FIRST AMENDMENT TO CREDIT AGREEMENT
FIRST AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as of January
23, 1998, 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 thereto (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 FIRST
BANK NATIONAL ASSOCIATION, as Agents. All capitalized terms used herein and not
otherwise defined 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 and amended and restated as of October 16, 1996 and further amended and
restated as of December 29, 1997 (as so amended and restated, the "Credit
Agreement");
WHEREAS, the parties hereto wish to amend the Credit Agreement as herein
provided;
NOW, THEREFORE, it is agreed:
1. Section 8.06 of the Credit Agreement is hereby amended by (1) deleting
the word "and" at the end of clause (l); (2) relettering clause (m) as clause
(o); and (3) inserting the following new clauses (m) and (n):
"(m) unsecured Indebtedness of Holdings or any of its Subsidiaries in
an aggregate original principal amount not in excess of $800,000,000
incurred to finance any redemption, retirement, repurchase or acquisition
pursuant to Section 8.05(g) (and in any event within 90 days after the
redemption, retirement, repurchase or acquisition being
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financed) and any refinancing thereof that does not increase the
outstanding principal amount thereof;
(n) unsecured Indebtedness of Holdings or any of its Subsidiaries in
an aggregate original principal amount not in excess of $250,000,000
incurred to finance any loans, advances or dividends of the nature referred
to in the proviso to the definition of the term "Distribution" herein (and
in any event within 90 days after the loan, advance or dividend being
financed) and any refinancing thereof that does not increase the
outstanding principal amount thereof; and"
2. The definitions of "Credit Party", "Distribution", "ERISA Affiliate",
"Guarantor" and "Subsidiary" in Section 10 of the Credit Agreement are hereby
amended in their entireties to read as set forth below:
" 'Credit Party' shall mean Holdings, NWA and the Borrower, and, in
the event Newco owns all of the outstanding shares of capital stock of
Holdings, Newco, except that Newco shall not be deemed to be a Credit Party
for purposes of Sections 6.09, 7.07 or 8.11 or for purposes of the
definitions of "Pension Plan" and "Termination Event" herein."
" 'Distribution' shall have the meaning provided in Section 8.05,
PROVIDED that loans, advances or dividends by Holdings or any of its
Subsidiaries in an aggregate amount not in excess of $400,000,000 to Newco
the proceeds of which are used to acquire, directly or indirectly, shares
of capital stock of Continental shall be deemed not to be Distributions for
all purposes of this Agreement."
" 'ERISA Affiliate' shall mean each person (as defined in Section 3(9)
of ERISA) which together with Holdings or any of its Subsidiaries would be
deemed to be a "single employer" within the meaning of Section 414(b), (c),
(m), or (o) of the Code, PROVIDED that in no event shall Air Partners or
any of its Subsidiaries or Continental or any of its Subsidiaries be deemed
to be ERISA Affiliates for any purpose."
" 'Guarantor' shall mean each of Holdings and NWA (and, in the event
Newco owns all of the outstanding shares of capital stock of Holdings,
Newco)."
" 'Subsidiary' shall mean, as to any Person, (i) any corporation more
than 50% of whose stock having by the terms
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thereof ordinary voting power to elect a majority of the directors of such
corporation (irrespective of whether or not at the time stock of any other
class or classes of such corporation shall have or might have voting power
by reason of the happening of any contingency) is at the time owned by such
Person and/or one or more Subsidiaries of such Person and (ii) any
partnership, limited liability company, association, joint venture or other
entity in which such Person and/or one or more Subsidiaries of such Person
has more than a 50% equity interest at the time; PROVIDED HOWEVER that
notwithstanding anything to the contrary, (x) LAX Two and its Subsidiaries
and (y) Air Partners and Continental and their Subsidiaries shall be deemed
not to be Subsidiaries of Holdings or any of its Subsidiaries for all
purposes of this Agreement (including, without limitation, the calculation
of the financial covenants and the definitions relating thereto) and the
other Credit Documents so long as, in the case of clause (y), Newco does
not own, directly or indirectly, more than 50% of the equity interest
(i.e., the economic interest rather than the voting interest) in
Continental."
3. Definitions of "Air Partners", "Continental" and "Newco" reading as
set forth below are hereby added to Section 10 of the Credit Agreement in
appropriate alphabetical sequence:
" 'Air Partners' shall mean Air Partners, L.P., a Texas limited
partnership."
" 'Continental' shall mean Continental Airlines, Inc., a Delaware
corporation."
" 'Newco' shall mean a holding company that owns all of the issued and
outstanding shares of capital stock of Holdings."
