**Exhibit 10.2**

 

**EXECUTION COPY**

 

FIFTH AMENDMENT

 

FIFTHAMENDMENT, dated as of May 1, 2003 (this “Amendment”), to the CREDIT ANDGUARANTEE AGREEMENT, dated as of October 24, 2000 (as 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), assyndication agent (in such capacity, the “Syndication Agent”), JPMORGANCHASE 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, theGuarantors, the Borrower, the Lenders, the Administrative Agent, theCo-Documentation Agents, the Co-Arrangers, the Syndication Agent and the JointLead Arrangers are parties to the Credit and Guarantee Agreement; and

 

WHEREAS, theBorrower and the Guarantors have requested that the Credit and GuaranteeAgreement be amended as set forth herein;

 

NOW THEREFORE,in consideration of the premises and the mutual covenants hereinafter setforth, the parties hereto hereby 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 7.1 (Financial Condition Covenants).  Section 7.1(b) of the Credit and Guarantee Agreement is herebyamended and restated to read in its entirety as follows:

 

“(b)  Consolidated EBITDAR to ConsolidatedFixed Charges.  Permit the ratio ofConsolidated EBITDAR to Consolidated Fixed Charges for (i) the three-monthperiod ended on June 30, 2004, (ii) the six-month period ended onSeptember 30, 2004, (iii) the nine-month period ended December 31, 2004,(iv) the twelve-month period ended March 31, 2005 or (v) after March31, 2005, any period of four consecutive fiscal quarters ended on the last dayof any fiscal quarter, in each case to be less than 1.00 to 1.00.”

 

----

 

SECTION 3.           Conditions to Effectiveness ofthis Amendment.

 

This Amendmentshall become effective on the date (the “Amendment Effective Date”) onwhich the following conditions precedent have been satisfied:

 

(a)  the Administrative Agent shall have receivedcounterparts of this Amendment duly executed and delivered by (i) the Borrower,(ii) the Guarantors and (iii) the Required Lenders; and

 

(b)  the Borrower shall have paid to theAdministrative Agent, for the account of each Lender which executes anddelivers this Amendment prior to 5:00 p.m., New York City time, May 13, 2003,an amendment fee in an amount equal to the Amendment Fee Percentage (as definedbelow) of the sum of (i) the Five-Year Revolving Commitment of such Lender,(ii) the Tranche B Revolving Commitment of such Lender, and (iii) the aggregateprincipal amount of any Term-Out Loans of such Lender then outstanding, in eachcase as of the Amendment Effective Date. As used herein, the “Amendment Fee Percentage” shall mean thepercentage separately disclosed to the Lenders in connection with thisAmendment as the basis upon which the Amendment Fee Percentage shall becalculated.

 

SECTION 4.           Payment of Expenses.  The Borrower agrees to pay or reimburse theAdministrative Agent for all of its reasonable out-of-pocket costs and expensesincurred in connection with this Amendment and any other documents prepared inconnection herewith, including, without limitation, the reasonable fees anddisbursements of counsel to the Administrative 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(including by telecopy transmission), and all of said counterparts takentogether shall be deemed to constitute one and the same instrument.  A set of the copies of this Amendment signedby all the parties shall be lodged with the Borrower and the AdministrativeAgent.

 

## (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)           GOVERNING LAW.  THIS AMENDMENT AND THE RIGHTS ANDOBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, ANDCONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEWYORK.**

 

2

----

 

*[Balance of Page Intentionally Blank]*

 

3

----

 

IN WITNESSWHEREOF, the parties hereto have caused this Amendment to be duly executed anddelivered by their proper and duly authorized officers as of the day and yearfirst 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                     |   |
|        |                                                                |                                        |  |  |

 

4

----

 
|   | ABN AMRO Bank, N.V., Lender |                                                   |
|--------|-----------------------------|--------------------------------------------------------|
|   |                        |                                                   |
|   |                        |                                                   |
|   | By:                         | /s/ Thomas K. Peterson                                 |   |
|   | Name:                       | Thomas K.  Peterson                                    |   |
|   | Title:                      | Senior Vice  President  Diversified Industries Central |   |
|   |                        |
|   |                        |
|   | By:                         | /s/ W.P. Fischer                                       |   |
|   | Name:                       | W.P. Fischer                                           |   |
|   | Title:                      | Senior Vice  President                                 |   |
|        |                             |                                                        |  |  |

 

