PARTY NEED NOT SIGN THE SAME
COUNTERPART.
16.
WAIVERS AND AMENDMENTS.
THIS AGREEMENT MAY BE AMENDED, MODIFIED,
SUPERSEDED, CANCELLED, RENEWED OR EXTENDED, AND THE TERMS AND CONDITIONS OF THIS
AGREEMENT MAY BE WAIVED, ONLY BY A WRITTEN INSTRUMENT SIGNED BY THE PARTIES OR,
IN THE CASE OF A WAIVER, BY THE PARTY WAIVING COMPLIANCE, AND SUBJECT, TO THE
EXTENT REQUIRED, TO THE APPROVAL OF THE BANKRUPTCY COURT.
NO DELAY ON THE PART
OF ANY PARTY IN EXERCISING ANY RIGHT, POWER OR PRIVILEGE PURSUANT TO THIS
AGREEMENT WILL OPERATE AS A WAIVER THEREOF, NOR WILL ANY WAIVER ON THE PART OF
ANY PARTY OF ANY RIGHT, POWER OR PRIVILEGE PURSUANT TO THIS AGREEMENT, NOR WILL
ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT, POWER OR PRIVILEGE PURSUANT TO THIS
AGREEMENT, PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY
OTHER RIGHT, POWER OR PRIVILEGE PURSUANT TO THIS AGREEMENT.
THE RIGHTS AND
REMEDIES PROVIDED PURSUANT TO THIS AGREEMENT ARE CUMULATIVE AND ARE NOT
EXCLUSIVE OF ANY RIGHTS OR REMEDIES WHICH ANY PARTY OTHERWISE MAY HAVE AT LAW OR
IN EQUITY.
17.
HEADINGS.
THE HEADINGS IN THIS AGREEMENT ARE FOR REFERENCE
PURPOSES ONLY AND WILL NOT IN ANY WAY AFFECT THE MEANING OR INTERPRETATION OF
THIS AGREEMENT.
33
18.
SPECIFIC PERFORMANCE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY
BREACH OF THE TERMS OF THIS AGREEMENT WOULD GIVE RISE TO IRREPARABLE HARM FOR
WHICH MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY, AND, ACCORDINGLY, THE
PARTIES AGREE THAT, IN ADDITION TO ANY OTHER REMEDIES, EACH WILL BE ENTITLED TO
ENFORCE THE TERMS OF THIS AGREEMENT BY A DECREE OF SPECIFIC PERFORMANCE WITHOUT
THE NECESSITY OF PROVING THE INADEQUACY OF MONEY DAMAGES AS A REMEDY AND WITHOUT
THE NECESSITY OF POSTING BOND.
19.
GUARANTEE OF COMPANY OBLIGATIONS.
ALL OBLIGATIONS OF THE COMPANY
HEREUNDER ARE HEREBY UNCONDITIONALLY GUARANTEED BY NORTHWEST AIRLINES, INC., A
MINNESOTA CORPORATION (THE "GUARANTOR").
[Signature Page Follows]
34
If the foregoing is in accordance with your understanding, please sign and
return to us a counterpart hereof, and upon the acceptance hereof by you, this
letter and such acceptance hereof will constitute a binding agreement between
you and (subject to the approval of the Bankruptcy Court) the Company and the
Guarantor.
Very truly yours,
NORTHWEST AIRLINES CORPORATION
By:
/s/ Neal Cohen
Name: Neal Cohen
Title: Executive Vice President and
Chief Financial Officer
NORTHWEST AIRLINES, INC.,
as Guarantor
By:
/s/ Neal Cohen
Name: Neal Cohen
Title: Executive Vice President and
Chief Financial Officer
Accepted as of the date hereof:
J.P. MORGAN SECURITIES INC.
By:
/s/ John Abate
Name: John Abate
Title: Managing Director
35
Exhibit A
Term Sheet
Key parameters:
Disclosure Statement
The Disclosure Statement (as defined in Section 5(b) of the Equity Commitment
Agreement (the "ECA")) shall:
n
be consistent with the Business Plan (as defined in Section 3(w) of the ECA);
n
reflect EBITDARF in excess of $5.4 billion for fiscal year 2007;
n
not be inconsistent with the conditions to confirmation, and the
effectiveness of the