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, consolidation or acquisition
involving one or more Loan Parties and a US based airline that is not
prohibited by Section 7.4, one-time fees, costs, and expenses incurred in
connection with such proposed merger, consolidation or acquisition (whether or
not consummated), provided that the portion of such fees, costs and expenses
payable in cash and excluded from the calculation of Consolidated EBITDAR shall
not exceed $150,000,000 in the aggregate), to (B) Consolidated Fixed
Charges for any period of four consecutive fiscal quarters ending with any
fiscal quarter set forth below (or with respect to the fiscal quarters ending
on June 30, 2009, September 30, 2009, and December 31, 2009, the
period commencing on April 1, 2009, and ending on the last day of such
fiscal quarter) to be less than the ratio set forth below opposite such fiscal
quarter:


 


	
  Fiscal Quarter(s) Ended

  	
   

  	
  Consolidated

  EBITDAR to

  Consolidated Fixed

  Charges

  	
   

  
	
  12/31/06

  	
   

  	
  1.15
  to 1.00

  	
   

  
	
  3/31/07

  	
   

  	
  1.20
  to 1.00

  	
   

  
	
  6/30/07

  	
   

  	
  1.30
  to 1.00

  	
   

  
	
  9/30/07

  	
   

  	
  1.40
  to 1.00

  	
   

  
	
  12/31/07

  	
   

  	
  1.50
  to 1.00

  	
   

  
	
  3/31/08

  	
   

  	
  1.50
  to 1.00

  	
   

  
	
  6/30/09

  	
   

  	
  1.00
  to 1.00

  	
   

  
	
  9/30/09

  	
   

  	
  1.10
  to 1.00

  	
   

  
	
  12/31/09

  	
   

  	
  1.20
  to 1.00

  	
   

  
	
  3/31/10

  	
   

  	
  1.30
  to 1.00

  	
   

  
	
  6/30/10

  	
   

  	
  1.40
  to 1.00

  	
   

  
	
  9/30/10 and thereafter

  	
   

  	
  1.50
  to 1.00

  	
   

  



 


3

















 


For the avoidance of
doubt, compliance with the above ratio will not be tested for the fiscal
quarters ending June 30, 2008, September 30, 2008, December, 31, 2008,
and March 31, 2009.”


 


(vii)        Section 7.10 of the
Credit Agreement is amended and restated to read in its entirety as follows:


 


“7.10        Investments.  Make any advance, loan, extension of credit
(by way of guaranty or otherwise) or capital contribution to, or purchase any
Capital Stock, bonds, notes, debentures or other debt securities of, or any
assets constituting a business unit of, or make any other investment in, any
Person (all of the foregoing, “Investments”), except:


 


(a)            non-cash consideration received in connection with
sales and dispositions of assets;


 


(b)           investments in cash, cash equivalents and short term
investments;


 


(c)            Investments consisting of loans advanced by one or
more Loan Parties to any Person that owns, directly or indirectly, all of the
issued and outstanding equity interest in Holdings in an aggregate outstanding
principal amount not exceeding $250,000,000 at any time, provided that
after giving effect to any such Investment, no Default or Event of Default
shall have occurred, and be continuing;


 


(d)           intercompany loans permitted by Section 7.2(b);


 


(e)            any Acquisition permitted by Section 7.11; and


 


(f)            other Investments in an aggregate principal amount
not exceeding $250,000,000 at any time, provided that after giving
effect to any such Investment, no Default or Event of Default shall have
occurred, and be continuing.”


 


(viii)       Section 7.11 of the
Credit Agreement is amended by replacing the phrase “(excluding any Acquisition
permitted as an Investment under Section 7.10)” appearing therein with the
phrase “(excluding any Acquisition permitted as an Investment under Section 7.10(a),
7.10(b) or 7.10(f).”


 


3.             Effectiveness.  The effectiveness of this Amendment  is subject to the satisfaction on the Second Amendment
Date of the following conditions precedent:


 


(i)             the Administrative Agent shall have received this
Amendment, executed and delivered by the Administrative Agent, Holdings, the
Borrower and the Required Lenders;


 


(ii)            the Administrative Agent shall have received (1) for
distribution to those Lenders who have consented to this Amendment and have
delivered (and released) to the Administrative Agent an executed counterpart
hereof by facsimile at (646) 688-2072, attention Jenny Zou, by 5:00 p.m. (New
York City time) on or prior to Wednesday, 


 


4

















 


