FIFTH AMENDMENT

Exhibit 10.2

EXECUTION COPY

FIFTH AMENDMENT

FIFTH AMENDMENT, dated as of May 1, 2003 (this “Amendment”), to the CREDIT AND GUARANTEE AGREEMENT, dated as of October 24, 2000 (as amended, supplemented or otherwise modified, the “Credit and Guarantee Agreement”), among NORTHWEST AIRLINES CORPORATION, a Delaware corporation (“Holdings”), NORTHWEST AIRLINES HOLDINGS CORPORATION, a Delaware corporation (“NWAC”), NWA INC., a Delaware corporation (“NWA”) (Holdings, NWAC and NWA collectively referred to hereafter as the “Guarantors”), NORTHWEST AIRLINES, INC., a Minnesota corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit and Guarantee Agreement (the “Lenders”), CREDIT LYONNAIS NEW YORK BRANCH and ABN AMRO BANK N.V., as co-documentation agents (in such capacities, the “Co-Documentation Agents”), CITICORP USA, INC. and U.S. BANK NATIONAL ASSOCIATION, as co-arrangers (in such capacities, the “Co-Arrangers”), DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as syndication agent (in such capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “Administrative Agent”), and X.X. XXXXXX SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as joint lead arrangers and joint bookrunners (in such capacities, the “Joint Lead Arrangers”).

W I T N E S S E T H:

WHEREAS, the Guarantors, the Borrower, the Lenders, the Administrative Agent, the Co-Documentation Agents, the Co-Arrangers, the Syndication Agent and the Joint Lead Arrangers are parties to the Credit and Guarantee Agreement; and

WHEREAS, the Borrower and the Guarantors have requested that the Credit and Guarantee Agreement be amended as set forth herein;

NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

SECTION 1.           Defined Terms.  Terms defined in the Credit and Guarantee Agreement and used herein shall have the meanings given to them in the Credit and Guarantee Agreement.

SECTION 2.           Amendment to Section 7.1 (Financial Condition Covenants).  Section 7.1(b) of the Credit and Guarantee Agreement is hereby amended and restated to read in its entirety as follows:

“(b)  Consolidated EBITDAR to Consolidated Fixed Charges.  Permit the ratio of Consolidated EBITDAR to Consolidated Fixed Charges for (i) the three-month period ended on June 30, 2004, (ii) the six-month period ended on September 30, 2004, (iii) the nine-month period ended December 31, 2004, (iv) the twelve-month period ended March 31, 2005 or (v) after March 31, 2005, any period of four consecutive fiscal quarters ended on the last day of any fiscal quarter, in each case to be less than 1.00 to 1.00.”

SECTION 3.           Conditions to Effectiveness of this Amendment.

This Amendment shall become effective on the date (the “Amendment Effective Date”) on which the following conditions precedent have been satisfied:

(a)  the Administrative Agent shall have received counterparts of this Amendment duly executed and delivered by (i) the Borrower, (ii) the Guarantors and (iii) the Required Lenders; and

(b)  the Borrower shall have paid to the Administrative Agent, for the account of each Lender which executes and delivers this Amendment prior to 5:00 p.m., New York City time, May 13, 2003, an amendment fee in an amount equal to the Amendment Fee Percentage (as defined below) of the sum of (i) the Five-Year Revolving Commitment of such Lender, (ii) the Tranche B Revolving Commitment of such Lender, and (iii) the aggregate principal amount of any Term-Out Loans of such Lender then outstanding, in each case as of the Amendment Effective Date.  As used herein, the “Amendment Fee Percentage” shall mean the percentage separately disclosed to the Lenders in connection with this Amendment as the basis upon which the Amendment Fee Percentage shall be calculated.

SECTION 4.           Payment of Expenses.  The Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and expenses incurred in connection with this Amendment and any other documents prepared in connection herewith, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

SECTION 5.           Miscellaneous.

(a)           Effect.  Except as expressly amended hereby, all of the representations, warranties, terms, covenants and conditions of the Loan Documents shall remain unamended and not waived and shall continue to be in full force and effect.

(b)           Counterparts.  This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts (including by telecopy transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.  A set of the copies of this Amendment signed by all the parties shall be lodged with the Borrower and the Administrative Agent.

(c)           Severability.  Any provision of this Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(d)           Integration.  This Amendment and the other Loan Documents represent the agreement of the Loan Parties and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Lenders relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.

