Exhibit 10.31
FIFTH AMENDMENT AND CONSENT
TO THE FIRST CREDIT AGREEMENT
FIFTH AMENDMENT AND CONSENT TO THE FIRST CREDIT AGREEMENT, dated as
of October 29, 1999 (this "Amendment"), by and among NORTHWEST AIRLINES
CORPORATION f/k/a Newbridge Parent Corporation, a Delaware corporation
("Newco"), NORTHWEST AIRLINES HOLDINGS CORPORATION f/k/a 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, 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 by the Temporary Amendment, 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, and as amended as of
November 12, 1998 and as of January 27, 1999 (as amended, modified and/or
supplemented through the date hereof, the "First Credit Agreement");
WHEREAS, Newco, Holdings, NWA and the Borrower entered into a Credit
Agreement, dated as of May 12, 1998, as amended as of May 29, 1998 and November
12, 1998 and as amended and restated as of February 9, 1999 by and among Newco,
Holdings, NWA, the Borrower, the lenders from time to time party thereto and The
Chase Manhattan Bank, as administrative agent and Bankers Trust Company, as
syndication agent (as amended, modified and/or supplemented from time to time by
any amendment, modification or supplement, the "Second Credit Agreement");
WHEREAS, Newco, Holdings, NWA and the Borrower are concurrently
herewith entering into an amendment to the Second Credit Agreement, dated as of
the date hereof (the "First Amendment to the Amended and Restated Second Credit
Agreement");
WHEREAS, the parties hereto wish to amend certain provisions of the
First Credit Agreement;
WHEREAS, the Banks party hereto wish to consent to the First
Amendment to the Amended and Restated Second Credit Agreement;
NOW THEREFORE, It is agreed:
1. Section 8.06 of the First Credit Agreement is hereby amended by
(i) deleting the text "and" appearing at the end of clause (o), (ii) deleting
the "." and inserting the text "; and" at the end of clause (p) and (iii)
inserting the following clause (q) at the end of said Section:
"(q) Indebtedness consisting of (x) unsecured direct or contingent
obligations of Newco or any of its Subsidiaries with respect to special
facilities revenue bonds issued for the benefit of Newco or any of its
Subsidiaries or (y) unsecured direct or contingent obligations of Newco or
any of its Subsidiaries with respect to general airport revenue bonds to
the extent of the portion of the proceeds thereof used for improvements to
the leased premises of Newco or any of its Subsidiaries at the related
airport, provided that such Indebtedness (a) is Permitted Municipal
Indebtedness or (b) if not Permitted Municipal Indebtedness, does not
exceed $80,000,000 in the aggregate at any time outstanding."
2. Section 8.13 of the First Credit Agreement is hereby amended by
replacing the proviso at the end thereof with the following proviso:
"; provided, however, the Borrower shall be permitted to enter into
the Second Amendment to the Second Credit Agreement, the Amendment to the
Second Credit Agreement Aircraft Mortgage and the First Amendment to the
Amended and Restated Second Credit Agreement"
3. Section 10 of the First Credit Agreement is hereby amended by
deleting the definition of Identified Indebtedness appearing therein and
inserting the following new definition in lieu thereof:
"'Identified Indebtedness' shall mean and include (i) Contingent
Obligations incurred pursuant to Section 8.06(i), (ii) Indebtedness
incurred pursuant to Section 8.06(q), (iii) Contingent Obligations of NATC
for the benefit of a third party in respect of its space lease in Grand
Forks, North Dakota, provided the maximum aggregate liability of NATC in
request of all such Contingent Obligations shall not exceed $2,500,000,
(iv) Indebtedness of the type described in clause (iii) of the definition
thereof in connection with the Borrower's pledge of its receivables
generated through the Scheduled Airline Traffic Office to secure
Indebtedness incurred by the Scheduled Airline Traffic Office, the
proceeds of which are advanced to the Borrower on a non-recourse basis
(other than such pledged receivables) and (v) Indebtedness incurred
pursuant to Section 8.06(j) but only to the extent that such credit
enhancement letters of credit or backstop liquidity facilities referred to
therein are not drawn upon."
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4. Section 10 of the First Credit Agreement is hereby further
amended by inserting the following new definitions in the appropriate
alphabetical order:
" 'First Amendment to the Amended and Restated Second Credit
Agreement' shall have the meaning provided in the Fifth Amendment to the
First Credit Agreement, dated as of October 29, 1999 by and among the
parties thereto.
