**Exhibit 10.1**

Conformed Copy

 

THIRD AMENDMENT

 

                THIRD AMENDMENT, dated as ofSeptember 9, 2002, (this “Amendment”), to the CREDIT AND GUARANTEEAGREEMENT, dated as of October 24, 2000, as amended by that First Amendment,dated as of May 1, 2001 and as further amended by that Second Amendment datedas of October 23, 2001 (as further amended, supplemented or otherwise modified,the “Credit and Guarantee Agreement”), among NORTHWEST AIRLINESCORPORATION, a Delaware corporation (“Holdings”), NORTHWEST AIRLINES HOLDINGSCORPORATION, a Delaware corporation (“NWAC”), NWA INC., a Delawarecorporation (“NWA”) (Holdings, NWAC and NWA collectively referred tohereafter as the “Guarantors”), NORTHWEST AIRLINES, INC., a Minnesotacorporation (the “Borrower”), the several banks and other financialinstitutions or entities from time to time parties to the Credit and GuaranteeAgreement (the “Lenders”), CREDIT LYONNAIS NEW YORK BRANCH and ABN AMROBANK N.V., as co-documentation agents (in such capacities, the “Co-DocumentationAgents”), CITICORP USA, INC. and U.S. BANK NATIONAL ASSOCIATION, asco-arrangers (in such capacities, the “Co-Arrangers”), DEUTSCHE BANKTRUST COMPANY AMERICAS (f/k/a Bankers Trust Company), as syndication agent (insuch capacity, the “Syndication Agent”), JPMORGAN CHASE BANK, asadministrative agent (in such capacity, the “Administrative Agent”), andJ.P. MORGAN SECURITIES INC. and DEUTSCHE BANK SECURITIES INC., as joint leadarrangers and joint bookrunners (in such capacities, the “Joint LeadArrangers”).

 

 

W I T N E S S E T H:

WHEREAS, the Guarantors, theBorrower, the Lenders, the Administrative Agent, the Co-Documentation Agents,the Co-Arrangers, the Syndication Agent and the Joint Lead Arrangers areparties to the Credit and Guarantee Agreement; and

WHEREAS, the Borrower andthe Guarantors have requested that the Credit and Guarantee Agreement beamended as set forth herein;

NOW THEREFORE, inconsideration of the premises and the mutual covenants hereinafter set forth,the parties hereto hereby agree as follows:

SECTION 1.            Defined Terms.  Terms defined in the Credit and GuaranteeAgreement and used herein shall have the meanings given to them in the Creditand Guarantee Agreement.

 

SECTION 2.            Amendments to Credit Agreement.

 

(a)           Amendment to Section 1.1(Definitions).  Section 1.1 of theCredit and Guarantee Agreement is hereby amended as follows:

### (i)            Clause(i) of the definition of “Termination Event” is hereby replaced inits entirety with the following clause (i):

 

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“ (i) a “reportable event” described in Section 4043of ERISA or in the Regulations thereunder (excluding events for which therequirement for notice of such reportable event has been waived undersubsection .22, .23, .25, .27, or .28 of PBGC Regulation Section 4043 and anyevent described in subsection .33 of PBGC Regulation Section 4043)”.

(b)           Amendmentto Section 6.7 (Notices).  Section6.7 is hereby amended by deleting the period at the end of paragraph (b)and replacing it with “; and” and inserting the following newparagraph (c) thereafter as follows:

## “(c)         copy of (i) any proposal for awaiver of any “reportable event” sent to the PBGC contemporaneous therewith and(ii) any waiver granted by the PBGC promptly after the Borrower receivesnotice that such waiver has been granted by the PBGC.”.

(c)           Amendmentto Section 7.7 (Restricted Payments). Section 7.7 is hereby amended by deleting subsection (c)(iv) in itsentirety and replacing it with the following:

“(iv)        Holdingsmay make required dividend and redemption payments in respect of itsoutstanding Series C Preferred Stock pursuant to the Certificate ofDesignations for the Series C Preferred Stock as in effect on the datehereof.”.

(d)           Amendmentto Section 8 (Events of Default). Section 8(g)(vi) is hereby replaced in its entirety with the following:

## “(vi)        any Pension Plan shall fail to satisfythe minimum funding standard required for any plan year or part thereof unlessa waiver of such standard or extension of any amortization period is grantedunder Section 412 of the Code; or”.

SECTION3.           Conditions toEffectiveness of this Amendment.

 

This Amendment shall become effective on the date (the“Amendment Effective Date”) on which the following conditions precedenthave been satisfied:

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

## (b)           no Default or Event of Default shall have occurred and becontinuing after giving effect to the amendments contemplated herein;

## (c)           each of the representations and warranties made by theLoan Parties and their Subsidiaries in or pursuant to the Loan Documents shallbe true and correct in all material respects on and as of the AmendmentEffective Date as if made on and as of such date, except for any representationand warranty which is expressly made as of an earlier date, whichrepresentation and warranty shall have been true and correct in all materialrespects as of such earlier date; and

## (d)           the Administrative Agent shall have received a certificateof an officer of the Borrower and each Guarantor in form and substance as mayreasonably be requested by the

##  

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## Administrative Agent which shall, among otherthings, certify as to matters described in clauses (b) and (c) above.