(e)           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

	NORTHWEST AIRLINES CORPORATION
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Senior Vice President & Treasurer
	NORTHWEST AIRLINES HOLDINGS CORPORATION
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Senior Vice President & Treasurer
	NWA INC.
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Senior Vice President & Treasurer
	NORTHWEST AIRLINES, INC.
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Senior Vice President & Treasurer
	JPMORGAN CHASE BANK, as Administrative Agent and as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Managing Director

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	ABN AMRO Bank, N.V., Lender
	By:	/s/ Xxxxxx X. Xxxxxxxx
	Name:		Xxxxxx X. Xxxxxxxx
	Title:		Senior Vice President Diversified Industries Central
	By:	/s/ X.X. Xxxxxxx
	Name:		X.X. Xxxxxxx
	Title:		Senior Vice President

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	THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
	By:	/s/ Schinichiro Munechika
	Name:		Xxxxxxxxxx Xxxxxxxxx
	Title:		Deputy General Manager

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	BNP PARIBAS
	By:	/s/ Xxxxx X. Xxxxxx
	Name:		Xxxxx X. Xxxxxx
	Title:		Director
	By:	/s/ Xxxxxxxxx X. Xxxxxx
	Name:		Xxxxxxxxx X. Xxxxxx
	Title:		Director

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	XXXXX XXX COMMERCIAL BANK LTD., NEW YORK BRANCH
	By:	/s/ Ming-Xxxxx Xxx
	Name:		Ming-Xxxxx Xxx
	Title:		VP & General Manager

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	CHINATRUST COMMERCIAL BANK
	By:	/s/ Xxxx Xxx
	Name:		Xxxx Xxx
	Title:		Senior Vice President

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	CREDIT LYONNAIS, NEW YORK BRANCH
	By:	/s/ Xxxxx Xxxxxxx
	Name:		Xxxxx Xxxxxxx
	Title:		Vice President

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	CREDIT SUISSE FIRST BOSTON acting through its Cayman Islands Branch
	By:	/s/ Xxxxxx Xxxxxxxxx
	Name:			Xxxxxx Xxxxxxxxx
	Title:			Director
	By:	/s/ Xxxxxx X. Xxxxx
	Name:		Xxxxxx X. Xxxxx
	Title:		Associate

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	DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company)
	By:	/s/ Xxxxxxxxxx Xxxxxx
	Name:		Xxxxxxxxxx Xxxxxx
	Title:		Vice President

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	XXXXXXXXXXXXX XXX XXXXXXXXXXXX
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:		Xxxxxxx Xxxxxxxx
	Title:		Vice President
	By:	/s/ Xxxxx Xxxxxxxxx
	Name:		Xxxxx Xxxxxxxxx
	Title:		Senior Project Manager

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	XXX XXXXX XXXX XX XXXXXXXX plc
	By:	/s/ Xxxxx Xxxx
	Name:		Xxxxx Xxxx
	Title:		Senior Vice President

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	XXXXX XXXXXX BANK AND TRUST COMPANY
	By:	/s/ Xxxx X. Xxxxx
	Name:		Xxxx X. Xxxxx
	Title:		Assistant Vice President

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	XXXXX XXXXXXXX XXXX
	By:	/s/ Xxxx Xxxxxxxxxx
	Name:		Xxxx Xxxxxxxxxx
	Title:		Vice President

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	U.S. BANK NATIONAL ASSOCIATION, Lender
	By:	/s/ Xxxx X. Xxxxx
	Name:		Xxxx X. Xxxxx
	Title:		Senior Vice President

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	DRESDNER BANK AG NEW YORK AND GRAND CAYMAN BRANCHES
	By:	/s/ Xxxxxx X. Xxxxx
	Name:		Xxxxxx X. Xxxxx
	Title:		Director
	By:	/s/ Xxxxxxx Xxxx
	Name:		Xxxxxxx Xxxx
	Title:		Associate

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	XXXXX XXXXXXXXXX XXXX, XXX XXXX AGENCY
	By:	/s/ Xxxxx X.X. Xx
	Name:		Xxxxx X.X. Xx
	Title:		VP & General Manager

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	XXX XXX COMMERCIAL BANK, LTD. NEW YORK AGENCY
	By:	/s/ Xxx-Xxxx Xxxxx
	Name:		Xxx-Xxxx Xxxxx
	Title:		General Manager & S.V.P.

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	CITIBANK N.A.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:		Xxxxxxx X. Xxxxxx
	Title:		Director

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	MIZUHO CORPORATE BANK, LTD.
	By:	/s/ Xxxxxxx Xxxxxxx
	Name:		Xxxxxxx Xxxxxxx
	Title:		Senior Vice President

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	MITSUBISHI TRUST & BANKING CORPORATION
	By:	/s/ Ryo Magome
	Name:		Ryo Magome
	Title:		Senior Vice President

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	SUMITOMO MITSUI BANKING CORPORATION (f/k/a THE SAKURA BANK, LTD)
	By:	/s/ Suresh Tata
	Name:		Suresh Tata
	Title:		Senior Vice President

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	XXXXXX XXXXXXX SENIOR FUNDING, INC.
	By:	/s/ Xxxxxxx X. Xxxx
	Name:		Xxxxxxx X. Xxxx
	Title:		Vice President

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