EX-4(A)
                                                             EXHIBIT 4(A)





                   NORTHWEST AIRLINES CORPORATION


                         NORTHWEST AIRLINES, INC.


                                   and


           STATE STREET BANK AND TRUST COMPANY OF CONNECTICUT,
                           NATIONAL ASSOCIATION


                                as Trustee




                       PASS THROUGH TRUST AGREEMENT



                         Dated as of June 3, 1999

<PAGE>

Reconciliation and tie between Pass Through Trust Agreement dated as of
June 3, 1999 and the Trust Indenture Act of 1939. This reconciliation
does not constitute part of the Pass Through Trust Agreement.

                 Trust Indenture Act                        Pass Through Trust
                   of 1939 Section                          Agreement Section


                 310(a)(1)                                  7.07
                     (a)(2)                                 7.07
                 312(a)                                     3.09; 8.01; 8.02
                 313(a)                                     7.06
                 314(a)                                     8.04(a) - (c)
                    (a)(4)                                  8.04(d)
                    (c)(1)                                  1.02
                    (c)(2)                                  1.02
                    (d)(1)                                  7.12
                                                            11.01
                    (d)(2)                                  7.12; 11.01
                    (d)(3)                                  2.01
                    (e)                                     1.02
                 315(b)                                     7.01
                 316(a)(last sentence)                      1.01
                    (a)(1)(A)                               6.04
                    (a)(1)(B)                               6.05
                    (b)                                     6.06
                    (c)                                     1.04(d)
                 317(a)(1)                                  6.03
                    (b)                                     7.12
                 318(a)                                     12.06

























                                   -2-

<PAGE>

         This PASS THROUGH TRUST AGREEMENT, dated as of June 3, 1999,
among Northwest Airlines Corporation, a Delaware corporation (the
"Guarantor"), Northwest Airlines, Inc., a Minnesota corporation (the
"Company"), and State Street Bank and Trust Company of Connecticut,
National Association, a national banking association, as Trustee, is made
with respect to the formation from time to time of separate Northwest
Airlines Pass Through Trusts, and the issuance from time to time of
separate series of Pass Through Certificates representing fractional
undivided interests in the respective Trusts.

         WITNESSETH:

         WHEREAS, from time to time the Guarantor, the Company and the
Trustee may enter into a Trust Supplement (this and certain other defined
terms used herein are defined in Section 1.01) pursuant to which the
Trustee shall declare the creation of a separate Trust for the benefit of
the Holders of the series of Certificates to be issued in respect of such
Trust, and the initial Holders of the Certificates of such series, as the
grantors of such Trust, by their respective acceptances of the
Certificates of such series, shall join in the creation of such Trust
with the Trustee;

         WHEREAS, all Certificates to be issued in respect of each
separate Trust will be issued as a separate series pursuant to this
Agreement, will evidence fractional undivided interests in such Trust and
will have no rights, benefits or interests in respect of any other
separate Trust or the property held therein, subject, however, to the
provisions of any Intercreditor Agreement to which one or more Trusts may
be a party;

         WHEREAS, from time to time, pursuant to the terms and conditions
of this Agreement with respect to each separate Trust formed hereunder,
the Trustee on behalf of such Trust shall purchase one or more issues of
Equipment Notes having the same interest rate as, and final maturity
dates not later than the final Regular Distribution Date of, the series
of Certificates issued in respect of such Trust and shall hold such
Equipment Notes in trust for the benefit of the Certificateholders of
such Trust;

         WHEREAS, to facilitate the sale of Equipment Notes to, and the
purchase of Equipment Notes by, the Trustee on behalf of each Trust
created from time to time pursuant to this Agreement, (i) the Company as
the "issuer", as such term is defined in and solely for purposes of the
Securities Act of 1933, as amended, of the Certificates to be issued in
respect of each Trust and as the "obligor", as such term is defined in
and solely for purposes of the Trust Indenture Act of 1939, as amended,
and (ii) the Guarantor have each duly authorized the execution and
delivery of this Basic Agreement and each Trust Supplement with respect
to all such Certificates and are undertaking to perform certain
administrative and ministerial duties hereunder and are also undertaking
to pay the fees and expenses of the Trustee;



                                   -1-

<PAGE>

         WHEREAS, this Basic Agreement, as supplemented from time to
time, is subject to the provisions of the Trust Indenture Act of 1939, as
amended, and shall, to the extent applicable, be governed by such
provisions;

         NOW THEREFORE, in consideration of the mutual agreements herein
contained, and of other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

                                ARTICLE I

                               DEFINITIONS

         Section 1.01.  Definitions. For all purposes of this Basic
Agreement, except as otherwise expressly provided or unless the context
otherwise requires:

                 (1)      the terms used herein that are defined in this
         Article have the meanings assigned to them in this Article, and
         include the plural as well as the singular;

                 (2)      all other terms used herein which are defined
         in the Trust Indenture Act, either directly or by reference
         therein, have the meanings assigned to them therein:

                 (3)      all references in this Basic Agreement to
         designated "Articles", "Sections" and other subdivisions are to
         the designated Articles, Sections and other subdivisions of this
         Basic Agreement;

                 (4)      the words "herein", "hereof" and "hereunder"
         and other words of similar import refer to this Basic Agreement
         as a whole and not to any particular Article, Section or other
         subdivision; and

                 (5)      the term "this Agreement" (as distinguished
         from "this Basic Agreement") refers, unless the context
         otherwise requires, to this Basic Agreement as supplemented by
         the Trust Supplement creating a particular Trust and
         establishing the series of Certificates issued or to be issued
         in respect thereof, with reference to such Trust and such series
         of Certificates, as this Basic Agreement as so supplemented may
         be further supplemented with respect to such Trust and such
         series of Certificates.

         Act:  With respect to any Certificateholder has the meaning
specified in Section 1.04.

         Affiliate:  With respect to any specified Person, means any other
Person directly or indirectly controlling or controlled by or
under direct or indirect common control with such Person.  For the purposes of
this definition, "control", when used with respect to any specified

                                   -2-

<PAGE>

Person, means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise, and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.

         Aircraft:  Means one or more aircraft, including engines
therefor, owned by or leased to the Company and securing one or more
Equipment Notes.

         Authorized Agent:  With respect to the Certificates of any
series, means any Paying Agent or Registrar for the Certificates of such
series.

         Basic Agreement:  Means this Pass Through Trust Agreement, as
the same may from time to time be supplemented, amended or modified, but
does not include any Trust Supplement.

         Book-Entry Certificates:  With respect to the Certificates of
any series, means a beneficial interest in the Certificates of such
series, ownership and transfers of which shall be made through book
entries as described in Section 3.09.

         Business Day:  With respect to the Certificates of any series, means
any day other than a Saturday, a Sunday or a day on which commercial banks are
required or authorized to close in Minneapolis, Minnesota or New York,
New York; and, so long as any such Certificate is outstanding, a city and
state in which the Trustee or any related Loan Trustee maintains its
Corporate Trust Office or receives and disburses funds.

         Certificate:  Means any one of the certificates executed and
authenticated by the Trustee, substantially in the form of Exhibit A
hereto.

         Certificate Account:  With respect to the Certificates of any
series, means the account or accounts created and maintained for such
series pursuant to Section 4.01(a) and the related Trust Supplement.

         Certificateholder or Holder:  With respect to the Certificates
of any series, means the Person in whose name a Certificate of such
series is registered in the Register for Certificates of such series.

         Certificate Owner:  With respect to the Certificates of any
series, means, for purposes of Section 3.09, the Person who owns a Book-
Entry Certificate of such series.

         Clearing Agency:  Means an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act
of 1934, as amended.

         Clearing Agency Participant:  Means a broker, dealer, bank,
other financial institution or other Person for whom from time to time a


                                   -3-

<PAGE>

Clearing Agency effects, directly or indirectly, book-entry transfers and
pledges of securities deposited with the Clearing Agency.

         Company:  Means Northwest Airlines, Inc., a Minnesota
corporation, or its successor in interest pursuant to Section 5.02.

         Controlling Party:  Means the Person entitled to act as such
pursuant to the terms of any Intercreditor Agreement.

         Corporate Trust Office:  With respect to the Trustee or any Loan
Trustee, means the office of such trustee in the city at which at any
particular time its corporate trust business shall be principally
administered.

         Cut-off Date:  With respect to the Certificates of any series,
means the date designated as such in the Trust Supplement establishing
such series.

         Definitive Certificates:  With respect to the Certificate of any
series, has the meaning specified in Section 3.09.

         Direction:  Has the meaning specified in Section 1.04(c).

         Equipment Note:  With respect to the Certificates of any series,
has the meaning given to "Secured Certificate" in the related Indenture.

         ERISA:  Means the Employee Retirement Income Security Act of
1974, as amended from time to time, or any successor federal statute.

         Escrow Account:  With respect to the Certificates of any series,
has the meaning specified in Section 2.02(b).

         Escrowed Funds:  With respect to any Trust, has the meaning
specified in Section 2.02(b).

         Event of Default:  Means, in respect of any Trust, the
occurrence of an Indenture Default under any Indenture pursuant to which
Equipment Notes held by such Trust were issued.

         Fractional Undivided Interest:  Means the fractional undivided
interest in a Trust that is evidenced by a Certificate relating to such
Trust.

         Guarantor:   Means Northwest Airlines Corporation, a Delaware
corporation, or its successor in interest.

         Indenture:  With respect to any Trust, means each of the one or
more separate trust indenture and security agreements described in, or on
a schedule attached to, this Agreement which relates to an issue of
Equipment Notes to be held in such Trust and an indenture having
substantially the same terms and conditions as such trust indenture and
security agreement and which relates to a Substitute Aircraft; as each


                                   -4-

<PAGE>

such agreement may be amended or supplemented in accordance with its
respective terms; and Indentures means all of such agreements.

         Indenture Default:  With respect to any Indenture, means any
Indenture Event of Default (as such term is defined in such Indenture).

         Initial Regular Distribution Date:  With respect to the
Certificates of any series, means the first Regular Distribution Date on
which a Scheduled Payment is to be made.

         Intercreditor Agreement:  Means any agreement by and among one
or more Trusts, one or more Liquidity Providers and a Subordination Agent
providing for the distribution of payments made in respect of Equipment
Notes held by such Trusts.

         Issuance Date:   With respect to the Certificates of any series,
means the date of the issuance of such Certificates.

         Lease:  Means any lease between an Owner Trustee, as the lessor,
and the Company, as the lessee, referred to in the related Indenture, as
each such lease may be amended or supplemented in accordance with its
respective terms; and Leases means all such Leases.

         Letter of Representations:  With respect to the Certificates of
any series, means the agreement among the Company, the Trustee and the
initial Clearing Agency substantially in the form attached as an Exhibit
to the related Trust Supplement.

         Liquidity Facility:  With respect to the Certificates of any
Series, means any revolving credit agreement or similar facility relating
to the Certificates of such series between a Liquidity Provider and a
Subordination Agent, as amended, replaced, supplemented or otherwise
modified from time to time in accordance with its terms and the terms of
any Intercreditor Agreement.

         Liquidity Provider:  With respect to the Certificates of any
Series, means a bank or other financial institution that agrees to
provide Liquidity Facilities for the benefit of the holders of
Certificates of such series.

         Loan Trustee:  With respect to any Equipment Note or the
Indenture applicable thereto, means the bank or trust company designated
as loan or indenture trustee under such Indenture; and any successor to
such Loan Trustee as such trustee; and Loan Trustees means all of the
Loan Trustees under the Indentures.

         Note Documents:  With respect to any Equipment Note, means the
related Indenture, Note Purchase Agreement, and if the related Aircraft
is leased to the Company, the related Lease and the related Owner
Trustee's Purchase Agreement.

         Note Purchase Agreement:  With respect to the Certificates of
any series, means any note purchase, refunding, participation or similar

                                   -5-

<PAGE>

agreement providing for, among other things, the purchase of Equipment
Notes by the Trustee on behalf of the relevant Trust; and Note Purchase
Agreements means all such agreements.

         Officer's Certificate:  Means a certificate signed, (a) in the
case of the Guarantor or the Company, by (i) a Co-Chairman of the Board
of Directors, the President or any Executive Vice President or Senior
Vice President of the Guarantor or the Company, signing alone or (ii) any
Vice President of the Guarantor or the Company signing together with the
Secretary, the Assistant Secretary, the Treasurer or any Assistant
Treasurer of the Guarantor or the Company, or (b) in the case of the
Trustee or an Owner Trustee or a Loan Trustee, a Responsible Officer of
the Trustee or such Owner Trustee or such Loan Trustee, as the case may
be.

         Other Agreements:  Has the meaning specified in Section 6.01(b).

         Opinion of Counsel:  Means a written opinion of legal counsel
who (a) in the case of counsel for the Guarantor or the Company, may be
(i) a senior attorney in rank of the officers of the Guarantor or the
Company a principal duty of which is furnishing advice as to legal
matters, (ii) Simpson Thacher & Bartlett or (iii) such other counsel
designated by the Guarantor or the Company and reasonably acceptable to
the Trustee and (b) in the case of any Owner Trustee or any Loan Trustee,
may be such counsel as may be designated by any of them whether or not
such counsel is an employee of any of them, and who shall be reasonably
acceptable to the Trustee.

         Outstanding:  With respect to Certificates of any series, means,
as of the date of determination, all Certificates of such series
theretofore authenticated and delivered under this Agreement, except:

                 (i)      Certificates of such series theretofore
         cancelled by the Registrar or delivered to the Trustee or the
         Registrar for cancellation;

                 (ii)     All of the Certificates of such series if money
         in the full amount required to make the final distribution with
         respect to such series pursuant to Section 11.01 hereof has been
         theretofore deposited with the Trustee in trust for the Holders
         of the Certificates of such series as provided in Section 4.01
         pending distribution of such money to such Certificateholders
         pursuant to such final distribution payment; and

                 (iii)    Certificates of such series in exchange for or
         in lieu of which other Certificates of such series have been
         authenticated and delivered pursuant to this Agreement.

         Owner Participant:  With respect to any Equipment Note, means
the "Owner Participant", if any, as referred to in the Indenture pursuant
to which such Equipment Note is issued and any permitted successor or
assign of such Owner Participant; and Owner Participants at any time of


                                   -6-

<PAGE>

determination means all of the Owner Participants thus referred to in the
Indentures.

         Owner Trustee:  with respect to any Equipment Note, means the
"Owner Trustee", if any, as referred to in the Indenture pursuant to
which such Equipment Note is issued, not in its individual capacity but
solely as trustee; and Owner Trustees means all of the Owner Trustees
party to any of the respective Indentures.

         Owner Trustee's Purchase Agreement:  With respect to the
Certificates of any series, if the related Aircraft is leased to the
Company, has the meaning specified therefor in the related Lease.

         Paying Agent:  With respect to the Certificates of any series,
means the paying agent maintained and appointed for the Certificates of
such series pursuant to Section 7.11.

         Permitted Investments:  Means obligations of the United States
of America or agencies or instrumentalities thereof for the payment of
which the full faith and credit of the United States of America is
pledged, maturing in not more than 60 days or such lesser time as is
necessary for payment of any Special Payments on a Special Distribution
Date.

         Person:  Means any person, including any individual,
corporation, partnership, joint venture, association, joint stock
company, trust, unincorporated organization, or government or any agency
or political subdivision thereof.

         Pool Balance:  Means, as of any date, (i) the original aggregate
face amount of the Certificates of any series less (ii) the aggregate
amount of all payments made in respect of such Certificates other than
payments made in respect of interest or premium thereon or reimbursement
of any costs or expenses incurred in connection therewith.  The Pool
Balance as of any Distribution Date shall be computed after giving effect
to the payment of principal, if any, on the Equipment Notes or other
Trust Property held in the Trust and the distribution thereof to be made
on such Distribution Date.

         Pool Factor:  Means, with respect to any series of Certificates
as of any date, the quotient (rounded to the seventh decimal place)
computed by dividing (i) the Pool Balance of such series as at such date
by (ii) the original aggregate face amount of the Certificates of such
series.  The Pool Factor as of any Distribution Date shall be computed
after giving effect to the payment of principal, if any, on the Equipment
Notes or other Trust Property and the distribution thereof to be made on
such Distribution Date.

         Postponed Notes:  With respect to any Trust or the related
series of Certificates, means the Equipment Notes to be held in such
Trust as to which a Postponement Notice shall have been delivered
pursuant to Section 2.02(b).


