party thereafter to enforce any other provision or to exercise any right or remedy in the event of any other default, whether or not similar. 6.9 Severability. If any provision of this Agreement shall be declared by any court of competent jurisdiction to be illegal, void or unenforceable, all other provisions of this Agreement shall not be affected and shall remain in full force and effect. 6.10 No Third-Party Rights. Nothing in this Agreement, expressed or implied, shall or is intended to confer upon any Person other than the parties hereto or their respective successors or assigns, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement. 6.11 Submission To Jurisdiction. Each of the parties hereto hereby irrevocably unconditionally: -11- (a) submits for itself and its property in any legal action or proceeding relating to or arising from this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the United States of America sitting in the Southern District of New York; (b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 6.4; and (d) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other appropriate jurisdiction. 6.12 Remedies. Each of the parties hereto acknowledges that the rights granted to NWA Corp. in this Agreement are of a special, unique and extraordinary character, and that any breach of this Agreement by BTNY could not be compensated for by damages. Accordingly, in the event of any failure or refusal by BTNY to comply with any covenant or agreement contained in this Agreement NWA Corp. shall be entitled, in addition to any other remedies that NWA Corp. may have, to enforcement of this Agreement by a decree of specific performance requiring BTNY to fulfill its obligations under this Agreement. 6.13 Brokers and Finders. Each party shall bear all costs and expenses, and shall indemnify the other party for all costs and expenses, relating to the retention by such party of any finder or broker in connection with the transactions contemplated by this Agreement. 6.14 Further Assurances. From time to time, at the reasonable request of the other party hereto and without further consideration, each party hereto shall execute and deliver such additional documents and take all such further action as may be necessary or desirable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement. -12- IN WITNESS WHEREOF, the parties have executed, delivered and entered into this Agreement as of the day and year first above written. NORTHWEST AIRLINES CORPORATION By: Name: Title: By: Name: Title: BANKERS TRUST NEW YORK CORPORATION By: Name: Title: -13- -----END PRIVACY-ENHANCED MESSAGE-----