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                                                                 Exhibit 4(c)(2)

                                                                  EXECUTION COPY

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                           REVOLVING CREDIT AGREEMENT
                                    (1999-3B)

                          Dated as of December 9, 1999

                                     between

                       STATE STREET BANK AND TRUST COMPANY

                             as Subordination Agent,

                                   as Borrower

                                       and

                      MORGAN STANLEY CAPITAL SERVICES, INC.

                              as Liquidity Provider

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                                   Relating to

                  Northwest Airlines Pass Through Trust 1999-3B
              9.485% Northwest Airlines Pass Through Certificates,
                                 Series 1999-3B
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                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

ARTICLE I DEFINITIONS

      Section 1.01  Certain Defined Terms....................................1

ARTICLE II AMOUNT AND TERMS OF THE COMMITMENT

      Section 2.01  The Advances.............................................7
      Section 2.02  Making the Advances......................................7
      Section 2.03  Fees.....................................................9
      Section 2.04  Reduction or Termination of the Maximum Commitment.......9
      Section 2.05  Repayments of Interest Advances or the Final Advance....10
      Section 2.06  Repayments of Provider Advances.........................10
      Section 2.07  Payments to the Liquidity Provider Under the
                    Intercreditor Agreement ................................11
      Section 2.08  Book Entries............................................11
      Section 2.09  Payments from Available Funds Only......................11
      Section 2.10  Extension of the Expiry Date; Non-Extension Advance.....12

ARTICLE III OBLIGATIONS OF THE BORROWER

      Section 3.01  Increased Costs.........................................12
      Section 3.02  Capital Adequacy........................................13
      Section 3.03  Payments Free of Deductions.............................13
      Section 3.04  Payments................................................14
      Section 3.05  Computations............................................14
      Section 3.06  Payment on Non-Business Days............................14
      Section 3.07  Interest................................................15
      Section 3.08  Replacement of Borrower.................................16
      Section 3.09  Funding Loss Indemnification............................16
      Section 3.10  Illegality..............................................16

ARTICLE IV CONDITIONS PRECEDENT

      Section 4.01  Conditions Precedent to Effectiveness of Section 2.01...17
      Section 4.02  Conditions Precedent to Borrowing.......................18

ARTICLE V COVENANTS

      Section 5.01  Affirmative Covenants of the Borrower...................18
      Section 5.02  Negative Covenants of the Borrower......................19

ARTICLE VI LIQUIDITY EVENTS OF DEFAULT

      Section 6.01  Liquidity Events of Default.............................19
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ARTICLE VII MISCELLANEOUS

      Section 7.01  Amendments, Etc.........................................20
      Section 7.02  Notices, Etc............................................20
      Section 7.03  No Waiver; Remedies.....................................21
      Section 7.04  Further Assurances......................................21
      Section 7.05  Indemnification; Survival of Certain Provisions.........21
      Section 7.06  Liability of the Liquidity Provider.....................21
      Section 7.07  Costs, Expenses and Taxes...............................22
      Section 7.08  Binding Effect; Participations..........................22
      Section 7.09  Severability............................................23
      Section 7.10  GOVERNING LAW...........................................24
      Section 7.11  Submission to Jurisdiction; Waiver of Jury Trial;
                    Waiver of Immunity .....................................24
      Section 7.12  Execution in Counterparts...............................24
      Section 7.13  Entirety................................................25
      Section 7.14  Headings................................................25
      Section 7.15  LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES........25


                                      -ii-
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ANNEXES

ANNEX I   Interest Advance Notice of Borrowing
ANNEX II  Non-Extension Advance Notice of Borrowing
ANNEX III Downgrade Advance Notice of Borrowing
ANNEX IV  Final Advance Notice of Borrowing
ANNEX V   Notice of Termination
ANNEX VI  Notice of Replacement Subordination Agent

EXHIBITS

EXHIBIT I Form of Guarantee Agreement


                                     -iii-
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                           REVOLVING CREDIT AGREEMENT

            This REVOLVING CREDIT AGREEMENT dated as of December 9, 1999,
between STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, not
in its individual capacity but solely as Subordination Agent under the
Intercreditor Agreement (each as defined below), (the "Borrower"), and MORGAN
STANLEY CAPITAL SERVICES, INC., a Delaware corporation (the "Liquidity
Provider").

                              W I T N E S S E T H:

            WHEREAS, pursuant to the Class B Trust Agreement (such term and all
other capitalized terms used in these recitals having the meanings set forth or
referred to in Section 1.01), the Class B Trust is issuing the Class B
Certificates; and

            WHEREAS, the Borrower, in order to support the timely payment of a
portion of the interest on the Class B Certificates in accordance with their
terms, has requested the Liquidity Provider to enter into this Agreement,
providing in part for the Borrower to request in specified circumstances that
Advances be made hereunder.

            WHEREAS, the Liquidity Provider has requested Morgan Stanley Dean
Witter & Co. (the "Guarantor") to enter into a Guarantee Agreement, providing
for the full and unconditional guarantee of the Liquidity Provider's obligations
under this Agreement (the "Guarantee Agreement").

            NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Certain Defined Terms. (a) Definitions. As used in this
Agreement and unless otherwise expressly indicated, or unless the context
clearly requires otherwise, the following capitalized terms shall have the
following respective meanings for all purposes of this Agreement:

            "Advance" means an Interest Advance, a Final Advance, a Provider
      Advance, an Applied Provider Advance or an Unpaid Advance, as the case may
      be.

            "Applicable Liquidity Rate" has the meaning assigned to such term in
      Section 3.07(g).

            "Applicable Margin" means with respect to any Unpaid Advance or
      Applied Provider Advance, 2.0% and with respect to any Unapplied Provider
      Advance, .35%.

            "Applied Downgrade Advance" has the meaning assigned to such term in
      Section 2.06(a).

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            "Applied Non-Extension Advance" has the meaning assigned to such
      term in Section 2.06(a).

            "Applied Provider Advance" has the meaning assigned to such term in
      Section 2.06(a).

            "Base Rate"means a fluctuating interest rate per annum in effect
      from time to time, which rate per annum is at all times equal to (a) the
      weighted average of the rates on overnight Federal funds transactions with
      members of the Federal Reserve System arranged by Federal funds brokers,
      as published for such day (or, if such day is not a Business Day, for the
      next preceding Business Day) by the Federal Reserve Bank of New York, or
      if such rate is not so published for any day that is a Business Day, the
      average of the quotations for such day for such transactions received by
      the Liquidity Provider from three Federal funds brokers of recognized
      standing selected by the Liquidity Provider, plus (b) one quarter of one
      percent (0.25%) per annum.

            "Base Rate Advance" means an Advance that bears interest at a rate
      based upon the Base Rate.

            "Borrower" has the meaning assigned to such term in the recital of
      parties to this Agreement.

            "Borrowing" means the making of Advances requested by delivery of a
      Notice of Borrowing.

            "Business Day" means any day other than a Saturday or Sunday or a
      day on which commercial banks are required or authorized to close in New
      York, New York, Minneapolis, Minnesota, Chicago, Illinois, Boston,
      Massachusetts and Salt Lake City, Utah, or, so long as any Class B
      Certificate is outstanding, the city and state in which the Class B
      Trustee, the Borrower or any Loan Trustee maintains its Corporate Trust
      Office or receives or disburses funds, and, if the applicable Business Day
      relates to any Advance or other amount bearing interest based on the LIBOR
      Rate, on which dealings are carried on in the London interbank market.

            "Delivery Period" means the period from the date hereof through July
      31, 2000.

            "Deposit Agreement" means the Deposit Agreement, dated December __,
      1999, between First Security Bank, National Association, as Escrow Agent
      and ABN AMRO Bank N.V., acting through a United States branch, as
      Depositary, pertaining to the Class B Certificates, as the same may be
      amended, modified or supplemented from time to time in accordance with the
      terms thereof.

            "Depositary" has the meaning assigned to such term in the Deposit
      Agreement.

            "Deposits" has the meaning assigned to such terms in the Deposit
      Agreement.

            "Downgrade Advance" means an Advance made pursuant to Section
      2.02(c).

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                                                                               3


            "Effective Date" has the meaning specified in Section 4.01. The
      delivery of the certificate of the Liquidity Provider contemplated by
      Section 4.01(e) shall be conclusive evidence that the Effective Date has
      occurred.

            "Excluded Taxes" means (i) Taxes imposed on the overall net income
      of the Liquidity Provider and (ii) Excluded Withholding Taxes.

            "Excluded Withholding Taxes" means (i) withholding Taxes imposed by
      the United States except to the extent that such United States withholding
      Taxes are imposed as a result of any change in applicable law (excluding
      from "change in applicable law" for this purpose, a change in an
      applicable treaty or other change in law affecting the applicability of a
      treaty) after the date hereof, or in the case of a successor Liquidity
      Provider (including a transferee of an Advance) or Lending Office, after
      the date on which such successor Liquidity Provider obtains its interest
      or on which the Lending Office is changed, and (ii) any withholding Taxes
      imposed by the United States which are imposed or increased as a result of
      the Liquidity Provider failing to deliver to the Borrower any certificate
      or document (which certificate or document in the good faith judgment of
      the Liquidity Provider it is legally entitled to provide) which is
      reasonably requested by the Borrower to establish that payments under this
      Agreement are exempt from (or entitled to a reduced rate of) withholding
      Tax.

            "Expenses" means liabilities, obligations, damages, settlements,
      penalties, claims, actions, suits, costs, expenses, and disbursements
      (including, without limitation, reasonable fees and disbursements of legal
      counsel and costs of investigation), provided that Expenses shall not
      include any Taxes.

            "Expiry Date" means December 7, 2000, initially, or any date to
      which the Expiry Date is extended pursuant to Section 2.10.

            "Fee Letter" means the Fee Letter dated as of the date hereof among
      the Liquidity Provider, the Borrower and Northwest with respect to the
      Liquidity Facilities.

            "Final Advance" means an Advance made pursuant to Section 2.02(d).

            "Guarantee Agreement" has the meaning assigned to such term in the
      preliminary statements of this Agreement.

            "Guarantee Event" has the meaning specified in Section 2.02(c).

            "Guarantor" has the meaning assigned to such term in the preliminary
      statements of this Agreement.

            "Intercreditor Agreement" means the Intercreditor Agreement dated
      the date hereof, among the Trustees, the Liquidity Provider, the liquidity
      provider under each Liquidity Facility (other than this Agreement), the
      Policy Provider and the Subordination Agent, as the same may be amended,
      supplemented or otherwise modified from time to time in accordance with
      its terms.

