WITHOUT
LIMITING THE FOREGOING, EACH OF THE COLLATERALIZATION REQUIREMENTS IS SATISFIED,
AND THE CURRENT APPRAISED VALUE OF THE ELIGIBLE COLLATERAL (BASED ON THE
COLLATERAL REPORT DELIVERED FOR THE MONTH ENDING OCTOBER 31, 2008 WITH RESPECT
TO AIRCRAFT FUEL) IS NOT LESS THAN THE COLLATERAL COVERAGE THRESHOLD, IN EACH
CASE AS OF THE DATE HEREOF.
SECTION 7.
RELEASE.
THE BORROWER AND EACH GUARANTOR HEREBY ABSOLUTELY AND
UNCONDITIONALLY RELEASE AND FOREVER DISCHARGE THE AGENT AND EACH OF THE LENDERS,
AND ANY AND ALL AFFILIATES, INSURERS, SUCCESSORS AND ASSIGNS THEREOF, TOGETHER
WITH ALL OF THE PRESENT AND FORMER DIRECTORS, OFFICERS, AGENTS, EMPLOYEES AND
ATTORNEYS-IN-FACT OF ANY OF THE FOREGOING, FROM ANY AND ALL CLAIMS, DEMANDS OR
CAUSES OF ACTION OF ANY KIND, NATURE OR DESCRIPTION THAT THE BORROWER OR ANY
GUARANTOR HAS HAD, NOW HAS OR HAS MADE CLAIM TO HAVE AGAINST ANY SUCH PERSON FOR
OR BY REASON OF ANY ACT, OMISSION, MATTER, CAUSE OR THING WHATSOEVER ARISING ON
OR BEFORE THE DATE OF THIS AMENDMENT IN ANY WAY RELATING TO OR ARISING OUT OF
THE LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED UNDER THE LOAN DOCUMENTS,
WHETHER SUCH CLAIMS, DEMANDS AND CAUSES OF ACTION ARE MATURED OR UNMATURED OR
KNOWN OR UNKNOWN.
SECTION 8.
COSTS AND EXPENSES.
WITHOUT LIMITING THE GENERALITY OF SECTION 10.2
OF THE CREDIT AGREEMENT, THE BORROWER SHALL PAY OR REIMBURSE THE AGENT AND EACH
LENDER UPON DEMAND FOR ALL REASONABLE OUT-OF-POCKET EXPENSES PAID OR INCURRED BY
THE AGENT OR SUCH LENDER IN CONNECTION WITH THIS AMENDMENT AND THE SECURITY
AGREEMENT AMENDMENT.
SECTION 9.
CONSENT TO SECURITY AGREEMENT AMENDMENT AND RELATED FILINGS.
EACH
OF THE LENDERS HEREBY CONSENTS TO THE SECURITY AGREEMENT AMENDMENT AND TO THE
FILING OF AMENDMENTS TO FINANCING STATEMENTS REFLECTING AMENDMENTS EFFECTED
THEREBY.
SECTION 10.
MISCELLANEOUS.
EXCEPT AS AMENDED BY THIS AMENDMENT, ALL OF THE
TERMS AND CONDITIONS OF THE CREDIT AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT.
ALL REFERENCES IN THE CREDIT
6
AGREEMENT TO "THIS AGREEMENT" SHALL BE DEEMED TO REFER TO THE CREDIT AGREEMENT
AS AMENDED HEREBY. THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS,
ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT, AND
ANY OF THE PARTIES HERETO MAY EXECUTE THIS AMENDMENT BY SIGNING ANY SUCH
COUNTERPART.
THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS AMENDMENT
SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING
EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS
OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.
(Signature pages follow)
7
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
first written above.
NORTHWEST AIRLINES, INC.
NORTHWEST AIRLINES CORPORATION
By:
/s/ Terry Mackenthun
By:
/s/ Mona Warwar
Name:
Terry Mackenthun
Name:
Mona Warwar
Title:
CFO
Title:
Vice President - Corporate Tax
MCH, INC.
COMPASS AIRLINES, INC.
By:
/s/ Terry Mackenthun
By:
/s/ Terry Mackenthun
Name:
Terry Mackenthun
Name:
Terry Mackenthun
Title:
Vice President
Title:
Vice President
MESABA AVIATION, INC.
NWA FUEL SERVICES CORPORATION
By: