**Exhibit 10.1**

 

SECONDAMENDMENT, dated as of April 30, 2008 (this “Amendment”), to the SuperPriority Debtor In Possession and Exit Credit and Guarantee Agreement, dated asof August 21, 2006 (as further amended, supplemented or otherwise modifiedfrom time to time, the “Credit Agreement”), among NORTHWEST AIRLINESCORPORATION, a Delaware corporation (“Holdings”), NORTHWEST AIRLINES,INC., a Minnesota corporation, (the “Borrower”); the several banks andother financial institutions or entities from time to time parties to theCredit Agreement (the “Lenders”); the Syndication Agent, theDocumentation Agent, the Co-Syndication Agent, the Co-Documentation Agent, theAgent, the Co-Arrangers, the Joint Lead Arrangers and the Collateral Agentnamed therein; and CITICORP USA, INC.,as Administrative Agent for both the DIP Facilities and the Exit Facilities (insuch capacity, the “Administrative Agent”).

 

RECITALS:

 

A.            The Borrower has requestedthat the Lenders agree to amend certain provisions of the Credit Agreement asherein set forth.

 

B.            The Lenders hereby consentto such amendments on the terms and conditions contained herein.

 

NOWTHEREFORE, the parties hereto hereby agree as follows:

 

1.             Defined Terms.  Unless otherwise defined herein, capitalizedterms which are defined in the Credit Agreement are used herein as thereindefined.

 

2.             Amendments.

 

(a)           Subject to the satisfactionof the conditions precedent set forth in Section 3 of this Amendment, theCredit Agreement is hereby amended as follows:

 

(i)              Section 1.1 of theCredit Agreement is amended by adding the following new definitions in theappropriate alphabetical order:

 

“Second Amendment”:  Second Amendment, dated as of the SecondAmendment Date, to the Super Priority Debtor In Possession and Exit Credit andGuarantee Agreement, dated as of August 21, 2006, among the AdministrativeAgent, Holdings, the Borrower and Lenders party thereto.

 

“Second Amendment Date”: April 30,2008.

 

(ii)             Section 1.1 of theCredit Agreement is further amended by replacing the phrase

 

“(i) consolidated aircraft operating rentalexpenses of Holdings and its Subsidiaries that were deducted in arriving at theamount of such consolidated operating income for such period plus”

 

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appearing in the definition of the term “ConsolidatedEBITDAR” with the following phrase:

 

“(i) consolidated aircraft operating rentalexpenses of Holdings and its Subsidiaries that were deducted in arriving at theamount of such consolidated operating income for such period (excluding totalconsolidated aircraft operating rental income received by Holdings and/or itsSubsidiaries during such period under leases with non-consolidated third-partyoperators to the extent such income was excluded from Consolidated FixedCharges for such period) plus”

 

(iii)          Section 1.1 of theCredit Agreement is further amended by replacing the phrase

 

“plus the total consolidated aircraftoperating rental expenses of Holdings and its Subsidiaries for such period”

 

appearing in the definition of the term “ConsolidatedFixed Charges” with the following phrase:

 

“plus (i) the total consolidatedaircraft operating rental expenses of Holdings and its Subsidiaries for such period*less* (ii) the total consolidated aircraft operating rentalincome received by Holdings and/or its Subsidiaries during such period underleases with non-consolidated third-party operators but only if, in the case ofany such lease, such rental income was received at a time when the applicablenon-consolidated third-party operator was not in default in the payment of anyobligation due and owing under such lease which remains uncured”

 

(iv)         Section 1.1 of theCredit Agreement is further amended by replacing the phrase

 

“for any period, the total consolidated interestexpense”

 

appearing in the definition of the term “ConsolidatedFixed Charges” with the following phrase:

 

“for any period, the total consolidated interestexpense (excluding fees and expenses incurred in connection with the SecondAmendment)”

 

(v)          The definition of the term “DisposedJapanese Foreign Slots” is amended and restated to read in its entirety asfollows:

 

“Disposed Japanese Foreign Slots”:  atany time, the Japanese Foreign Slots at Narita Airport sold, transferred, leased(so long as such lease remains in effect and conveys to another Person theright to utilize the relevant Japanese Foreign Slot) or otherwise disposed ofby the Borrower after the Closing Date; provided, however, that (i) upto 15% of the Base Number of Japanese Foreign Slots that are leased on an arm’s-lengthbasis to another Person under a lease which conveys to such Person the right toutilize the relevant Japanese Foreign Slot shall not be deemed to 

 

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constitute a Disposed Japanese Foreign Slot so longas such lease is not in default and (ii) any such Japanese Foreign Slotthat is sold, transferred or otherwise disposed of pursuant to the restructuringof Borrower’s cargo division shall not be deemed to constitute a DisposedJapanese Foreign Slot as long as the Administrative Agent shall have receivedprior to each such sale, transfer or disposition, an Appraisal of each JapaneseForeign Slot subject to such sale, transfer or disposition, together with aCompliance Certificate showing Borrower’s compliance with the Total AppraisedValue Ratio on a pro forma basis after deducting from the then Total AppraisedValue the Appraised Value of each such Japanese Foreign Slot as set forth inthe Appraisal then being furnished.

