Exhibit 10.55
ATTACHMENT II
to Amendment and Consent
to First Credit Agreement
FIRST AMENDMENT
TO SLOT SECURITY AGREEMENT
FIRST AMENDMENT TO SLOT SECURITY AGREEMENT (this "Amendment"), dated
as of November 12, 1998, by and between NORTHWEST AIRLINES, INC., a Minnesota
corporation (together with its successors and permitted assigns, the "Pledgor")
and BANKERS TRUST COMPANY, as Collateral Agent (the "Collateral Agent"). All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided to such terms in the Slot Security Agreement
referred to below.
W I T N E S S E T H :
WHEREAS, Northwest Airlines Corporation, a Delaware corporation, NWA
Inc., a Delaware corporation, the Pledgor, the Banks (as defined in the First
Credit Agreement), ABN Amro Bank N.V., as Compliance Agent, Bankers Trust
Company, as Administrative Agent, Chase Securities Inc., as Syndication Agent,
Citibank N.A., as Documentation Agent, and National Westminster Bank Plc and
U.S. Bank National Association, as Agents, 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 on May 12, 1998 (as amended, modified
and/or supplemented through the date hereof, the "First Credit Agreement");
WHEREAS, the Pledgor and the Collateral Agent, for the benefit of the
Banks and the Agents under, and any other lender from time to time party to, the
First Credit Agreement, are parties to a Slot Security Agreement dated as of May
12, 1998 (as amended, modified and/or supplemented through the date hereof, the
"Slot Security Agreement"); and
WHEREAS, the parties hereto wish to amend certain provisions of the
Slot Security Agreement as herein provided;
NOW, THEREFORE, it is agreed:
1. Section 6 of the Slot Security Agreement is hereby amended by
inserting the following new Section 6(vi) immediately after Section 6(v)
appearing therein:
"(vi) SUBSTITUTION OF PLEDGED SLOTS.
(I) The Pledgor shall have the right at its option at any time, on at
least five (5) Business Days' prior written notice to the Collateral Agent,
to substitute for one or more Pledged Slot(s) one or more Replacement Slots
so long as on the date of such replacement, no Event of Default shall have
occurred and be continuing, each such Replacement Slot is free and clear of
all Liens except Permitted Liens and the aggregate
appraised value (as determined by an appraisal, dated not more than ten
Business Days prior to the date of such substitution, by an independent
appraisal firm satisfactory, at the time of such appraisal, to the
Collateral Agent setting forth the fair market value, as determined on a
basis consistent with the most recent Appraisal of the Pledged Slots, as
of the date of such appraisal, of the Replacement Slot(s)) of the
Replacement Slot(s) shall be not less than the aggregate Appraised Value
of the Pledged Slot(s) for which the Replacement Slot(s) are being
substituted (as determined in accordance with the most recent Appraisal
of such Pledged Slot(s)).
(II) Upon the Company having provided a Replacement Slot(s) as
provided for in Section 6(vi)(I) above, the Lien of this Agreement shall
continue with respect to such Replacement Slot(s) as though no substitution
had occurred; the Collateral Agent shall, at the cost and expense of the
Company, release from the Lien of this Agreement the replaced Pledged
Slot(s) upon the occurrence of the substitution by executing and delivering
to the Company such documents and instruments, prepared at the Company's
expense, as the Company may reasonably request to evidence such release.
(III) CONDITIONS TO SLOT SUBSTITUTION.