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                                                                               4


            "Interest Advance" means an Advance made pursuant to Section
      2.02(a).

            "Interest Period" means, with respect to any LIBOR Advance, each of
      the following periods:

            (i)   the period beginning either (x) on the date such LIBOR Advance
                  is made (or is converted from a Base Rate Advance) or (y) the
                  date of the withdrawal of funds from the Class B Cash
                  Collateral Account for the purpose of paying interest on the
                  Class B Certificates as contemplated by Section 2.06(a) hereof
                  and, in each case, ending on the next Regular Distribution
                  Date; and

            (ii)  each subsequent period commencing on the last day of the
                  immediately preceding Interest Period and ending on the next
                  Regular Distribution Date;

      provided, however, that (I) if an Unapplied Provider Advance which is a
      LIBOR Advance becomes an Applied Provider Advance, the Interest Period
      then applicable to such Unapplied Provider Advance shall be applicable to
      such Applied Provider Advance and (II) if (x) the Final Advance shall have
      been made, or (y) other outstanding Advances shall have been converted
      into the Final Advance, then the Interest Periods shall be successive
      periods of one month beginning on the third Business Day following the
      Liquidity Provider's receipt of the Notice of Borrowing for such Final
      Advance (in the case of clause (x) above) or the last day of the Interest
      Period then applicable to such outstanding Advances (in the case of clause
      (y) above).

            "Lending Office" means the lending office of the Liquidity Provider
      presently located in New York, New York, or such other lending office as
      the Liquidity Provider from time to time shall notify the Borrower as its
      lending office hereunder.

            "LIBOR Advance" means an Advance bearing interest at a rate based
      upon the LIBOR Rate.

            "LIBOR Rate" means, with respect to any Interest Period, (i) the
      rate per annum appearing on display page 3750 (British Bankers
      Association--LIBOR) of the Dow Jones Markets Service (or any successor or
      substitute therefor) at approximately 11:00 A.M. (London time) two
      Business Days before the first day of such Interest Period, as the rate
      for dollar deposits with a maturity comparable to such Interest Period, or
      (ii) if the rate calculated pursuant to clause (i) above is not available,
      the average (rounded upwards, if necessary, to the next 1/16 of 1%) of the
      rates per annum at which deposits in dollars are offered for the relevant
      Interest Period by three banks of recognized standing selected by the
      Liquidity Provider in the London interbank market at approximately 11:00
      A.M. (London time) two business days before the first day of such Interest
      Period in an amount approximately equal to the principal amount of the
      LIBOR Advance to which such Interest Period is to apply and for a period
      comparable to such Interest Period.

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                                                                               5


            "Liquidity Event of Default" means the occurrence of the following:
      (i) all of the Equipment Notes shall have been either declared to be
      immediately due and payable or shall not have been paid at their final
      maturity; provided that, if an acceleration of the Equipment Notes occurs
      during the Delivery Period, a Liquidity Event of Default shall occur only
      if the aggregate principal amount of the Equipment Notes exceeds $110
      million, or (ii) a Northwest Bankruptcy Event.

            "Liquidity Indemnitee" means (i) the Liquidity Provider, (ii) the
      Guarantor, (iii) the directors, officers, employees and agents of the
      Liquidity Provider and the Guarantor, and (iv) the successors and
      permitted assigns of the persons described in clauses (i) and (iii),
      inclusive.

            "Liquidity Provider" has the meaning assigned to such term in the
      recital of parties to this Agreement.

            "Maximum Available Commitment" shall mean, subject to the proviso
      contained in the third sentence of Section 2.02(a), at any time of
      determination, (a) the Maximum Commitment at such time less (b) the
      aggregate amount of each Interest Advance outstanding at such time;
      provided that following a Provider Advance or a Final Advance, the Maximum
      Available Commitment shall be zero.

            "Maximum Commitment" means (i) in the case of any day occurring
      before the first Regular Distribution Date, $8,250,215 and (ii) in the
      case of any day occurring on or after the first Regular Distribution Date,
      the Required Amount on such day.

            "Non-Excluded Tax" has the meaning specified in Section 3.03(a).

            "Non-Extension Advance" means an Advance made pursuant to Section
      2.02(b).

            "Notice of Borrowing" has the meaning specified in Section 2.02(e).

            "Notice of Replacement Subordination Agent" has the meaning
      specified in Section 3.08.

            "Performing Note Deficiency" means any time that less than 65% of
      the then aggregate outstanding principal amount of all Equipment Notes are
      Performing Equipment Notes.

            "Prospectus Supplement" means the Prospectus Supplement dated
      December 2, 1999, relating to the Class G Certificates, the Class B
      Certificates and the Class C Certificates, as such Prospectus Supplement
      may be amended or supplemented.

            "Provider Advance" means a Downgrade Advance or a Non-Extension
      Advance.

            "Replenishment Amount" has the meaning assigned to such term in
      Section 2.06(b).

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                                                                               6


            "Required Amount" means, for any day, the sum of the aggregate
      amount of interest, calculated at the rate per annum equal to the Stated
      Interest Rate for the Class B Certificates, that would be payable on the
      Class B Certificates on each of the three successive semiannual Regular
      Distribution Dates immediately following such day or, if such day is a
      Regular Distribution Date, on such day and the succeeding two semiannual
      Regular Distribution Dates, in each case calculated on the basis of the
      Pool Balance of the Class B Certificates on such day and without regard to
      expected future payments of principal on the Class B Certificates.

            "Termination Date" means the earliest to occur of the following: (i)
      the Expiry Date; (ii) the date on which the Borrower delivers to the
      Liquidity Provider a certificate, signed by a Responsible Officer of the
      Borrower, certifying that all of the Class B Certificates have been paid
      in full (or provision has been made for such payment in accordance with
      the Intercreditor Agreement and the Trust Agreements) or are otherwise no
      longer entitled to the benefits of this Agreement; (iii) the date on which
      the Borrower delivers to the Liquidity Provider a certificate, signed by a
      Responsible Officer of the Borrower, certifying that a Replacement
      Liquidity Facility has been substituted for this Agreement in full
      pursuant to Section 3.6(e) of the Intercreditor Agreement; (iv) the fifth
      Business Day following the receipt by the Borrower of a Termination Notice
      from the Liquidity Provider pursuant to Section 6.01 hereof; and (v) the
      date on which no Advance is or may (including by reason of reinstatement
      as herein provided) become available for a Borrowing hereunder.

            "Termination Notice" means the Notice of Termination substantially
      in the form of Annex V to this Agreement.

            "Transferee" has the meaning assigned to such term in Section
      7.08(b).

            "Unapplied Downgrade Advance" means any Downgrade Advance other than
      an Applied Downgrade Advance.

            "Unapplied Provider Advance" means any Provider Advance other than
      an Applied Provider Advance.

            "Unpaid Advance" has the meaning assigned to such term in Section
      2.05.

            (b) Terms Defined in the Intercreditor Agreement. For all purposes
of this Agreement, the following terms shall have the respective meanings
assigned to such terms in the Intercreditor Agreement:

      "Acceleration", "Certificates", "Class B Certificates", "Class C
      Certificates", "Class G Cash Collateral Account", "Class G Certificates",
      "Class G Certificateholders", "Class G Trust", "Class G Trust Agreement",
      "Class G Trustee","Closing Date", "Controlling Party", "Corporate Trust
      Office", "Delivery Period Expiry Date", "Distribution Date", "Downgraded
      Facility", "Equipment Notes", "Final Legal Distribution Date", "Financing
      Agreement", "Indenture", "Interest Payment Date", "Investment Earnings",
      "Liquidity Facility", "Liquidity Obligations", "Loan Trustee", "Moody's",
      "Non-Extended Facility",

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                                                                               7


      "Northwest", "Northwest Bankruptcy Event", "Note Purchase Agreement",
      "Operative Agreements", "Performing Equipment Note", "Person", "Policy",
      "Policy Provider", "Policy Provider Election", "Pool Balance", "Rating
      Agency", "Ratings Confirmation", "Regular Distribution Date", "Replacement
      Liquidity Facility", "Responsible Officer", "Scheduled Payment", "Special
      Payment", "Standard & Poor's", "Stated Interest Rate", "Subordination
      Agent", "Taxes", "Threshold Rating", "Trust Agreements", "Trustee",
      "Underwriters", "Underwriting Agreement" and "Written Notice".

                                   ARTICLE II

                       AMOUNT AND TERMS OF THE COMMITMENT

            Section 2.01 The Advances. The Liquidity Provider hereby irrevocably
agrees, on the terms and conditions hereinafter set forth, to make Advances to
the Borrower from time to time on any Business Day during the period from the
Effective Date until 12:00 Noon (New York City time) on the Expiry Date (unless
the obligations of the Liquidity Provider shall be earlier terminated in
accordance with the terms of Section 2.04(b)) in an aggregate amount at any time
outstanding not to exceed the Maximum Commitment.

            Section 2.02 Making the Advances. (a) Interest Advances shall be
made in one or more Borrowings by delivery to the Liquidity Provider of one or
more written and completed Notices of Borrowing in substantially the form of
Annex I attached hereto, signed by a Responsible Officer of the Borrower, in an
amount not exceeding the Maximum Available Commitment at such time and shall be
used solely for the payment when due of interest on the Class B Certificates at
the Stated Interest Rate therefor in accordance with Section 3.6(a) of the
Intercreditor Agreement. Each Interest Advance made hereunder shall
automatically reduce the Maximum Available Commitment and the amount available
to be borrowed hereunder by subsequent Advances by the amount of such Interest
Advance (subject to reinstatement as provided in the next sentence). Upon
repayment to the Liquidity Provider in full of the amount of any Interest
Advance made pursuant to this Section 2.02(a), together with accrued interest
thereon (as provided herein), the Maximum Available Commitment shall be
reinstated by the amount of such repaid Interest Advance, but not to exceed the
Maximum Commitment; provided, however, that the Maximum Available Commitment
shall not be so reinstated at any time if (i) a Liquidity Event of Default shall
have occurred and be continuing and (ii) there is a Performing Note Deficiency.

            (b) A Non-Extension Advance shall be made in a single Borrowing if
this Agreement is not extended in accordance with Section 3.6(d) of the
Intercreditor Agreement (unless a Replacement Liquidity Facility to replace this
Agreement shall have been delivered to the Borrower as contemplated by said
Section 3.6(d) within the time period specified in such Section) by delivery to
the Liquidity Provider of a written and completed Notice of Borrowing in
substantially the form of Annex II attached hereto, signed by a Responsible
Officer of the Borrower, in an amount equal to the Maximum Available Commitment
at such time, and shall be used to fund the Class B Cash Collateral Account in
accordance with said Section 3.6(d) and Section 3.6(f) of the Intercreditor
Agreement.