                                   -7-

<PAGE>

         Postponement Notice:  With respect to any Trust or the related
series of Certificates, means an Officer's Certificate of the Company
signed by an officer of the Company (1) requesting that the Trustee
temporarily postpone purchase of the related Equipment Notes to a date
later than the Issuance Date of such series of Certificates, (2)
identifying the amount of the purchase price of each such Equipment Note
and the aggregate purchase price for all such Equipment Notes, (3)
setting forth the reasons for such postponement and (4) with respect to
each such Equipment Note, either (a) setting or resetting a new Transfer
Date (which shall be on or prior to the applicable Cut-off Date) for
payment by the Trustee of such purchase price and issuance of the related
Equipment Note, or (b) indicating that such new Transfer Date (which
shall be on or prior to the applicable Cut-off Date) will be set by
subsequent written notice not less than one Business Day prior to such
new Transfer Date.

         PTC Event of Default:  Means any failure to pay within 10
Business Days of the due date thereof:  (i) the outstanding Pool Balance
on a date specified in any Trust Supplement or (ii) interest due on the
Certificates of any series on any Distribution Date.

         Record Date:  With respect to any Trust or the related series of
Certificates, means (i) for Scheduled Payments to be distributed on any
Regular Distribution Date, other than the final distribution, with
respect to such series, the 15th day (whether or not a Business Day)
preceding such Regular Distribution Date, and (ii) for Special Payments
to be distributed on any Special Distribution Date, other than the final
distribution, with respect to such series, the 15th day (whether or not a
Business Day) preceding such Special Distribution Date.

         Register and Registrar:  With respect to the Certificates of any
series, mean the register maintained and the registrar appointed for such
series pursuant to Sections 3.04 and 7.11.

         Regular Distribution Date:  With respect to distributions of
Scheduled Payments in respect of any series of Certificates, means each
date designated as such in this Agreement, until payment of all the
Scheduled Payments to be made under the Equipment Notes held in such
Trust has been made.

         Request:  Means a request by the Company setting forth the
subject matter of the request accompanied by an Officer's Certificate and
an Opinion of Counsel as provided in Section 1.02 of this Basic
Agreement.

         Responsible Officer:  With respect to any Trustee, any Loan
Trustee and any Owner Trustee, means any officer in the Corporate Trust
Division of the Trustee, Loan Trustee or Owner Trustee or any other
officer customarily performing functions similar to those performed by
the persons who at the time shall be such officers, respectively, or to
whom any corporate trust matter is referred because of his knowledge of
and familiarity with a particular subject.


                                   -8-

<PAGE>

         Scheduled Payment:  With respect to any Equipment Note, means
any payment of principal and interest on such Equipment Note or any
payment of interest on the Certificates of any series with funds drawn
under the Liquidity Facility for such series (other than any such payment
which is not in fact received by the Trustee or any Subordination Agent
within five days of the date on which such payment is scheduled to be
made) due from the obligor thereon which payment represents the
installment of principal at the stated maturity of such installment of
principal on such Equipment Note, the payment of regularly scheduled
interest accrued on the unpaid principal amount of such Equipment Note,
or both; provided that any payment of principal, premium, if any, or
interest resulting from the redemption or purchase of any Equipment Note
shall not constitute a Scheduled Payment.

         SEC:  Means the Securities and Exchange Commission, as from time
to time constituted or created under the Securities Exchange Act of 1934,
or, if at any time after the execution of this instrument such Commission
is not existing and performing the duties now assigned to it under the
Trust Indenture Act, then the body performing such duties on such date.

         Special Distribution Date:  With respect to the Certificates of
any series, means each date on which a Special Payment is to be
distributed as specified in this Agreement.

         Special Payment:  Means (i) any payment (other than a Scheduled
Payment) in respect of, or any proceeds of, any Equipment Note or Trust
Indenture Estate (as defined in each Indenture) or (ii) the amounts
required to be distributed pursuant to the last paragraph of Section
2.02(b) or (iii) the amounts required to be distributed pursuant to the
penultimate paragraph of Section 2.02(b).

         Special Payments Account:  With respect to the Certificates of
any series, means the account or accounts created and maintained for such
series pursuant to Section 4.01(b) and the related Trust Supplement.

         Specified Investments:  With respect to any Trust, means, unless
otherwise specified in the related Trust Supplement, (i) obligations of,
or guaranteed by, the United States Government or agencies thereof, (ii)
open market commercial paper of any corporation incorporated under the
laws of the United States of America or any State thereof rated at least
P-2 or its equivalent by Moody's Investors Service, Inc. or at least A-2
or its equivalent by Standard & Poor's Rating Group, (iii) certificates
of deposit issued by commercial banks organized under the laws of the
United States or of any political subdivision thereof having a combined
capital and surplus in excess of $500,000,000 which banks or their
holding companies have a rating of A or its equivalent by Moody's
Investors Service, Inc. or Standard & Poor's Rating Group; provided,
however, that the aggregate amount at any one time so invested in
certificates of deposit issued by any one bank shall not exceed 5% of
such bank's capital and surplus, (iv) U.S. dollar denominated offshore
certificates of deposit issued by, or offshore time deposits with, any
commercial bank described in (iii) or any subsidiary thereof and (v)
repurchase agreements with any financial institution having combined

                                   -9-

<PAGE>

capital and surplus of at least $500,000,000 with any of the obligations
described in clauses (i) through (iv) as collateral; provided further
that if all of the above investments are unavailable, the entire amounts
to be invested may be used to purchase Federal Funds from an entity
described in clause (iii) above; and provided further that no investment
shall be eligible as a "Specified Investment" unless the final maturity
or date of return of such investment is on or before the Special
Distribution Date next following the Cut-off Date, if any, for such Trust
by more than 20 days.

         Subordination Agent:  Shall have the meaning specified therefor
in any Intercreditor Agreement.

         Substitute Aircraft:  With respect to any Trust, means any
Aircraft of a type specified in this Agreement and, at the election of
the Company, substituted prior to the applicable Cut-off Date, if any,
pursuant to the terms of this Agreement.

         Transfer Date:  Has the meaning assigned to that term or any of
the terms "Delivery Date", "Funding Date" or "Closing Date" in a Note
Purchase Agreement.

         Triggering Event:  Shall have the meaning specified therefor in
any Intercreditor Agreement.

         Trust:  With respect to the Certificates of any series, means
the trust under this Agreement.

         Trustee:  Means the institution executing this Basic Agreement
as Trustee, or its successor in interest, and any successor trustee
appointed as provided herein.

         Trust Indenture Act:  Except as otherwise provided in Section
9.06, means the Trust Indenture Act of 1939 as in force at the date as of
which this Basic Agreement was executed.

         Trust Property:  With respect to any Trust, means (i) the
Equipment Notes held as the property of such Trust, all monies at any
time paid thereon and all monies due and to become due thereunder, (ii)
the rights of such Trust under any Intercreditor Agreement, including all
monies receivable in respect of such rights, (iii) all monies receivable
under any Liquidity Facility for such Trust and (iv) funds from time to
time deposited in the related Escrow Account, the related Certificate
Account and the related Special Payments Account and any proceeds from
the sale by the Trustee pursuant to Article VI hereof of any such
Equipment Note.

         Trust Supplement:  Means an agreement supplemental hereto
pursuant to which (i) a separate Trust is created for the benefit of the
Holders of the Certificates of a series, (ii) the issuance of the
Certificates of such series representing fractional undivided interests
in such Trust is authorized and (iii) the terms of the Certificates of
such series are established.

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<PAGE>

         Section 1.02.  Compliance Certificates and Opinions.  Upon any
application or request by the Company, any Owner Trustee or any Loan
Trustee to the Trustee to take any action under any provision of this
Basic Agreement or, in respect of the Certificates of any series, this
Agreement, the Company, such Owner Trustee or such Loan Trustee, as the
case may be, shall furnish to the Trustee an Officers' Certificate
stating that, in the opinion of the signers, all conditions precedent, if
any, provided for in this Basic Agreement or this Agreement relating to
the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that in the case of
any such application or request as to which the furnishing of such
documents is specifically required by any provision of this Basic
Agreement or this Agreement relating to such particular application or
request, no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Basic Agreement or, in respect
of the Certificates of any series, this Agreement (other than a
certificate provided pursuant to Section 8.04(d)) or any Trust Supplement
shall include:

                 (1)      a statement that each individual signing such
         certificate or opinion has read such covenant or condition and
         the definitions in this Basic Agreement or this Agreement
         relating thereto;

                 (2)      a brief statement as to the nature and scope of
         the examination or investigation upon which the statements or
         opinions contained in such certificate or opinion are based;

                 (3)      a statement that, in the opinion of each such
         individual, he has made such examination or investigation as is
         necessary to enable him to express an informed opinion as to
         whether or not such covenant or condition has been complied
         with; and

                 (4)      a statement as to whether, in the opinion of
         each such individual, such condition or covenant has been
         complied with.

         Section 1.03.  Form of Documents Delivered to Trustee. In any
case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but
one such Person may certify or give an opinion with respect to some
matters and one or more other such Persons as to other matters and any
such Person may certify or give an opinion as to such matters in one or
several documents.

         Any Opinion of Counsel stated to be based on the opinion of
other counsel shall be accompanied by a copy of such other opinion.

                                   -11-

<PAGE>

         Where any Person is required to make, give or execute two or
more applications, requests, consents, certificates, statements, opinions
or other instruments under this Basic Agreement or, in respect of the
Certificates of any series, this Agreement, they may, but need not, be
consolidated and form one instrument.

         Section 1.04.  Acts of Certificateholders.  (a)  Any direction,
consent, waiver or other action provided by this Agreement in respect of
the Certificates of any series to be given or taken by Certificateholders
may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Certificateholders in person
or by an agent or proxy duly appointed in writing; and, except as herein
otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Trustee and, where it
is hereby expressly required pursuant to this Agreement, to the Company
or any Loan Trustee. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Certificateholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of such
Trust Supplement and conclusive in favor of the Trustee, the Company and
the related Loan Trustee, if made in the manner provided in this Section.


         (b)     The fact and date of the execution by any Person of any
such instrument or writing may be proved by the certificate of any notary
public or other officer of any jurisdiction authorized to take
acknowledgments of deeds or administer oaths that the Person executing
such instrument acknowledged to him the execution thereof, or by an
affidavit of a witness to such execution sworn to before any such notary
or such other officer and where such execution is by an officer of a
corporation or association or a member of a partnership, on behalf of
such corporation, association or partnership, such certificate or
affidavit shall also constitute sufficient proof of his authority. The
fact and date of the execution of any such instrument or writing, or the
authority of the Person executing the same, may also be proved in any
other reasonable manner which the Trustee deems sufficient.

         (c)     In determining whether the Certificateholders of the
requisite Fractional Undivided Interests of Certificates of any series
Outstanding have given any direction, consent or waiver (a "Direction"),
under this Agreement, Certificates owned by the Company, the Guarantor,
any related Owner Trustee, any related Owner Participant or any Affiliate
of any such Person shall be disregarded and deemed not to be Outstanding
for purposes of any such determination. In determining whether the
Trustee shall be protected in relying upon any such Direction, only
Certificates which the Trustee knows to be so owned shall be so
disregarded. Notwithstanding the foregoing, (i) if any such Person owns
100% of the Certificates of any series Outstanding, such Certificates
shall not be so disregarded as aforesaid, and (ii) if any amount of
Certificates of such series so owned by any such Person have been pledged
in good faith, such Certificates shall not be disregarded as aforesaid if
the pledgee establishes to the satisfaction of the Trustee the pledgee's

                                   -12-

<PAGE>

right so to act with respect to such Certificates and that the pledgee is
not the Company, the Guarantor, any related Owner Trustee, any related
Owner Participant or any Affiliate of any such Person.

         (d)     The Company may at its option by delivery of an
Officer's Certificate to the Trustee set a record date to determine the
Certificateholders in respect of the Certificates of any series, entitled
to give any consent, request, demand, authorization, direction, notice,
waiver or other Act.  Notwithstanding Section 316(c) of the Trust
Indenture Act, such record date shall be the record date specified in
such Officer's Certificate which shall be a date not more than 30 days
prior to the first solicitation of Certificateholders in connection
therewith.  If such a record date is fixed, such consent, request,
demand, authorization, direction, notice, waiver or other Act may be
given before or after such record date, but only the Certificateholders
of record of the applicable series at the close of business on such
record date shall be deemed to be Certificateholders for the purposes of
determining whether Certificateholders of the requisite proportion of
Outstanding Certificates of such series have authorized or agreed or
consented to such consent, request, demand, authorization, direction,
notice, waiver or other Act, and for that purpose the Outstanding
Certificates of such series shall be computed as of such record date;
provided that no such consent, request, demand, authorization, direction,
notice, waiver or other Act by the Certificateholders on such record date
shall be deemed effective unless it shall become effective pursuant to
the provisions of this Basic Agreement not later than one year after the
record date.

         (e)     Any direction, consent, waiver or other action by the
Certificateholder of any Certificate shall bind the Certificateholder of
every Certificate issued upon the transfer thereof or in exchange
therefor or in lieu thereof, whether or not notation of such action is
made upon such Certificate.

         (f)     Except as otherwise provided in Section 1.04(c),
Certificates of any series owned by or pledged to any Person shall have
an equal and proportionate benefit under the provisions of this
Agreement, without preference, priority, or distinction as among all of
the Certificates of such series.

                                ARTICLE II

                    ORIGINAL ISSUANCE OF CERTIFICATES;
                      ACQUISITION OF EQUIPMENT NOTES

         Section 2.01.  Amount Unlimited; Issuable in Series.

         (a)     The aggregate principal amount of Certificates of each
series which may be authenticated and delivered under this Basic
Agreement is limited to an amount equal to the aggregate principal amount
of the Equipment Notes held in the related Trust.  The Certificates may
be issued from time to time in one or more series and shall be designated
generally as the "Pass Through Certificates", with such further

                                   -13-

<PAGE>

designations added or incorporated in such title for the Certificates of
each series as specified in the related Trust Supplement.  Each
Certificate shall bear upon its face the designation so selected for the
series to which it belongs.  All Certificates of the same series shall be
substantially identical except that the Certificates of a series may
differ as to denomination and as may otherwise be provided in the Trust
Supplement establishing the Certificates of such series.  Each series of
Certificates issued pursuant to this Agreement will evidence fractional
undivided interests in the related Trust and, except as may be contained
in any Intercreditor Agreement, will have no rights, benefits or
interests in respect of any other Trust or the Trust Property held
therein.  All Certificates of the same series shall be in all respects
equally and ratably entitled to the benefits of this Agreement without
preference, priority or distinction on account of the actual time or
times of authentication and delivery, all in accordance with the terms
and provisions of this Agreement.

         (b)     The following matters shall be established with respect
to the Certificates of each series issued hereunder by a Trust Supplement
executed and delivered by and among the Company, the Guarantor and the
Trustee:

                 (1)      the formation of the Trust as to which the
         Certificates of such series represent fractional undivided
         interests and its designation (which designation shall
         distinguish such Trust from each other Trust created under this
         Basic Agreement and a Trust Supplement);

                 (2)      the specific title of the Certificates of such
         series (which title shall distinguish the Certificates of such
         series from each other series of Certificates created under this
         Basic Agreement and a Trust Supplement);

                 (3)      any limit upon the aggregate principal amount
         of the Certificates of such series which may be authenticated
         and delivered (which limit shall not pertain to Certificates
         authenticated and delivered upon registration of transfer of, or
         in exchange for, or in lieu of, other Certificates of the series
         pursuant to Sections 3.03, 3.04 and 3.05);

                 (4)      the Cut-off Date with respect to the
         Certificates of such series;

                 (5)      the Regular Distribution Dates applicable to
         the Certificates of such series;

                 (6)      the Special Distribution Dates applicable to
         the Certificates of such series;

                 (7)      if other than as provided in Section 7.11(b),
         the Registrar or the Paying Agent for the Certificates of such
         series, including any Co-Registrar or additional Paying Agent;


                                   -14-

<PAGE>

                 (8)      if other than as provided in Section 3.01, the
         denominations in which the Certificates of such series shall be
         issuable;

                 (9)      if other than United States dollars, the
         currency or currencies (including currency units) in which the
         Certificates of such series shall be denominated;

                 (10)     the specific form of the Certificates of such
         series (including the interest rate applicable thereto) and
         whether or not Certificates of such series are to be issued as
         Book-Entry Certificates and, if such Certificates are to be
         Book-Entry Certificates, the form of Letter of Representations,
         if any (or, in the case of any Certificates denominated in a
         currency other than United States dollars and if other than as
         provided in Section 3.09, whether and the circumstances under
         which beneficial owners of interests in such Certificates in
         permanent global form may exchange such interests for
         Certificates of such series and of like tenor of any authorized
         form and denomination);

                 (11)     a description of the Equipment Notes to be
         acquired and held in the related Trust and of the related
         Aircraft and Note Documents;

                 (12)     provisions with respect to the terms for which
         the definitions set forth in Article I hereof or the terms of
         Section 11.01 hereof permit or require further specification in
         the related Trust Supplement;

                 (13)     any restrictions (including legends) in respect
         of ERISA;

                 (14)     whether such series will be subject to an
         Intercreditor Agreement and, if so, the specific designation of
         such Intercreditor Agreement; and

                 (15)     any other terms of the Certificates of such
         series (which terms shall not be inconsistent with the
         provisions of the Trust Indenture Act), including any terms
         which may be required or advisable under United States laws or
         regulations or advisable in connection with the marketing of
         Certificates of the series.

