Exhibit 10.1
SECOND AMENDMENT, dated as of
April 30, 2008 (this “ Amendment ”), to the
Super Priority Debtor In Possession and Exit Credit and Guarantee
Agreement, dated as of August 21, 2006 (as further amended,
supplemented or otherwise modified from time to time, the “
Credit Agreement ”), among NORTHWEST AIRLINES
CORPORATION, a Delaware corporation (“ Holdings
”), 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 Agreement (the “ Lenders ”); the
Syndication Agent, the Documentation Agent, the Co-Syndication
Agent, the Co-Documentation Agent, the Agent, the Co-Arrangers, the
Joint Lead Arrangers and the Collateral Agent named therein; and
CITICORP USA, INC., as Administrative Agent for both the DIP
Facilities and the Exit Facilities (in such capacity, the “
Administrative Agent ”).
R E C I T A
L S :
A.
The Borrower has requested that the
Lenders agree to amend certain provisions of the Credit Agreement
as herein set forth.
B.
The Lenders hereby consent to such
amendments on the terms and conditions contained herein.
NOW THEREFORE, the parties hereto
hereby agree as follows:
1.
Defined Terms
. Unless otherwise defined
herein, capitalized terms which are defined in the Credit Agreement
are used herein as therein defined.
2.
Amendments
.
(a)
Subject to the satisfaction of the
conditions precedent set forth in Section 3 of this Amendment,
the Credit Agreement is hereby amended as follows:
(i)
Section 1.1 of the Credit
Agreement is amended by adding the following new definitions in the
appropriate alphabetical order:
“ Second Amendment
”: Second Amendment, dated as of the Second Amendment
Date, to the Super Priority Debtor In Possession and Exit Credit
and Guarantee Agreement, dated as of August 21, 2006, among
the Administrative Agent, Holdings, the Borrower and Lenders party
thereto.
“ Second Amendment Date
”: April 30, 2008.
(ii)
Section 1.1 of the Credit
Agreement is further amended by replacing the phrase
“(i) consolidated
aircraft operating rental expenses of Holdings and its Subsidiaries
that were deducted in arriving at the amount of such consolidated
operating income for such period plus ”
appearing in the definition of the
term “ Consolidated EBITDAR ” with the following
phrase:
“(i) consolidated
aircraft operating rental expenses of Holdings and its Subsidiaries
that were deducted in arriving at the amount of such consolidated
operating income for such period (excluding total consolidated
aircraft operating rental income received by Holdings and/or its
Subsidiaries during such period under leases with non-consolidated
third-party operators to the extent such income was excluded from
Consolidated Fixed Charges for such period) plus
”
(iii)
Section 1.1 of the Credit
Agreement is further amended by replacing the phrase
“ plus the total
consolidated aircraft operating rental expenses of Holdings and its
Subsidiaries for such period”
appearing in the definition of the
term “ Consolidated Fixed Charges ” with the
following phrase:
“ plus (i) the
total consolidated aircraft operating rental expenses of Holdings
and its Subsidiaries for such period less (ii) the
total consolidated aircraft operating rental income received by
Holdings and/or its Subsidiaries during such period under leases
with non-consolidated third-party operators but only if, in the
case of any such lease, such rental income was received at a time
when the applicable non-consolidated third-party operator was not
in default in the payment of any obligation due and owing under
such lease which remains uncured”
(iv)
Section 1.1 of the Credit
Agreement is further amended by replacing the phrase
“for any period, the total
consolidated interest expense”
appearing in the definition of the
term “ Consolidated Fixed Charges ” with the
following phrase:
“for any period, the total
consolidated interest expense (excluding fees and expenses incurred
in connection with the Second Amendment)”
(v)
The definition of the term
“Disposed Japanese Foreign Slots” is amended and
restated to read in its entirety as follows:
“ Disposed Japanese Foreign
Slots ”: at any time, the Japanese Foreign
Slots at Narita Airport sold, transferred, leased (so long as such
lease remains in effect and conveys to another Person the right to
utilize the relevant Japanese Foreign Slot) or otherwise disposed
of by the Borrower after the Closing Date; provided ,
however , that (i) up to 15% of the Base Number of
Japanese Foreign Slots that are leased on an arm’s-length
basis to another Person under a lease which conveys to such Person
the right to utilize the relevant Japanese Foreign Slot shall not
be deemed to
2
constitute a Disposed Japanese
Foreign Slot so long as such lease is not in default and
(ii) any such Japanese Foreign Slot that is sold, transferred
or otherwise disposed of pursuant to the restructuring of
Borrower’s cargo division shall not be deemed to constitute a
Disposed Japanese Foreign Slot as long as the Administrative Agent
shall have received prior to each such sale, transfer or
disposition, an Appraisal of each Japanese Foreign Slot subject to
such sale, transfer or disposition, together with a Compliance
Certificate showing Borrower’s compliance with the Total
Appraised Value Ratio on a pro forma basis after deducting from the
then Total Appraised Value the Appraised Value of each such
Japanese Foreign Slot as set forth in the Appraisal then being
furnished.
(vi)
Paragraph (b) of
Section 7.1 of the Credit Agreement is amended and restated to
read in its entirety as follows:
“(b)
Consolidated EBITDAR to
Consolidated Fixed Charges . Permit the ratio of
(A) Consolidated EBITDAR (excluding from the calculation
thereof following a public announcement of an agreement regarding a
proposed merger, consolidatio