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                                                                               8


            (c) A Downgrade Advance shall be made in a single Borrowing, (i)
upon a downgrading of either the Liquidity provider's or the Guarantor's
short-term unsecured debt rating issued by either Rating Agency below the
applicable Threshold Rating or (ii) if the Guarantee Agreement ceases to be in
full force and effect or becomes invalid or unenforceable or the Guarantor
denies its liability thereunder (any such occurrence, a "Guarantee Event"), in
each case as provided for in Section 3.6(c) of the Intercreditor Agreement
unless a Replacement Liquidity Facility to replace this Agreement shall have
been previously delivered to the Borrower in accordance with said Section
3.6(c), by delivery to the Liquidity Provider of a written and completed Notice
of Borrowing in substantially the form of Annex III attached hereto, signed by a
Responsible Officer of the Borrower, in an amount equal to the Maximum Available
Commitment at the time of such borrowing, and shall be used to fund the Class B
Cash Collateral Account in accordance with said Section 3.6(c) and Section
3.6(f) of the Intercreditor Agreement.

            (d) A Final Advance shall be made in a single Borrowing upon the
receipt by the Borrower of a Termination Notice from the Liquidity Provider
pursuant to Section 6.01 hereof by delivery to the Liquidity Provider of a
written and completed Notice of Borrowing in substantially the form of Annex IV
attached hereto, signed by a Responsible Officer of the Borrower, in an amount
equal to the Maximum Available Commitment at such time, and shall be used to
fund the Class B Cash Collateral Account in accordance with Section 3.6(i) and
Section 3.6(f) of the Intercreditor Agreement.

            (e) Each Borrowing shall be made on notice in writing (a "Notice of
Borrowing") in substantially the form required by Section 2.02(a), 2.02(b),
2.02(c) or 2.02(d), as the case may be, given by the Borrower to the Liquidity
Provider. If a Notice of Borrowing is delivered by the Borrower in respect of
any Borrowing no later than 10:00 a.m. (New York City time) on a Business Day,
upon satisfaction of the conditions precedent set forth in Section 4.02 with
respect to a requested Borrowing, the Liquidity Provider shall make available to
the Borrower, in accordance with its payment instructions, the amount of such
Borrowing in U.S. dollars and immediately available funds, before 12:00 Noon
(New York City time) on such Business Day or on such later Business Day
specified in such Notice of Borrowing. If a Notice of Borrowing is delivered by
the Borrower in respect of any Borrowing after 10:00 a.m. (New York City time)
on a Business Day, upon satisfaction of the conditions precedent set forth in
Section 4.02 with respect to a requested Borrowing, the Liquidity Provider shall
make available to the Borrower, in accordance with its payment instructions, the
amount of such Borrowing in U.S. dollars and immediately available funds, before
12:00 Noon (New York City time) on the first Business Day next following the day
of receipt of such Notice of Borrowing or on such later Business Day specified
by the Borrower in such Notice of Borrowing. Payments of proceeds of a Borrowing
shall be made by wire transfer of immediately available funds to the Borrower in
accordance with such wire transfer instructions as the Borrower shall furnish
from time to time to the Liquidity Provider for such purpose. Each Notice of
Borrowing shall be irrevocable and binding on the Borrower.

            (f) Upon the making of any Advance requested pursuant to a Notice of
Borrowing, in accordance with the Borrower's payment instructions, the Liquidity
Provider shall be fully discharged of its obligation hereunder with respect to
such Notice of Borrowing, and the Liquidity Provider shall not thereafter be
obligated to make any further Advances hereunder in

<PAGE>
                                                                               9


respect of such Notice of Borrowing to the Borrower or to any other Person. If
the Liquidity Provider makes an Advance requested pursuant to a Notice of
Borrowing before 12:00 Noon (New York City time) on the second Business Day
after the date of payment specified in said Section 2.02(e), the Liquidity
Provider shall have fully discharged its obligations hereunder with respect to
such Advance and an event of default shall not have occurred hereunder.
Following the making of any Advance pursuant to Section 2.02(b), (c) or (d)
hereof to fund the Class B Cash Collateral Account, the Liquidity Provider shall
have no interest in or rights to the Class B Cash Collateral Account, such
Advance or any other amounts from time to time on deposit in the Class B Cash
Collateral Account; provided that the foregoing shall not affect or impair the
obligations of the Subordination Agent to make the distributions contemplated by
Section 3.6(e) or (f) of the Intercreditor Agreement. By paying to the Borrower
proceeds of Advances requested by the Borrower in accordance with the provisions
of this Agreement, the Liquidity Provider makes no representation as to, and
assumes no responsibility for, the correctness or sufficiency for any purpose of
the amount of the Advances so made and requested.

            Section 2.03 Fees. The Borrower agrees to pay to the Liquidity
Provider the fees set forth in the Fee Letter.

            Section 2.04 Reduction or Termination of the Maximum Commitment.

            (a) Automatic Reduction. Promptly following each date on which the
Required Amount is reduced as a result of a reduction in the Pool Balance of the
Class B Certificates or otherwise, the Maximum Commitment shall automatically be
reduced to an amount equal to such reduced Required Amount (as calculated by the
Borrower). The Borrower shall give notice of any such automatic reduction of the
Maximum Commitment to the Liquidity Provider within two Business Days thereof.
The failure by the Borrower to furnish any such notice shall not affect such
automatic reduction of the Maximum Commitment.

            (b) Termination. Upon the making of any Provider Advance or Final
Advance hereunder or the occurrence of the Termination Date, the obligation of
the Liquidity Provider to make further Advances hereunder shall automatically
and irrevocably terminate, and the Borrower shall not be entitled to request any
further Borrowing hereunder.

            Section 2.05 Repayments of Interest Advances or the Final Advance.
Subject to Sections 2.06, 2.07 and 2.09 hereof, the Borrower hereby agrees,
without notice of an Advance or demand for repayment from the Liquidity Provider
(which notice and demand are hereby waived by the Borrower), to pay, or to cause
to be paid, to the Liquidity Provider on each date on which the Liquidity
Provider shall make an Interest Advance or the Final Advance, an amount equal to
(a) the amount of such Advance (any such Advance, until repaid, is referred to
herein as an "Unpaid Advance"), plus (b) interest on the amount of each such
Unpaid Advance as provided in Section 3.07 hereof; provided that if (i) the
Liquidity Provider shall make a Provider Advance at any time after making one or
more Interest Advances which shall not have been repaid in accordance with this
Section 2.05 or (ii) this Liquidity Facility shall become a Downgraded Facility
or Non-Extended Facility at any time when unreimbursed Interest Advances have
reduced the Maximum Available Commitment to zero, then such Interest Advances
shall cease to constitute Unpaid Advances and shall be deemed to have been
changed into an Applied Downgrade Advance or an Applied Non-Extension Advance,
as the case may be, for all purposes

<PAGE>
                                                                              10


of this Agreement (including, without limitation, for the purpose of determining
when such Interest Advance is required to be repaid to the Liquidity Provider in
accordance with Section 2.06 and for the purposes of Section 2.06(b)). The
Borrower and the Liquidity Provider agree that the repayment in full of each
Interest Advance and Final Advance on the date such Advance is made is intended
to be a contemporaneous exchange for new value given to the Borrower by the
Liquidity Provider.

            Section 2.06 Repayments of Provider Advances. (a) Amounts advanced
hereunder in respect of a Provider Advance shall be deposited in the Class B
Cash Collateral Account, invested and withdrawn from the Class B Cash Collateral
Account as set forth in Sections 3.6(c), (d) and (f) of the Intercreditor
Agreement. The Borrower agrees to pay to the Liquidity Provider, on each Regular
Distribution Date, commencing on the first Regular Distribution Date after the
making of a Provider Advance, interest on the principal amount of any such
Provider Advance as provided in Section 3.07; provided, however, that amounts in
respect of a Provider Advance withdrawn from the Class B Cash Collateral Account
for the purpose of paying interest on the Class B Certificates in accordance
with Section 3.6(f) of the Intercreditor Agreement (the amount of any such
withdrawal being (y) in the case of a Downgrade Advance, an "Applied Downgrade
Advance" and (z) in the case of a Non-Extension Advance, an "Applied
Non-Extension Advance" and, together with an Applied Downgrade Advance, an
"Applied Provider Advance") shall thereafter (subject to Section 2.06(b)) be
treated as an Interest Advance under this Agreement for purposes of determining
the Applicable Liquidity Rate for interest payable thereon; provided further,
however, that if, following the making of a Provider Advance, the Liquidity
Provider delivers a Termination Notice to the Borrower pursuant to Section 6.01
hereof, such Provider Advance shall thereafter be treated as a Final Advance
under this Agreement for purposes of determining the Applicable Liquidity Rate
for interest payable thereon. Subject to Sections 2.07 and 2.09 hereof,
immediately upon the withdrawal of any amounts from the Class B Cash Collateral
Account on account of a reduction in the Required Amount, the Borrower shall
repay to the Liquidity Provider a portion of the Provider Advances in a
principal amount equal to such reduction, plus interest on the principal amount
prepaid as provided in Section 3.07 hereof.

            (b) At any time when an Applied Provider Advance (or any portion
thereof) is outstanding, upon the deposit in the Class B Cash Collateral Account
of any amount pursuant to clause "third" of Section 2.4(b) of the Intercreditor
Agreement, clause "third" of Section 3.2 of the Intercreditor Agreement or
clause "fourth" of Section 3.3 of the Intercreditor Agreement (any such amount
being a "Replenishment Amount") for the purpose of replenishing or increasing
the balance thereof up to the Required Amount at such time, (i) the aggregate
outstanding principal amount of all Applied Provider Advances (and of Provider
Advances treated as an Interest Advance for purposes of determining the
Applicable Liquidity Rate for interest payable thereon) shall be automatically
reduced by the amount of such Replenishment Amount and (ii) the aggregate
outstanding principal amount of all Unapplied Provider Advances shall be
automatically increased by the amount of such Replenishment Amount.

            (c) Upon the provision of a Replacement Liquidity Facility in
replacement of this Agreement in accordance with Section 3.6(e) of the
Intercreditor Agreement, amounts remaining on deposit in the Class B Cash
Collateral Account after giving effect to any Applied Provider Advance on the
date of such replacement shall be reimbursed to the Liquidity Provider,

<PAGE>
                                                                              11


but only to the extent such amounts are necessary to repay in full to the
Liquidity Provider all amounts owing to it hereunder.

