TEMPORARY AMENDMENT
TO CREDIT AGREEMENT
TEMPORARY AMENDMENT TO CREDIT AGREEMENT, dated as of May 12, 1998
(this "Amendment"), by and among NORTHWEST AIRLINES CORPORATION, a Delaware
corporation ("Holdings"), NWA INC., a Delaware corporation ("NWA"), NORTHWEST
AIRLINES, INC., a Minnesota corporation (the "Borrower"), the lenders from
time to time party to the Credit Agreement described below (each a "Bank"
and, collectively, the "Banks"), ABN AMRO BANK N.V., as compliance agent (the
"Compliance Agent"), BANKERS TRUST COMPANY, as administrative agent (the
"Administrative Agent"), CHASE SECURITIES INC., as syndication agent (the
"Syndication Agent"), CITIBANK, N.A., as documentation agent (the
"Documentation Agent"), and NATIONAL WESTMINSTER BANK PLC and U.S. BANK
NATIONAL ASSOCIATION (f/k/a FIRST BANK NATIONAL ASSOCIATION), as Agents. All
capitalized terms used herein and not otherwise defined herein shall have the
respective meanings provided such terms in the Credit Agreement referred to
below.
W I T N E S S E T H:
WHEREAS, Holdings, NWA, the Borrower, the Compliance Agent, the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
other Agents and the Banks are parties to a Credit Agreement, dated as of
December 15, 1995, as amended and restated as of October 16, 1996, as further
amended and restated as of December 29, 1997 and further amended as of
January 23, 1998 (as amended, modified and/or supplemented through the date
hereof, the "Credit Agreement");
WHEREAS, Holdings, NWA and the Borrower are concurrently herewith
entering into a Credit Agreement, dated as of the date hereof, by and among
Holdings, NWA, the Borrower, the lenders from time to time party thereto and
The Chase Manhattan Bank, as agent (as hereafter amended, modified and/or
supplemented from time to time by any amendment, modification or supplement,
the "New Credit Agreement");
WHEREAS, the parties hereto wish to permanently amend certain
provisions of the Credit Agreement as provided in paragraph 1 hereof; and
WHEREAS, the parties hereto wish to temporarily amend certain
provisions of the Credit Agreement as provided in paragraph 2 hereof, such
amendments (A) to be effective, subject to the proviso contained in paragraph
2(g), from the Temporary Amendment Effective Date (as herein defined) until
the earlier to occur of (x) May 12, 1999 and (y) the first date after the
Temporary Amendment Effective Date on which (i) no "Revolving Loans" and no
"Revolving Notes" (in each case as defined in the New Credit Agreement) are
outstanding, (ii) all "Obligations" (as defined in the New Credit Agreement)
have been repaid in full and (iii) the "Total Revolving Loan Commitment" (as
defined in the New Credit Agreement) has been terminated in full (such
earlier date, as it may be extended in accordance with the following proviso,
the "Temporary Amendment Expiry Date") and (B) to terminate and be of no
further
force and effect on and as of the Temporary Amendment Expiry Date; provided,
however, if on the earlier of the dates in preceding clauses (x) and (y) a
Default or Event of Default shall have occurred and be continuing, then the
Temporary Amendment Expiry Date shall not occur until such later date on
which no Default or Event of Default shall have occurred and be continuing.
NOW THEREFORE, it is agreed:
1. The Credit Agreement is permanently amended as follows:
(a) Section 6 of the Credit Agreement is hereby amended by
inserting the following new Section 6.14 immediately after Section 6.13
appearing therein:
"6.14 Year 2000 Reprogramming. A project to complete on a timely
basis all the reprogramming required to permit the proper functioning, in and
following the year 2000, of (i) Holdings' or any of its Subsidiaries'
computer systems and (ii) equipment containing embedded microchips (excluding
systems and equipment of third-parties with which Holdings' or any of its
Subsidiaries' systems interface) and the testing of all such systems and
equipment, as so reprogrammed, has been implemented by Holdings and its
Subsidiaries. Neither Holdings nor any of its Subsidiaries believes that the
consequences of the year 2000 will pose significant operational problems for
its computer systems."
(b) Section 7.01 of the Credit Agreement is hereby amended by
inserting the following new clause (j) immediately after clause (i) appearing
therein:
"Prompt notice of any fact, event or circumstance relating to the
consequences of the year 2000 which it or any of its Subsidiaries is or
becomes aware of and that could be reasonably expected to (a) have a material
adverse impact on the implementation or anticipated July 1, 1999 date for
completion of the reprogramming and testing project referred to in Section
6.14 hereof, (b) have a material adverse impact on the proper functioning of
Holdings or any of its Subsidiaries' computer systems or equipment containing
embedded mircrochips on or after the year 2000 or (c) result in a material
adverse effect on the financial conditions or results of operations of
Holdings and its Subsidiaries taken as a whole or of the Borrower and its
Subsidiaries taken as a whole."
