Exhibit 10.22
FIRST AMENDMENT TO CREDIT
AGREEMENT
This First Amendment to Credit
Agreement (this “ Amendment ”), dated as of
December 9, 2008, is made and entered into by and among
NORTHWEST AIRLINES, INC., a corporation organized under the laws of
the State of Minnesota (the “ Borrower ”),
NORTHWEST AIRLINES CORPORATION, a corporation organized under the
laws of the State of Delaware (“ Holdings ”),
MCH, INC., a corporation organized under the laws of the State of
Delaware (“ MCH ”), COMPASS AIRLINES, INC., a
corporation organized under the laws of the State of Delaware
(“ Compass ”), MESABA AVIATION, INC., a
corporation organized under the laws of the State of Minnesota
(“ Mesaba ”), NWA FUEL SERVICES CORPORATION, a
corporation organized under the laws of the State of New York
(“ NWA Fuel ”), NORTHWEST AEROSPACE TRAINING
CORPORATION, a corporation organized under the laws of the State of
Delaware (“ Northwest Aerospace ”), NWA RETAIL
SALES INC., a corporation organized under the laws of the State of
Minnesota (“ NWA Retail ”), MLT INC., a
corporation organized under the laws of the State of Minnesota
(“ MLT ”), and each other subsidiary of the
Borrower or Holdings that becomes a party to the Credit Agreement
referenced below (together with Holdings, MCH, Compass, Mesaba, NWA
Fuel, Northwest Aerospace, NWA Retail and MLT, each individually a
“ Guarantor ”, and, collectively, the “
Guarantors ”), each entity that is a party to such
Credit Agreement from time to time as a lender (each individually a
“ Lender ” and, collectively, the “
Lenders ”), U.S. BANK NATIONAL ASSOCIATION, a national
banking association (“ U.S. Bank ”), as a Lender
and Letter of Credit Issuer and as administrative agent for the
Secured Creditors, as defined in the Credit Agreement (in such
capacity, the “ Agent ”), CITIBANK, N.A., a
national banking association, as a Lender, and MORGAN STANLEY BANK,
N.A., a national banking association, as a Lender.
On October 29, 2008, the
parties hereto entered into a Credit Agreement, dated as of such
date (as such agreement may be amended, restated, modified,
supplemented or amended and restated from time to time, the “
Credit Agreement ”), the Security Agreement and
certain other Loan Documents (each as defined in the Credit
Agreement), and, thereafter, the Initial Delta Merger was effected
and, following such merger, the Borrower and the Guarantors assumed
and granted certain security interests with respect to certain
obligations under the Delta-JPMCB Agreement and the Delta-GSCP
Agreement (each as defined in the Credit Agreement).
The Borrower and the Guarantors have
requested that the Lenders agree to amend certain provisions of the
Credit Agreement, waive certain breaches under the Loan Documents,
and consent to certain actions by the Borrower and the Guarantors,
and the Lenders are willing to do so, in each case subject to the
terms and conditions of this Amendment.
Simultaneously herewith, the
Borrower, the Guarantors and the Agent are entering into that
certain First Amendment to Security Agreement, dated as of the date
hereof (the “ Security Agreement Amendment
”).
ACCORDINGLY, in consideration of the
premises and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto
hereby agree as follows:
Section 1.
Definitions . All terms defined in the Credit
Agreement that are not otherwise defined herein shall have the
meanings given them in the Credit Agreement.
Section 2.
Amendments . The Credit Agreement is hereby amended as
follows:
(a)
Section 1.1 of the Credit Agreement is amended by adding or
amending and restating, as applicable, the following
definitions:
“
Agency Agreement ” means that certain Agency Agreement
dated as of October 29, 2008, between U.S. Bank and JPMorgan
Chase Bank, N.A., in each case in the capacity or capacities
referred to therein, as the same may be amended, supplemented,
restated or otherwise modified from time to time.
“
Applicable 50% Reduction Threshold ” means
(i) during the period from and including December 10,
2008, through and including February 9, 2009, $2,500,000,000,
and (ii) at any other time, $2,750,000,000.
“ Cash
Liquidity ” means, at any time, the sum of
(a) (I) unrestricted cash and cash equivalents of
Holdings and its Subsidiaries at such time and
(II) unrestricted short term investments of Holdings and its
Subsidiaries at such time, excluding, however, in the case of both
clause (I) and clause (II), (x) any such cash, cash
equivalents or short term investments on deposit or held in any of
the Pledged Dual-Control Accounts, Excluded Accounts and Escrow
Accounts and (y) on and after April 30, 2009, any such
cash, cash equivalents or short term investments on deposit or held
in the Reserve Primary Fund Account and (b) the Undrawn
Facility Amount at such time.
“
Reserve Primary Fund Account ” means Reserve Primary
Fund account no. 82217773, as such account may be re-numbered or
re-captioned from time to time, all sub-accounts of such account,
and any duplicate, corollary or replacement account of such
account.
(b)
Section 1.1 of the Credit Agreement is further amended by
amending and restating in its entirety clause (b) of the
definition therein of “Current Appraised Value” to read
as follows:
(b)
(i) in the case of Spare Parts owned by the Borrower, the
aggregate of the values for each Spare Part stock number by
category (airframe, avionics or engine parts, as applicable)
calculated as the product of (A) the book value thereof as
reflected in the financial statements most recently delivered to
the Agent under Section 5.1 for each such stock number
and (B) a fraction, the numerator of which is the fair market
value for such stock number (as reported in the applicable
Appraisal Report) and the denominator of which is the book value
for such stock number (as reported in the applicable Appraisal
Report), and (ii) in the case of Spare Parts owned by Compass
or Mesaba, the book value thereof as reflected in the financial
statements most recently delivered to the Agent under
Section 5.1 ;
2
(c)
Section 1.5 of the Credit Agreement is amended by adding the
following at the end thereof:
For the avoidance of doubt, the
terms “securities account” and “securities
accounts”, when used in this Agreement or in any other Loan
Document, include, without limitation, any shares or beneficial or
other interests in any mutual fund, money market fund or other
investment fund, arrangement or other similar structure, whether or
not maintained with a securities intermediary or registered
directly with the issuer or any transfer agent, trustee or other
registered owner of any such shares.
(d)
Section 2.9(a) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(a)
Notwithstanding any other provision hereof, if at any time Cash
Liquidity is less than the Applicable 50% Reduction Threshold, then
(i) each Lender’s Commitment Amount shall immediately,
automatically and permanently be reduced to an amount equal to 50%
of such Lender’s Commitment Amount at such time and
(ii) if the Total Outstandings exceed 50% of the Aggregate
Commitment Amount immediately prior to the reduction of the
Commitments under clause (i), the Borrower shall prepay Loans
within two Business Days of such occurrence in an aggregate
principal amount equal to the amount of such excess.
(e)
Section 3.1(a)(ix) of the Credit Agreement is amended and
restated in its entirety to read as follows:
(ix)
In respect of each Pledged Account that is not an Excluded Account,
an Account Control Agreement, duly executed by a duly authorized
officer (or officers) of the Borrower or the Guaran
|