            Section 2.07 Payments to the Liquidity Provider Under the
Intercreditor Agreement. In order to provide for payment or repayment to the
Liquidity Provider of any amounts hereunder, the Intercreditor Agreement
provides that amounts available and referred to in Articles II and III of the
Intercreditor Agreement, to the extent payable to the Liquidity Provider
pursuant to the terms of the Intercreditor Agreement (including, without
limitation, Section 3.6(f) of the Intercreditor Agreement), shall be paid to the
Liquidity Provider in accordance with the terms thereof. Amounts so paid to the
Liquidity Provider shall be applied by the Liquidity Provider to Liquidity
Obligations then due and payable in accordance with the Intercreditor Agreement
or, if not provided for in the Intercreditor Agreement, then in such manner as
the Liquidity Provider shall deem appropriate.

            Section 2.08 Book Entries. The Liquidity Provider shall maintain in
accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower resulting from Advances made from time to time and
the amounts of principal and interest payable hereunder and paid from time to
time in respect thereof; provided, however, that the failure by the Liquidity
Provider to maintain such account or accounts shall not affect the obligations
of the Borrower in respect of Advances.

            Section 2.09 Payments from Available Funds Only. All payments to be
made by the Borrower under this Agreement shall be made only from the amounts
that constitute Scheduled Payments, Special Payments or payments under Section
7(c) of the Participation Agreements and Section 7 of the Note Purchase
Agreement and only to the extent that the Borrower shall have sufficient income
or proceeds therefrom to enable the Borrower to make payments in accordance with
the terms hereof after giving effect to the priority of payments provisions set
forth in the Intercreditor Agreement. The Liquidity Provider agrees that it will
look solely to such amounts to the extent available for distribution to it as
provided in the Intercreditor Agreement and this Agreement and that the
Borrower, in its individual capacity, is not personally liable to it for any
amounts payable or liability under this Agreement except as expressly provided
in this Agreement, the Intercreditor Agreement or any Participation Agreement.
Amounts on deposit in the Class B Cash Collateral Account shall be available to
the Borrower to make payments under this Agreement only to the extent and for
the purposes expressly contemplated in Section 3.6(f) of the Intercreditor
Agreement.

            Section 2.10 Extension of the Expiry Date; Non-Extension Advance.
The Expiry Date shall be automatically extended, effective on the 25th day prior
to each Expiry Date (unless such Expiry Date is on or after the date that is 15
days after the Final Legal Distribution Date for the Class B Certificates), for
a period of 364 days after such Expiry Date (unless the obligations of the
Liquidity Provider are earlier terminated in accordance with the terms hereof),
without the necessity of any act on the part of the Borrower or the Liquidity
Provider, unless the Liquidity Provider shall advise the Borrower prior to such
25th day that it does not agree to such extension of such Expiry Date, in which
event (and if the Liquidity Provider shall not have been replaced in accordance
with Section 3.6(e) of the Intercreditor Agreement), the Borrower shall be
entitled on and after such 25th day (but prior to the then effective Expiry
Date) to request a Non-Extension

<PAGE>
                                                                              12


Advance in accordance with Section 2.02(b) hereof and Section 3.6(d) of the
Intercreditor Agreement.

                                   ARTICLE III

                           OBLIGATIONS OF THE BORROWER

            Section 3.01 Increased Costs. If the Liquidity Provider shall
determine that (a) any change after the date hereof in any law, regulation, rule
or directive or in the interpretation thereof by any court or administrative or
governmental authority charged with the administration thereof or in the
compliance by the Liquidity Provider (or its head office) with any applicable
direction, request or requirement (whether or not having the force of law) of
any central bank or competent governmental or other authority shall either (i)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets held by, or deposits in or for the account of, or
loans made by, the Liquidity Provider, or (ii) impose on the Liquidity Provider
any other condition regarding this Agreement or any Advance, or (iii) subject
the Liquidity Provider to any Taxes with respect to amounts payable or paid or
change the basis of taxation of any amounts payable to the Liquidity Provider
(other than Excluded Taxes) and (b) the result of any event referred to in the
preceding clauses (i), (ii) or (iii) shall be to increase the cost to the
Liquidity Provider of issuing or maintaining its commitment or funding or
maintaining Advances (which increase in cost shall be determined by the
Liquidity Provider's reasonable allocations of the aggregate of such cost
increases resulting from such event), then, upon demand by the Liquidity
Provider (such demand to be made not later than 180 days after a Responsible
Officer of the Liquidity Provider obtains actual knowledge of any event referred
to in clause (i), (ii) or (iii) above), the Borrower shall pay, or cause to be
paid, to the Liquidity Provider, from time to time as specified by the Liquidity
Provider, additional amounts which shall be sufficient to compensate the
Liquidity Provider for such increased cost; provided that if such demand for
payment is made after such 180-day period, the Borrower shall be obligated to
pay such additional amounts only with respect to such increased cost actually
incurred or effected on or after the 180th day prior to the date of such demand.
A certificate as to such increased cost incurred by the Liquidity Provider as a
result of any event mentioned in clauses (i), (ii) or (iii) above, prepared in
reasonable detail and submitted by the Liquidity Provider to the Borrower, shall
be conclusive evidence of the amount owed under this Section, absent manifest
error.

            The Liquidity Provider agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 3.01 that
may thereafter accrue and would not, in the reasonable judgment of the Liquidity
Provider, be otherwise disadvantageous to the Liquidity Provider.

            Section 3.02 Capital Adequacy. If the Liquidity Provider shall
determine that the adoption of any applicable law, rule or regulation regarding
capital adequacy, or any change therein, or any change in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by the Liquidity Provider (or its head office) with any request or directive
regarding capital adequacy (whether or not having the force of law) of any such
authority, central bank or comparable agency, in each case after the date
hereof, has the effect of reducing the rate

<PAGE>
                                                                              13


of return on the Liquidity Provider's capital as a consequence of issuing or
maintaining its commitment hereunder or its funding or maintaining Advances to a
level below that which the Liquidity Provider could have achieved but for such
adoption, change or compliance (taking into consideration the Liquidity
Provider's policies with respect to capital adequacy) by an amount deemed by the
Liquidity Provider to be material, then, upon demand by the Liquidity Provider,
the Borrower shall pay to the Liquidity Provider, from time to time as specified
by the Liquidity Provider, additional amounts which shall be sufficient to
compensate the Liquidity Provider for such reduction in respect of issuing or
maintaining its commitment hereunder or its funding or maintaining Advances. A
certificate as to any such additional amount describing the event which has the
effect of reducing the rate of return on the Liquidity Provider's capital,
prepared in reasonable detail and submitted by the Liquidity Provider to the
Borrower, shall be conclusive evidence of the amount owed under this Section,
absent manifest error.

            The Liquidity Provider agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Lending Office if making such change would avoid the need
for, or reduce the amount of, any amount payable under this Section 3.02 that
may thereafter accrue and would not, in the reasonable judgment of the Liquidity
Provider, be otherwise materially disadvantageous to the Liquidity Provider.

            Section 3.03 Payments Free of Deductions. (a) All payments made by
the Borrower under this Agreement shall be made free and clear of, and without
reduction for or on account of, any present or future stamp or other taxes,
levies, imposts, duties, charges, fees, deductions, withholdings, restrictions
or conditions of any nature whatsoever now or hereafter imposed, levied,
collected, withheld or assessed, excluding Excluded Taxes (such non-excluded
taxes being referred to herein, collectively, as "Non-Excluded Taxes" and,
individually, as a "Non-Excluded Tax"). If any Non-Excluded Taxes are required
to be withheld from any amounts payable to the Liquidity Provider under this
Agreement, the amounts so payable to the Liquidity Provider shall be increased
to the extent necessary to yield to the Liquidity Provider (after payment of all
Non-Excluded Taxes and taxes imposed on the receipt of such increase) interest
or any other such amounts payable under this Agreement at the rates or in the
amounts specified in this Agreement. The Liquidity Provider agrees to use
reasonable efforts (consistent with its internal policy and legal and regulatory
restrictions) to change the jurisdiction of its Lending Office if making such
change would avoid the need for, or reduce the amount of, any such additional
amounts that may thereafter accrue and would not, in the reasonable judgment of
the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider.
From time to time upon the reasonable request of the Borrower, the Liquidity
Provider agrees to provide to the Borrower, to the extent that the Liquidity
Provider is legally entitled to do so, two original Internal Revenue Service
Forms W-8BEN or W-8ECI, as appropriate, or any successor or other form
prescribed by the Internal Revenue Service, certifying that the Liquidity
Provider is exempt from or entitled to a reduced rate of United States
withholding tax on payments pursuant to this Agreement.

            (b) All payments (including, without limitation, Advances) made by
the Liquidity Provider under this Agreement shall be made free and clear of, and
without reduction for or on account of, any Taxes. If any Taxes are required to
be withheld or deducted from any amounts payable to the Borrower under this
Agreement, the Liquidity Provider shall (i) within

<PAGE>
                                                                              14


the time prescribed therefor by applicable law pay to the appropriate
governmental or taxing authority the full amount of any such Taxes (and any
additional Taxes in respect of the payment required under clause (ii) hereof)
and make such reports or returns in connection therewith at the time or times
and in the manner prescribed by applicable law, and (ii) pay to the Borrower an
additional amount which (after deduction of all such Taxes) will be sufficient
to yield to the Borrower the full amount which would have been received by it
had no such withholding or deduction been made. Within 30 days after the date of
each payment hereunder, the Liquidity Provider shall furnish to the Borrower the
original or a certified copy of (or other documentary evidence of) the payment
of the Taxes applicable to such payment.

            Section 3.04 Payments. The Borrower shall make or cause to be made
each payment to the Liquidity Provider under this Agreement so as to cause the
same to be received by the Liquidity Provider not later than 1:00 P.M. (New York
City time) on the day when due. The Borrower shall make all such payments in
lawful money of the United States of America, to the Liquidity Provider in
immediately available funds, by wire transfer to Citibank, N.A., New York, N.Y.,
ABA #021000089, Account Name: Morgan Stanley Capital Services, Inc., Account No.
4072-4601, Reference: Northwest Airlines, Inc. 1999-3B.

            Section 3.05 Computations. All computations of interest based on the
Base Rate shall be made on the basis of a year of 365 or 366 days, as the case
may be, and all computations of interest based on the LIBOR Rate shall be made
on the basis of a year of 360 days, in each case for the actual number of days
(including the first day but excluding the last day) occurring in the period for
which such interest is payable.