         (c)     At any time and from time to time after the execution
and delivery of this Basic Agreement and a Trust Supplement forming a
Trust and establishing the terms of Certificates of a series,
Certificates of such series shall be executed, authenticated and
delivered by the Trustee to the Person or Persons specified by the
Company upon request of the Company and upon satisfaction of any
conditions precedent set forth in such Trust Supplement or in any other
document to which a Trustee is a party relating to the issuance of the
Certificates of such series.

                                   -15-

<PAGE>

         Section 2.02.  Acquisition of Equipment Notes.

         (a)     Unless otherwise specified in the related Trust
Supplement, on or prior to the Issuance Date of the Certificates of a
series, the Trustee shall execute and deliver the related Note Purchase
Agreements in the form delivered to the Trustee by the Company.  The
Trustee shall issue and sell such Certificates, in authorized
denominations and in such Fractional Undivided Interests, so as to result
in the receipt of consideration in an amount equal to the aggregate
purchase price of such Equipment Notes and, concurrently therewith, the
Trustee shall purchase, pursuant to the terms and conditions of the Note
Purchase Agreements, the Equipment Notes at a purchase price equal to the
amount of such consideration so received. Except as provided in Sections
3.03, 3.04 and 3.05 hereof, the Trustee shall not execute, authenticate
or deliver Certificates of such series in excess of the aggregate amount
specified in this paragraph.  The provisions of this Subsection (a) are
subject to the provisions of Subsection (b) below.

         (b)     If on or prior to the Issuance Date with respect to a
series of Certificates the Company shall deliver to the Trustee a
Postponement Notice relating to one or more Postponed Notes, the Trustee
shall postpone the purchase of such Postponed Notes and shall deposit
into an escrow account (as to such Trust, the "Escrow Account") to be
maintained as a part of the related Trust an amount equal to the purchase
price of such Postponed Notes (the "Escrowed Funds").  The Escrowed Funds
so deposited shall be invested by the Trustee at the written direction
and risk of, and for the benefit of, the Company in Specified Investments
(i) maturing no later than any scheduled Transfer Date relating to such
series of Certificates or (ii) if no such Transfer Date has been
scheduled, maturing on the next Business Day, or (iii) if the Company has
given notice to the Trustee that any Postponed Notes will not be issued,
with respect to the portion of the Escrowed Funds relating to such
Postponed Notes, maturing on the next applicable Special Distribution
Date, if such investments are reasonably available for purchase.  The
Trustee shall make withdrawals from the Escrow Account only as provided
in this Agreement.  Upon request of the Company on one or more occasions
and the satisfaction of the closing conditions specified in the
applicable Note Purchase Agreements on or prior to the related Cut-off
Date, the Trustee shall purchase the applicable Postponed Notes with the
Escrowed Funds withdrawn from the Escrow Account.  The purchase price
shall equal the principal amount of such Postponed Notes.

         The Trustee shall hold all Specified Investments until the
maturity thereof and will not sell or otherwise transfer Specified
Investments.  If Specified Investments held in an Escrow Account mature
prior to any applicable Transfer Date, any proceeds received on the
maturity of such Specified Investments (other than any earnings thereon)
shall be reinvested by the Trustee at the written direction and risk of,
and for the benefit of, the Company in Specified Investments maturing as
provided in the preceding paragraph.

         Any earnings on Specified Investments received from time to time
by the Trustee shall be promptly distributed to the Company.  The Company

                                   -16-

<PAGE>

shall pay to the Trustee for deposit to the relevant Escrow Account an
amount equal to any losses on such Specified Investments as incurred.  On
the Initial Regular Distribution Date in respect of the Certificates of
any series, the Company will pay (in immediately available funds) to the
Trustee an amount equal to the interest that would have accrued on any
Postponed Notes, if any, purchased after the Issuance Date if such
Postponed Notes had been purchased on the Issuance Date, from the
Issuance Date to, but not including, the date of the purchase of such
Postponed Notes by the Trustee.

         If, in respect of the Certificates of any series, the Company
notifies the Trustee prior to the Cut-off Date that any Postponed Notes
will not be issued on or prior to the Cut-off Date for any reason, on the
next Special Distribution Date for such Certificates occurring more than
20 days following the date of such notice (i) the Company shall pay to
the Trustee for deposit in the related Special Payments Account, in
immediately available funds, an amount equal to the interest that would
have accrued on the Postponed Notes designated in such notice at a rate
equal to the interest rate applicable to such Certificates from the
Issuance Date to, but not including, such Special Distribution Date and
(ii) the Trustee shall transfer an amount equal to that amount of
Escrowed Funds that would have been used to purchase the Postponed Notes
designated in such notice and the amount paid by the Company pursuant to
the immediately preceding clause (i) to the related Special Payments
Account for distribution as a Special Payment in accordance with the
provisions hereof.

         If, on such Cut-off Date, an amount equal to less than all of
the Escrowed Funds (other than Escrowed Funds referred to in the
immediately preceding paragraph) has been used to purchase Postponed
Notes, on the next such Special Distribution Date occurring more than 20
days following such Cut-off Date (i) the Company shall pay to the Trustee
for deposit in such Special Payments Account, in immediately available
funds, an amount equal to the interest that would have accrued on such
Postponed Notes contemplated to be purchased with such unused Escrowed
Funds (other than Escrowed Funds referred to in the immediately preceding
paragraph) but not so purchased at a rate equal to the interest rate
applicable to such Certificates from the Issuance Date to, but not
including, such Special Distribution Date and (ii) the Trustee shall
transfer such unused Escrowed Funds and the amount paid by the Company
pursuant to the immediately preceding clause (i) to such Special Payments
Account for distribution as a Special Payment in accordance with the
provisions hereof.

         Section 2.03.  Acceptance by Trustee.  The Trustee, upon the
execution and delivery of a Trust Supplement creating a Trust and
establishing a series of Certificates, shall acknowledge its acceptance
of all right, title, and interest in and to the Equipment Notes to be
acquired pursuant to Section 2.02 hereof and the related Note Purchase
Agreements and shall declare that the Trustee holds and will hold such
right, title, and interest, together with all other property constituting
the Trust Property of such Trust, for the benefit of all then present and
future Certificateholders of such series, upon the trusts herein and in

                                   -17-

<PAGE>

such Trust Supplement set forth. By its payment for and acceptance of
each Certificate of such series issued to it under this Agreement, each
initial Certificateholder of such series as grantor of such Trust shall
thereby join in the creation and declaration of such Trust.

         Section 2.04.  Limitation of Powers.  Each Trust shall be
constituted solely for the purpose of making the investment in the
Equipment Notes provided for in the related Trust Supplement, and, except
as set forth herein or in this Agreement, the Trustee shall not be
authorized or empowered to acquire any other investments or engage in any
other activities and, in particular, the Trustee shall not be authorized
or empowered to do anything that would cause such Trust to fail to
qualify as a "grantor trust" for federal income tax purposes (including
as subject to this restriction, acquiring the Aircraft (as defined in the
respective related Indentures) by bidding such Equipment Notes or
otherwise, or taking any action with respect to any such Aircraft once
acquired).

                               ARTICLE III

                             THE CERTIFICATES

         Section 3.01.  Form, Denomination and Execution of Certificates.
The Certificates of each series shall be issued in fully registered form
without coupons and shall be substantially in the form attached hereto as
Exhibit A, with such omissions, variations and insertions as are
permitted by this Agreement, and may have such letters, numbers or other
marks of identification and such legends or endorsements printed,
lithographed or engraved thereon, as may be required to comply with the
rules of any securities exchange on which such Certificates may be listed
or to conform to any usage in respect thereof, or as may, consistently
herewith, be prescribed by the Trustee or by the officer executing such
Certificates, such determination by said officer to be evidenced by his
signing the Certificates.

         Except as provided in Section 3.09, the definitive Certificates
of such series shall be printed, lithographed or engraved or produced by
any combination of these methods or may be produced in any other manner
permitted by the rules of any securities exchange on which the
Certificates may be listed, all as determined by the officer executing
such Certificates, as evidenced by his execution of such Certificates.

         Except as otherwise provided in the related Trust Supplement,
the Certificates of each series shall be issued in minimum denominations
of $1,000 or integral multiples thereof except that one Certificate of
such series may be issued in a denomination of less than $1,000.

         The Certificates of such series shall be executed on behalf of
the Trustee by manual or facsimile signature of a Responsible Officer of
the Trustee.  Certificates of any series bearing the manual or facsimile
signature of an individual who was, at the time when such signature was
affixed, authorized to sign on behalf of the Trustee shall be valid and
binding obligations of the Trustee, notwithstanding that such individual

                                   -18-

<PAGE>

has ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such office at the date of such
Certificates.  No Certificate of any series shall be entitled to any
benefit under this Agreement, or be valid for any purpose unless there
appears on such Certificate a certificate of authentication substantially
in the form set forth in Exhibit A hereto executed by the Trustee by
manual signature, and such certificate of authentication upon any
Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder.
All Certificates of any series shall be dated on the date of their
authentication.

         Section 3.02.  Authentication of Certificates.  The Trustee
shall duly authenticate and deliver Certificates of each series in
authorized denominations equalling in the aggregate the aggregate
principal amount of the Equipment Notes to be purchased by the Trustee
pursuant to the related Note Purchase Agreements, and evidencing the
entire ownership of the related Trust.

         Section 3.03.  Temporary Certificates.  Pending the preparation
of definitive Certificates of any series, the Trustee may execute,
authenticate and deliver temporary Certificates of such series which are
printed, lithographed, typewritten, or otherwise produced, in any
denomination, containing substantially the same terms and provisions as
set forth in Exhibit A hereto, except for such appropriate insertions,
omissions, substitutions and other variations relating to their temporary
nature as the officer executing such temporary Certificates may
determine, as evidenced by its execution of such temporary Certificates.

         If temporary Certificates of any series are issued, the Company
will cause definitive Certificates of such series to be prepared without
unreasonable delay.  After the preparation of definitive Certificates of
such series, the temporary Certificates shall be exchangeable for
definitive Certificates upon surrender of such temporary Certificates at
the Corporate Trust Office of the Trustee, or at the office or agency of
the Trustee maintained in accordance with Section 7.11, without charge to
the holder.  Upon surrender for cancellation of any one or more temporary
Certificates, the Trustee shall execute, authenticate and deliver in
exchange therefor definitive Certificates of like series, in authorized
denominations and of a like aggregate Fractional Undivided Interest.
Until so exchanged, such temporary Certificates shall in all respects be
entitled to the same benefits under this Agreement as definitive
Certificates.

         Section 3.04.  Registration of Transfer and Exchange of
Certificates.  The Trustee shall cause to be kept at the office or agency
to be maintained by it in accordance with the provisions of Section 7.11
a register (the "Register") for each series of Certificates in which,
subject to such reasonable regulations as it may prescribe, the Trustee
shall provide for the registration of Certificates of such series and of
transfers and exchanges of such Certificates as herein provided. The
Trustee shall initially be the registrar (the "Registrar") for the


                                   -19-

<PAGE>

purpose of registering Certificates of each series and transfers and
exchanges of such Certificates as herein provided.

         Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office or such other office or agency, the Trustee
shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of like series,
in authorized denominations of a like aggregate Fractional Undivided
Interest.

         At the option of a Certificateholder, Certificates may be
exchanged for other Certificates of like series, in authorized
denominations and of a like aggregate Fractional Undivided Interest, upon
surrender of the Certificates to be exchanged at any such office or
agency.  Whenever any Certificates are so surrendered for exchange, the
Trustee shall execute, authenticate and deliver the Certificates that the
Certificateholder making the exchange is entitled to receive.  Every
Certificate presented or surrendered for registration of transfer or
exchange shall be duly endorsed or accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Registrar duly
executed by the Certificateholder thereof or its attorney duly authorized
in writing.

         No service charge shall be made to a Certificateholder for any
registration of transfer or exchange of Certificates, but the Trustee
shall require payment of a sum sufficient to cover any tax or
governmental charge that may be imposed in connection with any transfer
or exchange of Certificates.

         All Certificates surrendered for registration of transfer and
exchange shall be cancelled and subsequently destroyed by the Trustee.

         Section 3.05.  Mutilated, Destroyed, Lost or Stolen
Certificates.  If (a) any mutilated Certificate is surrendered to the
Registrar, or the Registrar receives evidence to its satisfaction of the
destruction, loss or theft of any Certificate, and (b) there is delivered
to the Registrar and the Trustee such security, indemnity or bond, as may
be required by them to save each of them harmless, then, in the absence
of notice to the Registrar or the Trustee that such Certificate has been
acquired by a bona fide purchaser, the Trustee shall execute,
authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate or
Certificates of like series, in authorized denominations and of like
Fractional Undivided Interest. In connection with the issuance of any new
Certificate under this Section 3.05, the Trustee shall require the
payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee and the Registrar) connected
therewith.  Any duplicate Certificate issued pursuant to this Section
3.05 shall constitute conclusive evidence of the appropriate Fractional
Undivided Interest in the related Trust, as if originally issued, whether
or not the lost, stolen or destroyed Certificate shall be found at any
time.


                                   -20-

<PAGE>

         Section 3.06.  Persons Deemed Owners.  Prior to due presentation
of a Certificate for registration of transfer, the Trustee, the
Registrar, and any Paying Agent of the Trustee may treat the person in
whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions pursuant to Section 4.02 and
for all other purposes whatsoever, and neither the Trustee, the
Registrar, nor any Paying Agent of the Trustee shall be affected by any
notice to the contrary.

         Section 3.07.  Cancellation.  All Certificates surrendered for
payment or transfer or exchange shall, if surrendered to any Person party
hereto other than the Registrar, be delivered to the Registrar for
cancellation.  No Certificates shall be authenticated in lieu of or in
exchange for any Certificates cancelled as provided in this Section,
except as expressly permitted by this Agreement.  All cancelled
Certificates held by the Registrar shall be destroyed and a certification
of their destruction delivered to the Trustee.

         Section 3.08.  Limitation of Liability for Payments.  All
payments or distributions made to Certificateholders of any series under
the related Trust Supplement shall be made only from the Trust Property
of the related Trust and only to the extent that the Trustee shall have
sufficient income or proceeds from such Trust Property to make such
payments in accordance with the terms of Article IV of this Agreement.
Each Certificateholder, by its acceptance of a Certificate, agrees that
it will look solely to the income and proceeds from the Trust Property of
the related Trust to the extent available for distribution to such
Certificateholder as provided in this Agreement.

         Section 3.09.  Book-Entry and Definitive Certificates.

         (a) Except for one Certificate of each series that may be issued
in a denomination of less than $1,000, the Certificates of any series may
be issued in the form of one or more typewritten Certificates
representing the Book-Entry Certificates of such series, to be delivered
to The Depository Trust Company, the initial Clearing Agency, by, or on
behalf of, the Company.  In such case, the Certificates of such series
delivered to The Depository Trust Company shall initially be registered
on the Register in the name of CEDE & Co., the nominee of the initial
Clearing Agency, and no Certificate Owner will receive a definitive
certificate representing such Certificate Owner's interest in the
Certificates of such series, except as provided above and in Subsection
(d) below.  As to the Certificates of any series, except with respect to
the one Certificate of such series that may be issued in a denomination
of less than $1,000, unless and until definitive, fully registered
Certificates (the "Definitive Certificates") have been issued pursuant to
Subsection (d) below:

                 (i)      the provisions of this Section 3.09 shall be in
         full force and effect;

                 (ii)     the Company, the Paying Agent, the Registrar
         and the Trustee may deal with the Clearing Agency Participants

                                   -21-

<PAGE>

         for all purposes (including the making of distributions on the
         Certificates) as the authorized representatives of the
         Certificate Owners;

                 (iii)    to the extent that the provisions of this
         Section 3.09 conflict with any other provisions of this
         Agreement (other than the provisions of any Trust Supplement
         amending this Section 3.09 as permitted by this Basic
         Agreement), the provisions of this Section 3.09 shall control;

                 (iv)     the rights of Certificate Owners shall be
         exercised only through the Clearing Agency and shall be limited
         to those established by law and agreements between such
         Certificate Owners and the Clearing Agency Participants; and
         until Definitive Certificates are issued pursuant to Subsection
         (d) below, the Clearing Agency will make book-entry transfers
         among the Clearing Agency Participants and receive and transmit
         distributions of principal and interest and premium, if any, on
         the Certificates to such Clearing Agency Participants; and

                 (v)      whenever this Agreement requires or permits
         actions to be taken based upon instructions or directions of
         Certificateholders of such series holding Certificates of such
         series evidencing a specified percentage of the Fractional
         Undivided Interests in the related Trust, the Clearing Agency
         shall be deemed to represent such percentage only to the extent
         that it has received instructions to such effect from
         Certificate Owners and/or Clearing Agency Participants owning or
         representing, respectively, such required percentage of the
         beneficial interest in Certificates of such series and has
         delivered such instructions to the Trustee. The Trustee shall
         have no obligation to determine whether the Clearing Agency has
         in fact received any such instructions.

