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;


 


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(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 Guarantor that
owns such account, as applicable, the relevant depository bank or securities
intermediary or financial institution, as applicable, and the Agent.


 


(f)            Section 5.2(h) of the
Credit Agreement is amended and restated in its entirety to read as follows:


 


(h)           (I) on each Business Day during
the period from and including December 10, 2008, through and including February 9,
2009, a Cash Liquidity Report as of the immediately preceding Business Day, and
(II) on the first Business Day of each calendar week that does not
commence during the period described in the foregoing clause (I), a Cash
Liquidity Report as of the last Business Day of the immediately preceding
calendar week;


 


 


(g)           Section 7.1(c) of the
Credit Agreement is amended and restated in its entirety to read as follows:


 


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(c)           the Borrower or any Guarantor shall
default in the observance or performance of any agreement contained in Section 2.9(a), Section 2.10(a), Section 2.15(c), Section 5.10, Section 6.1(c), Section 6.3 (other than
a default arising from a nonconsensual Lien), Section 6.4, Section 6.5, Section 6.6,
or the last sentence of Section 4(j)(vii) of the
Security Agreement or  (without
limiting the foregoing) shall fail to comply with either of the
Collateralization Requirements; or


 


(h)           Exhibit D to the Credit
Agreement is amended and restated in its entirety to read as set forth in Exhibit A  to this Amendment.


 


(i)            Schedule 1.1-C  to the Credit Agreement is amended and
restated in its entirety to read as set forth in Schedule A  to this Amendment.


 


(j)            Schedule 1.1-D  to the Credit Agreement is amended and
restated in its entirety to read as set forth in Schedule B  to this Amendment.


 


(k)           Schedule 1.1-E  to the Credit Agreement is amended and
restated in its entirety to read as set forth in Schedule C  to this Amendment.


 


Section 3.  Certain Consents and Waivers Relating to
Accounts.


 


(a)           The Borrower and the Guarantors each
acknowledge that, as of the Effective Date, the Borrower owned account no.
2370770113039 at Smith Barney, a division of Citigroup Global Markets, Inc.,
notwithstanding the Borrower’s and each Guarantor’s representation and warranty
under Section 4.17 of the Credit Agreement that each and every deposit
account, sweep account linked thereto and other securities account owned or
held by the Borrower or any of the Guarantors, except Escrow Accounts, Petty
Cash Accounts, Payroll Accounts and accounts outside the United States, was
listed on Schedule 1.1-B, Schedule 1.1-C, Schedule 1.1-D or Schedule 1.1-E to
the Credit Agreement. Subject to the terms and conditions set forth herein, the
Lenders hereby waive the breach described in the foregoing sentence and any
Event of Default under Section 7.1(b) of the Credit Agreement on
account of such breach.


 


(b)           Subject to the terms and conditions
set forth herein, the Lenders:


 


(i)            consent to the closure, not later
than the fifth Business Day after the date hereof, of each of the deposit or
securities accounts listed on Schedule D hereto (the “Closed Accounts”),
in each case by the Borrower or the Guarantor that owns such account, and to
the closure by the Borrower of the Reserve Primary Fund Account as soon as the
Borrower is able to do so; and


 


(ii)           waive, in respect of each of the
Closed Accounts and, solely until April 30, 2009, the Reserve Primary Fund
Account, the requirement set forth in Section 4(j)(vii) of the
Security Agreement, and the condition set forth in Section 3.1(a)(ix) of
the Credit Agreement, as to the delivery of an Account Control Agreement in
respect of such account.


 


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(c)           The waivers and consents set forth in
this Section 3 each shall be effective only in this specific
instance and for the specific purpose for which they are given, and none of
such waivers and consents shall entitle the Borrower or any Guarantor to any
other or further waiver or consent in any similar or other circumstances.