April 30, 2008 (each such Lender, a “Qualifying
Lender”) but who have not been excluded pursuant to the proviso in this paragraph, an amendment fee equal to 5% of the
sum of the unpaid principal amount of the Term Loans and the Revolving
Commitments held by such Lender on the Second Amendment Date, provided, however,
that no amendment fee shall be payable to a Qualifying Lender whose executed
counterpart hereof has been received by the Administrative Agent after the
executed counterparts of Qualifying Lenders constituting holders of in excess
of 50% of the sum of the aggregate unpaid principal amount of the Term Loans
then outstanding and the Revolving Commitments then in effect have been
received by the Administrative Agent (as determined by the Administrative Agent
in its sole discretion based on the order of receipt by the Administrative
Agent by facsimile at (646) 688-2072, attention Jenny Zou, of the counterparts
hereof executed by Lenders), (2) all fees then due and payable in
connection with this Amendment; and (3) all expenses payable by the
Borrower as set forth in the Credit Agreement for which invoices have been
presented (including the reasonable fees and expenses of legal counsel) on or
before the Second Amendment Date;


 


(iii)           the Administrative Agent shall have received a
certificate of each Loan Party, dated the date hereof substantially in the form
of Exhibit A hereto, with appropriate insertions and attachments; and


 


(iv)          The Administrative Agent shall have received the
executed legal opinions of counsel to the Borrower and the Guarantor,
addressing such matters as the Administrative Agent shall reasonably request,
including, without limitation, the enforceability of all Loan Documents.


 


4.             Representation and Warranties.  Each of the Guarantor and the Borrower hereby
represents and warrants that, after giving effect to the provisions of this
Amendment, (a) each of the representations and warranties made by such Loan
Party in or pursuant to the Loan Documents is true and correct in all material
respects on and as of the date hereof as if made on and as of such date, except
to the extent that such representation and warranty refers to an earlier date,
in which case it is true and correct in all material respects as of such
earlier date, and (b) no Default or Event of Default has occurred and is
continuing.


 


5.             Continuing Effect of the
Credit Agreement.  This
Amendment shall not constitute an amendment of any other provision of the
Credit Agreement not expressly referred to herein and shall not be construed as
a waiver of or consent to any Default, Event of Default or future action on the
part of any Loan Party that would require the consent of the Lenders or the
Administrative Agent.  Except as
expressly amended hereby, the provisions of the Credit Agreement are and shall
remain in full force and effect.  Upon
the effectiveness of this Amendment, each reference in the Credit Agreement to “this
Agreement”, “hereunder”, “hereof”, “herein” or words of similar import shall mean
and be a reference to the Credit Agreement as amended hereby.


 


6.             Counterparts.  This Amendment may be executed by the parties
hereto in any number of separate counterparts (including facsimiled
counterparts), each of which shall be deemed to be an original, and all of
which taken together shall be deemed to constitute one and the same instrument.


 


7.             Expenses.  The Borrower agrees to pay or reimburse the
Administrative Agent for all of its reasonable out-of-pocket costs and expenses
incurred in connection with the preparation, negotiation and execution of this
Amendment, including, without limitation, the reasonable fees and disbursements
of counsel to the Administrative Agent.


 


5

















 


8.             Reaffirmation.  The Guarantor hereby acknowledges and
reaffirms all of its obligations and undertakings under each of the Loan
Documents to which it is a party and acknowledges and agrees that subsequent
to, and after taking account of the provisions of, this Amendment, each such
Loan Document is and shall remain in full force and effect in accordance with
the terms thereof.


 


9.             GOVERNING LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.


 


[The
remainder of this page is intentionally left blank.]


 


6

















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.


 


	
   

  	
  NORTHWEST
  AIRLINES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel B. Matthews

  
	
   

  	
   

  	
  Name:  Daniel
  B. Matthews

  
	
   

  	
   

  	
  Title:
   Senior Vice President &
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ Daniel B. Matthews

  
	
   

  	
   

  	
  Name:  Daniel
  B. Matthews

  
	
   

  	
   

  	
  Title:
   Senior Vice President &
  Treasurer

  
	
   

  	
   

  
	
   

  	
  CITICORP USA, INC., as

  
	
   

  	
  Administrative
  Agent, Lender and Issuing Lender

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
     /s/ James J. McCarthy

  
	
   

  	
   

  	
  Name:  James
  J. McCarthy

  
	
   

  	
   

  	
  Title:
   Managing Director & Vice
  President

  
				



 


 


SIGNATURE PAGE TO


THE SECOND AMENDMENT TO


 THE SUPER PRIORITY
DEBTOR IN POSSESSION AND


 EXIT CREDIT AND
GUARANTY AGREEMENT


 

















 


	
   

  	
   

  	
  Signature page to the
  Second

  Amendment, dated as of April

  30, 2008, to the Northwest

  Airlines, Inc. Credit Agreement

  



 


 


	
   

  	
   

  
	
   

  	
  [Name of Lender]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


 


SIGNATURE PAGE TO


THE SECOND AMENDMENT TO


 THE SUPER PRIORITY
DEBTOR IN POSSESSION AND


 EXIT CREDIT AND
GUARANTY AGREEMENT