         (b)     Except with respect to the one Certificate of each
series that may be issued in a denomination of less than $1,000, whenever
notice or other communication to the Certificateholders of such series is
required under this Agreement, unless and until Definitive Certificates
shall have been issued pursuant to Subsection (d) below, the Trustee
shall give all such notices and communications specified herein to be
given to Certificateholders of such series to the Clearing Agency.

         (c)     Unless and until Definitive Certificates of a series are
issued pursuant to Subsection (d) below, on the Record Date prior to each
applicable Regular Distribution Date and Special Distribution Date, the
Trustee will request from the Clearing Agency a Securities Position
Listing setting forth the names of all Clearing Agency Participants
reflected on the Clearing Agency's books as holding interests in the
Certificates on such Record Date.

         (d)     If with respect to the Certificates of any series (i)
the Company advises the Trustee in writing that the Clearing Agency is no
longer willing or able to properly discharge its responsibilities and the

                                   -22-

<PAGE>

Trustee or the Company is unable to locate a qualified successor, (ii)
the Company at its option, advises the Trustee in writing that it elects
to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default, Certificate Owners of
Book-Entry Certificates of such series evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the related
Trust, by Act of said Certificate Owners delivered to the Company and the
Trustee, advise the Company, the Trustee and the Clearing Agency through
the Clearing Agency Participants in writing that the continuation of a
book-entry system through the Clearing Agency Participants is no longer
in the best interests of the Certificate Owners of such series, then the
Trustee shall notify all Certificate Owners of such series, through the
Clearing Agency, of the occurrence of any such event and of the
availability of Definitive Certificates.  Upon surrender to the Trustee
of all the Certificates of such series held by the Clearing Agency,
accompanied by registration instructions from the Clearing Agency
Participants for registration of Definitive Certificates in the names of
Certificate Owners of such series, the Trustee shall issue and deliver
the Definitive Certificates of such series in accordance with the
instructions of the Clearing Agency.  Neither the Company, the Registrar,
the Paying Agent nor the Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such registration instructions. Upon the
issuance of Definitive Certificates of such series, the Trustee shall
recognize the Person in whose name the Definitive Certificates are
registered in the Register as Certificateholders hereunder. Neither the
Company nor the Trustee shall be liable if the Trustee or the Company is
unable to locate a qualified successor Clearing Agency.

         (e)     Except as otherwise provided in the related Trust
Supplement, the Trustee shall enter into the applicable Letter of
Representations with respect to such series of Certificates and fulfill
its responsibilities thereunder.

         (f)     The provisions of this Section 3.09 may be made
inapplicable to any series or may be amended with respect to any series
in the related Trust Supplement.

                                ARTICLE IV

                       DISTRIBUTIONS; STATEMENTS TO
                            CERTIFICATEHOLDERS

         Section 4.01.  Certificate Account and Special Payments Account.


         (a) The Trustee shall establish and maintain on behalf of the
Certificateholders of each series a Certificate Account as one or more
non-interest-bearing accounts.  The Trustee shall hold the Certificate
Account in trust for the benefit of the Certificateholders of such
series, and shall make or permit withdrawals therefrom only as provided
in this Agreement.  On each day when a Scheduled Payment is made to the


                                   -23-

<PAGE>

Trustee, the Trustee, upon receipt thereof, shall immediately deposit the
aggregate amount of such Scheduled Payment into the Certificate Account.

         (b)     The Trustee shall establish and maintain on behalf of
the Certificateholders of each series a Special Payments Account as one
or more accounts, which shall be non-interest bearing except as provided
in Section 4.04.  The Trustee shall hold the Special Payments Account in
trust for the benefit of the Certificateholders of such series, and shall
make or permit withdrawals therefrom only as provided in this Agreement.
On each day when one or more Special Payments are made to the Trustee,
the Trustee, upon receipt thereof, shall immediately deposit the
aggregate amount of such Special Payments into the Special Payments
Account.

         (c)     The Trustee shall present to the Loan Trustee to which
an Equipment Note relates such Equipment Note on the date of its stated
final maturity or, in the case of any Equipment Note which is to be
redeemed in whole pursuant to the relevant Indenture, on the applicable
redemption date under such Indenture.

         Section 4.02.  Distributions from Certificate Account and
Special Payments Account.

         (a)     On each Regular Distribution Date with respect to a
series of Certificates or as soon thereafter as the Trustee has confirmed
receipt of the payment of the Scheduled Payments due on the Equipment
Notes held in the related Trust on such date, the Trustee shall
distribute out of the applicable Certificate Account the entire amount
deposited therein pursuant to Section 4.01(a).  There shall be so
distributed to each Certificateholder of record of such series on the
Record Date with respect to such Regular Distribution Date (other than as
provided in Section 11.01 concerning the final distribution), by check
mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the aggregate amount in the applicable Certificate
Account.

         (b)     On each Special Distribution Date with respect to any
Special Payment with respect to a series of Certificates or as soon
thereafter as the Trustee has confirmed receipt of the Special Payments
due on the Equipment Notes held in the related Trust or realized upon the
sale of such Equipment Note, the Trustee shall distribute out of the
applicable Special Payments Account the entire amount deposited therein
pursuant to Section 4.01(b) of such Special Payment.  There shall be so
distributed to each Certificateholder of record of such series on the
Record Date with respect to such Special Distribution Date (other than as
provided in Section 11.01 concerning the final distribution), by check
mailed to such Certificateholder at the address appearing in the
Register, such Certificateholder's pro rata share (based on the aggregate
Fractional Undivided Interest in the related Trust held by such
Certificateholder) of the aggregate amount in the applicable Special
Payments Account on account of such Special Payment.

                                   -24-

<PAGE>

         (c)     The Trustee shall, at the expense of the Company, cause
notice of each Special Payment with respect to a series of Certificates
to be mailed to each Certificateholder of such series at his address as
it appears in the Register.  In the event of redemption or purchase of
Equipment Notes held in the related Trust, such notice shall be mailed
not less than 20 days prior to the date any such Special Payment is
scheduled to be distributed.  In the case of any other Special Payments,
such notice shall be mailed as soon as practicable after the Trustee has
confirmed that it has received funds for such Special Payment.  Notices
mailed by the Trustee shall set forth:

                 (i)      the Special Distribution Date and the Record
         Date therefor (except as otherwise provided in Section 11.01),

                 (ii)     the amount of the Special Payment for each
         $1,000 face amount Certificate (taking into account any payment
         to be made by the Company pursuant to Section 2.02(b)) and the
         amount thereof constituting principal, premium, if any, and
         interest,

                 (iii)    the reason for the Special Payment, and

                 (iv)     if the Special Distribution Date is the same
         date as a Regular Distribution Date for the Certificates of such
         series, the total amount to be received on such date for each
         $1,000 face amount Certificate.

         If the amount of premium, if any, payable upon the redemption or
purchase of an Equipment Note has not been calculated at the time that
the Trustee mails notice of a Special Payment, it shall be sufficient if
the notice sets forth the other amounts to be distributed and states that
any premium received will also be distributed.

         If any redemption of the Equipment Notes held in any Trust is
cancelled, the Trustee, as soon as possible after learning thereof, shall
cause notice thereof to be mailed to each Certificateholder of the
related series at its address as it appears on the Register.

         Section 4.03.  Statements to Certificateholders.

         (a)     On each Regular Distribution Date and Special
Distribution Date with respect to a series of Certificates, the Trustee
will include with each distribution to Certificateholders of the related
series a statement, giving effect to such distribution to be made on such
Regular Distribution Date or Special Distribution Date, as the case may
be, setting forth the following information (per a $1,000 face amount
Certificate as to (i) and (ii) below):

                 (i)      The amount of such distribution allocable to
         principal and the amount allocable to premium, if any;

                 (ii)     The amount of such distribution allocable to
         interest; and

                                   -25-

<PAGE>

                 (iii)    The Pool Balance and the Pool Factor of the
         related Trust.

                 With respect to the Certificates registered in the name
of a Clearing Agency or its nominee, on the record date prior to each
Distribution Date, the Trustee will request from the Clearing Agency a
securities position listing setting forth the names of all the Clearing
Agency Participants reflected on the Clearing Agency's books as holding
interests in the Certificates on such record date.  On each Distribution
Date, the applicable Trustee will mail to each such Clearing Agency
Participant the statement described above and will make available
additional copies as requested by such Clearing Agency Participant for
forwarding to holders of Certificates.

         (b)     Within a reasonable period of time after the end of each
calendar year but not later than the latest date permitted by law, the
Trustee shall furnish to each Person who at any time during such calendar
year was a Certificateholder of record a statement containing the sum of
the amounts determined pursuant to clauses (a)(i) and (a)(ii) with
respect to the related Trust for such calendar year or, in the event such
Person was a Certificateholder of record during a portion of such
calendar year, for the applicable portion of such year, and such other
items as are readily available to the Trustee and which a
Certificateholder shall reasonably request as necessary for the purpose
of such Certificateholder's preparation of its Federal income tax
returns.  With respect to Certificates registered in the name of a
Clearing Agency or its nominee, such report and such other items shall be
prepared on the basis of information supplied to the Trustees by the
Clearing Agency Participants and shall be delivered by the Trustee to
such Clearing Agency Participants to be available for forwarding by such
Clearing Agency Participants.

         Section 4.04.  Investment of Special Payment Moneys.  Any money
received by the Trustee pursuant to Section 4.01(b) representing a
Special Payment which is not to be promptly distributed shall, to the
extent practicable, be invested in Permitted Investments by the Trustee
as directed in writing by the Company pending distribution of such
Special Payment pursuant to Section 4.02.  Any investment made pursuant
to this Section 4.04 shall be in such Permitted Investments having
maturities not later than the date that such moneys are required to be
used to make the payment required under Section 4.02 on the applicable
Special Distribution Date and the Trustee shall hold any such Permitted
Investments until maturity.  The Trustee shall have no liability with
respect to any investment made pursuant to this Section 4.04, other than
by reason of the willful misconduct or negligence of the Trustee.  All
income and earnings from such investments shall be distributed on such
Special Distribution Date as part of such Special Payment.







                                   -26-

<PAGE>

                                ARTICLE V

                               THE COMPANY

         Section 5.01.  Maintenance of Corporate Existence.  The Company,
at its own cost and expense, will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate
existence, rights and franchises, except as otherwise specifically
permitted in Section 5.02; provided, however, that the Company shall not
be required to preserve any right or franchise if the Company shall
determine that the preservation thereof is no longer desirable in the
conduct of the business of the Company.

         Section 5.02.  Consolidation, Merger, etc.  The Company shall
not consolidate with or merge into any other corporation or convey,
transfer or lease substantially all of its assets as an entirety to any
Person unless:

         (a)     the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an
entirety shall be a "citizen of the United States" (as defined in Section
40102(a)(15) of Title 49 of the United States Code) holding a carrier
operating certificate issued by the Secretary of Transportation pursuant
to Chapter 447 of Title 49, United States Code, for aircraft capable of
carrying 10 or more individuals or 6,000 pounds or more of cargo and with
respect to which there is in force an air carrier operating certificate
issued pursuant to Part 121 of the regulations under the sections of
Title 49, United States Code, relating to aviation;

         (b)     the corporation formed by such consolidation or into
which the Company is merged or the Person which acquires by conveyance,
transfer or lease substantially all of the assets of the Company as an
entirety shall execute and deliver to the Trustee applicable to the
Certificates of each series a duly authorized, valid, binding and
enforceable agreement in form and substance reasonably satisfactory to
the Trustee containing an assumption by such successor corporation or
Person of the due and punctual performance and observance of each
covenant and condition of the Note Documents and of this Agreement
applicable to the Certificates of each series to be performed or observed
by the Company;

         (c)     immediately after giving effect to such transaction, no
Event of Default applicable to the Certificates of each series or event
which is, or after notice or passage of time, or both, would be, such an
Event of Default shall have occurred and be continuing; and

         (d)     the Company shall have delivered to the Trustee an
Officers' Certificate of the Company and an Opinion of Counsel of the
Company (which may be the Company's General Counsel) reasonably
satisfactory to the Trustee, each stating that such consolidation,
merger, conveyance, transfer or lease and the assumption agreement
mentioned in clause (b) above comply with this Section 5.02 and that all

                                   -27-

<PAGE>

conditions precedent herein provided for relating to such transaction
have been complied with.

         Upon any consolidation or merger, or any conveyance, transfer or
lease of substantially all of the assets of the Company as an entirety in
accordance with this Section 5.02, the successor corporation or Person
formed by such consolidation or into which the Company is merged or to
which such conveyance, transfer or lease is made shall succeed to, and be
substituted for, and may exercise every right and power of, the Company
under this Agreement applicable to the Certificates of each series with
the same effect as if such successor corporation or Person had been named
as the Company herein.  No such conveyance, transfer or lease of
substantially all of the assets of the Company as an entirety shall have
the effect of releasing the Company or any successor corporation or
Person which shall theretofore have become such in the manner prescribed
in this Section 5.02 from its liability in respect of any Note Document
and of this Agreement applicable to the Certificates of such series to
which it is a party.

                                ARTICLE VI

                                 DEFAULT

         Section 6.01.  Events of Default.  (a) Exercise of Remedies:
Upon the occurrence and during the continuation of any Indenture Default
under any Indenture, the Trustee may, to the extent it is the Controlling
Party at such time, direct the exercise of remedies.

                 (b)  Purchase Rights of Certificateholders:  By
acceptance of its Certificate, each Certificateholder agrees that at any
time after the occurrence and during the continuation of a Triggering
Event, each Certificateholder of Certificates of a series will have
certain rights, the exercise of which will be specified in the applicable
Trust Supplement, to purchase the class of Certificates with immediate
seniority to the Certificates held by the purchasing Certificateholder.
The purchase price with respect to the Certificates of any series shall
be equal to the Pool Balance of the Certificates of such series, together
with accrued and unpaid interest thereon to the date of such purchase,
without premium, but including any other amounts then due and payable to
the Certificateholders under this Agreement, any Intercreditor Agreement
or any other Note Document or on or in respect of the Certificates of
such series; provided, however, that no such purchase of Certificates of
such series shall be effective unless the purchaser shall certify to the
Trustee that contemporaneously with such purchase, such purchaser is
purchasing, pursuant to the terms of this Agreement and the other
Agreements, if any, relating to Certificates of a series that are subject
to the same Intercreditor Agreement (such other Agreements, the "Other
Agreements"), the Certificates of each such series that is senior to the
Certificates held by such purchaser.  Each payment of the purchase price
of the Certificates of any series shall be made to an account or accounts
designated by the Trustee and each such purchase shall be subject to the
terms of this Section.  Each Certificateholder of any series agrees by
its acceptance of Certificates of such series that it will, upon payment

                                   -28-

<PAGE>

from any such Certificateholders of Certificates with a lower seniority
of the purchase price specified herein, forthwith sell, assign, transfer
and convey to the purchaser thereof (without recourse, representation or
warranty of any kind except for its own acts), all of the right, title,
interest and obligation of such Certificateholder in this Agreement, any
Intercreditor Agreement, the Liquidity Facility, the Note Documents and
all Certificates of such series held by such Certificateholder (excluding
all right, title and interest under any of the foregoing to the extent
such right, title or interest is with respect to an obligation not then
due and payable as respects any action or inaction or state of affairs
occurring prior to such sale) and the purchaser shall assume all of such
Certificateholder's obligations under this Agreement, any Intercreditor
Agreement, the Liquidity Facility and the Note Documents.  The
Certificates of such series will be deemed to be purchased on the date
payment of the purchase price is made notwithstanding the failure of the
Certificateholders to deliver any Certificates of such series and, upon
such a purchase, (i) the only rights of the Certificateholders will be to
deliver the Certificates to the purchaser and receive the purchase price
for such Certificates of such series and (ii) if the purchaser shall so
request, such Certificateholder will comply with all of the provisions of
Section 3.04 hereof to enable new Certificates of such series to be
issued to the purchaser in such denominations as it shall request.  All
charges and expenses in connection with the issuance of any such new
Certificates shall be borne by the purchaser thereof.