            Section 3.06 Payment on Non-Business Days. Whenever any payment to
be made hereunder shall be stated to be due on a day other than a Business Day,
such payment shall be made on the next succeeding Business Day and no additional
interest shall be due as a result (and if so made, shall be deemed to have been
made when due). If any payment in respect of interest on an Advance is so
deferred to the next succeeding Business Day, such deferral shall not delay the
commencement of the next Interest Period for such Advance (if such Advance is a
LIBOR Advance) or reduce the number of days for which interest will be payable
on such Advance on the next interest payment date for such Advance.

            Section 3.07 Interest. (a) Subject to Section 2.09, the Borrower
shall pay, or shall cause to be paid, without duplication, interest on (i) the
unpaid principal amount of each Advance from and including the date of such
Advance (or, in the case of an Applied Provider Advance, from and including the
date on which the amount thereof was withdrawn from the Class B Cash Collateral
Account to pay interest on the Class B Certificates) to but excluding the date
such principal amount shall be paid in full (or, in the case of an Applied
Provider Advance, the date on which the Class B Cash Collateral Account is fully
replenished in respect of such Advance) and (ii) any other amount due hereunder
(whether fees, commissions, expenses or other amounts or, to the extent
permitted by law, installments of interest on Advances or any such other amount)
which is not paid when due (whether at stated maturity, by acceleration or
otherwise) from and including the due date thereof to but excluding the date
such amount is paid in full, in each such case, at a fluctuating interest rate
per annum for each day equal to the Applicable Liquidity Rate (as defined below)
for such Advance or such other amount as in effect for such day, but in no event
at a rate per annum greater than the maximum rate permitted by

<PAGE>
                                                                              15


applicable law; provided, however, that, if at any time the otherwise applicable
interest rate as set forth in this Section 3.07 shall exceed the maximum rate
permitted by applicable law, then any subsequent reduction in such interest rate
will not reduce the rate of interest payable pursuant to this Section 3.07 below
the maximum rate permitted by applicable law until the total amount of interest
accrued equals the amount of interest that would have accrued if such otherwise
applicable interest rate as set forth in this Section 3.07 had at all times been
in effect.

            (b) Each Advance will be either a Base Rate Advance or a LIBOR
Advance as provided in this Section. Each such Advance will be a Base Rate
Advance for the period from the date of its borrowing to (but excluding) the
third Business Day following the Liquidity Provider's receipt of the Notice of
Borrowing for such Advance. Thereafter, such Advance shall be a LIBOR Advance;
provided that (i) an Applied Provider Advance shall always be a LIBOR Advance
unless the Borrower elects otherwise and (ii) the Borrower (at the direction of
the Controlling Party, so long as the Liquidity Provider is not the Controlling
Party) may (x) convert the Final Advance into a Base Rate Advance on the last
day of an Interest Period for such Advance by giving the Liquidity Provider no
less than four Business Days' prior written notice of such election or (y) elect
to maintain the Final Advance as a Base Rate Advance by not requesting a
conversion of the Final Advance to a LIBOR Advance under Clause (5) of the
applicable Notice of Borrowing (or, if such Final Advance is deemed to have been
made, without delivery of a Notice of Borrowing pursuant to Section 2.06, by
requesting, prior to 11:00 A.M. on the first Business Day immediately following
the Borrower's receipt of the applicable Termination Notice, that such Final
Advance not be converted from a Base Rate Advance to a LIBOR Advance).

            (c) Each LIBOR Advance shall bear interest during each Interest
Period at a rate per annum equal to the LIBOR Rate for such Interest Period plus
the Applicable Margin for such LIBOR Advance, payable in arrears on the last day
of such Interest Period and, in the event of the payment of principal of such
LIBOR Advance on a day other than such last day, on the date of such payment (to
the extent of interest accrued on the amount of principal repaid).

            (d) Each Base Rate Advance shall bear interest at a rate per annum
equal to the Base Rate plus the Applicable Margin for such Base Rate Advance,
payable in arrears on each Regular Distribution Date and, in the event of the
payment of principal of such Base Rate Advance on a day other than a Regular
Distribution Date, on the date of such payment (to the extent of interest
accrued on the amount of principal repaid).

            (e) Each amount not paid when due hereunder (whether fees,
commissions, expenses or other amounts or, to the extent permitted by applicable
law, installments of interest on Advances but excluding Advances) shall bear
interest at a rate per annum equal to the Base Rate plus 2.0% until paid.

            (f) Each change in the Base Rate shall become effective immediately.
The rates of interest specified in this Section 3.07 with respect to any Advance
or other amount shall be referred to as the "Applicable Liquidity Rate".

            Section 3.08 Replacement of Borrower. From time to time and subject
to the successor Borrower's meeting the eligibility requirements set forth in
Section 6.9 of the

<PAGE>
                                                                              16


Intercreditor Agreement applicable to the Subordination Agent, upon the
effective date and time specified in a written and completed Notice of
Replacement Subordination Agent in substantially the form of Annex VI attached
hereto (a "Notice of Replacement Subordination Agent") delivered to the
Liquidity Provider by the then Borrower, the successor Borrower designated
therein shall be substituted for as the Borrower for all purposes hereunder.

            Section 3.09 Funding Loss Indemnification. The Borrower shall pay to
the Liquidity Provider, upon the request of the Liquidity Provider, such amount
or amounts as shall be sufficient (in the reasonable opinion of the Liquidity
Provider) to compensate it for any loss, cost, or expense incurred as a result
of:

            (1) Any repayment of a LIBOR Advance on a date other than the last
      day of the Interest Period for such Advance; or

            (2) Any failure by the Borrower to borrow a LIBOR Advance on the
      date for borrowing specified in the relevant notice under Section 2.02.

            Section 3.10 Illegality. Notwithstanding any other provision in this
Agreement, if any change in any applicable law, rule or regulation, or any
change in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by the Liquidity Provider (or its Lending
Office) with any request or directive (whether or not having the force of law)
of any such authority, central bank or comparable agency shall make it unlawful
or impossible for the Liquidity Provider (or its Lending Office) to maintain or
fund its LIBOR Advances, then upon notice to the Borrower by the Liquidity
Provider, the outstanding principal amount of the LIBOR Advances shall be
converted to Base Rate Advances (a) immediately upon demand of the Liquidity
Provider, if such change or compliance with such request, in the judgment of the
Liquidity Provider, requires immediate repayment; or (b) at the expiration of
the last Interest Period to expire before the effective date of any such change
or request.

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

            Section 4.01 Conditions Precedent to Effectiveness of Section 2.01.
Section 2.01 of this Agreement shall become effective on and as of the first
date (the "Effective Date") on which the following conditions precedent have
been satisfied or waived:

            (a) The Liquidity Provider shall have received on or before the
      Closing Date each of the following, and in the case of each document
      delivered pursuant to paragraphs (i), (ii) and (iii), each in form and
      substance satisfactory to the Liquidity Provider:

                  (i) This Agreement duly executed on behalf of the Borrower;

                  (ii) The Intercreditor Agreement duly executed on behalf of
            each of the parties thereto;

<PAGE>
                                                                              17


                  (iii) Fully executed copies of each of the Operative
            Agreements executed and delivered on or before the Closing Date
            (other than this Agreement and the Intercreditor Agreement);

                  (iv) A copy of the Prospectus Supplement and specimen copies
            of the Class B Certificates;

                  (v) An executed copy of each document, instrument, certificate
            and opinion delivered on or before the Closing Date pursuant to the
            Class B Trust Agreement, the Intercreditor Agreement and the other
            Operative Agreements (in the case of each such opinion, other than
            the opinion of counsel for the Underwriters, either addressed to the
            Liquidity Provider or accompanied by a letter from the counsel
            rendering such opinion to the effect that the Liquidity Provider is
            entitled to rely on such opinion as of its date as if it were
            addressed to the Liquidity Provider);

                  (vi) Evidence that there shall have been made and shall be in
            full force and effect, all filings, recordings and/or registrations,
            and there shall have been given or taken any notice or other similar
            action as may be reasonably necessary or, to the extent reasonably
            requested by the Liquidity Provider, reasonably advisable, in order
            to establish, perfect, protect and preserve the right, title and
            interest, remedies, powers, privileges, liens and security interests
            of, or for the benefit of, the Trustees, the Borrower and the
            Liquidity Provider created by the Operative Agreements executed and
            delivered on or prior to the Closing Date;

                  (vii) A letter from Northwest Airlines Corporation, pursuant
            to which (i) Northwest Airlines Corporation agrees to provide copies
            of quarterly financial statements and audited annual financial
            statements to the Liquidity Provider, and such other information as
            the Liquidity Provider shall reasonably request with respect to the
            transactions contemplated by the Operative Agreements, in each case,
            only to the extent that Northwest Airlines Corporation is obligated
            to provide such information pursuant to Section 16 of the Leases
            (related to Leased Aircraft) or the corresponding section of the
            Indentures (related to Owned Aircraft) to the parties thereto; and

                  (viii) Such other documents, instruments, opinions and
            approvals pertaining to the transactions contemplated hereby or by
            the other Operative Agreements as the Liquidity Provider shall have
            reasonably requested.

            (b) The following statement shall be true on and as of the Effective
      Date: no event has occurred and is continuing, or would result from the
      entering into of this Agreement or the making of any Advance, which
      constitutes a Liquidity Event of Default.

            (c) The Liquidity Provider shall have received payment in full of
      all fees and other sums required to be paid to or for the account of the
      Liquidity Provider on or prior to the Effective Date.

<PAGE>
                                                                              18


            (d) All conditions precedent to the issuance of the Certificates
      under the Trust Agreements shall have been satisfied or waived, all
      conditions precedent to the effectiveness of the other Liquidity
      Facilities shall have been satisfied or waived, and all conditions
      precedent to the purchase of the Class G Certificates, Class B
      Certificates and Class C Certificates by the Underwriters under the
      Underwriting Agreement shall have been satisfied (unless any of such
      conditions precedent shall have been waived by the Underwriters).

            (e) The Borrower shall have received (i) the Guarantee Agreement,
      substantially in the form of Exhibit I hereto, duly executed on behalf of
      each of the parties thereto and (ii) a certificate, dated the date hereof,
      signed by a duly authorized representative of the Liquidity Provider,
      certifying that all conditions precedent to the effectiveness of Section
      2.01 have been satisfied or waived.