4. In the event that Newco (as defined in the Credit Agreement as amended
by this Amendment) owns all of the outstanding shares of capital stock of
Holdings,
(i) all references to "Holdings" in Sections 4.02(c), 4.02(d), 6
(excluding, however, Sections 6.05, 6.09 and 6.10), 7 (excluding, however,
Sections 7.01(a) and 7.01(b)), 8 (excluding, however, Section 8.05(e)), 9,
10 (excluding, however, the definitions of "Credit Party", "Distribution",
"Guarantor", "Holdings" and "Newco" and clause (ii) of the definition of
"Identified Indebtedness"), 11, and 12 of the Credit Agreement (as amended
pursuant to this Amendment) shall be deemed to refer to "Newco"; PROVIDED,
HOWEVER, that
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the references to "Holdings" in Sections 8.05(b) (second occurrence) and
8.05(g) of the Credit Agreement (as amended pursuant to this Amendment),
together with the reference to "Holdings" in clause (b) of the proviso to
the definition of "Indebtedness" in Section 10 of the Credit Agreement
(as amended pursuant to this Amendment), shall be deemed to refer to
"Newco and/or Holdings" and all references to "either Guarantor" in the
Credit Agreement shall be deemed to refer to "any Guarantor";
(ii) Sections 7.01(a) and 7.01(b) of the Credit Agreement shall be
amended in their entireties to read as set forth below:
" (a) ANNUAL FINANCIAL STATEMENTS. As soon as available and in
any event within 120 days after the close of each fiscal year of
Newco, (i) a copy of the SEC Form 10-K filed by Newco with the SEC for
such fiscal year, or, if no such Form 10-K was so filed by Newco for
such fiscal year, the consolidated balance sheet of Newco and its
subsidiaries and whether or not such Form 10-K was filed, of each of
Holdings and its Subsidiaries and the Borrower and its Subsidiaries,
as at the end of such fiscal year and the related consolidated
statements of operations, of common stockholders' equity (deficit) (in
the case of Newco and its subsidiaries) and of cash flows for such
fiscal year, setting forth comparative consolidated figures as of the
end of and for the preceding fiscal year, and examined by Ernst &
Young (or (x) any other "Big Six" or "Big Four" accounting firm or (y)
any other firm of independent public accountants of recognized
standing selected by Newco, Holdings or the Borrower, as the case may
be, and reasonably acceptable to the Required Banks) whose opinion
shall not be qualified as to the scope of audit or as to the status of
Newco, Holdings or the Borrower as a going concern, and (ii) a
certificate of such accounting firm stating that in the course of its
regular audit of the business of Newco, Holdings and the Borrower,
which audit was conducted in accordance with generally accepted
auditing standards, such accounting firm has obtained no knowledge of
any Default or Event of Default which has occurred and is continuing
or, if in the opinion of such accounting firm such a Default or Event
of Default has occurred and is continuing, a statement as to the
nature thereof.
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(b) QUARTERLY FINANCIAL STATEMENTS. As soon as available and in
any event within 45 days after the close of each of the first three
quarterly accounting periods in each fiscal year of Newco, a copy of
the SEC Form 10-Q filed by Newco with the SEC for such quarterly
period, or, if no such Form 10-Q was so filed by Newco with respect to
any such quarterly period, the consolidated balance sheet of Newco and
its subsidiaries, and whether or not such Form 10-Q was filed, of each
of Holdings and its Subsidiaries and the Borrower and its
Subsidiaries, as at the end of such quarterly period and the related
consolidated statements of operations for such quarterly period and
for the elapsed portion of the fiscal year ended with the last day of
such quarterly period and in each case setting forth comparative
consolidated figures as of the end of and for the related periods in
the prior fiscal year, all of which shall be certified by an
Authorized Officer of Newco, Holdings or the Borrower, as the case may
be, subject to changes resulting from audit and normal year-end audit
adjustments."; and
(iii) Holdings shall, within five Business Days after the date on
which Newco first owns all of such capital stock, cause Newco to furnish to
the Documentation Agent (x) counterparts of the Credit Agreement and this
Amendment executed on behalf of Newco (or other appropriate documents
making Newco a party to each thereof), (y) a certificate of the Secretary
or any Assistant Secretary of Newco as to the matters set forth in Section
5A.04(a) of the Credit Agreement with respect to Newco and as to the
incumbency and signatures of the Authorized Officers (as defined in the
Credit Agreement as amended pursuant to this Amendment) of Newco, together
with a letter from CT Corporation System with respect to Newco,
substantially in the form of Exhibit G to the Credit Agreement and (z) an
opinion from Xxxxxxx X. Xxxxxxxxx, Esq., Senior Vice President, General
Counsel and Secretary of Newco, which opinion shall be substantially in the
form of Exhibit F-1 to the Credit Agreement (except that references therein
to "Holdings" shall be references to "Newco"); the failure of Holdings to
comply with the foregoing provisions of this Section 4(iii) shall be an
Event of Default under and for all purposes of the Credit Agreement (as
amended pursuant to this Amendment).