         Section 6.02.  Incidents of Sale of Equipment Notes.  Upon any
sale of all or any part of the Equipment Notes made either under the
power of sale given under this Agreement or otherwise for the enforcement
of this Agreement, the following shall be applicable:

                 (1)      Certificateholders and Trustee May Purchase
         Equipment Notes.  Any Certificateholder, the Trustee in its
         individual or any other capacity or any other Person may bid for
         and purchase any of the Equipment Notes, and upon compliance
         with the terms of sale, may hold, retain, possess and dispose of
         such Equipment Notes in their own absolute right without further
         accountability.

                 (2)      Receipt of Trustee Shall Discharge Purchaser.
         The receipt of the Trustee or of the officer making such sale
         shall be a sufficient discharge to any purchaser for his
         purchase money, and, after paying such purchase money and
         receiving such receipt, such purchaser or its personal
         representative or assigns shall not be obliged to see to the
         application of such purchase money, or be in any way answerable
         for any loss, misapplication or non-application thereof.

                 (3)      Application of Moneys Received upon Sale.  Any
         moneys collected by the Trustee upon any sale made either under
         the power of sale given by this Agreement or otherwise for the
         enforcement of this Agreement shall be applied as provided in
         Section 4.02.


                                   -29-

<PAGE>

         Section 6.03.  Judicial Proceedings Instituted by Trustee;
Trustee May Bring Suit. If there shall be a failure to make payment of
the principal of, premium, if any, or interest on any Equipment Note, or
if there shall be any failure to pay Rent (as defined in the relevant
Lease) under any Lease when due and payable, then the Trustee, in its own
name, and as trustee of an express trust, as holder of such Equipment
Notes, to the extent permitted by and in accordance with the terms of any
Intercreditor Agreement and any Note Documents, shall be entitled and
empowered to institute any suits, actions or proceedings at law, in
equity or otherwise, for the collection of the sums so due and unpaid on
such Equipment Notes or under such Lease and may prosecute any such claim
or proceeding to judgment or final decree with respect to the whole
amount of any such sums so due and unpaid.

         Section 6.04.  Control by Certificateholders.  Subject to
Section 6.03 and any Intercreditor Agreement, the Certificateholders
holding Certificates of a series evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in the related
Trust shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee with
respect to such Trust or pursuant to the terms of any Intercreditor
Agreement, or exercising any trust or power conferred on the Trustee
under this Agreement or any Intercreditor Agreement, including any right
of the Trustee as Controlling Party under any Intercreditor Agreement or
as holder of the Equipment Notes, provided that

                 (1)      such Direction shall not in the opinion of the
         Trustee be in conflict with any rule of law or with this
         Agreement and would not involve the Trustee in personal
         liability or expense,

                 (2)      the Trustee shall not determine that the action
         so directed would be unjustly prejudicial to the
         Certificateholders of such series not taking part in such
         Direction, and

                 (3)      the Trustee may take any other action deemed
         proper by the Trustee which is not inconsistent with such
         Direction.

         Section 6.05.  Waiver of Past Defaults. Subject to any
Intercreditor Agreement, the Certificateholders holding Certificates of a
series evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the Trust (i) may on behalf of all of the
Certificateholders waive any past Event of Default hereunder and its
consequences or (ii) if the Trustee is the Controlling Party, may direct
the Trustee to instruct the applicable Loan Trustee to waive, any past
Indenture Default under any Indenture and its consequences, and thereby
annul any Direction given by such Certificateholders or the Trustee to
such Loan Trustee with respect thereto, except a default:




                                   -30-

<PAGE>

                 (1)      in the deposit of any Scheduled Payment or
         Special Payment under Section 4.01 or in the distribution of any
         payment under Section 4.02 on the Certificates of a series, or

                 (2)      in the payment of the principal of (premium, if
         any) or interest on the Equipment Notes, or

                 (3)      in respect of a covenant or provision hereof
         which under Article IX hereof cannot be modified or amended
         without the consent of each Certificateholder holding an
         Outstanding Certificate of a series affected thereby.

                 Upon any such waiver, such default shall cease to exist
with respect to Certificates of such series and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose
and any direction given by the Trustee on behalf of the
Certificateholders of such series to the relevant Loan Trustee shall be
annulled with respect thereto; but no such waiver shall extend to any
subsequent or other default or Event of Default or impair any right
consequent thereon.  Upon any such waiver, the Trustee shall vote the
Equipment Notes issued under the relevant Indenture to waive the
corresponding Indenture Default.

         Section 6.06.  Right of Certificateholders to Receive Payments
Not To Be Impaired.  Anything in this Agreement to the contrary
notwithstanding, including without limitation Section 6.07 hereof, but
subject to any Intercreditor Agreement, the right of any
Certificateholder to receive distributions of payments required pursuant
to Section 4.02 hereof on the applicable Certificates when due, or to
institute suit for the enforcement of any such payment on or after the
applicable Regular Distribution Date or Special Distribution Date, shall
not be impaired or affected without the consent of such
Certificateholder.

         Section 6.07.  Certificateholders May Not Bring Suit Except
Under Certain Conditions. A Certificateholder of any series shall not
have the right to institute any suit, action or proceeding at law or in
equity or otherwise with respect to this Agreement, for the appointment
of a receiver or for the enforcement of any other remedy under this
Agreement, unless:

                 (1)      such Certificateholder previously shall have
         given written notice to the Trustee of a continuing Event of
         Default;

                 (2)      the Certificateholders holding Certificates of
         such series evidencing Fractional Undivided Interests
         aggregating not less than 25% of the related Trust shall have
         requested the Trustee in writing to institute such action, suit
         or proceeding and shall have offered to the Trustee indemnity as
         provided in Section 7.02(e);



                                   -31-

<PAGE>

                 (3)      the Trustee shall have refused or neglected to
         institute any such action, suit or proceeding for 60 days after
         receipt of such notice, request and offer of indemnity; and

                 (4)      no direction inconsistent with such written
         request has been given to the Trustee during such 60-day period
         by the Certificateholders holding Certificates of such series
         evidencing Fractional Undivided Interests aggregating not less
         than a majority in interest in the related Trust.

         It is understood and intended that no one or more of the
Certificateholders of any series shall have any right in any manner
whatever hereunder or under the related Trust Supplement or under the
Certificates of such series to (i) surrender, impair, waive, affect,
disturb or prejudice any property in the Trust Property of the related
Trust or the lien of any related Indenture on any property subject
thereto, or the rights of the Certificateholders of such series or the
holders of the related Equipment Notes, (ii) obtain or seek to obtain
priority over or preference to any other such Certificateholder of such
series or (iii) enforce any right under this Agreement, except in the
manner herein provided and for the equal, ratable and common benefit of
all the Certificateholders of such series subject to the provisions of
this Agreement.

         Section 6.08.  Remedies Cumulative.  Every remedy given
hereunder to the Trustee or to any of the Certificateholders of any
series shall not be exclusive of any other remedy or remedies, and every
such remedy shall be cumulative and in addition to every other remedy
given hereunder or now or hereafter given by statute, law, equity or
otherwise.

         Section 6.09.  Undertaking for Costs.  In any suit for the
enforcement of any right or remedy under this Agreement, or in any suit
against the Trustee for any action taken, suffered or omitted by it as
Trustee, a court may require any party litigant in such suit to file an
undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the
Trust Indenture Act; provided that neither this Section nor the Trust
Indenture Act shall be deemed to authorize any court to require such an
undertaking or to make such an assessment in any suit instituted by the
Company or the Guarantor.

                               ARTICLE VII

                               THE TRUSTEE

         Section 7.01.  Notice of Defaults.  As promptly as practicable
after, and in any event within 90 days after the occurrence of any
default (as such term is defined below) hereunder known to the Trustee,
the Trustee shall transmit by mail to the Company, any related Owner
Trustees, the related Loan Trustees and the Certificateholders holding
Certificates of the related series in accordance with Section 313(c) of
the Trust Indenture Act, notice of such default hereunder known to the

                                   -32-

<PAGE>

Trustee, unless such default shall have been cured or waived; provided,
however, that, except in the case of a default in the payment of the
principal of (premium, if any) or interest on any Equipment Note, the
Trustee shall be protected in withholding such notice if and so long as
the board of directors, the executive committee or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Certificateholders of the related series.  For the purpose of this
Section in respect of any Trust, the term "default" means any event that
is, or after notice or lapse of time or both would become, an Event of
Default in respect of that Trust.

         Section 7.02.  Certain Rights of Trustee.  Subject to the
provisions of Section 315 of the Trust Indenture Act:

         (a)     the Trustee may rely and shall be protected in acting or
refraining from acting in reliance upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction,
consent, order, bond, debenture or other paper or document believed by it
to be genuine and to have been signed or presented by the proper party or
parties;

         (b)     any request or direction of the Company mentioned herein
shall be sufficiently evidenced by a Request;

         (c)     whenever in the administration of this Agreement or any
Intercreditor Agreement the Trustee shall deem it desirable that a matter
be proved or established prior to taking, suffering or omitting any
action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate of the Company, any related Owner
Trustee or any related Loan Trustee;

         (d)     the Trustee may consult with counsel and the advice of
such counsel or any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in reliance thereon;

         (e)     the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Agreement or any
Intercreditor Agreement at the request or direction of any of the
Certificateholders pursuant to this Agreement or any Intercreditor
Agreement unless such Certificateholders shall have offered to the
Trustee reasonable security or indemnity against the cost, expenses and
liabilities which might be incurred by it in compliance with such request
or direction;

         (f)     the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, or report, notice, request, direction,
consent, order, bond, debenture or other paper or document;



                                   -33-

<PAGE>

         (g)     the Trustee may execute any of the trusts or powers
under this Agreement or Intercreditor Agreement or perform any duties
under this Agreement or any Intercreditor Agreement either directly or by
or through agents or attorneys and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or attorney
appointed with due care by it under this Agreement or any Intercreditor
Agreement;

         (h)     the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith in accordance
with the direction of the Certificateholders holding Certificates of any
series evidencing Fractional Undivided Interests aggregating not less
than a majority in interest in the related Trust relating to the time,
method and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement or any Intercreditor Agreement; and

         (i)     the Trustee shall not be required to expend or risk its
own funds in the performance of any of its duties under this Agreement,
or in the exercise of any of its rights or powers, if it shall have
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk is not reasonably assured to it.

         (j)     except during the continuance of an Event of Default,
the Trustee undertakes and shall be responsible to perform only such
duties as are specifically set forth herein and no implied covenants or
obligations shall be read into this Agreement or be enforceable against
Trustee.

         Section 7.03.  Not Responsible for Recitals or Issuance of
Certificates.  The recitals contained herein and in the Certificates of
each series, except the certificates of authentication, shall not be
taken as the statements of the Trustee, and the Trustee assumes no
responsibility for their correctness.  Subject to Section 7.14, the
Trustee makes no representations as to the validity or sufficiency of
this Basic Agreement or any Trust Supplement, any Note Documents, any
Note Purchase Agreement or any Intercreditor Agreement, any Equipment
Notes or the Certificates of any series, except that the Trustee hereby
represents and warrants that this Basic Agreement has been, and each
Trust Supplement, each Certificate and each Intercreditor Agreement of,
or relating to, each series will be, executed and delivered by one of its
officers who is duly authorized to execute and deliver such document on
its behalf.

         Section 7.04.  May Hold Certificates.  The Trustee, any Paying
Agent, Registrar or any of their Affiliates or any other agent, in their
respective individual or any other capacity, may become the owner or
pledgee of Certificates and subject to Sections 310(b) and 311 of the
Trust Indenture Act may otherwise deal with the Company, the Guarantor,
any Owner Trustees or the Loan Trustees with the same rights it would
have if it were not Trustee, Paying Agent, Registrar or such other agent.



                                   -34-

<PAGE>

         Section 7.05.  Money Held in Trust. Money held by the Trustee or
the Paying Agent in trust hereunder or under any Trust Supplement need
not be segregated from other funds except to the extent required herein
or by law and neither the Trustee nor the Paying Agent shall have any
liability for interest upon any such moneys except as provided for
herein.

         Section 7.06.  Compensation and Reimbursement. The Company
agrees:

                 (1)      to pay, or cause to be paid, to the Trustee
         from time to time reasonable compensation for all services
         rendered by it hereunder (which compensation shall not be
         limited by any provision of law in regard to the compensation of
         a trustee of an express trust);

                 (2)      except as otherwise expressly provided herein
         or in any Trust Supplement, to reimburse, or cause to be
         reimbursed, the Trustee upon its request for all reasonable
         out-of-pocket expenses, disbursements and advances incurred or
         made by the Trustee in accordance with any provision of this
         Basic Agreement, any Trust Supplement or any Intercreditor
         Agreement (including the reasonable compensation and the
         expenses and disbursements of its agents and counsel), except
         any such expense, disbursement or advance as may be attributable
         to its negligence, willful misconduct or bad faith or as may be
         incurred due to the Trustee's breach of its representations and
         warranties set forth in Section 7.14;

                 (3)      to indemnify, or cause to be indemnified, the
         Trustee for, and to hold it harmless against, any loss,
         liability or expense (other than for or with respect to any tax)
         incurred without negligence, willful misconduct or bad faith, on
         its part, arising out of or in connection with the acceptance or
         administration of this Trust, including the costs and expenses
         of defending itself against any claim or liability in connection
         with the exercise or performance of any of its powers or duties
         hereunder, except for any such loss, liability or expense
         incurred by reason of the Trustee's breach of its
         representations and warranties set forth in Section 7.14.  The
         Trustee shall notify the Company and the Guarantor promptly of
         any claim for which it may seek indemnity.  The Company and the
         Guarantor shall defend the claim and the Trustee shall cooperate
         in the defense.  The Trustee may have separate counsel with the
         consent of the Company and the Guarantor and the Company and the
         Guarantor will pay the reasonable fees and expenses of such
         counsel.  Neither the Company nor the Guarantor need pay for any
         settlement made without its consent; and

                 (4)      to indemnify, or cause to be indemnified, the
         Trustee, solely in its individual capacity, for, and to hold it
         harmless against, any tax (except to the extent the Trustee is
         reimbursed therefor pursuant to the next paragraph, provided

                                   -35-

<PAGE>

         that no indemnification shall be available with respect to any
         tax attributable to the Trustee's compensation for serving as
         such) incurred without negligence, willful misconduct or bad
         faith, on its part, arising out of or in connection with the
         acceptance or administration of this Trust, including any costs
         and expenses incurred in contesting the imposition of any such
         tax.  The Trustee, in its individual capacity, shall notify the
         Company and the Guarantor promptly of any claim for any tax for
         which it may seek indemnity.  The Trustee shall permit the
         Company and the Guarantor to contest the imposition of such tax
         and the Trustee, in its individual capacity, shall cooperate in
         the defense.  The Trustee, in its individual capacity, may have
         separate counsel with the consent of the Company and the
         Guarantor and the Company and the Guarantor will pay the
         reasonable fees and expenses of such counsel.  Neither the
         Company nor the Guarantor need pay for any taxes paid, in
         settlement or otherwise, without its consent.

         The Trustee shall be entitled to reimbursement from, and shall
have a lien prior to the Certificates of each series upon, all property
and funds held or collected by the Trustee in its capacity as Trustee
with respect to such series or the related Trust for any tax incurred
without negligence, bad faith or willful misconduct, on its part, arising
out of or in connection with the acceptance or administration of such
Trust (other than any tax attributable to the Trustee's compensation for
serving as such), including any costs and expenses incurred in contesting
the imposition of any such tax.  The Trustee shall notify the Company of
any claim for any tax for which it may seek reimbursement.  The Trustee
shall cooperate in the contest by the Company of any such claim.  If the
Trustee reimburses itself from the Trust Property of such Trust for any
such tax it will within 30 days mail a brief report setting forth the
amount of such tax and the circumstances thereof to all
Certificateholders of such series as their names and addresses appear in
the Register.

         As security for the performance of the obligations of the
Company under this Section with respect to each Trust the Trustee shall
have a lien prior to the Certificates of the related series upon all
property and funds held or collected by the Trustee in its capacity as
Trustee with respect to such Certificates and the related Trust.

