Exhibit 10.32
AMENDMENT
TO CREDIT AGREEMENT
AMENDMENT TO CREDIT AGREEMENT, dated as of January 31, 2000 (this
"Amendment"), by and among NORTHWEST AIRLINES CORPORATION, a Delaware
corporation formerly known as Newbridge Parent Corporation ("Newco"), NORTHWEST
AIRLINES HOLDINGS CORPORATION, a Delaware corporation formerly known as
Northwest Airlines 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, Newco, 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, as further amended as of January
23, 1998, as further amended as of May 12, 1998 (the "Temporary Amendment") and
as further amended as of November 12, 1998, January 27, 1999 and October 29,
1999 (as amended, modified and/or supplemented through the date hereof, the
"Credit Agreement");
WHEREAS, Newco, Holdings, NWA, the Borrower and Northwest Airlines
Holding Corporation intend to amend and restate the Amended and Restated Credit
Agreement dated as of February 9, 1999, among Newco, Holdings, NWA, the
Borrower, the lenders from time to time party thereto, Bankers Trust Company, as
syndication agent, The Chase Manhattan Bank, as administrative agent and BT
Alex. Xxxxx Incorporated and Chase Securities Inc., as co-book managers,
pursuant to an Amended and Restated Credit Agreement to be dated on or about
February 4, 2000, by and among Newco, Holdings, NWA, the Borrower, the lenders
from time to time party thereto and Bankers Trust Company, as syndication agent,
The Chase Manhattan Bank, as administrative agent, Credit Lyonnais New York
Branch, as documentation agent, ABN Amro Bank N.V., as compliance agent and
Deutsche Bank Securities Inc. and Chase Securities Inc., as joint lead arrangers
and joint book managers (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 consent to Xxxxx, Xxxxxxxx, XXX
and the
Borrower entering into the New Credit Agreement;
NOW THEREFORE, it is agreed:
1. Section 2(w) of the Temporary Amendment is hereby amended by
deleting the definition of New Credit Agreement appearing therein and inserting
the following new definition in lieu thereof:
" 'New Credit Agreement' shall mean an amendment and
restatement to the amended and restated credit agreement, dated as
of February 9, 1999, among Newco, Holdings, NWA, the Borrower, the
lenders from time to time party thereto, Bankers Trust Company, as
syndication agent, The Chase Manhattan Bank, as administrative
agent, BT Alex. Xxxxx Incorporated and Chase Securities Inc., as
co-book managers, which amendment and restatement shall be dated as
of approximately February 4, 2000, by and among Newco, Holdings,
NWA, the Borrower, the lenders from time to time party thereto,
Bankers Trust Company, as syndication agent, and The Chase Manhattan
Bank, as administrative agent, Credit Lyonnais New York Branch, as
documentation agent, ABN Amro Bank N.V., as compliance agent and
Deutsche Bank Securities Inc. and Chase Securities Inc., as joint
lead arrangers and joint book managers, as amended, modified and/or
supplemented from time to time, which amended and restated credit
agreement shall be on substantially the terms and conditions set
forth on Exhibit A to the Sixth Amendment to the First Credit
Agreement and otherwise on terms and conditions satisfactory to the
Administrative Agent.
'Sixth Amendment to the First Credit Agreement' shall have the
meaning provided in the New Credit Agreement."
2. The Temporary Amendment is hereby amended by deleting the phrase
"the date occurring 364 days after the Effective Date under, and as defined in,
the New Credit Agreement as in effect on the date on which the New Credit
Agreement is originally executed" in each place it appears and inserting in lieu
thereof the phrase "the date occurring 364 days after the Restatement Effective
Date under, and as defined in, the New Credit Agreement".
3. The definition of 'Permitted Municipal Indebtedness' under
Section 10 of the Credit Agreement is hereby amended by (i) deleting the word
"and" at the end of subsection (d) thereof, (ii) deleting the "." at the end of
subsection (e) thereof, (iii) adding the word "; and" at the end of subsection
(e) thereof, and (iii) inserting the following new subsection (f) at the end
thereof:
"(f) $84,305,000 Charter County of Wayne, Michigan Special Airport
Facilities Revenue Refunding Bonds (Northwest Airlines, Inc. Facilities)
Series 1995."