2. The Credit Agreement is amended as follows, but in each case
only until the Temporary Amendment Expiry Date:
(a) Section 1.08(a) of the Credit Agreement is hereby amended by
deleting the phrase "at a rate per annum which shall be equal to the Base
Rate" and inserting in lieu thereof the phrase "at a rate per annum which
shall be equal to the sum of 1% plus the Base Rate".
(b) Section 3.03(e) of the Credit Agreement is hereby amended by
deleting the phrase "pursuant to Section 4.02(c) or (d)" and inserting in
lieu thereof the phrase "pursuant to Section 4.02(c), (d) or (e)".
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(c) Section 4.02(c) of the Credit Agreement is hereby amended by
deleting the phrase "in accordance with the requirements of Sections 4.02(e)
and (f)" appearing therein and inserting in lieu thereof the phrase "in
accordance with the requirements of Sections 4.02(f) and (g)".
(d) Section 4.02(d) of the Credit Agreement is hereby amended by
deleting the phrase "in accordance with the requirements of Sections 4.02(e)
and (f)" appearing therein and inserting in lieu thereof the phrase "in
accordance with the requirements of Sections 4.02(f) and (g)".
(e) Section 4.02 is hereby amended by (i) re-lettering Sections
4.02(e) and (f) as Sections 4.02(f) and (g), respectively, and (ii) inserting
the following new Section 4.02(e):
"(e) In addition to any other mandatory repayments pursuant to
this Section 4.02, upon the occurrence of an Event of Loss with respect to
(i) Aircraft Collateral which the Borrower does not replace in accordance
with the provisions of Section 3.5(a) of the Aircraft Mortgage Agreement
and Section 8.03(II)(i) or (ii) Slot Collateral, an amount equal to the
value (as specified in the Appraisal most recently delivered pursuant to
the terms of this Agreement) of such Aircraft Collateral or Slot
Collateral, as the case may be, which is the subject of the Event of Loss
shall be applied as a mandatory repayment of principal of outstanding Term
Loans and Supplemental Term Loans (such mandatory repayment to be applied
on a pro rata basis among such Tranches based on the then applicable TL
Facility Percentage and STL Facility Percentage) in accordance with the
requirements of Sections 4.02(f) and (g), such repayments of Loans to occur
on the date which is (I) in the case of Aircraft Collateral, the earlier of
(x) the date on which the Borrower determines not to replace such
Collateral and (y) thirty (30) days from the date of the occurrence of such
Event of Loss and (II) in the case of Slot Collateral, the next Business
Day following the date of occurrence of such Event of Loss.".
(f) Section 6.03 of the Credit Agreement is hereby amended by
inserting following the words "(or the obligation to create or impose) any Lien"
appearing in clause (ii) thereof, the words "(except pursuant to the Security
Documents)".
(g) Section 6.05(a) of the Credit Agreement is amended by inserting
the following text immediately prior to the period appearing at the end thereof:
"; PROVIDED, that neither any strike or other labor action with
respect to the Borrower nor the effects thereof shall be deemed
to be a material adverse change in the financial condition or
results of operations of the Borrower or either Guarantor";
PROVIDED, HOWEVER, that the amendment to Section 6.05 (a) contained in this
paragraph 2(g) shall not become effective until such time as the Documentation
Agent shall have received a legal opinion, in form and substance satisfactory to
the Documentation Agent, addressed to each of the
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Agents and each of the Banks, from ▇▇▇▇▇ & ▇▇▇▇▇▇▇ regarding priority of the
Secured Creditors' security interests in the Aircraft Collateral (subject to
Permitted Liens).
(h) Section 6 of the Credit Agreement is hereby further amended by
inserting the following new Section 6.15 immediately after Section 6.14
appearing therein:
"6.15 SECURITY INTERESTS. (a) The security interests
created in favor of the Collateral Agent under the Security Documents
will at all times from and after the Temporary Amendment Effective
Date constitute, as security for the obligations purported to be
secured thereby, a legal, valid, enforceable and perfected security
interest in and Lien on all of the Collateral referred to therein in
favor of the Collateral Agent for the benefit of the Secured
Creditors, subject to no other Liens, except Permitted Liens.