SECTION4.           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 of the representations,warranties, terms, covenants and conditions of the Loan Documents shall remainunamended and not waived and shall continue to be in full force and effect.

## (b)           Counterparts. This Amendment may be executed by one or more of the parties to thisAmendment on any number of separate counterparts, and all of said counterpartstaken together 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 is prohibited or unenforceable inany jurisdiction shall, as to such jurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remainingprovisions hereof, and any such prohibition or unenforceability in anyjurisdiction shall not invalidate or render unenforceable such provision in anyother jurisdiction.

## (d)           Integration. This Amendment and the other Loan Documents represent the agreement ofthe Loan Parties and the Lenders with respect to the subject matter hereof, andthere are no promises, undertakings, representations or warranties by theLenders relative to the subject matter hereof not expressly set forth orreferred to herein or in the other Loan Documents.

## (e)           GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THISAMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCEWITH, THE LAWS OF THE STATE OF NEW YORK.

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

| NORTHWEST AIRLINES CORPORATION                                                                            |
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| By:                                                                                                       | /s/ Daniel B. Matthews |
|       Name:    Daniel B. Matthews                                 |
|       Title:      Senior Vice President & Treasurer |
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| NORTHWEST AIRLINES HOLDINGS                                                                               |
| CORPORATION                                                                                               |
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| By:                                                                                                       | /s/ Daniel B. Matthews |
|       Name:    Daniel B. Matthews                                 |
|       Title:      Senior Vice President & Treasurer |
|                                                                                                      |
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| NWA INC.                                                                                                  |
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| By:                                                                                                       | /s/ Daniel B. Matthews |
|       Name:    Daniel B. Matthews                                 |
|       Title:      Senior Vice President & Treasurer |
|                                                                                                      |
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| NORTHWEST AIRLINES, INC.                                                                                  |
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|                                                                                                      |
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| By:                                                                                                       | /s/ Daniel B. Matthews |
|       Name:    Daniel B. Matthews                                 |
|       Title:      Senior Vice President & Treasurer |
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| JPMORGAN CHASE BANK, as Administrative Agent and as a Lender                                              |
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| By:                                                                                                       |  /s/ Matthew H. Massie |
|       Name:    Matthew H. Massie                                  |
|       Title:      Managing Director                     |

 

 

SignaturePage to Third Amendment

 

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| ABN AMRO Bank, N.V., Lender                                                                |
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| By:                                                                                        | /s/ Thomas K. Peterson |
|       Name:    Thomas K. Peterson                  |
|       Title:      Senior Vice President  |
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| By:                                                                                        | /s/ Mary L. Honda |
|       Name:    Mary L. Honda                       |
|       Title:      Group Vice President   |
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| THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH                                         |
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| By:                                                                                        | /s/ Minoru Akimoto |
|       Name:    Minoru Akimoto                      |
|       Title:      General Manager        |
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| BNP PARIBAS                                                                                |
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| By:                                                                                        | /s/ Christine L. Howatt |
|       Name:    Christine L. Howatt                 |
|       Title:      Director               |
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| By:                                                                                        | /s/ Peter Labrie |
|       Name:    Peter Labrie                        |
|       Title:      Central Region Manager |
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| CREDIT LYONNAIS NEW YORK BRANCH                                                            |
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| By:                                                                                        | /s/ Bernard Weymuller |
|       Name:    Bernard Weymuller                   |
|       Title:      Senior Vice President  |
|                                                                                       |

 

 

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| CREDIT SUISSE FIRST BOSTON                                                         |
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| By:                                                                                | /s/ Robert Hetu |
|       Name:    Robert Hetu                 |
|       Title:      Director       |
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| By:                                                                                | /s/ Guy M. Baron |
|       Name:    Guy M. Baron                |
|       Title:      Associate      |
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| DEUTSCHE BANK TRUST COMPANY AMERICAS (f/k/a Bankers Trust Company)                 |
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| By:                                                                                | /s/ Marguerite Sutton |
|       Name:    Marguerite Sutton           |
|       Title:      Vice President |
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| KREDITANSTALT FUR WIEDERAUFBAU                                                     |
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| By:                                                                                |  /s/ Susanne Hockmann |
|       Name:    Susanne Hockmann            |
|       Title:      Vice President |
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| By:                                                                                | /s/ Petra Schoberth |
| Name: Petra Schoberth                                                              |
| Title: Senior Project Manager                                                      |
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| THE ROYAL BANK OF SCOTLAND plc                                                     |
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| By:                                                                                | /s/ Maria Amaral-LeBlanc |
|       Name:    Maria Amaral LeBlanc        |
|       Title:      Vice President |
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|                                                                               |

 

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