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
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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 Newco, Holdings, NWA and the
Borrower hereby represents and warrants that (x) no Default or Event of Default
exists on the 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
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 Effective Date (it being understood that any representation or
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 "Effective Date") when each of Newco, 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.
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.
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 Effective 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/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Treasurer
NORTHWEST AIRLINES HOLDINGS CORPORATION
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Treasurer
NWA INC.
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Treasurer
NORTHWEST AIRLINES, INC.
By:/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President and Assistant
Treasurer
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ABN AMRO BANK N.V.,
CHICAGO BRANCH,
Individually and as Compliance Agent
By:/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
By:/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Assistant Vice President
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: signature
--------------------------------------
Name:
Title:
PARIBAS
By:/s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Managing Director
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CHASE SECURITIES INC.,
as Syndication Agent
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
CITIBANK, N.A.,
as Documentation Agent
By:/s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
Individually and as an Agent
By:/s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Regional Financial Officer
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH,
Individually and as an Agent
By:/s/ Xxxxx Xxxxx
--------------------------------------
Name: Xxxxx Xxxxx
Title: Regional Financial Officer
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U.S. BANK NATIONAL ASSOCIATION
Individually and as an Agent
By:/s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
BANK OF AMERICA N.A.
By:/s/ Xxxx McDoell
--------------------------------------
Name: Xxxx McDoell
Title: Principal
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By:/s/ Xxx X. Xxxxxx XX
--------------------------------------
Name: Xxx X. Xxxxxx XX
Title: Senior Vice President
BANQUE NATIONALE DE PARIS
By:/s/ Xxxxxx Xxxxxx du Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President
and General Manager
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CIBC INC.
By:/s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Executive Director CIBC World
Markets Corp. As Agent
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By:/s/ Wan-Tu Yeh
--------------------------------------
Name: Wan-Tu Yeh
Title: Vice President and
General Manager
THE CHASE MANHATTAN BANK
By:/s/ Xxxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Managing Director
XXXXX XXXX BANK CO., LTD. NEW YORK AGENCY
By:/s/ Xxxxx Si Xxxx
--------------------------------------
Name: Xxxxx Si Xxxx
Title: Senior Vice President &
General Manager
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CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
By:______________________________________
Name:
Title:
By:
--------------------------------------
Name:
Title:
CREDIT LYONNAIS
NEW YORK BRANCH
By:/s/ Philippe Sonstra
--------------------------------------
Name: Philippe Sonstra
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By:/s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By:/s/ Xxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
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DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By:
--------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:/s/ Xxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President &
Group Head
HAMBURISCHE LANDESBANK--GIROZENTRALE
By:
--------------------------------------
Name:
Title:
LANDESBANK BERLIN -GIROZENTRALE-
By:/s/ A. S. R. Xxxxxxx
--------------------------------------
Name: A. S. R. Xxxxxxx
Title: Director
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THE MITSUBISHI TRUST AND BANKING
CORPORATION, NEW YORK BRANCH
By:/s/ Xxxxx X. Xxxxx
--------------------------------------
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
ROYAL BANK OF CANADA
By:
--------------------------------------
Name:
Title:
THE SAKURA BANK, LTD.
By:
--------------------------------------
Name:
Title:
THE SANWA BANK, LIMITED
By:
--------------------------------------
Name:
Title:
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XXX XXXXXXXX XXXX, XXXXXXX,
XXXXXXX BRANCH
By:/s/ Xxxx X. Xxxxxx
--------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
THE SUMITOMO TRUST AND BANKING CO., LTD.
By:/s/ Xxxxxxx X. Xxxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
By:
--------------------------------------
Name:
Title:
INDOSUEZ CAPITAL FUND III, LIMITED
By: Indosuez Capital as Portfolio Advisor
By:/s/ Xxxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxx
Title: Vice President
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