(b) The Borrower has legal and marketable title to all
Collateral covered by such Security Documents free and clear of all
Liens (except Permitted Liens). The Aircraft Collateral has been duly
certified by the FAA as to type and airworthiness and the Collateral
has been insured by the Borrower in accordance with the terms of the
Security Documents. With respect to each Airframe included as
Collateral, the Collateral shall include a sufficient number of
appropriate Engines to operate each Airframe included in the
Collateral as an Aircraft.
(c) No consents, filings or recordings are required in order to
perfect (or maintain the perfection or priority of) the security
interests purported to be created by any of the Security Documents,
other than such as have been obtained and which remain in full force
and effect and other then periodic UCC continuation filings."
(i) Section 7.01 of the Credit Agreement is hereby amended by (i)
deleting the reference to Section 8.08 appearing in clause (d) thereof and (ii)
deleting the words "Pool Asset" appearing in clause (g) thereof and inserting in
lieu thereof the words "item of Collateral".
(j) Section 7.02 of the Credit Agreement is hereby amended by
inserting after the phrase "visit and inspect any of the properties or assets of
such Credit Party and any of its Subsidiaries" appearing in the second sentence
thereof the phrase "(including, without limitation, the Collateral and any
books, records or logs related thereto)".
(k) Section 7.03 of the Credit Agreement is hereby amended by (i)
deleting the word "or" following the words "at all times be covered by" and
inserting in lieu thereof the word "and", and (ii) inserting the words "to the
extent required by the Security Documents and other insurance" immediately
following the words "maintain in full force and effect insurance" appearing
therein.
(l) Section 7 of the Credit Agreement is hereby further amended by
inserting the following new Section 7.12 immediately after Section 7.11
appearing therein:
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"7.12 SECURITY INTERESTS. The Borrower shall perform any and all acts
and execute any and all documents (including, without limitation, the
execution, amendment or supplementation of any financing statement and
continuation statement) for filing under the provisions of the UCC or the
Federal Aviation Act and the rules and regulations thereunder which are
necessary in order to maintain in favor of the Collateral Agent for the
benefit of the Secured Creditors a valid and perfected Lien on the
Collateral, subject to no other Liens except for Permitted Liens."
(m) Section 8.03 of the Credit Agreement is hereby amended by (i)
relettering such section as subsection (I), (ii) inserting the text "(but, with
respect to the Collateral, only to the extent permitted by the Security
Documents)" immediately prior to the semicolon appearing at the end of Section
8.03(c), (iii) deleting the words "Pool Assets" or "a Pool Asset" each time such
words appear therein and inserting in lieu thereof, the word "Collateral", (iv)
deleting the text appearing in Section 8.03(f) "shall be applied to repay Loans
and reduce Commitments in accordance with Sections 3.03(e) and 4.02(d)"; (v)
inserting the following text in lieu of the text referred to in preceding clause
(iv):
"shall be applied to repay "Revolving Loans" and reduce "Revolving
Loan Commitments" (in each case as defined in the New Credit
Agreement) in accordance with Sections 3.02(c) and 2.03(b) of the
New Credit Agreement; PROVIDED, HOWEVER, to the extent any
portion thereof is applied to reduce "Revolving Loan Commitments"
(as defined in the New Credit Agreement) a corresponding amount
shall be applied to repay Loans and reduce Commitments in
accordance with Sections 4.02(d) and 3.03(e) hereof on the
earlier to occur of (x) May 12, 1999 and (y) the first date after
the Temporary Amendment Effective Date on which (i) no "Revolving
Loans" and no "Revolving Notes" (in each case as defined in the
New Credit Agreement) are outstanding, (ii) all "Obligations"
(as defined in the New Credit Agreement) have been repaid in full
and (iii) the "Total Revolving Loan Commitment" (as defined in
the New Credit Agreement) has been terminated in full";
(vi) inserting the word "and" immediately after the semicolon appearing
at the end of clause (g) and deleting clause (h) in its entirety and
re-lettering clause (i) as clause (h); and (vii) inserting the following
new sub-section (II):
(II) The Borrower will not convey, sell, lease, transfer or
otherwise dispose of (whether voluntarily or involuntarily (it being
understood that loss of property due to theft, destruction, confiscation,
prohibition on use or similar event shall constitute a disposal for
purposes of this covenant)), or remove or substitute, any Collateral (or
any engine included in the Collateral unless such engine is replaced by
another working engine or engines in which the Collateral Agent has a
perfected security interest subject to no Liens other than Permitted Liens)
or take any action that could materially diminish the fair market value of
the Collateral taken as a whole, or agree to do any of the foregoing at any
future time, except that:
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(i) In the event (x) that an Appraisal furnished pursuant to