 

(vi)         Paragraph (b) of Section 7.1of the Credit Agreement is amended and restated to read in its entirety asfollows:

 

“(b)          Consolidated EBITDAR to Consolidated Fixed Charges.   Permit the ratio of (A) ConsolidatedEBITDAR (excluding from the calculation thereof following a public announcementof an agreement regarding a proposed merger, consolidation or acquisitioninvolving one or more Loan Parties and a US based airline that is notprohibited by Section 7.4, one-time fees, costs, and expenses incurred inconnection with such proposed merger, consolidation or acquisition (whether ornot consummated), provided that the portion of such fees, costs and expensespayable in cash and excluded from the calculation of Consolidated EBITDAR shallnot exceed $150,000,000 in the aggregate), to (B) Consolidated FixedCharges for any period of four consecutive fiscal quarters ending with anyfiscal quarter set forth below (or with respect to the fiscal quarters endingon June 30, 2009, September 30, 2009, and December 31, 2009, theperiod commencing on April 1, 2009, and ending on the last day of suchfiscal quarter) to be less than the ratio set forth below opposite such fiscalquarter:

 
| **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                                                       |       |

 

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

 

(vii)        Section 7.10 of theCredit 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 anyCapital Stock, bonds, notes, debentures or other debt securities of, or anyassets constituting a business unit of, or make any other investment in, anyPerson (all of the foregoing, “Investments”), except:

 

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

 

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

 

(c)            Investments consisting of loans advanced by one ormore Loan Parties to any Person that owns, directly or indirectly, all of theissued and outstanding equity interest in Holdings in an aggregate outstandingprincipal amount not exceeding $250,000,000 at any time, provided thatafter giving effect to any such Investment, no Default or Event of Defaultshall 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 amountnot exceeding $250,000,000 at any time, provided that after givingeffect to any such Investment, no Default or Event of Default shall haveoccurred, and be continuing.”

 

(viii)       Section 7.11 of theCredit Agreement is amended by replacing the phrase “(excluding any Acquisitionpermitted as an Investment under Section 7.10)” appearing therein with thephrase “(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 AmendmentDate of the following conditions precedent:

 

(i)             the Administrative Agent shall have received thisAmendment, executed and delivered by the Administrative Agent, Holdings, theBorrower and the Required Lenders;

 

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

 

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

 

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

 

(iv)          The Administrative Agent shall have received theexecuted 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 herebyrepresents and warrants that, after giving effect to the provisions of thisAmendment, (a) each of the representations and warranties made by such LoanParty in or pursuant to the Loan Documents is true and correct in all materialrespects on and as of the date hereof as if made on and as of such date, exceptto 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 suchearlier date, and (b) no Default or Event of Default has occurred and iscontinuing.

 

5.             Continuing Effect of theCredit Agreement.  ThisAmendment shall not constitute an amendment of any other provision of theCredit Agreement not expressly referred to herein and shall not be construed asa waiver of or consent to any Default, Event of Default or future action on thepart of any Loan Party that would require the consent of the Lenders or theAdministrative Agent.  Except asexpressly amended hereby, the provisions of the Credit Agreement are and shallremain in full force and effect.  Uponthe effectiveness of this Amendment, each reference in the Credit Agreement to “thisAgreement”, “hereunder”, “hereof”, “herein” or words of similar import shall meanand be a reference to the Credit Agreement as amended hereby.

 

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

 

7.             Expenses.  The Borrower agrees to pay or reimburse theAdministrative Agent for all of its reasonable out-of-pocket costs and expensesincurred in connection with the preparation, negotiation and execution of thisAmendment, including, without limitation, the reasonable fees and disbursementsof counsel to the Administrative Agent.

 

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8.             Reaffirmation.  The Guarantor hereby acknowledges andreaffirms all of its obligations and undertakings under each of the LoanDocuments to which it is a party and acknowledges and agrees that subsequentto, and after taking account of the provisions of, this Amendment, each suchLoan Document is and shall remain in full force and effect in accordance withthe terms thereof.

 

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

 

*[Theremainder of this page is intentionally left blank.]*

 

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INWITNESS WHEREOF, the parties hereto have caused this Amendment to be dulyexecuted and delivered by their proper and duly authorized officers as of theday 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 PRIORITYDEBTOR IN POSSESSION AND*

* EXIT CREDIT ANDGUARANTY AGREEMENT*

 

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|   |   | 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 PRIORITYDEBTOR IN POSSESSION AND*

* EXIT CREDIT ANDGUARANTY AGREEMENT*

 

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