5

----

 
|   | THE BANK OF  TOKYO-MITSUBISHI, LTD.,  CHICAGO BRANCH |                      |
|--------|------------------------------------------------------|---------------------------|
|   |                                                 |                      |
|   |                                                 |                      |
|   | By:                                                  | /s/ Schinichiro Munechika |   |
|   | Name:                                                | Shinichiro  Munechika     |   |
|   | Title:                                               | Deputy  General Manager   |   |
|        |                                                      |                           |  |  |

 

6

----

 
|   | BNP PARIBAS |                    |
|--------|-------------|-------------------------|
|   |        |                    |
|   |        |                    |
|   | By:         | /s/ Brian F. Hewett     |   |
|   | Name:       | Brian F. Hewett         |   |
|   | Title:      | Director                |   |
|   |        |
|   |        |
|   | By:         | /s/ Christine L. Howatt |   |
|   | Name:       | Christine L.  Howatt    |   |
|   | Title:      | Director                |   |
|        |             |                         |  |  |

 

7

----

 
|   | CHANG HWA  COMMERCIAL BANK LTD.,  NEW YORK BRANCH |                      |
|--------|---------------------------------------------------|---------------------------|
|   |                                              |                      |
|   |                                              |                      |
|   | By:                                               | /s/ Ming-Hsien Lin        |   |
|   | Name:                                             | Ming-Hsien  Lin           |   |
|   | Title:                                            | VP &  General Manager |   |
|        |                                                   |                           |  |  |

 

8

----

 
|   | CHINATRUST  COMMERCIAL BANK |                   |
|--------|-----------------------------|------------------------|
|   |                        |                   |
|   |                        |                   |
|   | By:                         | /s/ Eric Kan           |   |
|   | Name:                       | Eric Kan               |   |
|   | Title:                      | Senior Vice  President |   |
|        |                             |                        |  |  |

 

9

----

 
|   | CREDIT  LYONNAIS, NEW YORK BRANCH |              |
|--------|-----------------------------------|-------------------|
|   |                              |              |
|   |                              |              |
|   | By:                               | /s/ Brian Bolotin |   |
|   | Name:                             | Brian  Bolotin    |   |
|   | Title:                            | Vice  President   |   |
|        |                                   |                   |  |  |

 

10

----

 
|   | CREDIT  SUISSE FIRST BOSTON  acting through its Cayman Islands Branch |                 |
|--------|-----------------------------------------------------------------------|----------------------|
|   |                                                                  |                 |
|   |                                                                  |                 |
|   | By:                                                                   | /s/ Joseph Adipietro |   |
|   | Name:                                                                 | Joseph  Adipietro    |   |
|   | Title:                                                                | Director             |   |
|   |                                                                  |
|   |                                                                  |
|   | By:                                                                   | /s/ Doreen B. Welch  |   |
|   | Name:                                                                 | Doreen B.  Welch     |   |
|   | Title:                                                                | Associate            |   |
|        |                                                                       |                      |  |  |  |

 

11

----

 
|   | DEUTSCHE  BANK TRUST COMPANY  AMERICAS (f/k/a Bankers Trust Company) |                  |
|--------|----------------------------------------------------------------------|-----------------------|
|   |                                                                 |                  |
|   |                                                                 |                  |
|   | By:                                                                  | /s/ Marguerite Sutton |   |
|   | Name:                                                                | Marguerite  Sutton    |   |
|   | Title:                                                               | Vice  President       |   |
|        |                                                                      |                       |  |  |

 

12

----

 
|   | KREDITANSTALT  FUR WIEDERAUFBAU |                    |
|--------|---------------------------------|-------------------------|
|   |                            |                    |
|   |                            |                    |
|   | By:                             | /s/ Susanne Hockmann    |   |
|   | Name:                           | Susanne  Hockmann       |   |
|   | Title:                          | Vice  President         |   |
|   |                            |
|   |                            |
|   | By:                             | /s/ Petra Schoberth     |   |
|   | Name:                           | Petra  Schoberth        |   |
|   | Title:                          | Senior  Project Manager |   |
|        |                                 |                         |  |  |

 

13

----

 
|   | THE ROYAL  BANK OF SCOTLAND plc |                   |
|--------|---------------------------------|------------------------|
|   |                            |                   |
|   |                            |                   |
|   | By:                             | /s/ David Apps         |   |
|   | Name:                           | David Apps             |   |
|   | Title:                          | Senior Vice  President |   |
|        |                                 |                        |  |  |

 

14

----

 
|   | STATE STREET  BANK AND TRUST COMPANY |
|--------|--------------------------------------|
|   |                                 |   |
|   |                                 |   |
|   | By:                                  | /s/ Mary H. Carey |   |
|   | Name:                                | Mary H.  Carey |   |
|   | Title:                               | Assistant  Vice President |   |
|        |                                      |  |  |  |