Section 7.01(g) discloses that one or both of the Coverage Tests are not
satisfied or (y) of an involuntary disposal of any Collateral (or any
engine included in the Collateral unless such engine is replaced by another
working engine or engines in which the Collateral Agent has a perfected
security interest subject to no Liens other than Permitted Liens) (whether
by loss of property due to theft, destruction, confiscation, prohibition on
use, any similar event or otherwise), if at the time of such disposal one
or both of the Coverage Tests are not then satisfied based upon the most
recent Appraisals of the Collateral (other than the Collateral which is the
subject of the involuntary disposition) furnished pursuant to Section
7.01(g), the Borrower shall within 30 days after the date of such Appraisal
or involuntary disposal, as the case may be, designate additional assets as
Collateral to the extent that, after giving effect to such designation, the
Appraised Value of the Collateral, based on the most recently delivered
Appraisals with respect to assets already constituting Collateral and based
on an Appraisal performed at the time of such addition with respect to
assets being added to Collateral, shall satisfy both Coverage Tests,
provided that (A) after giving effect to such addition, the Appraised Value
of Stage III Aircraft included in the Collateral which are from a
manufacturer other than Boeing or Airbus shall not exceed 60% of the total
Appraised Value of the Stage III Aircraft included in the Collateral as a
whole (it being understood that for purposes of this clause (A), Aircraft
manufactured by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Corporation shall be deemed not to be
Aircraft manufactured by Boeing notwithstanding the fact that ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Corporation and The Boeing Company were or are part of the same
corporate group); (B) at the time of such addition, the Banks shall have
received a certificate of an Authorized Officer of the Borrower certifying
that the conditions set forth in this Section 8.03 shall have been
satisfied after giving effect to such addition and attaching thereto any
Appraisals not previously delivered to the Banks; (C) the asset being added
shall constitute a "slot" or an aircraft or any other asset that is
reasonably satisfactory to the Collateral Agent except that after December
31, 1999 no aircraft other than Stage III Aircraft (or higher) shall be
included in the Collateral; and (D) the Borrower has taken all actions
necessary to grant to the Collateral Agent for the benefit of the Secured
Creditors a perfected security interest in such addition subject to no
Liens other than Permitted Liens; and
(ii) Holdings or any of its Subsidiaries may, in the ordinary
course of business and consistent with industry practice, (x) trade the use
of any "slot" that is Collateral with another air carrier or (y) lease or
license any such "slot" to another air carrier, in each case on a temporary
basis and PROVIDED that such transactions do not involve the transfer of
title to such "slots".
(n) Section 8.04 of the Credit Agreement is hereby amended by (i)
inserting after the word "except" appearing in the first sentence thereof the
phrase "(Liens described below are herein referred to as "Permitted Liens")";
(ii) deleting the words "Pool Assets" and "a Pool Asset" and inserting in lieu
thereof, the words "Collateral"; (iii) deleting the word "and" at the end of
clause (d); (iv) deleting the period appearing at the end of clause (e) and
inserting the text "; and" in lieu thereof; and (v) inserting the following new
clause (f): "(f) Liens created by the Security Documents.".
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(o) Section 8.05 is hereby amended by (i) inserting the text
"occurring on or before May 12, 1998" immediately prior to the semicolon
appearing at the end of Section 8.05(e) and (ii) inserting the text "on or
before May 12, 1998" immediately prior to the word "redeem" appearing in Section
8.05(g).
(p) Sections 8.06(d) and (e) of the Credit Agreement are each hereby
amended by (i) deleting the text "shall be applied to repay Loans and reduce
Commitments in accordance with Sections 3.03(e) and 4.02(c)" appearing in
Sections 8.06(d) and (e) and (ii) inserting the following text in lieu thereof:
"shall be applied to repay "Revolving Loans" and reduce
"Revolving Loan Commitments" (in each case as defined in the New
Credit Agreement) in accordance with Sections 3.02(c) and 2.03(b)
of the New Credit Agreement; PROVIDED, HOWEVER, to the extent any
portion thereof is applied to reduce "Revolving Loan Commitments"
(as defined in the New Credit Agreement) a corresponding amount
shall be applied to repay Loans and reduce Commitments in
accordance with Sections 4.02(d) and 3.03(e) hereof on the
earlier to occur of (x) May 12, 1999 and (y) the first date after
the Temporary Amendment Effective Date on which (i) no "Revolving
Loans" and no "Revolving Notes" (in each case as defined in the
New Credit Agreement) are outstanding, (ii) all "Obligations" (as
defined in the New Credit Agreement) have been repaid in full and
(iii) the "Total Revolving Loan Commitment" (as defined in the
New Credit Agreement) has been terminated in full".