         Section 7.07.  Corporate Trustee Required; Eligibility.  Each
Trust shall at all times have a Trustee which shall be eligible to act as
a trustee under Section 310(a) of the Trust Indenture Act and shall have
a combined capital and surplus of at least $75,000,000 (or a combined
capital and surplus in excess of $5,000,000 and the obligations of which,
whether now in existence or hereafter incurred, are fully and
unconditionally guaranteed by a corporation organized and doing business
under the laws of the United States, any State or Territory thereof or of
the District of Columbia that has a combined capital and surplus of at
least $75,000,000). If such corporation publishes reports of conditions
at least annually, pursuant to law or to the requirements of Federal,
State, Territorial or District of Columbia supervising or examining

                                   -36-

<PAGE>

authority, then for the purposes of this Section 7.07, the combined
capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
conditions so published.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 7.07 to act as Trustee of
any Trust, the Trustee shall resign immediately as Trustee of such Trust
in the manner and with the effect specified in Section 7.08.

         Section 7.08.  Resignation and Removal; Appointment of
Successor.

         (a)     No resignation or removal of the Trustee and no
appointment of a successor Trustee of any Trust pursuant to this Article
shall become effective until the acceptance of appointment by the
successor Trustee under Section 7.09.

         (b)     The Trustee may resign at any time as trustee of any or
all Trusts by giving written notice thereof to the Company, the
Authorized Agents, the related Owner Trustees and the related Loan
Trustees. If an instrument of acceptance by a successor Trustee shall not
have been delivered to the Company, the related Owner Trustees and the
Trustee within 30 days after the giving of such notice of resignation,
the resigning Trustee may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

         (c)     The Trustee may be removed at any time as trustee of any
Trust by Act of the Certificateholders of the related series holding
Certificates of such series evidencing Fractional Undivided Interests
aggregating not less than a majority in interest in such Trust delivered
to the Trustee and to the Company, the related Owner Trustees and the
related Loan Trustees.

         (d)     If at any time in respect of any Trust:

                 (1)      the Trustee shall fail to comply with Section
         310 of the Trust Indenture Act after written request therefor by
         the Company or by any Certificateholder of the related series
         who has been a bona fide certificateholder for at least six
         months; or

                 (2)      the Trustee shall cease to be eligible under
         Section 7.07 and shall fail to resign after written request
         therefor by the Company or by any such Certificateholder; or

                 (3)      the Trustee shall become incapable of acting or
         shall be adjudged a bankrupt or insolvent or a receiver of the
         Trustee or of its property shall be appointed or any public
         officer shall take charge or control of the Trustee or of its
         property or affairs for the purpose of rehabilitation,
         conservation or liquidation;


                                   -37-

<PAGE>

then, in any case, (i) the Company may remove the Trustee or (ii) any
Certificateholder of the related series who has been a bona fide
Certificateholder for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee of such Trust.

         (e)     If a Responsible Officer of the Trustee shall obtain
actual knowledge of an Avoidable Tax (as hereinafter defined) in respect
of any Trust which has been or is likely to be asserted, the Trustee
shall promptly notify the Company and shall, within 30 days of such
notification, resign as Trustee of such Trust hereunder unless within
such 30-day period the Trustee shall have received notice that the
Company has agreed to pay such tax.  The Company shall promptly appoint a
successor Trustee of such Trust in a jurisdiction where there are no
Avoidable Taxes.  As used herein, an "Avoidable Tax" in respect of such
Trust means a state or local tax:  (i) upon (w) such Trust, (x) such
Trust Property, (y) Certificateholders of such Trust or (z) the Trustee
for which the Trustee is entitled to seek reimbursement from the Trust
Property of such Trust, and (ii) which would be avoided if the Trustee
were located in another state, or jurisdiction within a state, within the
United States.  A tax shall not be an Avoidable Tax in respect of any
Trust if the Company or any Owner Trustee shall agree to pay, and shall
pay, such tax.

         (f)     If the Trustee shall resign, be removed or become
incapable of acting as trustee of any Trust, or if a vacancy shall occur
in the office of the Trustee of any Trust for any cause, the Company
shall promptly appoint a successor Trustee of such Trust.  If, within one
year after such resignation, removal or incapability, or other occurrence
of such vacancy, a successor Trustee of such Trust shall be appointed by
Act of the Certificateholders of the related series holding Certificates
of such series evidencing Fractional Undivided Interests aggregating not
less than a majority in interest in such Trust delivered to the Company,
the related Owner Trustees, the related Loan Trustee and the retiring
Trustee, the successor Trustees so appointed shall, with the approval of
the Company, which approval shall not be unreasonably withheld, forthwith
upon its acceptance of such appointment, become the successor Trustee of
such Trust and supersede the successor Trustee of such Trust appointed as
provided above.  If no successor Trustee shall have been so appointed as
provided above and accepted appointment in the manner hereinafter
provided, the resigning Trustee or any Certificateholder who has been a
bona fide Certificateholder of the related series for at least six months
may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the appointment of a successor
Trustee of such Trust.

         (g)     The successor Trustee of a Trust shall give notice of
the resignation and removal of the Trustee and appointment of the
successor Trustee by mailing written notice of such event by first-class
mail, postage prepaid, to the Certificateholders of the related series as
their names and addresses appear in the Register.  Each notice shall


                                   -38-

<PAGE>

include the name of such successor Trustee and the address of its
Corporate Trust Office.

         Section 7.09.  Acceptance of Appointment by Successor.  Every
successor Trustee appointed hereunder shall execute, acknowledge and
deliver to the Company and to the retiring Trustee with respect to any or
all Trusts an instrument accepting such appointment, and thereupon the
resignation or removal of the retiring Trustee with respect to such
Trusts shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on request of the
Company or the successor Trustee, such retiring Trustee shall execute and
deliver an instrument transferring to such successor Trustee all such
rights, powers and trusts of the retiring Trustee and shall duly assign,
transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee in respect of such Trusts hereunder,
subject nevertheless to its lien, if any, provided for in Section 7.06.
Upon request of any such successor Trustee, the Company, the retiring
Trustee and such successor Trustee shall execute and deliver any and all
instruments containing such provisions as shall be necessary or desirable
to transfer and confirm to, and for more fully and certainly vesting in,
such successor Trustee all such rights, powers and trusts.

         If a successor Trustee is appointed with respect to one or more
(but not all) Trusts, the Company, the predecessor Trustee and each
successor Trustee with respect to any Trust shall execute and deliver a
supplemental agreement hereto which shall contain such provisions as
shall be deemed necessary or desirable to confirm that all the rights,
powers, trusts and duties of the predecessor Trustee with respect to the
Trusts as to which the predecessor Trustee is not retiring shall continue
to be vested in the predecessor Trustee, and shall add to or change any
of the provisions of this Basic Agreement and the applicable Trust
Supplements as shall be necessary to provide for or facilitate the
administration of the Trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental agreement shall
constitute such Trustees co-Trustees of the same Trust and that each such
Trustee shall be Trustee of separate Trusts.

         No successor Trustee shall accept its appointment unless at the
time of such acceptance such successor Trustee shall be qualified and
eligible under this Article.

         Section 7.10.  Merger, Conversion, Consolidation or Succession
to Business.  Any corporation into which the Trustee may be merged or
converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the
Trustee shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of the Trustee, shall
be the successor of the Trustee hereunder, provided such corporation
shall be otherwise qualified and eligible under this Article, without the
execution or filing of any paper or any further act on the part of any of
the parties hereto. In case any Certificates shall have been executed or
authenticated, but not delivered, by the Trustee then in office, any

                                   -39-

<PAGE>

successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such execution or authentication and deliver the
Certificates so executed or authenticated with the same effect as if such
successor Trustee had itself executed or authenticated such Certificates.


         Section 7.11.  Maintenance of Agencies.

         (a)     With respect to each series of Certificates, there shall
at all times be maintained in the Borough of Manhattan, The City of New
York, an office or agency where Certificates of such series may be
presented or surrendered for registration of transfer or for exchange,
and for payment thereof and where notices and demands to or upon the
Trustee in respect of such Certificates or of the related Trust
Supplement may be served.  Such office or agency shall be initially at 61
Broadway, New York, New York  10006.  Written notice of the location of
each such other office or agency and of any change of location thereof
shall be given by the Trustee to the Company, the Guarantor, any Owner
Trustees, the Loan Trustees and the Certificateholders of such series.
In the event that no such office or agency shall be maintained or no such
notice of location or of change of location shall be given, presentations
and demands may be made and notices may be served at the Corporate Trust
Office of the Trustee.

         (b)     There shall at all times be a Registrar and a Paying
Agent hereunder with respect to the Certificates of each series.  Each
such Authorized Agent shall be a bank or trust company, shall be a
corporation organized and doing business under the laws of the United
States or any state, with a combined capital and surplus of at least
$75,000,000, or a corporation having a combined capital and surplus in
excess of $5,000,000 the obligations of which are guaranteed by a
corporation organized and doing business under the laws of the United
States or any state, with a combined capital and surplus of at least
$75,000,000, and shall be authorized under such laws to exercise
corporate trust powers, subject to supervision by Federal or state
authorities. The Trustee shall initially be the Paying Agent and, as
provided in Section 3.04, Registrar hereunder with respect to the
Certificates of each series. Each Registrar shall furnish to the Trustee,
at stated intervals of not more than six months, and at such other times
as the Trustee may request in writing, a copy of the Register maintained
by such Registrar.

         (c)     Any corporation into which any Authorized Agent may be
merged or converted or with which it may be consolidated, or any
corporation resulting from any merger, consolidation or conversion to
which any Authorized Agent shall be a party, or any corporation
succeeding to the corporate trust business of any Authorized Agent, shall
be the successor of such Authorized Agent hereunder, if such successor
corporation is otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the
parties hereto or such Authorized Agent or such successor corporation.



                                   -40-

<PAGE>

         (d)     Any Authorized Agent may at any time resign by giving
written notice of resignation to the Trustee, the Company, any related
Owner Trustees and the related Loan Trustees.  The Company may, and at
the request of the Trustee shall, at any time terminate the agency of any
Authorized Agent by giving written notice of termination to such
Authorized Agent and to the Trustee.  Upon the resignation or termination
of an Authorized Agent or in case at any time any such Authorized Agent
shall cease to be eligible under this Section (when in either case, no
other Authorized Agent performing the functions of such Authorized Agent
shall have been appointed), the Company shall promptly appoint one or
more qualified successor Authorized Agents, reasonably satisfactory to
the Trustee, to perform the functions of the Authorized Agent which has
resigned or whose agency has been terminated or who shall have ceased to
be eligible under this Section.  The Company shall give written notice of
any such appointment made by it to the Trustee, any related Owner
Trustees and the related Loan Trustees; and in each case the Trustee
shall mail notice of such appointment to all Certificateholders of the
related series as their names and addresses appear on the Register for
such series.

         (e)     The Company agrees to pay, or cause to be paid, from
time to time to each Authorized Agent reasonable compensation for its
services and to reimburse it for its reasonable expenses.

         Section 7.12.  Money for Certificate Payments to Be Held in
Trust.  All moneys deposited with any Paying Agent for the purpose of any
payment on Certificates shall be deposited and held in trust for the
benefit of the Certificateholders entitled to such payment, subject to
the provisions of this Section.  Moneys so deposited and held in trust
shall constitute a separate trust fund for the benefit of the
Certificateholders with respect to which such money was deposited.

         The Trustee may at any time, for the purpose of obtaining the
satisfaction and discharge of this Agreement or for any other purpose,
direct any Paying Agent to pay to the Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same
trusts as those upon which such sums were held by such Paying Agent; and,
upon such payment by any Paying Agent to the Trustee, such Paying Agent
shall be released from all further liability with respect to such money.

         Section 7.13.  Registration of Equipment Notes in Trustee's
Name.  Subject to the provisions of any Intercreditor Agreement, the
Trustee agrees that all Equipment Notes, and Permitted Investments, if
any, shall be issued in the name of the Trustee as trustee for the
applicable Trust or its nominee and held by the Trustee, or, if not so
held, the Trustee or its nominee shall be reflected as the owner of such
Equipment Notes or Permitted Investments as the case may be, in the
register of the issuer of such Equipment Notes or Permitted Investments.


         Section 7.14.  Representations and Warranties of Trustee.  The
Trustee hereby represents and warrants that:


                                   -41-

<PAGE>

                 (a)      the Trustee is a national banking association
         organized and validly existing, and in good standing under the
         laws of the United States;

                 (b)      the Trustee has full power, authority and legal
         right to execute, deliver, and perform this Agreement, any
         Intercreditor Agreement and the Note Purchase Agreements and has
         taken all necessary action to authorize the execution, delivery,
         and performance by it of this Agreement, any Intercreditor
         Agreement and the Note Purchase Agreements;

                 (c)      the execution, delivery and performance by the
         Trustee of this Agreement, any Intercreditor Agreement and the
         Note Purchase Agreements (i) will not violate any provision of
         any United States federal law or the law of the State of
         Connecticut governing the banking and trust powers of the
         Trustee or any order, writ, judgment, or decree of any court,
         arbitrator, or governmental authority applicable to the Trustee
         or any of its assets, (ii) will not violate any provision of the
         articles of association or by-laws of the Trustee, and (iii)
         will not violate any provision of, or constitute, with or
         without notice or lapse of time, a default under, or result in
         the creation or imposition of any lien on any properties
         included in the Trust Property pursuant to the provisions of,
         any mortgage, indenture, contract, agreement or other
         undertaking to which it is a party, which violation, default or
         lien could reasonably be expected to have an adverse effect on
         the Trustee's performance or ability to perform its duties
         hereunder or thereunder or on the transactions contemplated
         herein or therein;

                 (d)      the execution, delivery and performance by the
         Trustee of this Agreement any Intercreditor Agreement and the
         Note Purchase Agreements will not require the authorization,
         consent, or approval of, the giving of notice to, the filing or
         registration with, or the taking of any other action in respect
         of, any governmental authority or agency of the United States or
         the State of Connecticut regulating the banking and corporate
         trust activities of the Trustee; and

                 (e)      this Agreement, any Intercreditor Agreement and
         the Note Purchase Agreements have been duly executed and
         delivered by the Trustee and constitute the legal, valid, and
         binding agreements of the Trustee, enforceable against it in
         accordance with their respective terms, provided that
         enforceability may be limited by (i) applicable bankruptcy,
         insolvency, reorganization, moratorium or similar laws affecting
         the rights of creditors generally and (ii) general principles of
         equity.

         Section 7.15.  Withholding Taxes; Information Reporting.  As to
the Certificates of any series, the Trustee, as trustee of the related
grantor trust created by this Agreement, shall exclude and withhold from

                                   -42-

<PAGE>

each distribution of principal, premium, if any, and interest and other
amounts due under this Agreement or under the Certificates of such series
any and all withholding taxes applicable thereto as required by law.  The
Trustee agrees to act as such withholding agent and, in connection
therewith, whenever any taxes or similar charges are required to be
withheld with respect to any amounts paid by or on behalf of the Trustee
in respect of the Certificates of such series, to withhold such amounts
and timely pay the same to the authority in the name of and on behalf of
the Certificateholders of such series, that it will file any necessary
withholding tax returns or statements when due, and that, as promptly as
possible after the payment thereof, it will deliver to each such
Certificateholder necessary documentation showing the payment thereof,
together with such additional documentary evidence as such
Certificateholders of such series may reasonably request from time to
time.  The Trustee agrees to file any other information reports as it may
be required to file under United States law.

         Section 7.16.  Trustee's Liens.  The Trustee in its individual
capacity agrees that it will, in respect of each Trust created by this
Agreement at its own cost and expense promptly take any action as may be
necessary to duly discharge and satisfy in full any mortgage, pledge,
lien, charge, encumbrance, security interest or claim ("Trustee's Liens")
on or with respect to the Trust Property of such Trust which is
attributable to the Trustee either (i) in its individual capacity and
which is unrelated to the transactions contemplated by this Agreement,
the related Note Purchase Agreements or the related Note Documents, or
(ii) as Trustee hereunder or in its individual capacity and which arises
out of acts or omissions which are not contemplated by this Agreement.

         Section 7.17.  Preferential Collection of Claims.  The Trustee
shall comply with Section 311(a) of the Trust Indenture Act, excluding
any creditor relationship listed in Section 311(b) of the Trust Indenture
Act.  If the Trustee shall resign or be removed as Trustee, it shall be
subject to Section 311(a) of the Trust Indenture Act to the extent
provided therein.

                               ARTICLE VIII

             CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01.  The Company to Furnish Trustee with Names and
Addresses of Certificateholders.  The Company will furnish to the Trustee
within 15 days after each Record Date with respect to a Scheduled
Payment, and at such other times as the Trustee may request in writing,
within 30 days after receipt by the Company of any such request, a list,
in such form as the Trustee may reasonably require, of all information in
the possession or control of the Company as to the names and addresses of
the Certificateholders of such series, in each case as of a date not more
than 15 days prior to the time such list is furnished; provided, however,
that so long as the Trustee is the sole Registrar for such series, no
such list need be furnished; and provided further, however, that no such
list need be furnished for so long as a copy of the Register is being
furnished to the Trustee pursuant to Section 7.11.

