Exhibit 10.50
AMENDMENT AND CONSENT
TO FIRST CREDIT AGREEMENT
AMENDMENT AND CONSENT, dated as of November 12, 1998 (this "Amendment
and Consent"), 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 First 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, as further amended as of January 23, 1998 and
as further amended by the Temporary Amendment described below (as amended,
modified and/or supplemented through the date hereof, the "First Credit
Agreement");
WHEREAS, Holdings, NWA, the Borrower, the Compliance Agent, the
Administrative Agent, the Syndication Agent, the Documentation Agent, the
other Agents and the Banks executed a Temporary Amendment to the First Credit
Agreement dated as of May 12, 1998 (the "Temporary Amendment") pursuant to
which certain provisions of the First Credit Agreement were permanently
amended and certain other provisions of the First Credit Agreement were
temporarily amended;
WHEREAS, Holdings, NWA and the Borrower entered into a Credit
Agreement, dated as of May 12, 1998, as amended as of May 29, 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 by any amendment, modification or supplement, the "Second Credit
Agreement");
WHEREAS, Holdings, NWA and the Borrower are concurrently herewith
entering into an amendment to the Second 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 (the "Second Amendment to
the Second Credit Agreement") and an amendment to the Aircraft Mortgage
Agreement (as such term is defined in the Second Credit Agreement) (the
"Amendment to the Second Credit Agreement Aircraft Mortgage");
WHEREAS, the Borrower is concurrently herewith entering into
amendments to the Security Documents;
WHEREAS, the parties hereto wish to amend certain provisions of the
First Credit Agreement, the Temporary Amendment and the Security Documents; and
WHEREAS, the Banks party hereto wish to consent to the Second
Amendment to the Second Credit Agreement and to the Amendment to the Second
Credit Agreement Aircraft Mortgage;
NOW THEREFORE, it is agreed:
1. The First Credit Agreement is amended as follows:
(a) Section 1.08(a) of the First 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 8.06(n) of the First Credit Agreement is hereby amended
by deleting the number "90" appearing therein and inserting the number "180" in
lieu thereof.
(c) Section 10 of the First Credit Agreement is hereby amended by
deleting the definitions of Applicable Eurodollar Margin and Applicable
Commitment Fee Percentage appearing therein and inserting the following new
definitions in lieu thereof:
" 'Amendment to the Second Credit Agreement Aircraft Mortgage'
shall have the meaning provided in the Amendment and Consent to the
Agreement, dated as of November 12, 1998."
" 'Applicable Eurodollar Margin' shall mean 2.000%."
" 'Applicable Commitment Fee Percentage' shall mean, for both
Basic Revolving Loans and Supplemental Revolving Loans, 0.3750%."
" 'Second Amendment to the Second Credit Agreement' shall have
the meaning provided in the Amendment and Consent to the Agreement,
dated as of November 12, 1998."
-2-
(d) Section 10 of the First Credit Agreement is hereby further
amended by inserting the following text immediately prior to the period
appearing at the end of the definition of Consolidated EBITDAR:
", plus (iv) the following amount for each of the following periods:
PERIOD AMOUNT
------------------------------------------------------------------------------
Second Quarter 1998 $45,000,000
Third Quarter 1998 $672,000,000
Fourth Quarter 1998 an amount equal to the lesser of (x) the sum of the
publicly announced costs relating to the strike by
the Northwest Air Line Pilots Association plus
out-of-period labor costs associated with the
settlement of such strike for the fourth quarter of
1998 and (y) $378,000,000
First Quarter 1999 an amount equal to the lesser of (x) the sum of the
publicly announced costs relating to the strike by
the Northwest Air Line Pilots Association plus
out-of-period labor costs associated with the
settlement of such strike for the first quarter of
1999 and (y) $75,000,000".
2. The Temporary Amendment is amended as follows:
(a) The fourth recital of the Temporary Amendment is hereby amended
by inserting the phrase "subject to paragraph 3 hereof," after the word "(B)"
appearing therein.
(b) The introductory language to paragraph 2 of the Temporary
Amendment is hereby amended by deleting the phrase ", but in each case only
until the Temporary Amendment Expiry Date" appearing therein and inserting in
lieu thereof the phrase ", but in each case, subject to the provisions of
paragraph 3 hereof, only until the Temporary Amendment Expiry Date".