(q) Section 8.06 of the Credit Agreement is hereby further amended
by (i) deleting the text "and" appearing at the end of clause (n), (ii)
re-lettering clause (o) thereof as clause (p) thereof and (iii) inserting the
following new clause (o) in the appropriate order in said Section:
"(o) Indebtedness incurred pursuant to the New Credit Agreement
in an aggregate principal amount outstanding at any one time not to
exceed $1,000,000,000 less the amount of permanent commitment
reductions thereunder after the Effective Date (as defined in the New
Credit Agreement); and"
(r) Section 8 of the Credit Agreement is hereby further amended by
(i) deleting Section 8.08 in its entirety and inserting in lieu thereof the
words "Intentionally Omitted." and (ii) inserting the following new Sections
8.13 and 8.14 at the end thereof:
"8.13 NEW CREDIT AGREEMENT. No Credit Party will amend the New
Credit Agreement or the other "Credit Documents" (as defined in the
New Credit Agreement).
8.14 NEW CREDIT AGREEMENT BORROWINGS. The Borrower will not
borrow "Revolving Loans" under, and as defined in, the New Credit
Agreement until such time as the Documentation Agent shall have
received a legal opinion, in form and
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substance satisfactory to the Documentation Agent, addressed to
each of the Agents and each of the Banks, from ▇▇▇▇▇ & ▇▇▇▇▇▇▇
regarding priority of the Secured Creditors' security interests in
the Aircraft Collateral (subject to Permitted Liens)."
(s) Section 9 of the Credit Agreement is hereby amended by (i)
inserting the word "or" at the end of Section 9.08 and (ii) inserting the
following new Section 9.09 immediately following Section 9.08 appearing therein:
"9.09 SECURITY DOCUMENTS. Any of the Security Documents shall
cease to be in full force and effect or shall cease to give the
Collateral Agent for the benefit of the Secured Creditors the Liens,
rights, powers and privileges purported to be created thereby
(including, without limitation, in all cases, a perfected security
interest in, and Lien on, all of the Collateral), in favor of the
Collateral Agent, superior to and prior to the rights of all third
Persons (except for Permitted Liens); or any Credit Party shall
default in the due performance or observance of any term, covenant or
agreement on its part to be performed or observed pursuant to any of
the Security Documents and such default in any material respect shall
continue beyond any grace period specifically applicable thereto
pursuant to the terms of such Security Document;"
(t) Section 9 of the Credit Agreement is hereby further amended by
(I) deleting the word "and" appearing immediately prior to the text "(iv)"
appearing in the last paragraph of said section and (II) inserting before the
period at the end of such last paragraph of said section the phrase "and (v)
enforce, as Collateral Agent, any or all of the Liens and security interests
created pursuant to the Security Documents".
(u) Section 10 of the Credit Agreement is hereby amended by deleting
the definitions of Agents, Applicable Eurodollar Margin, Applicable Commitment
Fee Percentage, Appraisal, Appraised Value and Credit Documents appearing
therein and inserting the following new definitions in lieu thereof:
" `Agents' shall mean each of the Compliance Agent, the
Syndication Agent, the Documentation Agent, the Administrative
Agent (including the Administrative Agent in its capacity as
Collateral Agent), National Westminster Bank plc and U.S. Bank
National Association (f/k/a First Bank National Association)."
" `Applicable Eurodollar Margin' shall mean 2.000%."
" `Applicable Commitment Fee Percentage' shall mean, for both
Basic Revolving Loans and Supplemental Revolving Loans, 0.3750%."
" `Appraisal' shall mean an appraisal, dated the date of
delivery thereof to the Banks pursuant to the terms of this Agreement,
by one or more independent appraisal firms satisfactory, at the time
of such Appraisal, to the Borrower and the
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Compliance Agent setting forth the fair market value, as determined
in accordance with the definition of "fair market value"
promulgated by the International Society of Transport Aircraft
Trading, as of the date of such appraisal of each item of
Collateral or proposed item of Collateral, as the case may be."
" `Appraised Value' shall mean as of any date of determination
the aggregate fair market value as of such date of each asset
constituting Collateral as provided in the most recently delivered
Appraisal."
" `Credit Documents' shall mean this Agreement (including the
Guaranty herein), the Notes, and each Security Document."