                                   -43-

<PAGE>

         Section 8.02.  Preservation of Information; Communications to
Certificateholders.  The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of Certificateholders
of each series contained in the most recent list furnished to the Trustee
as provided in Section 7.11 or Section 8.01, as the case may be, and the
names and addresses of Certificateholders of each series received by the
Trustee in its capacity as Registrar, if so acting. The Trustee may
destroy any list furnished to it as provided in Section 7.11 or Section
8.01, as the case may be, upon receipt of a new list so furnished.

         Section 8.03.  Reports by Trustee.  Within 60 days after May 15
of each year commencing with the first full year following the issuance
of any series of Certificates, the Trustee shall transmit to the
Certificateholders of each series, as provided in Section 313(c) of the
Trust Indenture Act, a brief report dated as of such May 15, if required
by Section 313(a) of the Trust Indenture Act.

         Section 8.04.  Reports by the Guarantor and Company.  The
Guarantor and the Company each shall:

         (a)     file with the Trustee, within 30 days after the
Guarantor or the Company is required to file the same with the SEC,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the SEC
may from time to time by rules and regulations prescribe) which the
Guarantor or the Company is required to file with the SEC pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934, as
amended; or, if the Guarantor or the Company is not required to file
information, documents or reports pursuant to either of such sections,
then to file with the Trustee and the SEC, in accordance with rules and
regulations prescribed by the SEC, such of the supplementary and periodic
information, documents and reports which may be required pursuant to
section 13 of the Securities Exchange Act of 1934, as amended, in respect
of a security listed and registered on a national securities exchange as
may be prescribed in such rules and regulations;

         (b)     file with the Trustee and the SEC, in accordance with
the rules and regulations prescribed by the SEC, such additional
information, documents and reports with respect to compliance by the
Guarantor and the Company with the conditions and covenants of the
Guarantor and the Company provided for in this Agreement, as may be
required by such rules and regulations, including, in the case of annual
reports, if required by such rules and regulations, certificates or
opinions of independent public accountants, conforming to the
requirements of Section 1.02;

         (c)     transmit to all Certificateholders, in the manner and to
the extent provided in Section 313(c) of the Trust Indenture Act such
summaries of any information, documents and reports required to be filed
by the Guarantor and the Company pursuant to subsections (a) and (b) of
this Section 8.04 as may be required by rules and regulations prescribed
by the SEC;


                                   -44-

<PAGE>

         (d)     furnish to the Trustee, not less often than annually, a
brief certificate from the principal executive officer, principal
financial officer or principal accounting officer as to his or her
knowledge of the Guarantor's and the Company's compliance with all
conditions and covenants under this Agreement (it being understood that
for purposes of this paragraph (d), such compliance shall be determined
without regard to any period of grace or requirement of notice provided
under this Agreement); and

         (e)     make available to any Certificateholder upon request,
the annual audited and quarterly unaudited financial statements of the
Guarantor which are provided to the Trustee.

                                ARTICLE IX

                         SUPPLEMENTAL AGREEMENTS

         Section 9.01.  Supplemental Agreements Without Consent of
Certificateholders.  Without the consent of the Certificateholders, the
Guarantor and the Company may, and the Trustee (subject to Section 9.03)
shall, at any time and from time to time, enter into one or more
agreements supplemental hereto or, if applicable, to the Intercreditor
Agreement or a Note Purchase Agreement in form satisfactory to the
Trustee, for any of the following purposes:

                 (1)      to provide for the formation of a Trust, the
issuance of a series of certificates and the other matters contemplated
by Section 2.01(b); or

                 (2)      to evidence the succession of another
corporation to the Company or the Guarantor and the assumption by any
such successor of the covenants of the Company or the Guarantor herein
contained; or

                 (3)      to add to the covenants of the Guarantor or the
Company for the benefit of the Certificateholders of any series, or to
surrender any right or power in this Agreement conferred upon the
Guarantor or the Company; or

                 (4)      to correct or supplement any provision in this
Agreement which may be defective or inconsistent with any other provision
herein or in any Trust Supplement or to make any other provisions with
respect to matters or questions arising under this Agreement, provided
that any such action shall not adversely affect the interests of the
Certificateholders of any series; or to cure any ambiguity or correct any
mistake; or

                 (5)      to modify, eliminate or add to the provisions
of this Agreement to such extent as shall be necessary to continue the
qualification of this Agreement (including any supplemental agreement)
under the Trust Indenture Act, or under any similar Federal statute
hereafter enacted, and to add to this Agreement such other provisions as
may be expressly permitted by the Trust Indenture Act, excluding,

                                   -45-

<PAGE>

however, the provisions referred to in Section 316(a)(2) of the Trust
Indenture Act as in effect at the date as of which this instrument was
executed or any corresponding provision in any similar Federal statute
hereafter enacted; or

                 (6)      to evidence and provide for the acceptance of
appointment under this Agreement by a successor Trustee with respect to
one or more Trusts and to add to or change any of the provisions of this
Agreement as shall be necessary to provide for or facilitate the
administration of the Trusts hereunder and thereunder by more than one
Trustee, pursuant to the requirements of Section 7.09; or

                 (7)      to make any other amendments or modifications
hereto, provided such amendments or modifications shall only apply to
Certificates of one or more series to be thereafter issued.

         Section 9.02.  Supplemental Agreements with Consent of
Certificateholders.  With respect to each separate Trust and the series
of Certificates relating thereto, with the consent of the
Certificateholders holding Certificates of any series evidencing
Fractional Undivided Interests aggregating not less than a majority in
interest in such Trust, by Act of said Certificateholders delivered to
the Guarantor, the Company and the Trustee, the Guarantor and the Company
may (with the consent of the Owner Trustee, if any, relating to such
certificates, which consent shall not be unreasonably withheld), and the
Trustee (subject to Section 9.03) shall, enter into an agreement or
agreements supplemental hereto for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this
Agreement, any Intercreditor Agreement or any Note Purchase Agreement to
the extent applicable to such Certificateholders or of modifying in any
manner the rights and obligations of such Certificateholders under this
Agreement; provided, however, that no such supplemental agreement shall,
without the consent of the Certificateholder of each Outstanding
Certificate affected thereby:

                 (1)      reduce in any manner the amount of, or delay
the timing of, any receipt by the Trustee of payments on the Equipment
Notes held in such Trust or distributions that are required to be made
herein on any Certificate of such series, or change any date of payment
of any Certificate of such series, or change the place of payment where,
or the coin or currency in which, any Certificate of such series is
payable, or impair the right to institute suit for the enforcement of any
such payment or distribution on or after the Regular Distribution Date or
Special Distribution Date applicable thereto; or

                 (2)      permit the disposition of any Equipment Note in
the Trust Property of such Trust except as permitted by this Agreement,
or otherwise deprive such Certificateholder of the benefit of the
ownership of the Equipment Notes in such Trust; or

                 (3)      alter the priority of distributions specified
in the Intercreditor Agreement; or


                                   -46-

<PAGE>

                 (4)      reduce the percentage of the aggregate
Fractional Undivided Interests of such Trust which is required for any
such supplemental agreement, or reduce such percentage required for any
waiver (of compliance with certain provisions of this Agreement or
certain defaults hereunder and their consequences) provided for in this
Agreement; or

                 (5)      modify any of the provisions of this Section or
Section 6.05, except to increase any such percentage or to provide that
certain other provisions of this Agreement cannot be modified or waived
without the consent of the Certificateholder of each Certificate or such
series affected thereby.

         It shall not be necessary for any Act of such Certificateholders
under this Section to approve the particular form of any proposed
supplemental agreement, but it shall be sufficient if such Act shall
approve the substance thereof.

         Section 9.03.  Documents Affecting Immunity or Indemnity.  If in
the opinion of the Trustee any document required to be executed by it
pursuant to the terms of Section 9.01 or 9.02 affects any interest,
right, duty, immunity or indemnity in favor of the Trustee under this
Basic Agreement or any Trust Supplement, the Trustee may in its
discretion decline to execute such document.

         Section 9.04.  Execution of Supplemental Agreements.  In
executing, or accepting the additional trusts created by, any
supplemental agreement permitted by this Article or the modifications
thereby of the trusts created by this Agreement, the Trustee shall be
entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental
agreement is authorized or permitted by this Agreement.

         Section 9.05.  Effect of Supplemental Agreements.  Upon the
execution of any supplemental agreement under this Article, this Basic
Agreement shall be modified in accordance therewith, and such
supplemental agreement shall form a part of this Basic Agreement for all
purposes; and every Certificateholder of each series theretofore or
thereafter authenticated and delivered hereunder shall be bound thereby
to the extent applicable to such series.

         Section 9.06.  Conformity with Trust Indenture Act.  Every
supplemental agreement executed pursuant to this Article shall conform to
the requirements of the Trust Indenture Act as then in effect.

         Section 9.07.  Reference in Certificates to Supplemental
Agreements.  Certificates of each series authenticated and delivered
after the execution of any supplemental agreement applicable to such
series pursuant to this Article may bear a notation in form approved by
the Trustee as to any matter provided for in such supplemental agreement;
and, in such case, suitable notation may be made upon Outstanding
Certificates of such series after proper presentation and demand.


                                   -47-

<PAGE>

                                ARTICLE X

               AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

         Section 10.01.  Amendments and Supplements to Indenture and
Other Note Documents. In the event that the Trustee, as holder of any
Equipment Notes in trust for the benefit of the Certificateholders of any
series or as Controlling Party, receives a request for a consent to any
amendment, modification, waiver or supplement under any Indenture or
other Note Document the Trustee shall forthwith send a notice of such
proposed amendment, modification, waiver or supplement to each
Certificateholder of such series registered on the Register as of the
date of such notice.  The Trustee shall request from Certificateholders
of such series a Direction as to (a) whether or not to take or refrain
from taking any action which a holder of such Equipment Note has the
option to direct, (b) whether or not to give or execute any waivers,
consents, amendments, modifications or supplements as a holder of such
Equipment Note and (c) how to vote any Equipment Note if a vote has been
called for with respect thereto.  Provided such a request for
Certificateholder Direction shall have been made, in directing any action
or casting any vote or giving any consent as the holder of any Equipment
Note, the Trustee shall vote for or give consent to any such action with
respect to such Equipment Note in the same proportion as that of (i) the
aggregate face amounts of all Certificates of such series actually voted
in favor of or for giving consent to such action by Acts of
Certificateholders to (ii) the aggregate face amount of all Outstanding
Certificates.  For purposes of the immediately preceding sentence, a
Certificate shall have been "actually voted" if the Holder of such
Certificate has delivered to the Trustee an instrument evidencing such
Holder's consent to such Direction on or prior to the Business Day before
the Trustee directs such action or casts such vote or gives such consent.
Notwithstanding the foregoing, but subject to Section 6.04 and any
Intercreditor Agreement, the Trustee may, in its own discretion and at
its own direction consent and notify the relevant Loan Trustee of such
consent to any amendment, modification, waiver or supplement under the
relevant Indenture, Liquidity Facility, or any Note Document, if an Event
of Default hereunder shall have occurred and be continuing, or if such
amendment, modification or waiver will not adversely affect the interests
of the Certificateholders.

                                ARTICLE XI

                          TERMINATION OF TRUSTS

         Section 11.01.  Termination of the Trusts.  In respect of each
Trust created by the Basic Agreement as supplemented by a related Trust
Supplement, the respective obligations and responsibilities of the
Company, the Guarantor and the Trustee created under this Agreement and
the Trust created hereby and such Trust shall terminate upon the
distribution to all Holders of the Certificates of the series of such
Trust and the Trustee of all amounts required to be distributed to them
pursuant to this Agreement and the disposition of all property held as
part of the Trust Property of the related series of such Trust; provided,

                                   -48-

<PAGE>

however, that in no event shall such Trust continue beyond the final
expiration date determined as provided in this Agreement.

         Notice of any termination of a Trust, specifying the applicable
Regular Distribution Date (or applicable Special Distribution Date, as
the case may be) upon which the Certificateholders of any series may
surrender their Certificates to the Trustee for payment of the final
distribution and cancellation, shall be mailed promptly by the Trustee to
Certificateholders of such series not earlier than the minimum number of
days and not more than the maximum number of days specified therefor in
the related Trust Supplement preceding such final distribution specifying
(A) the Regular Distribution Date (or Special Distribution Date, as the
case may be) upon which the proposed final payment of the Certificates of
such series will be made upon presentation and surrender of Certificates
of such series at the office or agency of the Trustee therein specified,
(B) the amount of any such proposed final payment, and (C) that the
Record Date otherwise applicable to such Regular Distribution Date (or
Special Distribution Date, as the case may be) is not applicable,
payments being made only upon presentation and surrender of the
Certificates of such series at the office or agency of the Trustee
therein specified.  The Trustee shall give such notice to the Registrar
at the time such notice is given to Certificateholders of such series.
Upon presentation and surrender of the Certificates of such series, the
Trustee shall cause to be distributed to Certificateholders of such
series amounts distributable on such Regular Distribution Date (or
Special Distribution Date, as the case may be) pursuant to Section 4.02.

         In the event that all of the Certificateholders of such series
shall not surrender their Certificates for cancellation within six months
after the date specified in the above-mentioned written notice, the
Trustee shall give a second written notice to the remaining
Certificateholders of such series to surrender their Certificates for
cancellation and receive the final distribution with respect thereto.  In
the event that any money held by the Trustee for the payment of
distributions on the Certificates of such series shall remain unclaimed
for two years (or such lesser time as the Trustee shall be satisfied,
after sixty days' notice from the Company, is one month prior to the
escheat period provided under applicable law) after the final
distribution date with respect thereto, the Trustee shall pay to each
Loan Trustee the appropriate amount of money relating to such Loan
Trustee and shall give written notice thereof to the related Owner
Trustees and the Company.

                               ARTICLE XII

                         MISCELLANEOUS PROVISIONS

         Section 12.01.  Limitation on Rights of Certificateholders.  The
death or incapacity of any Certificateholder of any series shall not
operate to terminate this Agreement, or the related Trust, nor entitle
such Certificateholder's legal representatives or heirs to claim an
accounting or to take any action or commence any proceeding in any court
for a partition or winding up of the Trust, nor otherwise affect the

                                   -49-

<PAGE>

rights, obligations, and liabilities of the parties hereto or any of
them.

         Section 12.02.  Liabilities of Certificateholders.  Neither the
existence of the Trust nor any provision in this Agreement is intended to
or shall limit the liability the Certificateholders would otherwise incur
if the Certificateholders owned Trust Property as co-owners, or incurred
any obligations of the Trust, directly rather than through the Trust.

         Section 12.03.  Certificates Nonassessable and Fully Paid.
Certificateholders of each series shall not be personally liable for
obligations of the related Trust, the Fractional Undivided Interests
represented by the Certificates of such series shall be nonassessable for
any losses or expenses of such Trust or for any reason whatsoever, and
Certificates of such series upon authentication thereof by the Trustee
pursuant to Section 3.02 are and shall be deemed fully paid. No
Certificateholder of such series shall have any right (except as
expressly provided herein) to vote or in any manner otherwise control the
operation and management of the related Trust Property, the related
Trust, or the obligations of the parties hereto, nor shall anything set
forth herein, or contained in the terms of the Certificates of such
series, be construed so as to constitute the Certificateholders of such
series from time to time as partners or members of an association.

         Section 12.04.  Registration of Equipment Notes in Name of
Subordination Agent.  If a Trust is party to an Intercreditor Agreement,
the Trustee agrees that all Equipment Notes to be purchased by such Trust
shall be issued in the name of the Subordination Agent under such
Intercreditor Agreement or its nominee and held by such Subordination
Agent in trust for the benefit of the Certificateholders, or, if not so
held, such Subordination Agent or its nominee shall be reflected as the
owner of such Equipment Notes in the register of the issuer of such
Equipment Notes.

         Section 12.05.  Notices.