            Section 4.02 Conditions Precedent to Borrowing. The obligation of
the Liquidity Provider to make an Advance on the occasion of each Borrowing
shall be subject to the conditions precedent that the Effective Date shall have
occurred and, prior to the date of such Borrowing, the Borrower shall have
delivered a Notice of Borrowing which conforms to the terms and conditions of
this Agreement and has been completed as may be required by the relevant form of
the Notice of Borrowing for the type of Advances requested.

                                    ARTICLE V

                                    COVENANTS

            Section 5.01 Affirmative Covenants of the Borrower. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will, unless the Liquidity
Provider shall otherwise consent in writing:

            (a) Performance of This and Other Agreements. Punctually pay or
      cause to be paid all amounts payable by it under this Agreement and the
      other Operative Agreements and observe and perform in all material
      respects the conditions, covenants and requirements applicable to it
      contained in this Agreement and the other Operative Agreements.

            (b) Reporting Requirements. Furnish to the Liquidity Provider with
      reasonable promptness, such other information and data with respect to the
      transactions contemplated by the Operative Agreements as from time to time
      may be reasonably requested by the Liquidity Provider; and permit the
      Liquidity Provider, upon reasonable notice, to inspect the Borrower's
      books and records with respect to such transactions and to meet with
      officers and employees of the Borrower to discuss such transactions.

            (c) Certain Operative Agreements. Furnish to the Liquidity Provider
      with reasonable promptness, such Operative Agreements entered into after
      the date hereof as from time to time may be reasonably requested by the
      Liquidity Provider.

<PAGE>
                                                                              19


            Section 5.2 Negative Covenants of the Borrower. So long as any
Advance shall remain unpaid or the Liquidity Provider shall have any Maximum
Commitment hereunder or the Borrower shall have any obligation to pay any amount
to the Liquidity Provider hereunder, the Borrower will not appoint or permit or
suffer to be appointed any successor Borrower without the prior written consent
of the Liquidity Provider, which consent shall not be unreasonably withheld or
delayed.

                                   ARTICLE VI

                           LIQUIDITY EVENTS OF DEFAULT

            Section 6.01 Liquidity Events of Default. If (a) any Liquidity Event
of Default has occurred and is continuing and (b) there is a Performing Note
Deficiency, the Liquidity Provider may, in its discretion, deliver to the
Borrower a Termination Notice, the effect of which shall be to cause (i) this
Agreement to expire on the fifth Business Day after the date on which such
Termination Notice is received by the Borrower, (ii) the Borrower to promptly
request, and the Liquidity Provider to promptly make, a Final Advance in
accordance with Section 2.02(d) hereof and Section 3.6(i) of the Intercreditor
Agreement, (iii) all other outstanding Advances to be automatically converted
into Final Advances for purposes of determining the Applicable Liquidity Rate
for interest payable thereon, and (iv) subject to Sections 2.07 and 2.09 hereof,
all Advances (including, without limitation, any Provider Advance and Applied
Provider Advance), any accrued interest thereon and any other amounts
outstanding hereunder to become immediately due and payable to the Liquidity
Provider.

                                   ARTICLE VII

                                  MISCELLANEOUS

            Section 7.01 Amendments, Etc. No amendment or waiver of any
provision of this Agreement, nor consent to any departure by the Borrower
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the Liquidity Provider, and, in the case of an amendment or of a
waiver by the Borrower, the Borrower, and then such waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

            Section 7.02 Notices, Etc. Except as otherwise expressly provided
herein, all notices and other communications provided for hereunder shall be in
writing (including telecopier and mailed or delivered or sent by telecopier):

            Borrower:   STATE STREET BANK AND TRUST COMPANY
                        Two International Place
                        4th Floor
                        Boston, Massachusetts 02110
                        Attention: Corporate Trust Administration
                        Telecopy: (617) 664-5151

<PAGE>
                                                                              20


  Liquidity Provider:   MORGAN STANLEY CAPITAL SERVICES, INC
                        1585 Broadway
                        New York, New York 10036
                        Attention: Keith Amburgey
                        Telecopy: (212) 761-0580

                        With a copy of any Notice of Borrowing to be delivered
                        to:

                        MORGAN STANLEY DEAN WITTER & CO.
                        1585 Broadway
                        New York, New York 10036
                        Attention: Aaron Lubowitz and Mark Esparrago
                        Telecopy: (212) 761-0406

or, as to each of the foregoing, at such other address as shall be designated by
such Person in a written notice to the others. All such notices and
communications shall be effective (i) if given by telecopier, when transmitted
to the telecopier number specified above, (ii) if given by mail, when deposited
in the mails addressed as specified above, and (iii) if given by other means,
when delivered at the address specified above, except that written notices to
the Liquidity Provider pursuant to the provisions of Articles II and III hereof
shall not be effective until received by the Liquidity Provider. A copy of all
notices delivered hereunder to either party shall in addition be delivered to
each of the parties to the Participation Agreements at their respective
addresses set forth therein.

            Section 7.03 No Waiver; Remedies. No failure on the part of the
Liquidity Provider to exercise, and no delay in exercising, any right under this
Agreement shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Agreement preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

            Section 7.04 Further Assurances. The Borrower agrees to do such
further acts and things and to execute and deliver to the Liquidity Provider
such additional assignments, agreements, powers and instruments as the Liquidity
Provider may reasonably require or deem advisable to carry into effect the
purposes of this Agreement and the other Operative Agreements or to better
assure and confirm unto the Liquidity Provider its rights, powers and remedies
hereunder and under the other Operative Agreements.

            Section 7.05 Indemnification; Survival of Certain Provisions. The
Liquidity Provider shall be indemnified hereunder to the extent and in the
manner described in Section 7(c) of the Participation Agreements. In addition,
the Borrower agrees to indemnify, protect, defend and hold harmless the
Liquidity Provider from, against and in respect of, and shall pay on demand, all
Expenses of any kind or nature whatsoever (other than any Expenses of the nature
described in Sections 3.01, 3.02 or 7.07 hereof (regardless of whether
indemnified against pursuant to said Sections)), that may be imposed, incurred
by or asserted against any Liquidity Indemnitee, in any way relating to,
resulting from, or arising out of or in connection with any action, suit or
proceeding by any third party against such Liquidity Indemnitee and relating to
this Agreement, the Intercreditor Agreement or any Financing Agreement;
provided, however, that

<PAGE>
                                                                              21


the Borrower shall not be required to indemnify, protect, defend and hold
harmless any Liquidity Indemnitee in respect of any Expense of such Liquidity
Indemnitee to the extent such Expense is (i) attributable to the gross
negligence or willful misconduct of such Liquidity Indemnitee or any other
Liquidity Indemnitee, (ii) ordinary and usual operating overhead expense, or
(iii) attributable to the failure by such Liquidity Indemnitee or any other
Liquidity Indemnitee to perform or observe any agreement, covenant or condition
on its part to be performed or observed in this Agreement, the Intercreditor
Agreement or any other Operative Agreement to which it is a party. The
indemnities contained in Section 7(c) of the Participation Agreements, and the
provisions of Sections 3.01, 3.02, 3.03, 3.09, 7.05 and 7.07 hereof, shall
survive the termination of this Agreement.

            Section 7.06 Liability of the Liquidity Provider. (a) Neither the
Liquidity Provider nor any of its officers, employees, directors or affiliates
shall be liable or responsible for: (i) the use which may be made of the
Advances or any acts or omissions of the Borrower or any beneficiary or
transferee in connection therewith; (ii) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; or (iii) the making of Advances by the Liquidity Provider against
delivery of a Notice of Borrowing and other documents which do not comply with
the terms hereof; provided, however, that the Borrower shall have a claim
against the Liquidity Provider, and the Liquidity Provider shall be liable to
the Borrower, to the extent of any damages suffered by the Borrower which were
the result of (A) the Liquidity Provider's willful misconduct or negligence in
determining whether documents presented hereunder comply with the terms hereof,
or (B) any breach by the Liquidity Provider of any of the terms of this
Agreement, including, but not limited to, the Liquidity Provider's failure to
make lawful payment hereunder after the delivery to it by the Borrower of a
Notice of Borrowing strictly complying with the terms and conditions hereof.

            (b) Neither the Liquidity Provider nor any of its officers,
employees, directors or affiliates shall be liable or responsible in any respect
for (i) any error, omission, interruption or delay in transmission, dispatch or
delivery of any message or advice, however transmitted, in connection with this
Agreement or any Notice of Borrowing delivered hereunder, or (ii) any action,
inaction or omission which may be taken by it in good faith, absent willful
misconduct or negligence (in which event the extent of the Liquidity Provider's
potential liability to the Borrower shall be limited as set forth in the
immediately preceding paragraph), in connection with this Agreement or any
Notice of Borrowing.

            Section 7.07 Costs, Expenses and Taxes. The Borrower agrees to pay,
or cause to be paid (A) on the Effective Date and on such later date or dates on
which the Liquidity Provider shall make demand, all reasonable out-of-pocket
costs and expenses (including, without limitation, the reasonable fees and
expenses of outside counsel for the Liquidity Provider) of the Liquidity
Provider in connection with the preparation, negotiation, execution, delivery,
filing and recording of this Agreement, any other Operative Agreement and any
other documents which may be delivered in connection with this Agreement and (B)
on demand, all reasonable costs and expenses (including reasonable counsel fees
and expenses) of the Liquidity Provider in connection with (i) the enforcement
of this Agreement or any other Operative Agreement, (ii) the modification or
amendment of, or supplement to, this Agreement or any other Operative Agreement
or such other documents which may be delivered in connection herewith or
therewith

<PAGE>
                                                                              22


(whether or not the same shall become effective) or (iii) any action or
proceeding relating to any order, injunction, or other process or decree
restraining or seeking to restrain the Liquidity Provider from paying any amount
under this Agreement, the Intercreditor Agreement or any other Operative
Agreement or otherwise affecting the application of funds in the Class B Cash
Collateral Account. In addition, the Borrower shall pay any and all recording,
stamp and other similar taxes and fees payable or determined to be payable in
connection with the execution, delivery, filing and recording of this Agreement,
any other Operative Agreement and such other documents, and agrees to save the
Liquidity Provider harmless from and against any and all liabilities with
respect to or resulting from any delay in paying or omission to pay such taxes
or fees.