(v) Section 10 of the Credit Agreement is hereby further amended by
(I) deleting the definitions of Eligible Gate, Korean Lease and Pool Assets and
(II) deleting the text "amortization, depreciation and non-cash stock
compensation expense (to the extent in excess of $28 per share (adjusted for any
stock split or similar transaction) price with respect to such non-cash stock
compensation expense)" appearing in the definition of Consolidated EBITDAR and
inserting in lieu thereof the text "amortization and depreciation".
(w) Section 10 of the Credit Agreement is hereby further amended by
inserting the following new definitions in appropriate alphabetical order:
" `Aircraft' shall have the meaning provided in the Aircraft
Mortgage Agreement."
" `Aircraft Collateral' shall mean all "Collateral" as defined
in the Aircraft Mortgage Agreement."
" `Aircraft Mortgage Agreement' shall mean the Aircraft Mortgage
and Security Agreement entered into in connection with the Temporary
Amendment, as such agreement may be modified, amended or supplemented
from time to time in accordance with the terms thereof and of this
Agreement."
" `Airframe' shall have the meaning provided in the Aircraft
Mortgage Agreement."
" `Collateral' shall mean all of the "Aircraft Collateral" and
the "Slot Collateral"."
" `Collateral Agent' shall mean the Administrative Agent acting
as collateral agent for the Secured Creditors pursuant to the Security
Documents."
" `Engine' shall have the meaning set forth in the Aircraft
Mortgage Agreement."
" `Event of Loss' (x) with respect to an Aircraft, Airframe or
Engine shall mean any of the following events with respect to such
property: (i) the loss of
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such property or the use thereof due to the destruction of or
damage to such property which renders repair uneconomic or which
renders such property permanently unfit for normal use by the
Borrower for any reason whatsoever; (ii) any damage to such
property which results in an insurance settlement with respect to
such property on the basis of a total loss, or a constructive or
compromised total loss; (iii) the theft or disappearance of such
property, or the confiscation, condemnation, or seizure of, or
requisition of title to, or use of, such property by any
governmental or purported governmental authority (other than a
requisition for use by the United States government or any other
government of registry of such Aircraft) or any agency or
instrumentality of any thereof which in the case of any event
referred to in this clause (iii) (other than a requisition of
title) shall have resulted in the loss of possession of such
property by the Borrower for a period in excess of 180 consecutive
days or, in the case of a requisition of title, the requisition of
title shall not have been reversed within 90 days from the date of
such requisition of title; (iv) as a result of any law, rule,
regulation, order or other action by the FAA or other governmental
body of the government of registry of such Aircraft having
jurisdiction, the use of such property in the normal course of the
business of air transportation shall have been prohibited for a
period of 180 consecutive days; PROVIDED that an Event of Loss with
respect to an Aircraft shall be deemed to have occurred if an Event
of Loss occurs with respect to the Airframe of such Aircraft; and
(y) with respect to a "slot" shall mean the loss by the Borrower of
the right to use such slot.
" `FAA' means the United States Federal Aviation Administration
and any agency or instrumentality of the United States government
succeeding to its functions."
" `Federal Aviation Act' shall mean the Federal Aviation Act of
1958, as amended and recodified in ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, or
any similar legislation of the United States to supersede, amend or
supplement such Act and the rules and regulations promulgated
thereunder."
" `New Credit Agreement' shall mean the credit agreement, dated
as of May 12, 1998, by and among Holdings, NWA, the Borrower, the
lenders from time to time party thereto and The Chase Manhattan Bank,
as agent, as amended, modified and/or supplemented from time to time."
" `Permitted Liens' shall have the meaning set forth in Section
8.04."
" `Secured Creditors' shall mean the Banks and the Agents."
" `Security Documents' shall mean the Aircraft Mortgage Agreement
and the Slot Security Agreement."
" `Slot Collateral' shall mean all of the "Collateral" as defined
in the Slot Security Agreement."
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" `Slot Security Agreement' shall mean the Slot Security
Agreement entered into connection with the Temporary Amendment, as
such agreement may be modified, amended or supplemented from time to
time accordance with the terms thereof and the terms of this
Agreement."
" `Temporary Amendment' shall mean the Temporary Amendment to
Credit Agreement dated as of May 12, 1998 by and among Holdings, NWA,
the Borrower, the Agents and the Banks."
" `Temporary Amendment Effective Date' shall have the meaning set
forth in the Temporary Amendment."
(x) Section 12.12(a) of the Credit Agreement is hereby amended by (I)
re-numbering clauses (ii)-(v) as clauses (iii)-(vi); and (II) inserting the
following new clause (ii):
"(ii) release all or substantially all of the Collateral (except
as expressly provided in the Security Documents),"
(y) Section 13.01 of the Credit Agreement is hereby amended by
deleting the text "in its most comprehensive sense and includes" and inserting
the text "to mean" in lieu thereof.
3. Subject to the proviso contained in paragraph 2(g), the
amendments referred to in paragraph 2 of this Amendment shall be in full force
and effect at all times after the Temporary Amendment Effective Date and prior
to the Temporary Amendment Expiry Date, but shall cease to have any force or
effect thereafter, and, on the Temporary Amendment Expiry Date, the Credit
Agreement shall automatically, and without any action on the part of any Person,
revert to the Credit Agreement as in effect without giving effect to the
amendments referred to in paragraph 2 of this Amendment and the Collateral Agent
shall, in accordance with the terms of the Security Documents, release its
security interest in the Collateral.
4. This Amendment is limited precisely as written and shall not be
deemed to be a modification, acceptance or waiver of any other term, condition
or provision of the Credit Agreement, the other Credit Documents or any of the
instruments or agreements referred to therein.
5. In order to induce the Compliance Agent, the Administrative
Agent, the Syndication Agent, the Documentation Agent, the other Agents and the
Banks to enter into this Amendment, each of Holdings, NWA and the Borrower
hereby represents and warrants that (x) no Default or Event of Default exists on
the Temporary Amendment Effective Date both before and after giving effect to
this Amendment and (y) all of the representations and warranties contained in
the Credit Documents shall be true and correct in all material respects on the
Temporary Amendment Effective Date both before and after giving effect to this
Amendment with the same effect as though such representations and warranties had
been made on and as of the Temporary Amendment Effective Date (it being
understood that any representation or
-11-
warranty made as of a specific date shall be true and correct in all material
respects as of such specific date).
6. This Amendment shall become effective as of the date first
written above (the "Temporary Amendment Effective Date") when each of the
following conditions has been met (provided that if all such conditions have
not been so met by May 15, 1998, then this Amendment will not become
effective):
(i) the representations of Holdings, NWA and the Borrower set
forth in paragraph 5 above shall be true and correct in all material
respects;
(ii) each of Holdings, NWA, the Borrower and the Required Banks
shall have duly executed a counterpart hereof (whether the same or
different counterparts) and shall have delivered (including by way of
facsimile transmission) the same to the Administrative Agent at its
Notice Office;
(iii) the Documentation Agent shall have received opinions, in
form and substance satisfactory to the Documentation Agent, addressed to
each of the Agents and the Banks and dated the Temporary Amendment
Effective Date, from (i) ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq., Senior Vice
President, General Counsel and Secretary of Holdings, NWA and the
Borrower, which opinion shall generally cover the matters contained in
Exhibit F-1 to the Credit Agreement but relate to this Amendment and
shall be in form and substance satisfactory to the Agents, (ii) ▇▇▇▇▇
and ▇▇▇▇▇▇▇, special aviation counsel to the Credit Parties, which
opinion shall generally cover the matters contained in Exhibit D-2 to
the New Credit Agreement but relate to the Collateral (as defined in the
Credit Agreement (as amended by this Amendment)) and shall be in form
and substance satisfactory to the Agents, (iii) ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP,
special counsel to the Borrower, which opinion shall generally cover the
matters contained in Exhibit D-3 to the New Credit Agreement but relate
to the Collateral (as defined in the Credit Agreement (as amended by
this Amendment)) and shall be in form and substance satisfactory to the
Agents and (iv) White & Case LLP, special counsel to the Agents, which
opinion shall generally cover the matters contained in Exhibit F-2 to
the Credit Agreement but relate to this Amendment;
(iv) there shall have been delivered to each of the Agents and
each of the Banks a true and complete copy of the New Credit Agreement
which shall be in form and substance satisfactory to the Agents and the
Required Banks; PROVIDED, that unless the Administrative Agent has
received actual notice from another Agent or a Bank signatory hereto
that the condition contained in this clause (iv) has not been met to its
satisfaction, upon delivery of such Agent's or Bank's signatory page to
this Amendment in accordance with clause (ii) above, the condition
contained in this clause (iv) shall be deemed to have been met to such
Agents' or Banks' satisfaction;
(v) the "Effective Date" (as defined in the New Credit
Agreement) shall have occurred;
-12-
(vi) The Borrower shall have paid to the Agents and Banks all
costs, fees and expenses (including, without limitation, legal fees and
expenses) payable to the Agents and the Banks to the extent then due and
payable;
(vii) (a) the Borrower shall have duly authorized, executed and
delivered (I) an Aircraft Mortgage Agreement in the form of Attachment I