 

15

----

 
|   | UNION  PLANTERS BANK |                |
|--------|----------------------|---------------------|
|   |                 |                |
|   |                 |                |
|   | By:                  | /s/ Shea Buchignani |   |
|   | Name:                | Shea  Buchignani    |   |
|   | Title:               | Vice  President     |   |
|        |                      |                     |  |  |

 

16

----

 
|   | U.S. BANK  NATIONAL ASSOCIATION, Lender |                   |
|--------|-----------------------------------------|------------------------|
|   |                                    |                   |
|   |                                    |                   |
|   | By:                                     | /s/ Mark R. Olmon      |   |
|   | Name:                                   | Mark R.  Olmon         |   |
|   | Title:                                  | Senior Vice  President |   |
|        |                                         |                        |  |  |

 

17

----

 
|   | DRESDNER  BANK AG NEW YORK AND  GRAND CAYMAN BRANCHES |                |
|--------|-------------------------------------------------------|---------------------|
|   |                                                  |                |
|   |                                                  |                |
|   | By:                                                   | /s/ Thomas R. Brady |   |
|   | Name:                                                 | Thomas R.  Brady    |   |
|   | Title:                                                | Director            |   |
|   |                                                  |
|   |                                                  |
|   | By:                                                   | /s/ Phillip Gass    |   |
|   | Name:                                                 | Phillip Gass        |   |
|   | Title:                                                | Associate           |   |
|        |                                                       |                     |  |  |

 

18

----

 
|   | FIRST  COMMERCIAL BANK, NEW YORK  AGENCY |                      |
|--------|------------------------------------------|---------------------------|
|   |                                     |                      |
|   |                                     |                      |
|   | By:                                      | /s/ Bruce M.J. Ju         |   |
|   | Name:                                    | Bruce M.J.  Ju            |   |
|   | Title:                                   | VP &  General Manager |   |
|        |                                          |                           |  |  |

 

19

----

 
|   | HUA NAN  COMMERCIAL BANK, LTD.  NEW YORK AGENCY |                          |
|--------|-------------------------------------------------|-------------------------------|
|   |                                            |                          |
|   |                                            |                          |
|   | By:                                             | /s/ Yun-Peng Chang            |   |
|   | Name:                                           | Yun-Peng  Chang               |   |
|   | Title:                                          | General  Manager & S.V.P. |   |
|        |                                                 |                               |  |  |

 

20

----

 
|   | CITIBANK  N.A. |                  |
|--------|----------------|-----------------------|
|   |           |                  |
|   |           |                  |
|   | By:            | /s/ Gaylord C. Holmes |   |
|   | Name:          | Gaylord C.  Holmes    |   |
|   | Title:         | Director              |   |
|        |                |                       |  |  |

 

21

----

 
|   | MIZUHO  CORPORATE BANK, LTD. |                   |
|--------|------------------------------|------------------------|
|   |                         |                   |
|   |                         |                   |
|   | By:                          | /s/ Raymond Ventura    |   |
|   | Name:                        | Raymond  Ventura       |   |
|   | Title:                       | Senior Vice  President |   |
|        |                              |                        |  |  |

 

22

----

 
|   | MITSUBISHI  TRUST & BANKING CORPORATION |
|--------|---------------------------------------------|
|   |                                        |   |
|   |                                        |   |
|   | By:                                         | /s/ Ryo Magome |   |
|   | Name:                                       | Ryo Magome |   |
|   | Title:                                      | Senior Vice  President |   |
|        |                                             |  |  |  |

 

23

----

 
|   | SUMITOMO  MITSUI BANKING CORPORATION  (f/k/a THE SAKURA BANK, LTD) |                   |
|--------|--------------------------------------------------------------------|------------------------|
|   |                                                               |                   |
|   |                                                               |                   |
|   | By:                                                                | /s/ Suresh Tata        |   |
|   | Name:                                                              | Suresh Tata            |   |
|   | Title:                                                             | Senior Vice  President |   |
|        |                                                                    |                        |  |  |

 

24

----

 
|   | MORGAN  STANLEY SENIOR FUNDING, INC. |                |
|--------|--------------------------------------|---------------------|
|   |                                 |                |
|   |                                 |                |
|   | By:                                  | /s/ Michael A. Hart |   |
|   | Name:                                | Michael A.  Hart    |   |
|   | Title:                               | Vice  President     |   |
|        |                                      |                     |  |  |

 

25

----