'Permitted Municipal Indebtedness' shall mean and include
indebtedness of the nature described in Section 8.06(q) incurred in
connection with:
(a) $15,235,000 Charter County of Wayne, Michigan Special Airport
Facilities Revenue Bonds (Northwest Airlines, Inc. Facilities) Series
1999;
(b) $32,795,000 New York City Industrial Development Agency Special
Facility Revenue Bonds (1997 Northwest Airlines, Inc. Project);
(c) up to $50,000,000 of revenue bonds issued to finance
improvements to be made at Memphis International Airport;
(d) up to $130,000,000 of revenue bonds issued to finance
improvements to be made at Minneapolis/St.Xxxx International Airport; and
(e) up to $85,000,000 of revenue bonds issued to finance
improvements to be made at Seattle-Tacoma International Airport."
5. 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 First Credit Agreement, the other Credit Documents, the
Temporary Amendment or any of the instruments or agreements referred to therein.
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 Consent, each of Newco, Holdings, NWA and the Borrower
hereby represents and warrants that (x) no Default or Event of Default shall
exist on the Fifth Amendment 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
Fifth Amendment 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 Fifth Amendment 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 only as of such specific date).
7. This Amendment shall become effective as of the date first
written above (the "Fifth Amendment Effective Date") when each of the following
conditions has been met (provided that if all such conditions have not been so
met by November 12, 1999, then this Consent will not become effective):
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(i) the representations of Xxxxx, Xxxxxxxx, XXX and the Borrower set
forth in paragraph 6 above shall be true and correct in all material
respects;
(ii) 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;
(iii) there shall have been delivered to each of the Agents and each
of the Banks a true and complete copy of the First Amendment to the
Amended and Restated Second Credit Agreement; 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 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 "First 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.
8. 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.
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 Fifth Amendment 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.
* * * *
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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/ Xxxx X. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and
Chief Accounting Officer
NORTHWEST AIRLINES HOLDINGS 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. Xxxxxxxx
--------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President and
Chief Accounting Officer
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
PARIBAS
By:
--------------------------------------
Name:
Title:
CHASE SECURITIES INC.,
as Syndication Agent
By:/s/ Xxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
CITIBANK, N.A.,
as Documentation Agent
By:/s/ Xxxxxx Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx
Title: Managing Director
NATIONAL WESTMINSTER BANK PLC,
NEW YORK BRANCH
Individually and as an Agent
By:/s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Senior Vice President
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH,
Individually and as an Agent
By:/s/ Xxxxx Xxxx
--------------------------------------
Name: Xxxxx Xxxx
Title: Senior 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 N.A.
By:/s/ Xxxx McDoell
--------------------------------------
Name: Xxxx McDoell
Title: Principal
THE BANK OF TOKYO-MITSUBISHI, LTD.
CHICAGO BRANCH
By:
--------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS
By:/s/ Xxxxxx Xxxxxx du Xxxxxx
--------------------------------------
Name: Xxxxxx Xxxxxx du Bocage
Title: Executive Vice President
and General Manager
CANADIAN IMPERIAL BANK OF COMMERCE
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/ Xxxxxx S. T. Liu
--------------------------------------
Name: Xxxxxx S. T. Xxx
Title: Vice President & DGM
CHRISTIANIA BANK OG KREDITKASSE ASA,
NEW YORK BRANCH
By:
--------------------------------------
Name:
Title:
By:
--------------------------------------
Name:
Title:
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/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
DAI-ICHI KANGYO BANK, LTD.,
CHICAGO BRANCH
By:
--------------------------------------
Name:
Title:
THE FUJI BANK, LIMITED
By:
--------------------------------------
Name:
Title:
HAMBURISCHE LANDESBANK--GIROZENTRALE
By:
--------------------------------------
Name:
Title:
BERLIN LANDESBANK--GIROZENTRALE
By:
--------------------------------------
Name:
Title:
THE MITSUBISHI TRUST AND BANKING
CORPORATION, NEW YORK BRANCH
By:/s/ Xxxxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxxxx Xxxxxxxx
Title: Vice President
ROYAL BANK OF CANADA
By:
--------------------------------------
Name:
Title:
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/ Xxxxx Xxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxx
Title: Deputy General Manager