(i) The Company's right to make a substitution under Section 6(vi)(I)
hereof shall be subject to the fulfillment, at the Company's sole cost and
expense and in addition to the conditions contained in such Section 6(vi)(I), of
the following conditions precedent:
(A) an appraisal for the Replacement Slot(s) satisfying the
requirements of Section 6(vi)(I);
(B) such Uniform Commercial Code financing statements
covering the Lien created by this Agreement as deemed necessary
or desirable by counsel for the Collateral Agent to protect the
security interests of the Collateral Agent in the Replacement
Slot(s); and
(C) an Officer's Certificate of the Pledgor stating (a)
that on the substitution date no Event of Default shall have
occurred and be continuing, (b) each of the conditions specified
in this paragraph (vi) with respect to such Replacement Slot(s)
have been satisfied, (c) all the material licenses, permits,
authorizations, certificates of compliance, certificates of
public convenience and necessity and other certificates
(including, without limitation, air carrier operating
certificates and operations specifications issued by the FAA
pursuant to 14 C.F.R. Part 121) which are required by the DOT or
the FAA and which are adequate for the Pledgor to use the
Replacement Slot(s) are in full force and duly issued to the
Pledgor;
(b) The Pledgor shall cause the Replacement Slot(s) to be
subject to the Lien of this Agreement, free and clear of Liens (other
than Permitted Liens and subject to the Federal Aviation Act and/or
the ability of the FAA to withdraw slots);
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(c) The Pledgor shall have been duly authorized to hold the
Replacement Slot(s) pursuant to authority granted by the FAA pursuant
to Title 14 of the Code of Federal Regulations, Part 93;
(d) The Pledgor shall have caused evidence of its title to be
duly recorded, filed, or filed for recording, to the extent permitted
or required under any applicable law, by the Pledgor as owner;
(e) The Collateral Agent shall have received evidence
satisfactory to it with respect to the matters covered by
subparagraphs (b), (c) and (d) above;
(f) The Collateral Agent shall, at the expense of the Pledgor,
have received an opinion addressed to the Collateral Agent, reasonably
satisfactory in form and substance to the Collateral Agent, from a
counsel selected by the Pledgor and reasonably satisfactory to the
Collateral Agent to the effect that (x) the Replacement Slot(s) have
been made subject to the Lien of this Agreement and (y) all required
action has been taken in order to maintain, and such action shall
maintain, the effectiveness and priority of the interests in the
Collateral which the Agreement purports to create; and
(g) The Collateral Agent shall have received from the Pledgor
such documents and evidence with respect to the Pledgor as the
Collateral Agent may reasonably request in order to establish the
consummation of the transactions contemplated by this Section 6(vi),
and evidence of taking of all necessary corporate action in connection
therewith and compliance with the conditions set forth in this Section
6(vi), in each case in form and substance reasonably satisfactory to
the Collateral Agent."
2. Section 15(a) of the Slot Security Agreement is hereby amended by
deleting the last sentence thereof and inserting in lieu thereof the following
new sentence:
"As used in this Agreement, "Termination Date" shall mean the
earlier to occur of (x) the Temporary Amendment Expiry Date which
shall only be deemed to occur if the conditions set forth in paragraph
3 of the Temporary Amendment as such paragraph 3 is amended by the
Amendment and Consent to the Credit Agreement, dated as of November
12, 1998 are satisfied and (y) the first date upon which the Total
Commitment and all Letters of Credit have been terminated, no Note is
outstanding (and all Loans have been paid in full) and all other
Obligations then owing have been paid in full."
3. Section 16 to the Slot Security Agreement is hereby amended by
deleting the definition of Pledged Slots appearing therein and inserting the
following new definition in lieu thereof:
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" 'Pledged Slots' shall mean the takeoff and landing rights of the
Borrower identified on Schedule I hereto, and any Replacement Slot(s) that
may from time to time be substituted, pursuant to Section 6(vi) of this
Agreement, for any such Pledged Slot(s)."
4. Section 16 to the Slot Security Agreement is hereby amended by
inserting the following new definition in appropriate alphabetical order:
" 'Replacement Slot' means takeoff and landing rights which have been
made subject to the Lien of this Agreement pursuant to Section 6(vi)."
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 Slot Security Agreement or any of the instruments or
agreements referred to therein.
6. 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 the Agent.
7. 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.
8. This Amendment shall become effective for all purposes on the
date (the "Amendment Effective Date") when the Pledgor and the Collateral Agent
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 Collateral Agent at its Notice Office.
9. From and after the Amendment Effective Date all references in any
Credit Document to the Slot Security Agreement shall be deemed to be references
to such Slot Security Agreement as amended hereby.
* * *
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IN WITNESS WHEREOF, the parties hereto have caused their duly
authorized officers to execute and deliver this Amendment to the Slot Security
Agreement as of the date first above written.
NORTHWEST AIRLINES, INC.
By /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Vice President Finance
and Chief Accounting Officer
BANKERS TRUST COMPANY
as Collateral Agent
By /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Assistant Vice President
