AMENDMENT
TO CREDIT AGREEMENT
AMENDMENT TO CREDIT AGREEMENT, dated as of January 27, 1999 (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 (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 Credit Agreement dated as of
May 12, 1998, among Newco, Holdings, NWA, the Borrower, the lenders from time to
time party thereto and The Chase Manhattan Bank , as agent, pursuant to an
Amended and Restated Credit Agreement to be dated on or about February 9, 1999,
by and among Newco, Holdings, NWA, the Borrower, the lenders from time to time
party thereto and Bankers Trust Company, as syndication agent and The Chase
Manhattan Bank, as administrative 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 consent to Xxxxx, Xxxxxxxx, XXX
and the Borrower entering into the New Credit Agreement;
NOW THEREFORE, it is agreed:
1. Section 8 of the Credit Agreement is hereby amended by deleting
Section 8.14 in its entirety and inserting in lieu thereof the words
"Intentionally Omitted."
2. 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 credit agreement, dated as of May 12, 1998, among Newco,
Holdings, NWA, the Borrower, the lenders from time to time party
thereto and The Chase Manhattan Bank, as agent, to be dated as of
approximately February 9, 1999, by and among Newco, Holdings, NWA,
the Borrower, the lenders from time to time party thereto and Bankers
Trust Company, as syndication agent, and The Chase Manhattan Bank, as
administrative agent, 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 hereto
and otherwise on terms and conditions satisfactory to the
Administrative Agent."
3. The Temporary Amendment is hereby amended by deleting the date
"May 12, 1999" in each place it appears and inserting in lieu thereof 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."
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 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.
-2-
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.
* * * *
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
f/k/a Newbridge Parent Corporation
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and Chief
Accounting Officer
NORTHWEST AIRLINES HOLDINGS CORPORATION
f/k/a Northwest Airlines Corporation
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and Chief
Accounting Officer
NWA INC.
By: /s/ Xxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and Chief
Accounting Officer
NORTHWEST AIRLINES, INC.
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Name: Xxxx X. Xxxxxx
Title: Vice President-Finance
ABN AMRO BANK N.V.,
CHICAGO BRANCH,
Individually and as Compliance Agent
By: /s/ Xxxx X. Xxxxx
-------------------------------------
Name: Xxxx X. Xxxxx
Title: Senior Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY,
Individually and as Administrative Agent
By: /s/ Xxxxx X. Xxxxx
-------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
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: 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
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:
-------------------------------------
Name:
Title:
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By:
-------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:
-------------------------------------
Name:
Title:
XXXXX XXX COMMERCIAL BANK, LTD.,
NEW YORK BRANCH
By: /s/ Wan-Tu Yeh
-------------------------------------
Name: Wan-Tu Yeh
Title: Vice President &
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 Xxxx
-------------------------------------
Name: Xxxxx-Si Xxxx
Title: Senior Vice President &
General Manager
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
By:
-------------------------------------
Name:
Title:
By:
-------------------------------------
Name:
Title:
Canadian Imperial Bank of Commerce
By: /s/ E. Xxxxxxx Xxxxxx
-------------------------------------
Name: E. Xxxxxxx Xxxxxx,
Title: Executive Director
CIBC Xxxxxxxxxxx Corp.,
As Agent
CREDIT LYONNAIS
NEW YORK BRANCH
By: /s/ Pascal Poupelle
-------------------------------------
Name: Pascal Poupelle
Title: Executive Vice President
CREDIT SUISSE FIRST BOSTON
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Managing Director
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
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
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
PARIBAS
By:
-------------------------------------
Name:
Title:
ROYAL BANK OF CANADA
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Manager
THE SAKURA BANK, LTD.
By:
-------------------------------------
Name:
Title:
THE SANWA BANK, LIMITED
By:
-------------------------------------
Name:
Title:
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: Senior Vice President
and Manager
XXXXXX XXXXXXX
By:
-------------------------------------
Name:
Title:
