**Exhibit 10.2**

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**SECOND AMENDMENT TO CREDITAGREEMENT**

 

This Second Amendment to Credit Agreement (this “Amendment”),dated as of March 30, 2009, is made and entered into by and among NORTHWESTAIRLINES, INC., a corporation organized under the laws of the State ofMinnesota (the “Borrower”), NORTHWESTAIRLINES CORPORATION, a corporation organized under the laws of the State ofDelaware (“Holdings”), COMPASS AIRLINES, INC., a corporation organizedunder 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 theState of New York (“NWA Fuel”), NORTHWEST AEROSPACE TRAININGCORPORATION, a corporation organized under the laws of the State of Delaware (“NorthwestAerospace”), NWA RETAIL SALES INC., a corporation organized under the lawsof the State of Minnesota (“NWA Retail”), MLT INC., a corporationorganized under the laws of the State of Minnesota (“MLT”), and eachother subsidiary of the Borrower or Holdings that becomes a party to the CreditAgreement referenced below (together with Holdings, Compass, Mesaba, NWA Fuel,Northwest Aerospace, NWA Retail and MLT, each individually a “Guarantor”,and, collectively, the “Guarantors”), each entity that is a partyto such Credit Agreement from time to time as a lender (each individually a “Lender”and, collectively, the “Lenders”), U.S. BANK NATIONAL ASSOCIATION, anational banking association, as a Lender and Letter of Credit Issuer and asadministrative agent for the Secured Creditors, as defined in the CreditAgreement (in such capacity, the “Agent”), CITIBANK, N.A., a nationalbanking association, as a Lender, and MORGAN STANLEY BANK, N.A., a nationalbanking association, as a Lender.

 

On October 29, 2008, the parties hereto entered into a CreditAgreement, dated as of such date (as amended by a First Amendment to CreditAgreement dated as of December 9, 2008, and as may be further amended,restated, modified, supplemented or amended and restated from time to time, the“Credit Agreement”).

 

The Borrower has advised the Lenders that it intends to cause the Class DCertificates (together with all other outstanding certificates issued by the2003-1 Pass Through Trust referenced in the Security Agreement (the “2003-1Pass Through Trust”)) to be paid in full on or about March 31, 2009(such payment in full, the “Class D Certificate Redemption”), and,immediately upon the cancellation of the D-2 Secured Notes (as defined in theSecurity Agreement) in connection with the Class D Certificate Redemption,to cause all outstanding certificates representing the D-2 Beneficial Interests(as defined in the Security Agreement) to be immediately delivered to theAgent. Accordingly, the Borrower and the Guarantors have requested that theLenders agree to amend certain provisions of the Credit Agreement, and theLenders are willing to do so, in each case subject to the terms and conditionsof this Amendment.

 

ACCORDINGLY, in consideration of the premises and other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto hereby agree as follows:

 

Section 1.  Definitions.  All terms defined in the Credit Agreementthat are not otherwise defined herein shall have the meanings given them in theCredit Agreement.

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Section 2.  Amendments.  The Credit Agreement is hereby amended asfollows:

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(a)                                  Section 1.1of the Credit Agreement is amended by adding the following definitions thereto:

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### “D-2Beneficial Interests” has the meaning given in the Security Agreement.

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### “D-2Secured Notes” has the meaning given in the Security Agreement.

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(b)                                 Section 1.1of the Credit Agreement is amended by amending and restating in its entiretyclause (e) of the definition therein of “Current Appraised Value” to readas follows:

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(e)           in the case of the Class DCertificates prior to the redemption thereof, and after (x) the redemptionthereof, (y) the cancellation of the D-2 Secured Notes, and (z) thedelivery of all outstanding certificates representing the D-2 BeneficialInterests to the Agent, the D-2 Beneficial Interests, the lesser of (i) $38,000,000and (ii) an amount otherwise determined in accordance herewith; and

 

(c)                                  Section 1.1of the Credit Agreement is further amended by substituting for the words “the Class DCertificates” where they appear in clause (a) of the definition therein of“Eligible Collateral” the following:

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atall times prior to the redemption of the Class D Certificates, the Class DCertificates, and after (i) the redemption thereof, (ii) thecancellation of the D-2 Secured Notes and (iii) the delivery of alloutstanding certificates representing the D-2 Beneficial Interests to theAgent, the D-2 Beneficial Interests,

 

Section 3.  Conditions Precedent to Effectiveness.  This Amendment shall become effective whenthe Agent has received, in form and substance reasonably acceptable to theAgent and each of the Lenders, this Amendment, duly executed by a dulyauthorized officer (or officers) of the Borrower, each of the Guarantors, theAgent and the Lenders.

 

Section 4.  Representations and Warranties.  The Borrower and each of the Guarantorshereby represent and warrant as follows:

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(a)                                  The Borrower and each of the Guarantors have the corporate power andauthority, and the legal right, to make, deliver and perform this Amendment andthe Credit Agreement as amended hereby. The Borrower and each of the Guarantors have taken all necessarycorporate action to authorize the execution, delivery and performance of thisAmendment 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 GovernmentalAuthority or any other Person is required in connection with any extensions ofcredit under the Credit Agreement as amended hereby or with the execution,delivery, performance, validity or enforceability of this Amendment or theCredit Agreement as amended hereby, except any such consent, authorization,filing, 

 

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## notice or other act required to be made or obtained after the datehereof in the ordinary course of business. This Amendment has been dulyexecuted and delivered on behalf of the Borrower and each Guarantor. ThisAmendment 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 asenforceability may be limited by applicable bankruptcy, insolvency,reorganization, moratorium or similar laws affecting the enforcement ofcreditors’ rights generally and by general equitable principles (whetherenforcement is sought by proceedings in equity or at law).

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(b)                                 The execution and delivery of this Amendment and the performance ofthis Amendment and the Credit Agreement as amended hereby, and the other LoanDocuments, any borrowings and other extensions of credit under the CreditAgreement as amended hereby and the use of the proceeds thereof will notviolate in any material respect any material Requirement of Law or any materialContractual Obligation of Holdings or any of its Subsidiaries and will notresult in, or require, the creation or imposition of any Lien on any of theirrespective properties or revenues pursuant to any such Requirement of Law orContractual Obligation.

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

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(d)                                 No event hasoccurred and is continuing that constitutes a Default or an Event of Default.Without limiting the foregoing, each of the Collateralization Requirements issatisfied, and the Current Appraised Value of the Eligible Collateral is notless than the Collateral Coverage Threshold, in each case as of the datehereof.

 

Section 5.  Release.  The Borrower and each Guarantor herebyabsolutely and unconditionally release and forever discharge the Agent and eachof the Lenders, and any and all affiliates, insurers, successors and assignsthereof, together with all of the present and former directors, officers,agents, employees and attorneys-in-fact of any of the foregoing, from any andall claims, demands or causes of action of any kind, nature or description thatthe Borrower or any Guarantor has had, now has or has made claim to haveagainst any such Person for or by reason of any act, omission, matter, cause orthing whatsoever arising on or before the date of this Amendment in any wayrelating to or arising out of, the Loan Documents or any action taken oromitted under the Loan Documents, whether such claims, demands and causes ofaction are matured or unmatured or known or unknown.

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Section 6.  Costs and Expenses.  Without limiting the generality of Section 10.2of the Credit Agreement, the Borrower shall pay or reimburse the Agent and eachLender upon demand for all reasonable out-of-pocket expenses paid or incurredby the Agent or such Lender in connection with this Amendment.

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Section 7.  Class DCertificates; Certificates Representing D-2 Beneficial Interests.  Each of the Lenders acknowledges the Borrower’sstated intention to effect the 

 

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Class DCertificate Redemption and hereby consents to the delivery by the Agent to thetrustee for the 2003-1 Pass Through Trust of the Class D Certificates inconnection therewith. Upon such delivery of the Class D Certificates,Borrower shall cause all outstanding certificates representing the D-2Beneficial Interests to be immediately delivered to the Agent, duly endorsed inaccordance with the Security Agreement. At the request of the Agent, theBorrower shall promptly cause the registration of any and all such certificatesin the name of the Borrower; provided, however, that the Borrower’s right,title and interest in and to the D-2 Beneficial Interests in all events shallcontinue to be subject to the security interest granted to the Agent under theSecurity Agreement.  Notwithstandinganything to the contrary in the Credit Agreement, the Borrower’s failure tocomply with this Section 7 shall be deemed a “Collateral Event” as thatterm is defined in, and for all purposes under, the Credit Agreement withrespect to the Class D Certificates and the D-2 Beneficial Interests.

