Exhibit 10.20


 


***Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


AMENDMENT No.1 TO THE A330 FINANCING LETTER AGREEMENT No.1


 


As of December                    
2002


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


Attention:                           Mr. Daniel B. Matthews,


Senior Vice President Finance & Treasurer


 


 


Re:                               A330-300
Aircraft Financing


 


WHEREAS:


 


Northwest
Airlines, Inc. (“NWA”) and AVSA, S.A.R.L. (“AVSA”) have entered into an Airbus
A330 Purchase Agreement dated as of December 21, 2000 (as amended with
effect prior to the date hereof, the “A330 Agreement”)
which covers, among other matters, the sale by AVSA and the purchase by NWA of
certain A330 aircraft (the “A330 Aircraft”)
as described in the specifications annexed to the A330 Agreement.  NWA and AVSA have also entered into an A330
Financing Letter Agreement No. 1 dated as of December 21, 2000 (the “A330 FLA”), which sets forth certain additional terms and
conditions regarding financing assistance for the A330 Aircraft.


 


NWA and AVSA
have entered into an Airbus A319-100 Purchase Agreement dated as of September 19,
1997 (as amended with effect prior to the date hereof, the “A319/A320 Agreement”) which covers, among other matters, the
sale by AVSA and the purchase by NWA of certain A320 and A319 aircraft (the “A319/A320 Aircraft”) as described in the specifications
annexed to the A319/A320 Agreement.


 


NWA and AVSA
have entered into Amendment No.10 to the A319/A320 Agreement and Amendment No.2
to the A330 Agreement amendment as of even date herewith (the “Restructuring Agreements”) which respectively cover, among
other things, the rescheduling of deliveries of A319/A320 Aircraft and A330
Aircraft and additional *** applicable to certain A330 Aircraft.


 


As an inducement for NWA to enter into the Restructuring Agreements and
for the purpose of providing improved financial assistance to NWA, AVSA and NWA
have agreed to enter into this Amendment No. 1 (the “Amendment
“) to the A330 FLA.


 





















 


IT IS NOW AGREED AS FOLLOWS:


 


This Amendment
shall not constitute part of the A330 Agreement or the Restructuring Agreement
in respect of the A330 Agreement, but shall be a separate and independent
contract of financial accommodation.


 


This Amendment shall, subject to its terms and conditions, amend and
supplement certain provisions of the A330 FLA and, to the extent of any
conflict between this Amendment and the A330 FLA, the provisions of this
Amendment shall prevail.


 


Capitalized
terms used herein and not otherwise defined in this Amendment will have the
meanings assigned thereto in the A330 FLA.


 


Subject to the terms and conditions of this Amendment, the A330 FLA
shall be amended as follows with effect from execution of the Restructuring
Agreements and all related documentation in a form satisfactory to AVSA and
NWA:


 


A. Improved financing support:


 


1. Improved A330 financing support for 2003, 2004 and 2005 deliveries:


 


Subject to clause 3 below, the A330 Short Term Credit support
(including Initial Term and Extended Term) to be provided or the provision of
which is to be procured by AVSA shall be modified and improved on the following
terms and conditions applicable to up to a maximum of twelve (12) A330 Aircraft
scheduled to be delivered to NWA from August 2003 to the end of 2005 (the “Twelve
Supported A330s”):


 


1.1       AVSA shall increase the
funding commitment level of the A330 Short Term Credit from a maximum of *** per
cent (*** %) to a maximum of *** per cent (*** %) of the Net Aircraft Flyaway
Price solely in respect of the Twelve Supported A330s.


 


1.2       The principal balance
of the A330 Short Term Credit in respect of the Twelve Supported A330s shall
amortize and be repaid by NWA quarterly in arrears in each case as follows:


 


a.               *** per cent (*** %) per quarter of the
drawn amount, during the first two years of such A330 Short Term Credit and ***
 per cent (*** %) per quarter of the
drawn amount, during the third year of such A330 Short Term Credit, for those
of the Twelve Supported A330s scheduled to be delivered in 2003;


 


b.              *** per cent (*** %) per quarter of the
drawn amount, during the first two years of such A330 Short Term Credit and ***
per cent (*** %) per quarter of the drawn amount, during the third year of such
A330 Short Term Credit, for those of the Twelve Supported A330s scheduled to be
delivered in 2004;


 





















 


c.               *** per cent (*** %) per quarter of the
drawn amount, during the first two years of such A330 Short Term Credit and ***
per cent (*** %) per quarter of the drawn amount, during the third year of such
A330 Short Term Credit, for those of the Twelve Supported A330s scheduled to be
delivered in 2005.


