**Exhibit 10.1**

 

**EXECUTION COPY**

 

FOURTH AMENDMENT

 

FOURTH AMENDMENT, dated as of February 14,2003 (this “Amendment”), to the CREDIT AND GUARANTEE AGREEMENT, dated asof October 24, 2000, as amended by that First Amendment, dated as of May 1,2001, that Second Amendment, dated as of October 23, 2001, and that ThirdAmendment, dated as of September 9, 2002, (as further amended, supplemented orotherwise modified, the “Credit and Guarantee Agreement”) amongNORTHWEST AIRLINES CORPORATION, a Delaware corporation (“Holdings”),NORTHWEST AIRLINES HOLDINGS CORPORATION, a Delaware corporation (“NWAC”),NWA INC., a Delaware corporation (“NWA”) (Holdings, NWAC and NWAcollectively referred to hereafter as the “Guarantors”), NORTHWESTAIRLINES, INC., a Minnesota corporation (the “Borrower”), the severalbanks and other financial institutions or entities from time to time parties tothe Credit and Guarantee Agreement (the “Lenders”), CREDIT LYONNAIS NEWYORK BRANCH and ABN AMRO BANK N.V., as co-documentation agents (in suchcapacities, the “Co-Documentation Agents”), CITICORP USA, INC. and U.S.BANK NATIONAL ASSOCIATION, as co-arrangers (in such capacities, the ”Co-Arrangers”),DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company),as syndication agent (in such capacity, the “Syndication Agent”),JPMORGAN CHASE BANK, as administrative agent (in such capacity, the “AdministrativeAgent”), and J.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC.,as joint lead arrangers and joint bookrunners (in such capacities, the “JointLead Arrangers”).

 

W I T N E S S E T H:

 

WHEREAS, the Guarantors, the Borrower, theLenders, the Administrative Agent, the Co-Documentation Agents, theCo-Arrangers, the Syndication Agent and the Joint Lead Arrangers are parties tothe Credit and Guarantee Agreement; and

 

WHEREAS, the Borrower and the Guarantors haverequested that the Credit and Guarantee Agreement be amended as set forthherein;

 

NOW THEREFORE, in consideration of thepremises and the mutual covenants hereinafter set forth, the parties heretohereby agree as follows:

 

SECTION 1.           DefinedTerms.  Terms defined in the Creditand Guarantee Agreement and used herein shall have the meanings given to themin the Credit and Guarantee Agreement.

 

SECTION 2.           Amendmentto Section 7.7 (Restricted Payments). Section 7.7 of the Credit and Guarantee Agreement is hereby amended bydeleting the “and” at the end of paragraph (b), deleting the period at the endof paragraph (c) and replacing it with “; and” and inserting a new paragraph (d)thereafter as follows:

 

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“(d)         anyCredit Party may repurchase shares of Capital Stock of Pinnacle Airlines Corp.,a Delaware corporation, contributed from time to time by any Credit Party toany Pension Plan in lieu of cash pursuant to an exemption granted by theDepartment of Labor.”

 

SECTION 3.           Conditionsto Effectiveness of this Amendment. This Amendment shall become effective on the date (the “AmendmentEffective Date”) on which the Administrative Agent shall have receivedcounterparts of this Amendment duly executed and delivered by (i) theBorrower, (ii) the Guarantors and (iii) the Required Lenders.

 

SECTION 4.           Paymentof Expenses.  The Borrower agrees topay or reimburse the Administrative Agent for all of its reasonableout-of-pocket costs and expenses incurred in connection with this Amendment andany other documents prepared in connection herewith, including, withoutlimitation, the reasonable fees and disbursements of counsel to theAdministrative Agent.

 

SECTION 5.           Miscellaneous.

 

(a)           Effect.  Except as expressly amended hereby, all ofthe representations, warranties, terms, covenants and conditions of the LoanDocuments shall remain unamended and not waived and shall continue to be infull force and effect.

 

(b)           Counterparts.  This Amendment may be executed by one ormore of the parties to this Amendment on any number of separate counterparts,and all of said counterparts taken together shall be deemed to constitute oneand the same instrument.  A set of thecopies of this Amendment signed by all the parties shall be lodged with theBorrower and the Administrative Agent.

 

(c)           Severability.  Any provision of this Amendment which isprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,be ineffective to the extent of such prohibition or unenforceability withoutinvalidating the remaining provisions hereof, and any such prohibition orunenforceability in any jurisdiction shall not invalidate or renderunenforceable such provision in any other jurisdiction.