5. In order to induce the Compliance Agent, the Administrative Agent, the
Syndication Agent, the Documentation Agent, the Agents and the Banks to enter
into this Amendment, each of Holdings, NWA and the Borrower hereby (i) makes
each of
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the representations, warranties and agreements contained in the Credit
Agreement (except that any representation or warranty which by its terms is
made as of a specified date shall be required to be true and correct in all
material respects only as of such specified date) on the Amendment Effective
Date (as hereinafter defined), after giving effect to this Amendment and (ii)
represents and warrants that no Default or Event of Default is in existence
on the Amendment Effective Date, after giving effect to this Amendment.
6. This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other provision of any other Credit Document.
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. This Amendment shall become effective as of the date first written
above (the "Amendment Effective Date") on the date when Holdings, NWA, the
Borrower and the Required Banks shall have signed a copy hereof (whether the
same or different copies) and shall have delivered (including by way of
telecopier) the same to the Administrative Agent at the Notice Office.
10. From and after the Amendment Effective Date, all references in the
Credit Agreement and the other Credit Documents to the Credit Agreement shall be
deemed to be references to the Credit Agreement 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. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Sr. Vice President - Finance &
Treasurer
NWA INC.
By /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Sr. Vice President - Finance &
Treasurer
NORTHWEST AIRLINES, INC.
By /s/ Xxxxxx X. Xxxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxxx, Xx.
Title: Sr. Vice President - Finance &
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/ Xxxxxxx X. Xxxxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By
--------------------------------
Name:
Title:
CHASE SECURITIES INC.,
as Syndication Agent
By /s/ [ILLEGIBLE]
--------------------------------
Name:
Title:
CITIBANK, N.A.,
as Documentation Agent
By /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President - Global Aviation
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH,
Individually and as an Agent
By
--------------------------------
Name:
Title:
FIRST BANK NATIONAL ASSOCIATION,
Individually and as an Agent
By /s/ Xxxx X. Oluin
--------------------------------
Name: Xxxx X. Oluin
Title: Vice President
BANK OF AMERICA NATIONAL TRUST &
SAVINGS ASSOCIATION, A NATIONAL
BANKING ASSOCIATION
By /s/ Xxxxx X. Xxxxx
--------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
THE BANK OF TOKYO-MITSUBISHI, LTD
CHICAGO BRANCH
By /s/ Xxxxxx Xxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Deputy General Manager
BANQUE NATIONALE DE PARIS
By /s/ Xxxxxx Xxxxxx du Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President
and General Manager
XXXXX XXX COMMERCIAL BANK, LTD,
NEW YORK BRANCH
By /s/ Wan-Tu Yeh
--------------------------------
Name: Wan-Tu Yeh
Title: VP & General Manager
XXXXX XXXX BANK CO.,
LTD. NEW YORK AGENCY
By /s/ Xxxxx-Si Xxxx
--------------------------------
Name: Xxxxx-Si Xxxx
Title: Senior Vice President &
General Manager
THE CHASE MANHATTAN BANK
By /s/ [ILLEGIBLE]
--------------------------------
Name:
Title:
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
By /s/ Hans Chr. Rjeisrud
--------------------------------
Name: Hans Chr. Rjeisrud
Title: First Vice President
By /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: First Vice President
CIBC INC
By /s/ Xxxx Xxxxxxxx
--------------------------------
Name: Xxxx Xxxxxxxx
Title: Executive Director
CIBC Xxxxxxxxxxx Corp., as Agent
CITICORP USA, INC.
By /s/ Xxxxxx Xxxxxx
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President - Global Aviation
THE DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By /s/ Xxxxx Xxxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Philippe Soustra
--------------------------------
Name: Philippe Soustra
Title: Senior Vice President
CREDIT SUISSE FIRST BOSTON
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By /s/ Xxxxxx X. Xxxxx
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
THE FUJI BANK, LIMITED
By
--------------------------------
Name:
Title:
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/ Xxxxx Xxxxxxx
--------------------------------
Name: Xxxxx Xxxxxxx
Title: Manager
THE SAKURA BANK, LTD.
By
--------------------------------
Name:
Title:
THE SANWA BANK, LIMITED, CHICAGO BRANCH
By /s/ Xxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President & Manager
THE SUMITOMO BANK, LIMITED,
CHICAGO BRANCH
By /s/ Xxxxxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxxxxx Xxxxxxxxx
Title: Joint General Manager
THE SUMITOMO TRUST AND BANKING CO.
LTD., LOS ANGELES AGENCY
By /s/ Xxxxxxx Xxxx
--------------------------------
Name: Xxxxxxx Xxxx
Title: Manager & Vice President
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH,
Individually and as an Agent
By /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH,
Individually and as an Agent
By /s/ Xxxxxx Xxxxxxxxx
--------------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