 

Section 8.  Miscellaneous.  Except as amended by this Amendment, all ofthe terms and conditions of the Credit Agreement shall remain in full force andeffect.  All references in the CreditAgreement to “this Agreement” shall be deemed to refer to the Credit Agreementas amended hereby. This Amendment may be executed in any number ofcounterparts, all of which taken together shall constitute one and the sameinstrument, and any of the parties hereto may execute this Amendment by signingany such counterpart.  The validity,construction and enforceability of this Amendment shall be governed by theinternal laws of the State of Minnesota, without giving effect to conflict oflaws principles thereof, but giving effect to federal laws of the United Statesapplicable to national banks.

 

*(Signature pages follow)*

 

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

 

 
| **NORTHWEST AIRLINES, INC.**      | ** **                                                                   | **NORTHWEST AIRLINES CORPORATION**            |
|-----------------------------------|------------------------------------------------------------------------------|-----------------------------------------------|
|                              | ** **                                                                   |                                          |
| By:                               | /s/  Anna M. Schaefer                                                        | ** **                                    | By: | /s/  Mona Warwar |
|                              | Name:****Anna M. Schaefer                                                    | ** **                                    |   | Name:****Mona Warwar |
|                              | Title:****Vice  President – Finance & Chief Accounting Officer | ** **                                    |   | Title:****Vice President -  Corporate Tax |
|                              | ** **                                                                   |                                          |
| **COMPASS AIRLINES, INC.**        | ** **                                                                   | **MESABA AVIATION, INC.**                     |
|                              | ** **                                                                   |                                          |
| By:                               | /s/  Mona Warwar                                                             | ** **                                    | By: | /s/  Mona Warwar |
|                              | Name:****Mona Warwar                                                         | ** **                                    |   | Name:****Mona Warwar |
|                              | Title:****Vice President -  Corporate Tax                                    | ** **                                    |   | Title:****Vice President -  Corporate Tax |
|                              | ** **                                                                   |                                          |
| **NWA FUEL SERVICES CORPORATION** | ** **                                                                   | **NORTHWEST AEROSPACE TRAINING  CORPORATION** |
|                              | ** **                                                                   |                                          |
| By:                               | /s/  Mona Warwar                                                             | ** **                                    | By: | /s/  Mona Warwar |
|                              | Name:****Mona Warwar                                                         | ** **                                    |   | Name:****Mona Warwar |
|                              | Title:****Vice President -  Corporate Tax                                    | ** **                                    |   | Title:****Vice President -  Corporate Tax |
|                              | ** **                                                                   |                                          |
| **NWA RETAIL SALES INC.**         | ** **                                                                   | **MLT INC.**                                  |
|                              | ** **                                                                   |                                          |
| By:                               | /s/  Mona Warwar                                                             | ** **                                    | By: | /s/  Mona Warwar |
|                              | Name:****Mona Warwar                                                         | ** **                                    |   | Name:****Mona Warwar |
|                              | Title:****Vice President -  Corporate Tax                                    | ** **                                    |   | Title:****Vice President -  Corporate Tax |

 

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|   | **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                                                          |

 

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| ** ** | **CITIBANK, N.A.**                        |
|------------|-----------------------------------------------------|
| ** ** | ** **                                          |
| ** ** | By:                                                 | /s/  James J. McCarthy |
| ** ** | Name:  James J. McCarthy                            |
| ** ** | Title:  Managing Director & Vice President |

 

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| ** ** | **MORGAN STANLEY BANK, N.A.** |
|------------|-------------------------------|
| ** ** | ** **                    |
| ** ** | By:                           | /s/  Melissa James |
| ** ** | Name:  Melissa James          |
| ** ** | Title:  Authorized Signatory  |

 

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