to this Amendment (as modified, amended or supplemented from time to
time in accordance with the terms thereof and hereof, the "Aircraft
Mortgage Agreement") and (II) a Slot Security Agreement in the form of
Attachment II to this Amendment (as modified, amended or supplemented
from time to time in accordance with the terms thereof and hereof, the
"Slot Security Agreement" and, together with the Aircraft Mortgage
Agreement, the "Security Documents"), in each case covering all of the
respective Collateral referred to therein;
(b) the Agents shall have received executed copies of proper
financing statements to be filed under the U.C.C. in all jurisdictions
necessary to perfect the security interests purported to be created by
the respective Security Documents;
(c) the Agents shall have received evidence of the
completion of all recordings and filings with respect to the Security
Documents necessary in order to perfect the security interest created by
the Security Documents, including, without limitation, all filings with
the FAA;
(d) the Agents shall have received evidence that all third
party approvals, consents, or notices, or all other actions required or
deemed reasonably necessary by the Administrative Agent to perfect and
protect the security interests created by the Security Documents have
been obtained or taken, as the case may be;
(e) the Agents shall have received an independent insurance
report (including confirmation of coverage), in form and substance
reasonably satisfactory to the Administrative Agent, indicating compliance
by the Borrower with the terms of the Security Documents relating to
insurance with respect to the Collateral; and
(f) the Agents shall have received certified copies of a
Request for Information or Copies (form UCC-11) or equivalent reports,
listing any financing statements relating to the Collateral; and
(viii) the Documentation Agent shall have received a certificate
dated the Temporary Amendment Effective Date and signed by an Authorized
Officer of the Borrower stating that the conditions set forth in clauses
(i) and (v) above have been satisfied.
7. This Amendment may be executed in any number of counterparts and
by the different parties hereto on separate counterparts, each of which
counterparts when executed and delivered shall be an original, but all of which
shall together constitute one and the same instrument. A complete set of
counterparts shall be lodged with the Borrower and each Agent.
-13-
8. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
9. From and after the Temporary Amendment Effective Date (or, in the
case of the amendment referred to in paragraphs 2(g), the date specified in said
paragraph) and, except as otherwise provided herein, until the Temporary
Amendment Expiry Date, all references in the Credit Agreement and each of the
Credit Documents to the Credit Agreement or any Credit Document shall be deemed
to be references to such Credit Agreement or such Credit Document as amended
hereby.
* * * *
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IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.
NORTHWEST AIRLINES CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance
and Chief Accounting Officer
NWA INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance
and Chief Accounting Officer
NORTHWEST AIRLINES, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President - Finance
and Chief Accounting Officer
ABN AMRO BANK N.V.,
CHICAGO BRANCH,
Individually and as Compliance Agent
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
By: /s/ Lukas van der Hoef
--------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
BANKERS TRUST COMPANY,
Individually and as Administrative
Agent
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
CHASE SECURITIES INC.,
as Syndication Agent
By: /s/ [Illegible]
--------------------------------
Name:
Title:
CITIBANK, N.A.,
as Documentation Agent
By: /s/ [Illegible]
--------------------------------
Name:
Title: Attorney in Fact
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH,
Individually and as an Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH,
Individually and as an Agent
By: /s/ ▇▇▇▇▇ ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇
Title: Senior Vice President
U.S. BANK NATIONAL ASSOCIATION
Individually and as an Agent
By: /s/ [Illegible]
--------------------------------
Name: [Illegible]
Title: VP
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Deputy General Manager
BANQUE NATIONALE DE PARIS
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ du ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ du Bocage
Title: Executive Vice President &
General Mgr.
▇▇▇▇▇ ▇▇▇ COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By: /s/ Wan-Tu Yeh
--------------------------------
Name: Wan-Tu Yeh
Title: VP & General Manager
THE CHASE MANHATTAN BANK
By: /s/ [Illegible]
--------------------------------
Name:
Title:
▇▇▇▇▇ ▇▇▇▇ BANK CO., LTD. NEW YORK
AGENCY
By: /s/ ▇▇▇▇▇ Si ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ Si ▇▇▇▇
Title: SVP & GM
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Philippe Soustra
--------------------------------
Name: Philippe Soustra
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Joint General Manager
BERLIN LANDESBANK--GIROZENTRALE
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Vice President Vice President
ROYAL BANK OF CANADA
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Senior Manager
DAI-ICHI KANGYO BANK, LTD., CHICAGO
BRANCH
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Senior President