            Section 7.08 Binding Effect; Participations. (a) This Agreement
shall be binding upon and inure to the benefit of the Borrower and the Liquidity
Provider and their respective successors and assigns, except that neither the
Liquidity Provider (except as otherwise provided in this Section 7.08) nor
(except as contemplated by Section 3.08) the Borrower shall have the right to
assign its rights or obligations hereunder or any interest herein without the
prior written consent of the other party, subject to the requirements of Section
7.08(b). The Liquidity Provider may grant participations herein or in any of its
rights hereunder (including, without limitation, funded participations and
participations in rights to receive interest payments hereunder) and under the
other Operative Agreements to such Persons as the Liquidity Provider may in its
sole discretion select (but excluding Northwest and any of its affiliates),
subject to the requirements of Section 7.08(b). No such participation by the
Liquidity Provider, however, will relieve the Liquidity Provider of its
obligations hereunder. In connection with any participation or any proposed
participation, the Liquidity Provider may disclose to the participant or the
proposed participant any information that the Borrower is required to deliver or
to disclose to the Liquidity Provider pursuant to this Agreement. The Borrower
acknowledges and agrees that the Liquidity Provider's source of funds may derive
in part from its participants. Accordingly, references in this Agreement and the
other Operative Agreements to determinations, reserve and capital adequacy
requirements, increased costs, reduced receipts, additional amounts due pursuant
to Section 3.03(a) and the like as they pertain to the Liquidity Provider shall
be deemed also to include those of each of its participants (subject, in each
case, to the maximum amount that would have been incurred by or attributable to
the Liquidity Provider directly if the Liquidity Provider, rather than the
participant, had held the interest participated).

            (b) If, pursuant to subsection (a) above, the Liquidity Provider
sells any participation in this Agreement to any bank or other entity (each, a
"Transferee"), then, concurrently with the effectiveness of such participation,
the Transferee shall (i) represent to the Liquidity Provider (for the benefit of
the Liquidity Provider and the Borrower) either (A) that it is incorporated
under the laws of the United States or a state thereof or (B) that under
applicable law and treaties, no taxes will be required to be withheld with
respect to any payments to be made to such Transferee in respect of this
Agreement, (ii) furnish to the Liquidity Provider and the Borrower either (x) a
statement that it is incorporated under the laws of the United States or a state
thereof or (y) if it is not so incorporated, two copies of a properly completed
United States Internal Revenue Service Form W-8BEN or Form W-8ECI, as
appropriate, or other applicable form, certificate or document prescribed by the
Internal Revenue Service certifying, in each case, such Transferee's entitlement
to a complete exemption from United States federal withholding tax in respect to
any and all payments to be made hereunder, and (iii) agree (for the benefit of
the

<PAGE>
                                                                              23


Liquidity Provider and the Borrower) to provide the Liquidity Provider and the
Borrower a new Form W-8BEN or Form W-8ECI, as appropriate, (A) on or before the
date that any such form expires or becomes obsolete or (B) after the occurrence
of any event requiring a change in the most recent form previously delivered by
it and prior to the immediately following due date of any payment by the
Borrower hereunder, certifying in the case of a Form W-8BEN or Form W-8ECI that
such Transferee is entitled to a complete exemption from United States federal
withholding tax on payments under this Agreement. Unless the Borrower has
received forms or other documents reasonably satisfactory to it (and required by
applicable law) indicating that payments hereunder are not subject to United
States federal withholding tax, the Borrower will withhold taxes as required by
law from such payments at the applicable statutory rate.

            (c) Notwithstanding the other provisions of this Section 7.08, the
Liquidity Provider may assign and pledge all or any portion of the Advances
owing to it to any Federal Reserve Bank or the United States Treasury as
collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any Operating Circular issued by such Federal Reserve
Bank, provided that any payment in respect of such assigned Advances made by the
Borrower to the Liquidity Provider in accordance with the terms of this
Agreement shall satisfy the Borrower's obligations hereunder in respect of such
assigned Advance to the extent of such payment. No such assignment shall release
the Liquidity Provider from its obligations hereunder.

            Section 7.09 Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition,
unenforceability or non-authorization without invalidating the remaining
provisions hereof or affecting the validity, enforceability or legality of such
provision in any other jurisdiction.

            Section 7.10 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

            Section 7.11 Submission to Jurisdiction; Waiver of Jury Trial;
Waiver of Immunity. (a) Each of the parties hereto hereby irrevocably and
unconditionally:

            (i) submits for itself and its property in any legal action or
      proceeding relating to this Agreement or any other Operative Agreement, or
      for recognition and enforcement of any judgment in respect hereof or
      thereof, to the nonexclusive general jurisdiction of the courts of the
      State of New York, the courts of the United States of America for the
      Southern District of New York, and the appellate courts from any thereof;

            (ii) consents that any such action or proceeding may be brought in
      such courts, and waives any objection that it may now or hereafter have to
      the venue of any such action or proceeding in any such court or that such
      action or proceeding was brought in an inconvenient court and agrees not
      to plead or claim the same;

            (iii) agrees that service of process in any such action or
      proceeding may be effected by mailing a copy thereof by registered or
      certified mail (or any substantially

<PAGE>
                                                                              24


      similar form and mail), postage prepaid, to each party hereto at its
      address set forth in Section 7.02 hereof, or at such other address of
      which the Liquidity Provider shall have been notified pursuant thereto;
      and

            (iv) agrees that nothing herein shall affect the right to effect
      service of process in any other manner permitted by law or shall limit the
      right to sue in any other jurisdiction.

            (b) THE BORROWER AND THE LIQUIDITY PROVIDER EACH HEREBY AGREE TO
WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DEALINGS BETWEEN THEM
RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT AND THE RELATIONSHIP THAT IS
BEING ESTABLISHED, including, without limitation, contract claims, tort claims,
breach of duty claims and all other common law and statutory claims. The
Borrower and the Liquidity Provider each warrant and represent that it has
reviewed this waiver with its legal counsel, and that it knowingly and
voluntarily waives its jury trial rights following consultation with such legal
counsel. THIS WAIVER IS IRREVOCABLE, AND CANNOT BE MODIFIED EITHER ORALLY OR IN
WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

            Section 7.12 Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed to be an original and all of which counterparts,
taken together, shall constitute but one and the same Agreement.

            Section 7.13 Entirety. This Agreement, the Intercreditor Agreement
and the other Operative Agreements to which the Liquidity Provider is a party
constitute the entire agreement of the parties hereto with respect to the
subject matter hereof and supersedes all prior understandings and agreements of
such parties.

            Section 7.14 Headings. Section headings in this Agreement are
included herein for convenience of reference only and shall not constitute a
part of this Agreement for any other purpose.

            Section 7.15 LIQUIDITY PROVIDER'S OBLIGATION TO MAKE ADVANCES.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE OBLIGATIONS OF THE
LIQUIDITY PROVIDER TO MAKE ADVANCES HEREUNDER, AND THE BORROWER'S RIGHTS TO
DELIVER NOTICES OF BORROWING REQUESTING THE MAKING OF ADVANCES HEREUNDER, SHALL
BE UNCONDITIONAL AND IRREVOCABLE, AND SHALL BE PAID OR PERFORMED, IN EACH CASE
STRICTLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.

                                  (End of Page)

<PAGE>
                                                                              25


            IN WITNESS WHEREOF, the parties have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first set forth above.

                                        STATE STREET BANK AND TRUST COMPANY, not
                                          in its individual capacity but solely
                                          as Subordination Agent, as Borrower

                                        By:_____________________________________
                                           Name:
                                           Title:


                                        MORGAN STANLEY CAPITAL SERVICES, INC.,
                                        as Liquidity Provider

                                        By:_____________________________________
                                           Name:
                                           Title:
<PAGE>

                                                                      Annex I to
                                                      Revolving Credit Agreement

                      INTEREST ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to MORGAN STANLEY CAPITAL SERVICES,
INC. (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (1999-3B) dated as of December 9, 1999, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of an Interest Advance by the Liquidity Provider to be used,
      subject to clause (3)(v) below, for the payment of the interest on the
      Class B Certificates which was payable on ____________, ____ (the
      "Distribution Date") in accordance with the terms and provisions of the
      Class B Trust Agreement and the Class B Certificates, which Advance is
      requested to be made on ____________, ____.

            (3) The amount of the Interest Advance requested hereby (i) is
      $_______________.__, to be applied in respect of the payment of the
      interest which was due and payable on the Class B Certificates on the
      Distribution Date, (ii) does not include any amount with respect to the
      payment of principal of, or premium on, the Class G Certificates, the
      Class B Certificates or the Class C Certificates, or interest on the Class
      B Certificates or the Class C Certificates, (iii) was computed in
      accordance with the provisions of the Certificates, the Class B Trust
      Agreement and the Intercreditor Agreement (a copy of which computation is
      attached hereto as Schedule I), (iv) does not exceed the Maximum Available
      Commitment on the date hereof, (v) does not include any amount of interest
      which was due and payable on the Class B Certificates on such Distribution
      Date but which remains unpaid due to the failure of the Depositary to pay
      any amount of accrued interest on the Deposits on such Distribution Date
      and (vi) has not been and is not the subject of a prior or contemporaneous
      Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will apply the same in accordance with
      the terms of Section 3.6(b) of the Intercreditor Agreement, (b) no portion
      of such amount shall be applied by the Borrower for any other purpose and
      (c) no portion of such amount until so applied shall be commingled with
      other funds held by the Borrower.

            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, the making of the Interest Advance as requested by this Notice of
Borrowing shall automatically reduce, subject to reinstatement in accordance
with the terms of the Liquidity Agreement, the Maximum Available Commitment by
an amount equal to the amount of the Interest Advance requested to be made
hereby as set forth in clause (i) of paragraph (3) of this Notice of

<PAGE>
                                                                               2


Borrowing and such reduction shall automatically result in corresponding
reductions in the amounts available to be borrowed pursuant to a subsequent
Advance.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                        STATE STREET BANK AND TRUST COMPANY,
                                          not in its individual capacity
                                          but solely as Subordination
                                          Agent, as Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>
                                                                               3


               SCHEDULE I TO INTEREST ADVANCE NOTICE OF BORROWING

                [Insert Copy of Computations in accordance with
                     Interest Advance Notice of Borrowing]
<PAGE>

                                                                     Annex II to
                                                      Revolving Credit Agreement

                    NON-EXTENSION ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
subordination agent (the "Borrower"), hereby certifies to MORGAN STANLEY CAPITAL
SERVICES, INC. (the "Liquidity Provider"), with reference to the Revolving
Credit Agreement (1999-3B) dated as of December 9, 1999, between the Borrower
and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein
and not otherwise defined herein being used herein as therein defined or
referenced), that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Non-Extension Advance by the Liquidity Provider to be used
      for the funding of the Class B Cash Collateral Account in accordance with
      Section 3.6(d) of the Intercreditor Agreement, which Advance is requested
      to be made on __________, ____.