 

(d)           Integration.  This Amendment and the other Loan Documentsrepresent the agreement of the Loan Parties and the Lenders with respect to thesubject matter hereof, and there are no promises, undertakings, representationsor warranties by the Lenders relative to the subject matter hereof notexpressly set forth or referred to herein or in the other Loan Documents.

 

(e)           GOVERNINGLAW.  THIS AMENDMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.

 

*[Balance of Page IntentionallyBlank]*

 

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IN WITNESS WHEREOF, the parties hereto havecaused this Amendment to be duly executed and delivered by their proper andduly 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 HOLDINGS CORPORATION                       |
|   |                                                           |                                   |
|   |                                                           |                                   |
|   | By:                                                            | /s/ Daniel B. Matthews                 |   |
|   | Name:                                                          | Daniel B.  Matthews                    |   |
|   | Title:                                                         | Senior Vice  President & Treasurer |   |
|   |                                                           |
|   |                                                           |
|   | NWA INC.                                                       |                                   |
|   |                                                           |                                   |
|   |                                                           |                                   |
|   | 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 |   |
|   |                                                           |
|   |                                                           |                                   |
|   | JPMORGAN  CHASE BANK, as Administrative  Agent and as a Lender |                                   |
|   |                                                           |                                   |
|   |                                                           |                                   |
|   | By:                                                            | /s/ Matthew H. Massie                  |   |
|   | Name:                                                          | Matthew H.  Massie                     |   |
|   | Title:                                                         | Managing  Director                     |   |
|        |                                                                |                                        |  |  |  |  |

 

Signature Page to Third Amendment

 

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|   | ABN AMRO Bank, N.V., Lender                          |                                                  |
|--------|------------------------------------------------------|-------------------------------------------------------|
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | By:                                                  | /s/ Thomas K. Peterson                                |   |
|   | Name:                                                | Thomas K.  Peterson                                   |   |
|   | Title:                                               | Senior Vice President  Diversified Industries Central |   |
|   |                                                 |
|   |                                                 |
|   | By:                                                  | /s/ Mary L. Honda                                     |   |
|   | Name:                                                | Mary L.  Honda                                        |   |
|   | Title:                                               | Group Vide  President                                 |   |
|   |                                                 |
|   |                                                 |
|   | THE BANK OF  TOKYO-MITSUBISHI, LTD.,  CHICAGO BRANCH |                                                  |
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | By:                                                  | /s/ Shinichiro Munechika                              |   |
|   | Name:                                                | Shinichiro  Munechika                                 |   |
|   | Title:                                               | Deputy  General Manager                               |   |
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | BNP PARIBAS                                          |                                                  |
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | By:                                                  | /s/ Brian F. Hewett                                   |   |
|   | Name:                                                | Brian F.  Hewett                                      |   |
|   | Title:                                               | Director                                              |   |
|   |                                                 |
|   |                                                 |
|   | By:                                                  | /s/ Timothy J. Devane                                 |   |
|   | Name:                                                | Timothy J.  Devane                                    |   |
|   | Title:                                               | Vice  President                                       |   |
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | CREDIT  LYONNAIS, NEW YORK BRANCH                    |                                                  |
|   |                                                 |                                                  |
|   |                                                 |                                                  |
|   | By:                                                  | /s/ James Gibson                                      |   |
|   | Name:                                                | James Gibson                                          |   |
|   | Title:                                               | Senior Vice  President                                |   |
|        |                                                      |                                                       |  |  |  |

 

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|   | CREDIT SUISSE FIRST BOSTON                                           |                    |
|--------|----------------------------------------------------------------------|-------------------------|
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | By:                                                                  | /s/ Joseph J. Adipietro |   |
|   | Name:                                                                | Joseph J.  Adipietro    |   |
|   | Title:                                                               | Director                |   |
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  | /s/ Cassandra Droogan   |   |
|   | Name:                                                                | Cassandra  Droogan      |   |
|   | Title:                                                               | Associate               |   |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | DEUTSCHE  BANK TRUST COMPANY  AMERICAS (f/k/a Bankers Trust Company) |                    |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | By:                                                                  | /s/ Marguerite Sutton   |   |
|   | Name:                                                                | Marguerite  Sutton      |   |
|   | Title:                                                               | Vice President          |   |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | KREDITANSTALT  FUR WIEDERAUFBAU                                      |                    |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | By:                                                                  | /s/ Susanne Hockmann    |   |
|   | Name:                                                                | Susanne  Hockmann       |   |
|   | Title:                                                               | Vice  President         |   |
|   |                                                                 |
|   |                                                                 |
|   | By:                                                                  | /s/ Petra Schoberth     |   |
|   | Name:                                                                | Petra  Schoberth        |   |
|   | Title:                                                               | Senior  Project Manager |   |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | THE ROYAL  BANK OF SCOTLAND plc                                      |                    |
|   |                                                                 |                    |
|   |                                                                 |                    |
|   | By:                                                                  | /s/ David Apps          |   |
|   | Name:                                                                | David Apps              |   |
|   | Title:                                                               | Senior Vice  President  |   |
|        |                                                                      |                         |  |  |  |

 

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|   | STATE STREET BANK AND TRUST COMPANY     |                      |
|--------|-----------------------------------------|---------------------------|
|   |                                    |                      |
|   |                                    |                      |
|   | By:                                     | /s/ Mary H. Carey         |   |
|   | Name:                                   | Mary H.  Carey            |   |
|   | Title:                                  | Assistant  Vice President |   |
|   |                                    |
|   |                                    |
|   | UNION  PLANTERS BANK                    |                      |
|   |                                    |                      |
|   |                                    |                      |
|   | By:                                     |                      |   |
|   | Name:                                   |                      |   |
|   | Title:                                  |                      |   |
|   |                                    |
|   |                                    |
|   | U.S. BANK  NATIONAL ASSOCIATION, Lender |                      |
|   |                                    |                      |
|   |                                    |                      |
|   | By:                                     | /s/ Mark R. Olmon         |   |
|   | Name:                                   | Mark R.  Olmon            |   |
|   | Title:                                  | Senior Vice  President    |   |
|        |                                         |                           |  |  |  |

 

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|   | DRESDNER  BANK AG NEW YORK AND  GRAND CAYMAN BRANCHES |                  |
|--------|-------------------------------------------------------|-----------------------|
|   |                                                  |                  |
|   |                                                  |                  |
|   | By:                                                   | /s/ Lynda Grainger    |   |
|   | Name:                                                 | Lynda  Grainger       |   |
|   | Title:                                                | Director              |   |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Brian Smith       |   |
|   | Name:                                                 | Brian Smith           |   |
|   | Title:                                                | Director              |   |
|   |                                                  |                  |
|   |                                                  |                  |
|   | FIRST  COMMERCIAL BANK, NEW YORK AGENCY               |
|   |                                                  |                  |
|   |                                                  |                  |
|   | By:                                                   | /s/ Bruce M.J. Ju     |   |
|   | Name:                                                 | Bruce M.J.  Ju        |   |
|   | Title:                                                | VP & GM           |   |
|   |                                                  |                  |
|   |                                                  |                  |
|   | CHANG HWA  COMMERCIAL BANK LTD.,  NEW YORK BRANCH     |                  |
|   |                                                  |                  |
|   |                                                  |                  |
|   | By:                                                   |                  |   |
|   | Name:                                                 |                  |   |
|   | Title:                                                |                  |   |
|   |                                                  |                  |
|   |                                                  |                  |
|   | CITICORP  USA, INC.                                   |                  |
|   |                                                  |                  |
|   |                                                  |                  |
|   | By:                                                   | /s/ Gaylord C. Holmes |   |
|   | Name:                                                 | Gaylord C.  Holmes    |   |
|   | Title:                                                | Vice  President       |   |
|        |                                                       |                       |  |  |  |

 

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|   | THE FUJI  BANK, LIMITED                                       |                                           |
|--------|---------------------------------------------------------------|------------------------------------------------|
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | By:                                                           |                                           |   |
|   | Name:                                                         |                                           |   |
|   | Title:                                                        |                                           |   |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | MITSUBISHI  TRUST & BANKING  CORPORATION                  |                                           |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | By:                                                           |                                           |   |
|   | Name:                                                         |                                           |   |
|   | Title:                                                        |                                           |   |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | SUMITOMO-MITSUI  BANKING CORP. (f/k/a  THE SAKURA BANK, LTD.) |                                           |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | By:                                                           |                                           |   |
|   | Name:                                                         |                                           |   |
|   | Title:                                                        |                                           |   |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | MORGAN  STANLEY SENIOR FUNDING, INC.                          |                                           |
|   |                                                          |                                           |
|   |                                                          |                                           |
|   | By:                                                           | /s/ Jaap L. Tonckens                           |   |
|   | Name:                                                         | Jaap L.  Tonckens                              |   |
|   | Title:                                                        | Vice  President  Morgan Stanley Senior Funding |   |
|        |                                                               |                                                |  |  |  |

 

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