BEEN PRESENTED (INCLUDING
THE REASONABLE FEES AND EXPENSES OF LEGAL COUNSEL), ON OR BEFORE THE CLOSING
DATE, AND ALL ACCRUED INTEREST AND FEES AND OTHER OBLIGATIONS OWING WHICH ARE
DUE AND PAYABLE UNDER THE EXISTING CREDIT AGREEMENT THROUGH THE CLOSING DATE.
(D)
CLOSING CERTIFICATES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED, WITH A
COUNTERPART FOR EACH LENDER, A CERTIFICATE OF EACH LOAN PARTY, DATED THE CLOSING
DATE, SUBSTANTIALLY IN THE FORM OF EXHIBIT A, WITH APPROPRIATE INSERTIONS AND
ATTACHMENTS.
(E)
LEGAL OPINIONS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE FOLLOWING
LEGAL OPINIONS:
(I)
THE LEGAL OPINION OF THADDEUS J.
MARCINIAK, ESQ., COUNSEL TO THE BORROWER AND THE GUARANTORS, SUBSTANTIALLY IN
THE FORM OF EXHIBIT C-1;
(II)
THE LEGAL OPINION OF SIMPSON THACHER &
BARTLETT LLP, COUNSEL TO THE ADMINISTRATIVE AGENT, SUBSTANTIALLY IN THE FORM OF
EXHIBIT C-2;
(III)
THE LEGAL OPINION OF DORSEY & WHITNEY,
SPECIAL COUNSEL TO THE BORROWER AND THE GUARANTORS, SUBSTANTIALLY IN THE FORM OF
EXHIBIT C-3; AND
(IV)
THE LEGAL OPINION OF DAUGHERTY, FOWLER,
PEREGRIN & HAUGHT,
SPECIAL AVIATION COUNSEL FOR THE ADMINISTRATIVE AGENT,
SUBSTANTIALLY IN THE FORM OF EXHIBIT C-4.
(F)
RATIFICATION OF AIR LINE PILOTS TENTATIVE AGREEMENT.
THE ADMINISTRATIVE
AGENT SHALL HAVE RECEIVED SATISFACTORY EVIDENCE THAT THE BORROWER'S PILOTS HAVE
RATIFIED THE TENTATIVE AGREEMENT BETWEEN THE BORROWER AND THE NORTHWEST
AIRLINES, INC. UNIT OF THE AIR LINE PILOTS ASSOCIATION INTERNATIONAL ANNOUNCED
ON OCTOBER 14, 2004.
(G)
FINANCIAL OUTLOOK.
THE LENDERS SHALL HAVE RECEIVED THE FINANCIAL OUTLOOK
WHICH SHALL BE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE JOINT LEAD
ARRANGERS AND THE REQUIRED LENDERS.
(H)
APPRAISAL OF POOL ASSETS.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
APPRAISALS WITH RESPECT TO THE POOL ASSETS AS OF A DATE NOT EARLIER THAN
OCTOBER 25, 2004.
AFTER GIVING EFFECT TO THE EXTENSIONS OF CREDIT ON THE
CLOSING DATE, SUCH APPRAISALS SHALL DEMONSTRATE COMPLIANCE WITH THE COVERAGE
TEST AS OF THE CLOSING DATE.
(I)
LIEN SEARCHES.
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED THE RESULTS OF
A RECENT LIEN SEARCH AS TO FINANCINGS STATEMENTS ON FILE WITH THE SECRETARY OF
STATE OF MINNESOTA, AND SUCH SEARCH SHALL REVEAL NO LIENS ON THE POOL ASSETS
EXCEPT FOR LIENS PERMITTED UNDER SECTION 7.3.
(J)
FILINGS, REGISTRATIONS AND RECORDINGS.
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED EACH DOCUMENT (INCLUDING ANY UNIFORM COMMERCIAL CODE FINANCING
STATEMENT) REQUIRED BY THE SECURITY DOCUMENTS OR REASONABLY REQUESTED BY THE
ADMINISTRATIVE AGENT TO BE FILED, REGISTERED OR RECORDED IN ORDER TO CREATE IN
FAVOR OF THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, A
32
PERFECTED LIEN ON THE COLLATERAL DESCRIBED THEREIN, PRIOR AND SUPERIOR IN RIGHT
TO ANY OTHER PERSON (OTHER THAN WITH RESPECT TO PERMITTED LIENS), WHICH SHALL BE
IN PROPER FORM FOR FILING, REGISTRATION OR RECORDATION.
(k)
Letters of Credit.
There shall be no letters of credit outstanding under
the Existing Credit Agreement.
(L)
REPRESENTATIONS AND WARRANTIES.
EACH OF THE REPRESENTATIONS AND WARRANTIES
MADE BY ANY LOAN PARTY IN OR PURSUANT TO THE LOAN DOCUMENTS SHALL BE TRUE AND
CORRECT IN ALL MATERIAL RESPECTS WITH