 


Section 4.  Conditions
Precedent to Effectiveness.  This
Amendment shall become effective when the Agent has received each of the
following, each in form and substance reasonably acceptable to the Agent and
each of the Lenders:


 


(a)           this
Amendment, duly executed by a duly authorized officer (or officers) of the
Borrower, each of the Guarantors, the Agent and the Lenders;


 


(b)           an amendment to the Agency Agreement,
duly executed by a duly authorized officer (or officers) of each of the parties
thereto;


 


(c)           an Officer’s Certificate;


 


(d)           a certificate of good standing for
Holdings in the jurisdiction of its incorporation and a certificate of merger
reflecting the Initial Delta Merger, certified by the appropriate governmental
officials as of a date acceptable to the Agent; and


 


(e)           payment of the fee referred to in Section 5
below for each Lender.


 


Section 5.  Amendment
Fee.  On or prior to the date
hereof, the Borrower shall pay to the Agent for the account of each Lender an
amendment fee equal to 0.0625% of such Lender’s initial Commitment Amount. Such
fee shall be deemed fully earned by each Lender when due.


 


Section 6.  Representations and Warranties.  The Borrower and each of the Guarantors
hereby represent and warrant as follows:


 


(a)           The
Borrower and each of the Guarantors have the corporate power and authority, and
the legal right, to make, deliver and perform this Amendment and the Credit
Agreement as amended hereby.  The
Borrower and each of the Guarantors have taken all necessary corporate action
to authorize the execution, delivery and performance of this Amendment and the
Credit Agreement as amended hereby.  No
material consent or authorization of, filing with, notice to or other act by or
in respect of, any Governmental Authority or any other Person is required in
connection with the extensions of credit under the Credit Agreement as amended
hereby or with the execution, delivery, performance, validity or enforceability
of this Amendment or the Credit Agreement as amended hereby, except any such
consent, authorization, filing, notice or other act required to be made or
obtained after the Effective Date in the ordinary course of business. This
Amendment has been duly executed and delivered on behalf of the Borrower and
each Guarantor. This Amendment and the Credit Agreement as amended hereby each
constitute a legal, valid and binding obligation of each of the Borrower and
each Guarantor, enforceable against each such Person in accordance with its
terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights 


 


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generally and by general equitable principles (whether enforcement is
sought by proceedings in equity or at law).


 


(b)           The
execution and delivery of this Amendment and the performance of this Amendment
and the Credit Agreement as amended hereby, and the other Loan Documents, the
borrowings and other extensions of credit under the Credit Agreement as amended
hereby and the use of the proceeds thereof will not violate in any material
respect any material Requirement of Law or any material Contractual Obligation
of Holdings or any of its Subsidiaries and will not result in, or require, the
creation or imposition of any Lien on any of their respective properties or
revenues pursuant to any such Requirement of Law or Contractual Obligation.


 


(c)           Each
of the representations and warranties set forth in the Credit Agreement as
amended hereby and the other Loan Documents is true and correct in all material
respects as of the date hereof, except to the extent that such representation
and warranty relates to a specified date, in which case such representation or
warranty was true and correct in all material respects as of such date.


 


(d)           No event has occurred and is
continuing that constitutes a Default or an Event of Default, except as
specifically waived under Section 3.  Without
limiting the foregoing, each of the Collateralization Requirements is
satisfied, and the Current Appraised Value of the Eligible Collateral (based on
the Collateral Report delivered for the month ending October 31, 2008 with
respect to Aircraft Fuel) is not less than the Collateral Coverage Threshold,
in each case as of the date hereof.


 


Section 7.  Release.  The Borrower and each Guarantor hereby
absolutely and unconditionally release and forever discharge the Agent and each
of the Lenders, and any and all affiliates, insurers, successors and assigns
thereof, together with all of the present and former directors, officers,
agents, employees and attorneys-in-fact of any of the foregoing, from any and
all claims, demands or causes of action of any kind, nature or description that
the Borrower or any Guarantor has had, now has or has made claim to have against
any such Person for or by reason of any act, omission, matter, cause or thing
whatsoever arising on or before the date of this Amendment in any way relating
to or arising out of the Loan Documents or any action taken or omitted under
the Loan Documents, whether such claims, demands and causes of action are
matured or unmatured or known or unknown.


 


Section 8.  Costs and Expenses.  Without limiting the generality of Section 10.2
of the Credit Agreement, the Borrower shall pay or reimburse the Agent and each
Lender upon demand for all reasonable out-of-pocket expenses paid or incurred
by the Agent or such Lender in connection with this Amendment and the Security
Agreement Amendment.


 


Section 9.  Consent to Security Agreement Amendment
and Related Filings.  Each of the
Lenders hereby consents to the Security Agreement Amendment and to the filing
of amendments to Financing Statements reflecting amendments effected thereby.


 


Section 10.  Miscellaneous.  Except as amended by this Amendment, all of
the terms and conditions of the Credit Agreement shall remain in full force and
effect.  All references in the Credit 


 


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Agreement
to “this Agreement” shall be deemed to refer to the Credit Agreement as amended
hereby. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument, and any of
the parties hereto may execute this Amendment by signing any such counterpart.  The validity, construction and enforceability
of this Amendment shall be governed by the internal laws of the State of
Minnesota, without giving effect to conflict of laws principles thereof, but
giving effect to federal laws of the United States applicable to national
banks.


 


(Signature pages follow)


 


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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
the date first written above.


 


 


 


 


 




	
  NORTHWEST AIRLINES, INC.

  	
   

  	
  NORTHWEST AIRLINES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Terry Mackenthun

  	
   

  	
  By:

  	
  /s/ Mona Warwar

  
	
  Name:

  	
  Terry Mackenthun

  	
   

  	
  Name:

  	
  Mona Warwar

  
	
  Title:

  	
  CFO

  	
   

  	
  Title:

  	
  Vice President –
  Corporate Tax

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MCH, INC.

  	
   

  	
  COMPASS AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Terry Mackenthun

  	
   

  	
  By:

  	
  /s/
  Terry Mackenthun

  
	
  Name:

  	
  Terry
  Mackenthun

  	
   

  	
  Name:

  	
  Terry
  Mackenthun

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  MESABA AVIATION, INC.

  	
   

  	
  NWA FUEL SERVICES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Terry Mackenthun

  	
   

  	
  By:

  	
  /s/
  Terry Mackenthun

  
	
  Name:

  	
  Terry
  Mackenthun

  	
   

  	
  Name:

  	
  Terry
  Mackenthun

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST
  AEROSPACE TRAINING CORPORATION

  	
   

  	
  NWA RETAIL SALES INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Terry Mackenthun

  	
   

  	
  By:

  	
  /s/
  Terry Mackenthun

  
	
  Name:

  	
  Terry
  Mackenthun

  	
   

  	
  Name:

  	
  Terry
  Mackenthun

  
	
  Title:

  	
  Vice
  President

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  MLT INC.

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Terry Mackenthun

  	
   

  	
   

  	
   

  
	
  Name:

  	
  Terry
  Mackenthun

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Vice
  President

  	
   

  	
   

  	
   

  






 


 

















 




	
   

  	
  U.S. BANK NATIONAL ASSOCIATION,

  
	
   

  	
  in
  its individual corporate capacity and as Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Mark R. Olmon

  
	
   

  	
  Name:

  	
  Mark
  R. Olmon

  
	
   

  	
  Title:

  	
  Senior
  Vice President

  






 


 

















 




	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  James J. McCarthy

  
	
   

  	
  Name:

  	
  James
  J. McCarthy

  
	
   

  	
  Title:

  	
  Managing
  Director & Vice President

  






 


 

















 




	
   

  	
  MORGAN STANLEY BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/  Melissa James

  
	
   

  	
  Name:

  	
  Melissa
  James

  
	
   

  	
  Title:

  	
  Authorized
  Signatory