 


2. Extended Term Interest Rate:


 


The Interest Rate for the Extended Term for any A330 Aircraft selected
by NWA pursuant to the second paragraph of paragraph A.3.6 of the A330 FLA
shall not exceed LIBOR plus *** basis points per annum.


 


3. Other Terms and Conditions:


 


3.1       The terms and conditions of the modified
and improved financing support as set out in clause 1 above shall, subject to
the remainder of this clause 3.1, only apply to the Twelve Supported A330s
scheduled to be delivered to NWA in accordance with the terms of the
Restructuring Agreement in respect of the A330 Aircraft. If, pursuant to (i)
the exercise by NWA of any  deferral
right or (ii) any rescheduling agreement between AVSA and NWA  requested by NWA, the delivery of any A330
Aircraft (for the avoidance of doubt including the Twelve Supported A330s)
scheduled to be delivered between August 2003 and the end of  2005 in accordance with the terms of the
applicable Restructuring Agreement is rescheduled and not delivered before or
during the year 2005, the modified and improved financing support as set out in
clause 1 above shall not apply to such A330 Aircraft.


 


3.2       During the years 2003,
2004 and 2005, NWA shall use commercially reasonable efforts to obtain and use
financing which is more attractive to NWA than the financing support offered by
AVSA and/or any of its affiliates (including Airbus Financial Services and any
of its affiliates or subsidiaries).


 


3.3       Financing Exposure


 


For the purpose of calculating the Exposure from time to time, the
exposure under the AIFS Term Loan shall be the aggregate principal amount
actually outstanding thereunder


 


3.4       Save as amended as set
out above, the A330 FLA shall remain unaltered and in full force and effect.


 


B. Governing law and confidentiality


 


This Amendment shall be governed by and construed in accordance with
the New York law.


 


NWA acknowledges that this Amendment is considered by AVSA as
commercially sensitive and as constituting confidential information. NWA agrees
that the provisions of this Amendment and related documentation will not,
without the prior written consent of AVSA (except as set forth below), be
disclosed to any party other than legal counsel, credit rating agencies and
lead lenders on an as-needed basis and only after securing the written
commitment of those parties to maintain the confidentiality of this Amendment.
Should there be any breach of this provision as a result of any fault of NWA,


 





















 


AVSA may withdraw the modified and improved financing support as set
out in clauses 1 and 2 above.


 


Subject to any legal or governmental requirements of disclosure, and
except for disclosure to legal counsel, credit rating agencies and lead lenders
on an as-needed basis, the parties (which for this purpose shall include their
board of directors, employees, agents and advisers (including financial
advisers)) shall maintain the terms and conditions of this Amendment and
related documentation strictly confidential. Without limiting the generality of
the foregoing, NWA and AVSA will limit the disclosure of the contents of this
Amendment and related documentation, to the extent legally permissible, in any
filing required to be made with any governmental agency and shall make such
applications as shall be necessary to implement the foregoing. NWA and AVSA
shall consult with each other prior to the making of any public disclosure or
filing, otherwise permitted hereunder, of this Amendment or the terms and
conditions hereof or any related documentation. In the event that NWA receives
any other disclosure request from any government or any branch, agency or
instrumentality thereof or any government-related entity, which NWA believes
would be advisable to satisfy in whole or in part, NWA and AVSA will consult
and AVSA will not unreasonably withhold its consent to such disclosure.
Notwithstanding anything in this paragraph to the contrary, AVSA may deliver a
copy of this Amendment to the selected Propulsion Systems Manufacturer. The
provisions of this clause B shall survive any termination of this Amendment
and/or related documentation.


 





















 


If the
foregoing correctly sets forth our understanding, please execute the original
and one (1) copy hereof in the space provided below and return
a copy to AVSA.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  AVSA S.A.R.L.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Marie-Pierre Merle-Beral

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Marie-Pierre Merle-Beral

  
	
   

  	
   

  	
  Title: 

  	
  Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed:

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Gregory A. May

  	
   

  	
   

  
	
   

  	
  Name: 

  	
  Gregory A. May

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  Purchasing & Aircraft Acquisitions