(c) Paragraph 2(a) of the Temporary Amendment is hereby deleted in
its entirety and "(a) INTENTIONALLY OMITTED." Inserted in lieu thereof.
(d) Paragraph 2(u) of the Temporary Amendment is hereby amended by
(i) deleting the words "Applicable Eurodollar Margin, Applicable Commitment Fee
Percentage," appearing therein and (ii) deleting the definitions of "Applicable
Eurodollar Margin" and "Applicable Commitment Fee Percentage" set forth therein.
-3-
(e) Paragraph 3 of the Temporary Amendment is hereby amended by
inserting at the end thereof the following phrase:
"Notwithstanding anything in this Amendment to the contrary, the
Temporary Amendment Expiry Date shall not be deemed to have
occurred with respect to any of the amendments referred to in
paragraph 2 hereof, other than those amendments referred to in
paragraphs 2(g), 2(m)(iv) and (v), 2(o), 2(p), 2(q) and 2(r), and
the Collateral Agent shall not release its security interest in the
Collateral, unless and until:
(a) (i) no "Revolving Loans" and no "Revolving Notes" (in each
case as defined in the Second Credit Agreement) are
outstanding, (ii) all "Obligations" (as defined in the Second
Credit Agreement) have been repaid in full and (iii) the "Total
Revolving Loan Commitment" (as defined in the Second Credit
Agreement) has been terminated in full;
(b) no Default or Event of Default shall have occurred and be
continuing;
(c) the senior unsecured debt rating of the Borrower (without
any credit enhancements of any type and based upon an actual
issuance of senior unsecured debt and not upon an "implied
rating") as rated by Standard and Poor's Rating Services
("S&P") is no less than "BB" and as rated by Xxxxx'x Investor
Services, Inc. ("Xxxxx'x") is no less than "Ba2"; and
(d) the sum of (x) unrestricted cash and cash equivalents and
(y) unrestricted short term investments of Holdings and its
Subsidiaries all as determined on a consolidated basis in
accordance with GAAP and as certified to the Banks by Holdings'
treasurer or chief financial officer, and (z) the Total
Unutilized Basic Revolving Loan Commitment and the Total
Unutilized Supplemental Revolving Loan Commitment exceeds
$1,000,000,000.
3. Section 8.13 of the First Credit Agreement is hereby amended by
adding the following proviso at the end thereof:
"; provided, however, the Borrower shall be permitted to enter into
the Second Amendment to the Second Credit Agreement and the Amendment to
the Second Credit Agreement Aircraft Mortgage"
4. The undersigned Banks consent to and authorize the Collateral
Agent to enter into amendments to the Aircraft Mortgage Agreement and the Slot
Security Agreement in substantially the form attached hereto as Attachments I
and II.
5. This Amendment and Consent 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 First Credit Agreement, the other Credit
Documents, the Temporary Amendment or any of the instruments or agreements
referred to therein.
-4-
6. 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 and Consent, each of Holdings, NWA and the
Borrower hereby represents and warrants that (x) no Default or Event of Default
shall exist on the Effective Date both before and after giving effect to this
Amendment and Consent 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 and Consent 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).
7. This Amendment and Consent shall become effective as of the date
first written above (the "Effective Date") when each of the following conditions
has been met (provided that if all such conditions have not been so met by
November 16, 1998, then this Amendment and Consent will not become effective):
(i) the representations of Holdings, NWA and the Borrower set
forth in paragraph 6 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) there shall have been delivered to each of the Agents and
each of the Banks a true and complete copy of the Second Amendment to the
Second Credit Agreement and the Amendment to the Second Credit Agreement
Aircraft Mortgage 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 (iii) has not been met
to its satisfaction, upon delivery of such Agent's or Bank's signature page
to this Amendment and Consent in accordance with clause (ii) above, the
condition contained in this clause (iii) shall be deemed to have been met
to such Agent's or Bank's satisfaction;
(iv) the "Second Amendment Effective Date" (as defined in the
Second Amendment to the Second Credit Agreement) shall have occurred;
(v) 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; and
(vi) the Borrower shall have duly authorized, executed and
delivered (I) an amendment to the Aircraft Mortgage Agreement in the form
of Attachment I to this Amendment and Consent and (II) an amendment to the
Slot Security Agreement in the form of Attachment II to this Amendment and
Consent and the Banks shall have received a legal opinion from counsel, and
in form and substance, satisfactory to the Administrative
-5-
Agent to the effect that the perfection and priority of the security
interests granted pursuant to the Aircraft Mortgage Agreement and the
Slot Security Agreement are not affected by the amendments thereto.