            (3) The amount of the Non-Extension Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class B
      Cash Collateral Account in accordance with Section 3.6(d) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of the principal of, or premium on, the Class G Certificates,
      or principal of, or interest or premium on, the Class B Certificates or
      the Class C Certificates, (iii) was computed in accordance with the
      provisions of the Class B Certificates, the Class B Trust Agreement and
      the Intercreditor Agreement (a copy of which computation is attached
      hereto as Schedule I), and (iv) has not been and is not the subject of a
      prior or contemporaneous Notice of Borrowing under the Liquidity
      Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Section 3.6(d) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

            The Borrower hereby acknowledges that, pursuant to the Liquidity
      Agreement, (A) the making of the Non-Extension Advance as requested by
      this Notice of Borrowing shall automatically and irrevocably terminate the
      obligation of the Liquidity Provider to make further Advances under the
      Liquidity Agreement; and (B) following the making by the Liquidity
      Provider of the Non-Extension Advance requested by this Notice of
      Borrowing, the Borrower shall not be entitled to request any further
      Advances under the Liquidity Agreement.
<PAGE>

                                                                               2

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                        STATE STREET BANK AND TRUST COMPANY, not
                                          in its individual capacity but solely
                                          as Subordination Agent, as Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>
                                                                               3

            SCHEDULE I TO NON-EXTENSION ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                   Non-Extension Advance Notice of Borrowing]
<PAGE>

                                                                    Annex III to
                                                      Revolving Credit Agreement

                      DOWNGRADE ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
subordination agent (the "Borrower"), hereby certifies to MORGAN STANLEY CAPITAL
SERVICES, INC. (the "Liquidity Provider"), with reference to the Revolving
Credit Agreement (1999-3B) dated as of December 9, 1999, between the Borrower
and the Liquidity Provider (the "Liquidity Agreement"; the terms defined therein
and not otherwise defined herein being used herein as therein defined or
referenced), that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Downgrade Advance by the Liquidity Provider to be used for
      the funding of the Class B Cash Collateral Account in accordance with
      Section 3.6(c) of the Intercreditor Agreement by reason of (i) the
      downgrading of the short-term unsecured debt rating of either the
      Liquidity provider or the Guarantor issued by either Rating Agency below
      the Threshold Rating, or (ii) the occurrence of a Guarantee Event, which
      Advance is requested to be made on __________, ____.

            (3) The amount of the Downgrade Advance requested hereby (i) is
      $_______________.__, which equals the Maximum Available Commitment on the
      date hereof and is to be applied in respect of the funding of the Class B
      Cash Collateral Account in accordance with Section 3.6(c) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of the principal of, or premium on, the Class G Certificates,
      or principal of, or interest or premium on, the Class B Certificates or
      the Class C Certificates, (iii) was computed in accordance with the
      provisions of the Class B Certificates, the Class B Trust Agreement and
      the Intercreditor Agreement (a copy of which computation is attached
      hereto as Schedule I), and (iv) has not been and is not the subject of a
      prior or contemporaneous Notice of Borrowing under the Liquidity
      Agreement.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Section 3.6(c) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Downgrade Advance as requested by this Notice
of Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity

<PAGE>
                                                                               2


Provider of the Downgrade Advance requested by this Notice of Borrowing, the
Borrower shall not be entitled to request any further Advances under the
Liquidity Agreement.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                        STATE STREET BANK AND TRUST COMPANY,
                                          not in its individual capacity but
                                          solely as Subordination Agent, as
                                          Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>
                                                                               3

               SCHEDULE I TO DOWNGRADE ADVANCE NOTICE OF BORROWING

                [Insert Copy of computations in accordance with
                     Downgrade Advance Notice of Borrowing]
<PAGE>

                                                                     Annex IV to
                                                      Revolving Credit Agreement

                        FINAL ADVANCE NOTICE OF BORROWING

            The undersigned, a duly authorized signatory of the undersigned
borrower (the "Borrower"), hereby certifies to MORGAN STANLEY CAPITAL SERVICES,
INC. (the "Liquidity Provider"), with reference to the Revolving Credit
Agreement (1999-3B) dated as of December 9, 1999, between the Borrower and the
Liquidity Provider (the "Liquidity Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined or referenced),
that:

            (1) The Borrower is the Subordination Agent under the Intercreditor
      Agreement.

            (2) The Borrower is delivering this Notice of Borrowing for the
      making of the Final Advance by the Liquidity Provider to be used for the
      funding of the Class B Cash Collateral Account in accordance with Section
      3.6(i) of the Intercreditor Agreement by reason of the receipt by the
      Borrower of a Termination Notice from the Liquidity Provider with respect
      to the Liquidity Agreement, which Advance is requested to be made on
      ____________, ____.

            (3) The amount of the Final Advance requested hereby (i) is
      $_________________.__, which equals the Maximum Available Commitment on
      the date hereof and is to be applied in respect of the funding of the
      Class B Cash Collateral Account in accordance with Section 3.6(i) of the
      Intercreditor Agreement, (ii) does not include any amount with respect to
      the payment of principal of, or premium on, the Class G Certificates, or
      principal of, or interest or premium on, the Class B Certificates or the
      Class C Certificates, (iii) was computed in accordance with the provisions
      of the Class B Certificates, the Class B Trust Agreement and the
      Intercreditor Agreement (a copy of which computation is attached hereto as
      Schedule I), and (iv) has not been and is not the subject of a prior or
      contemporaneous Notice of Borrowing.

            (4) Upon receipt by or on behalf of the Borrower of the amount
      requested hereby, (a) the Borrower will deposit such amount in the Class B
      Cash Collateral Account and apply the same in accordance with the terms of
      Section 3.6(i) of the Intercreditor Agreement, (b) no portion of such
      amount shall be applied by the Borrower for any other purpose and (c) no
      portion of such amount until so applied shall be commingled with other
      funds held by the Borrower.

            (5) The Borrower hereby requests that the Advance requested hereby
      be a Base Rate Advance [and that such Base Rate Advance be converted into
      a LIBOR Advance on the third Business Day following your receipt of this
      notice](1).

--------

(1)   Bracketed language may be included at Borrower's option.

<PAGE>

                                                                               2


            The Borrower hereby acknowledges that, pursuant to the Liquidity
Agreement, (A) the making of the Final Advance as requested by this Notice of
Borrowing shall automatically and irrevocably terminate the obligation of the
Liquidity Provider to make further Advances under the Liquidity Agreement; and
(B) following the making by the Liquidity Provider of the Final Advance
requested by this Notice of Borrowing, the Borrower shall not be entitled to
request any further Advances under the Liquidity Agreement.

            IN WITNESS WHEREOF, the Borrower has executed and delivered this
Notice of Borrowing as of the ____ day of _________, ____.

                                        STATE STREET BANK AND TRUST COMPANY,
                                          not in its individual capacity
                                          but solely as Subordination
                                          Agent, as Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:

<PAGE>
                                                                               3

                 SCHEDULE I TO FINAL ADVANCE NOTICE OF BORROWING

                [Insert Copy of Computations in accordance with
                       Final Advance Notice of Borrowing]
<PAGE>

                                                                      Annex V to
                                                      Revolving Credit Agreement

                              NOTICE OF TERMINATION

                                                      [Date]

State Street Bank and Trust Company,
  as Subordination Agent, as Borrower
Two International Place, 4th Floor
Boston, MA 02110

Attention: Corporate Trust Administration

      Revolving Credit Agreement (1999-3B) dated as of December 9, 1999, between
      State Street Bank and Trust Company, as Subordination Agent, as Borrower,
      and MORGAN STANLEY CAPITAL SERVICES, INC. (the "Liquidity Agreement")

Ladies and Gentlemen:

            You are hereby notified that pursuant to Section 6.01 of the
Liquidity Agreement, by reason of the occurrence of a Liquidity Event of Default
and the existence of a Performing Note Deficiency (each as defined therein), we
are giving this notice to you in order to cause (i) our obligations to make
Advances (as defined therein) under such Liquidity Agreement to terminate on the
fifth Business Day after the date on which you receive this notice and (ii) you
to request a Final Advance under the Liquidity Agreement pursuant to Section
3.6(i) of the Intercreditor Agreement (as defined in the Liquidity Agreement) as
a consequence of your receipt of this notice.

<PAGE>

                                                                               2


            THIS NOTICE IS THE "NOTICE OF TERMINATION" PROVIDED FOR UNDER THE
LIQUIDITY AGREEMENT. OUR OBLIGATIONS TO MAKE ADVANCES UNDER THE LIQUIDITY
AGREEMENT WILL TERMINATE ON THE FIFTH BUSINESS DAY AFTER THE DATE ON WHICH YOU
RECEIVE THIS NOTICE.

                                        Very truly yours,

                                        MORGAN STANLEY CAPITAL SERVICES INC.,
                                          as Liquidity Provider


                                        By:_____________________________________
                                           Name:
                                           Title:

cc:   State Street Bank and Trust Company of
      Connecticut, National Association,
        as Class B Trustee
<PAGE>

                                                                     Annex VI to
                                                      Revolving Credit Agreement

                    NOTICE OF REPLACEMENT SUBORDINATION AGENT

[Date]
Attention:

      Revolving Credit Agreement (1999-3B) dated as of December 9, 1999, between
      State Street Bank and Trust Company, as Subordination Agent, as Borrower,
      and MORGAN STANLEY CAPITAL SERVICES, INC. (the "Liquidity Agreement")

Ladies and Gentlemen:

            For value received, the undersigned beneficiary hereby irrevocably
transfers to:

                        _______________________________
                             [Name of Transferee]

                        _______________________________
                            [Address of Transferee]

all rights and obligations of the undersigned as Borrower under the Liquidity
Agreement referred to above. The transferee has succeeded the undersigned as
Subordination Agent under the Intercreditor Agreement referred to in the first
paragraph of the Liquidity Agreement, pursuant to the terms of Section 8.1 of
the Intercreditor Agreement.

            By this transfer, all rights of the undersigned as Borrower under
the Liquidity Agreement are transferred to the transferee and the transferee
shall hereafter have the sole rights and obligations as Borrower thereunder. The
undersigned shall pay any costs and expenses of such transfer, including, but
not limited to, transfer taxes or governmental charges.
<PAGE>
                                                                               2


            We ask that this transfer be effective as of _______________, ____.

                                        STATE STREET BANK AND TRUST COMPANY,
                                          not in its individual capacity
                                          but solely as Subordination
                                          Agent, as Borrower


                                        By:_____________________________________
                                           Name:
                                           Title:
<PAGE>

                                                                       Exhibit I

                          [Form of Guarantee Agreement]