8. This Amendment and Consent 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.
9. 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.
10. From and after the Effective Date, all references in the Credit
Agreement, each of the Credit Documents and the Temporary Amendment to the
Credit Agreement, any Credit Document or the Temporary Amendment shall be deemed
to be references to such Credit Agreement, such Credit Document or such
Temporary Amendment as amended hereby.
* * * *
-6-
Exhibit 10.50
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/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President Finance
and Chief Accounting Officer
NWA INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President Finance
and Chief Accounting Officer
NORTHWEST AIRLINES, INC.
By: /s/ Xxxx X. Xxxxxxxx
------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President Finance
and Chief Accounting Officer
NORTHWEST AIRLINES CORPORATION
f/k/a Newbridge Parent Corporation
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Treasurer
ABN AMRO BANK N.V.,
CHICAGO BRANCH,
Individually and as Compliance Agent
By: /s/ Lukas van der Hoef
------------------------------------
Name: Lukas van der Hoef
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: /s/ Xxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
PARIBAS
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxx Xxxxxxxx
------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
CHASE SECURITIES INC.,
as Syndication Agent
By: /s/ Xxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Vice President
Global Aerospace Group
CITIBANK, N.A.,
as Documentation Agent
By: /s/ Xxxxxx Xxxxx
------------------------------------
Name: Xxxxxx Xxxxx
Title: Managing Director-Global
Aviation
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
Individually and as an Agent
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC, NASSAU
BRANCH,
Individually and as an Agent
By: /s/ Xxxxx Xxxxx
------------------------------------
Name: Xxxxx Xxxxx
Title: Vice President
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 NATIONAL TRUST &
SAVINGS ASSOCIATION
By: /s/ R. Xxx Xxxxxxxxx
------------------------------------
Name: R. Xxx Xxxxxxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President and Manager
BANQUE NATIONALE DE PARIS
By: /s/ Jo Xxxxx Xxxxxx
------------------------------------
Name: Jo Xxxxx Xxxxxx
Title: Senior Vice President and
Manager
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ E. Xxxxxxx Xxxxxx
------------------------------------
Name: E. Xxxxxxx Xxxxxx
Title: Executive Director
CIBC Xxxxxxxxxxx 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: Vice President
Global Aerospace and Shipping
XXXXX XXXX BANK CO., LTD. NEW YORK
AGENCY
By: /s/ Xxxxx-Si Shin
------------------------------------
Name: Xxxxx-Si Shin
Title: Senior Vice President
to General Manager
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
By: /s/Hans Chr. Kjelsrud
------------------------------------
Name: Hans Chr. Kjelsrud
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Name: Xxxxxx Xxxxxx
Title: Senior Vice President
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Phillipe Soustra
------------------------------------
Name: Phillipe Soustra
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
By: /s/ Xxxxxx X. Xxxxx
------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
DAI-ICHI KANGYO BANK, LTD., CHICAGO
BRANCH
By: /s/ X. Xxxxxxx
------------------------------------
Name: X. Xxxxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By: /s/ Xxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Joint General Manager
HAMBURISCHE LANDESBANK--GIROZENTRALE
By:
------------------------------------
Name:
Title:
LANDESBANK Berlin--GIROZENTRALE
By: /s/ Xxxxx Xxxxxx
------------------------------------
Name: Xxxxx Xxxxxx
Title: Senior Vice President
By: /s/ Xxxxxx Xxxxxxx
------------------------------------
Name: Xxxxxx Xxxxxxx
Title: Vice President
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: /s/ Xxxxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Manager
THE SAKURA BANK, LTD.
By: /s/ Xxxxxxxxx Xxxxxx
------------------------------------
Name: Xxxxxxxxx Xxxxxx
Title: Vice President
THE SANWA BANK, LIMITED
By: /s/ Xxxxxxx X. Xxxxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
THE SUMITOMO BANK, LIMITED, CHICAGO
BRANCH
By: /s/ Xxxx X. Xxxxxx
------------------------------------
Name: Xxxx X. Xxxxxx
Title: Senior Vice President
THE SUMITOMO TRUST AND BANKING CO., LTD.
By: /s/ Xxxxxxx Xxxx
------------------------------------
Name: Xxxxxxx Xxxx
Title: Manager and Vice President