         (a)     Unless otherwise specifically provided herein or in the
applicable Trust Supplement with respect to any Trust, all notices
required under the terms and provisions of this Basic Agreement or such
Trust Supplement with respect to such Trust shall be in English and in
writing, and any such notice may be given by United States mail, courier
service, telegram, telex, telemessage, telecopy, telefax, cable or
facsimile (confirmed by telephone or in writing in the case of notice by
telegram, telex, telemessage, telecopy, telefax, cable or facsimile) or
any other customary means of communication, and any such notice shall be
effective when delivered, or if mailed, three days after deposit in the
United States mail with proper postage for ordinary mail prepaid,







                                   -50-

<PAGE>

                 if to the Company or the Guarantor, to:

                 Mail:            Northwest Airlines, Inc.
                                  5101 Northwest Drive
                                  St. Paul, Minnesota  55111-3034

                 Courier:         2700 Lone Oak Parkway
                                  Eagan, Minnesota  55121

                 Attention:       Senior Vice President-Finance and
                                  Treasurer

                 Facsimile:       (612) 726-0665

if to the Trustee, to:

         State Street Bank and Trust Company of Connecticut,
          National Association
         225 Asylum Street, Goodwin Square
         Hartford, Connecticut 06103

         Attention:       Corporate/Muni Department

         Facsimile:       (860) 244-1889
         Telephone:       (860) 244-1822

         (b)     The Company, the Guarantor or the Trustee, by notice to
the other, may designate additional or different addresses for subsequent
notices or communications.

         (c)     Any notice or communication to Certificateholders of any
series shall be mailed by first-class mail to the addresses for
Certificateholders of such series shown on the Register kept by the
Registrar and to addresses filed with the Trustee for Certificate Owners
of such series.  Failure so to mail a notice or communication or any
defect in such notice or communication shall not affect its sufficiency
with respect to other Certificateholders or Certificate Owners of such
series.

         (d)     If a notice or communication is mailed in the manner
provided above within the time prescribed, it is conclusively presumed to
have been duly given, whether or not the addressee receives it.

         (e)     If the Company mails a notice or communication to the
Certificateholders of such series, it shall mail a copy to the Trustee
and to each Paying Agent for such series at the same time.

         (f)     Notwithstanding the foregoing, all communications or
notices to the Trustee shall be deemed to be given only when received by
a Responsible Officer of the Trustee.

         (g)     The Trustee shall promptly furnish the Company with a
copy of any demand, notice or written communication received by the

                                   -51-

<PAGE>

Trustee hereunder from any Certificateholder, Owner Trustee or Loan
Trustee.

         Section 12.06.  Governing Law. THIS BASIC AGREEMENT HAS BEEN
DELIVERED IN THE STATE OF NEW YORK AND, TOGETHER WITH ALL TRUST
SUPPLEMENTS AND CERTIFICATES, SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES
OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

         Section 12.07.  Severability of Provisions.  If any one or more
of the covenants, agreements, provisions, or terms of this Agreement
shall be for any reason whatsoever held invalid, then such covenants,
agreements, provisions, or terms shall be deemed severable from the
remaining covenants, agreements, provisions, or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or any Trust, or of the Certificates of any
series or the rights of the Certificateholders thereof.

         Section 12.08.  Trust Indenture Act Controls.  This Agreement is
subject to the provisions of the Trust Indenture Act and shall, to the
extent applicable, be governed by such provisions.

         Section 12.09.  Effect of Headings and Table of Contents.  The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

         Section 12.10.  Successors and Assigns.  All covenants,
agreements, representations and warranties in this Agreement by the
Trustee, the Guarantor and the Company shall bind and, to the extent
permitted hereby, shall inure to the benefit of and be enforceable by
their respective successors and assigns, whether so expressed or not.

         Section 12.11.  Benefits of Agreement.  Nothing in this
Agreement or in the Certificates of any series, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Certificateholders of each series, any benefit or any
legal or equitable right, remedy or claim under this Agreement.

         Section 12.12.  Legal Holidays.  In any case where any Regular
Distribution Date or Special Distribution Date relating to any
Certificate of any series shall not be a Business Day with respect to
such series, then (notwithstanding any other provision of this Agreement)
payment need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
Regular Distribution Date or Special Distribution Date, and no interest
shall accrue during the intervening period.

         Section 12.13.  Counterparts.  For the purpose of facilitating
the execution of this Agreement and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which
counterparts shall constitute but one and the same instrument.

                                   -52-

<PAGE>

         Section 12.14.  Communication by Certificateholders with Other
Certificateholders.  Certificateholders of any series may communicate
with other Certificateholders of such series with respect to their rights
under this Basic Agreement, the related Trust Supplement or the
Certificates of such series pursuant to Section 3.12(b) of the Trust
Indenture Act.  The Company, the Guarantor, the Trustee and any and all
other persons benefitted by this Agreement shall have the protection
afforded by Section 312(c) of the Trust Indenture Act.

         IN WITNESS WHEREOF, the Guarantor, the Company and the Trustee
have caused this Basic Agreement to be duly executed by their respective
officers, all as of the day and year first above written.

                                  NORTHWEST AIRLINES CORPORATION


                                  By_____________________________
                                  Title:_________________________

                                  NORTHWEST AIRLINES, INC.


                                  By_____________________________
                                  Title:_________________________

                                  STATE STREET BANK AND TRUST COMPANY OF
                                  CONNECTICUT, NATIONAL ASSOCIATION,
                                  as Trustee


                                  By_____________________________
                                  Title:_________________________






















                                   -53-

<PAGE>

                                                                EXHIBIT A


                           FORM OF CERTIFICATE

         <F1>[Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Issuer or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede &
Co. or in such other name as is requested by an authorized representative
of DTC (and any payment is made to Cede & Co. or to such other entity as
is requested by an authorized representative of DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an
interest herein.]

            NORTHWEST AIRLINES __________ PASS THROUGH TRUST

                               Pass Through
                      Certificate, Series __________

               Final Distribution Date:  __________, _____


                          evidencing a fractional undivided interest in
                          a trust, the property of which includes
                          certain equipment notes each secured by
                          Aircraft owned by or leased to Northwest
                          Airlines, Inc.

Certificate
No. __________            $__________ Fractional Undivided Interest
                          representing .__________% of the Trust per
                          $1,000 face amount

         THIS CERTIFIES THAT __________________________, for value
received, is the registered owner of a $_____________________
(______________ dollars) Fractional Undivided Interest in the Northwest
Airlines Pass Through Trust (the "Trust") created by State Street Bank
and Trust Company of Connecticut, National Association, as trustee (the
"Trustee"), pursuant to a Pass Through Trust Agreement dated as of June
3, 1999 (the "Basic Agreement"), as supplemented by Trust Supplement No.
___________ thereto dated __________, _____ (collectively, the
"Agreement"), among the Trustee, Northwest Airlines Corporation, a
corporation incorporated under Delaware law (the "Guarantor"), and
Northwest Airlines, Inc., a corporation incorporated under Minnesota law
(the "Company"), a summary of certain of the pertinent provisions of
which is set forth below.  To the extent not otherwise defined herein,
the capitalized terms used herein have the meanings assigned to them in
the Agreement.  This Certificate is one of the duly authorized
Certificates designated as "Pass Through Certificates, Series
_____________" (herein called the "Certificates").  This Certificate is
issued under and is subject to the terms, provisions, and conditions of
____________________
[FN]
<F1>This legend to appear on Book-Entry Certificates to be deposited with
the Depository Trust Company.  One Certificate may be issued in a
denomination of less than $1,000 which shall not have this legend.

                                   -1-

<PAGE>

the Agreement, to which Agreement the Certificateholder of this
Certificate by virtue of the acceptance hereof assents and by which such
Certificateholder is bound.  The property of the Trust includes certain
Equipment Notes and all rights of the Trust to receive any payments under
any Intercreditor Agreement or Liquidity Facility (the "Trust Property").
Each issue of the Equipment Notes is secured by a security interest in
aircraft leased to or owned by the Company.

         The Certificates represent fractional undivided interests in the
Trust and the Trust Property, and have no rights, benefits or interest in
respect of any other separate trust established pursuant to the terms of
the Basic Agreement for any other series of certificates issued pursuant
thereto.  [The undivided percentage interest in the Trust represented by
each of this Certificate (as specified above) and the other Pass Through
Certificates, Series [_______], was determined on the basis of (x) the
aggregate of the Reference Principal Amount of this Certificate (as
specified above) and of the other Pass Through Certificates, Series
[________] and (y) the aggregate original principal amounts of the
Equipment Notes constituting the Trust Property.]

         Subject to and in accordance with the terms of the Agreement and
any Intercreditor Agreement, from funds then available to the Trustee,
there will be distributed on each ____________ and ________________ (a
"Regular Distribution Date"), commencing on _______________, _____, to
the Person in whose name this Certificate is registered at the close of
business on the 15th day preceding the Regular Distribution Date, an
amount in respect of the Scheduled Payments on the Equipment Notes due on
such Regular Distribution Date, the receipt of which has been confirmed
by the Trustee, equal to the product of the percentage interest in the
Trust evidenced by this Certificate and an amount equal to the sum of
such Scheduled Payments.  Subject to and in accordance with the terms of
the Agreement, in the event that Special Payments on the Equipment Notes
are received by the Trustee, from funds then available to the Trustee,
there shall be distributed on the applicable Special Distribution Date,
to the Person in whose name this Certificate is registered at the close
of business on the 15th day preceding the Special Distribution Date, an
amount in respect of such Special Payments on the Equipment Notes, the
receipt of which has been confirmed by the Trustee, equal to the product
of the percentage interest in the Trust evidenced by this Certificate and
an amount equal to the sum of such Special Payments so received.  If a
Regular Distribution Date or Special Distribution Date is not a Business
Day, distribution shall be made on the immediately following Business Day
with the same force and effect as if made on such Regular Distribution
Date or Special Distribution Date and no interest shall accrue during the
intervening period.  The Trustee shall mail notice of each Special
Payment and the Special Distribution Date therefor to the
Certificateholder of this Certificate.

         Distributions on this Certificate will be made by the Trustee by
check mailed to the Person entitled thereto, without the presentation or
surrender of this Certificate or the making of any notation hereon.
Except as otherwise provided in the Agreement and notwithstanding the
above, the final distribution on this Certificate will be made after

                                   -2-

<PAGE>

notice mailed by the Trustee of the pendency of such distribution and
only upon presentation and surrender of this Certificate at the office or
agency of the Trustee specified in such notice.

         The Certificates do not represent a direct obligation of, or an
obligation guaranteed by, or an interest in, the Guarantor, the Company
or the Trustee or any affiliate thereof.  The Certificates are limited in
right or payment, all as more specifically set forth on the face hereof
and in the Agreement.  All payments or distributions made to
Certificateholders under the Agreement shall be made only from the Trust
Property and only to the extent that the Trustee shall have sufficient
income or proceeds from the Trust Property to make such payments in
accordance with the terms of the Agreement.  Each Certificateholder of
this Certificate, by its acceptance hereof, agrees that it will look
solely to the income and proceeds from the Trust Property to the extent
available for distribution to such Certificateholder as provided in the
Agreement.  This Certificate does not purport to summarize the Agreement
and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds, and duties
evidenced hereby.  A copy of the Agreement may be examined during normal
business hours at the principal office of the Trustee, and at such other
places, if any, designated by the Trustee, by any Certificateholder upon
request.

         The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations
of the Company and the rights of the Certificateholders under the
Agreement at any time by the Company and the Trustee with the consent of
the Certificateholders holding Certificates evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in
the Trust.  Any such consent by the Certificateholder of this Certificate
shall be conclusive and binding on such Certificateholder and upon all
future Certificateholders of this Certificate and of any Certificate
issued upon the transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, without the consent of the Certificateholders of any of
the Certificates.

         As provided in the Agreement and subject to certain limitations
set forth, the transfer of this Certificate is registrable in the
Register upon surrender of this Certificate for registration of transfer
at the offices or agencies maintained by the Trustee in its capacity as
Registrar, or by any successor Registrar duly endorsed or accompanied by
a written instrument of transfer in form satisfactory to the Trustee and
the Registrar, duly executed by the Certificateholder hereof or such
Certificateholder's attorney duly authorized in writing, and thereupon
one or more new Certificates of authorized denominations evidencing the
same aggregate Fractional Undivided Interest in the Trust will be issued
to the designated transferee or transferees.

         The Certificates are issuable only as registered Certificates
without coupons in minimum denominations of $1,000 Fractional Undivided

                                   -3-

<PAGE>

Interest and integral multiples thereof except that one Certificate may
be in a denomination of less than $1,000.  As provided in the Agreement
and subject to certain limitations therein set forth, the Certificates
are exchangeable for new Certificates of authorized denominations
evidencing the same aggregate Fractional Undivided Interest in the Trust,
as requested by the Certificateholder surrendering the same.

         No service charge will be made for any such registration of
transfer or exchange, but the Trustee shall require payment of a sum
sufficient to cover any tax or governmental charge payable in connection
therewith.

         The Trustee, the Registrar, and any agent of the Trustee or the
Registrar may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Trustee,
the Registrar, nor any such agent shall be affected by any notice to the
contrary.

         The obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate upon the distribution to
Certificateholders of all amounts required to be distributed to them
pursuant to the Agreement and the disposition of all property held as
part of the Trust Property.

         THE AGREEMENT AND THIS CERTIFICATE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS OF THE STATE OF NEW
YORK.

         Unless the certificate of authentication hereon has been
executed by the Trustee, by manual signature, this Certificate shall not
be entitled to any benefit under the Agreement or be valid for any
purpose.

         IN WITNESS WHEREOF, the Trustee has caused this Certificate to
be duly executed.

                                  NORTHWEST AIRLINES PASS THROUGH TRUST

                          By:     STATE STREET BANK AND TRUST COMPANY
                                  OF CONNECTICUT, NATIONAL ASSOCIATION,
                                  as Trustee


                                  By_____________________________
                                  Title:_________________________




Dated:____________________________



                                   -4-

<PAGE>

          [FORM OF THE TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

                 This is one of the Certificates referred
                  to in the within-mentioned Agreement.


                          STATE STREET BANK AND TRUST COMPANY
                          OF CONNECTICUT, NATIONAL ASSOCIATION,
                               as Trustee


                                  By: ________________________________
                                           Authorized Officer









































                                   -1-

<PAGE>

                            TABLE OF CONTENTS


                                                                     Page

                           ARTICLE I DEFINITIONS

         Section 1.01.  Definitions . . . . . . . . . . . . . . . . . . 2
         Section 1.02.  Compliance Certificates and Opinions  . . . . . 9
         Section 1.03.  Form of Documents Delivered to Trustee  . . .  10
         Section 1.04.  Acts of Certificateholders  . . . . . . . . .  10

   ARTICLE II ORIGINAL ISSUANCE OF CERTIFICATES; ACQUISITION OF EQUIPMENT
                                  NOTES

         Section 2.01.  Amount Unlimited; Issuable in Series  . . . .  11
         Section 2.02.  Acquisition of Equipment Notes  . . . . . . .  13
         Section 2.03.  Acceptance by Trustee . . . . . . . . . . . .  14
         Section 2.04.  Limitation of Powers  . . . . . . . . . . . .  15

                       ARTICLE III THE CERTIFICATES
         Section 3.01.  Form, Denomination and Execution
                          of Certificates . . . . . . . . . . . . . .  15
         Section 3.02.  Authentication of Certificates  . . . . . . .  16
         Section 3.03.  Temporary Certificates  . . . . . . . . . . .  16
         Section 3.04.  Registration of Transfer and Exchange of
                          Certificates  . . . . . . . . . . . . . . .  16
         Section 3.05.  Mutilated, Destroyed, Lost or Stolen
                          Certificates. . . . . . . . . . . . . . . .  17
         Section 3.06.  Persons Deemed Owners . . . . . . . . . . . .  17
         Section 3.07.  Cancellation  . . . . . . . . . . . . . . . .  17
         Section 3.08.  Limitation of Liability for Payments  . . . .  17
         Section 3.09.  Book-Entry and Definitive Certificates  . . .  17

         ARTICLE IV DISTRIBUTIONS; STATEMENTS TO CERTIFICATEHOLDERS

         Section 4.01.  Certificate Account and Special Payments Account
        19
         Section 4.02.  Distributions from Certificate Account and
                          Special Payments Account. . . . . . . . . .  20
         Section 4.03.  Statements to Certificateholders  . . . . . .  21
         Section 4.04.  Investment of Special Payment Moneys  . . . .  22

                           ARTICLE V THE COMPANY

         Section 5.01.  Maintenance of Corporate Existence  . . . . .  22
         Section 5.02.  Consolidation, Merger, etc. . . . . . . . . .  22

                            ARTICLE VI DEFAULT

         Section 6.01.  Events of Default . . . . . . . . . . . . . .  23
         Section 6.02.  Incidents of Sale of Equipment Notes  . . . .  24
         Section 6.03.  Judicial Proceedings Instituted by Trustee;
                          Trustee May Bring Suit. . . . . . . . . . .  24
         Section 6.04.  Control by Certificateholders . . . . . . . .  24

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         Section 6.05.  Waiver of Past Defaults . . . . . . . . . . .  25
         Section 6.06.  Right of Certificateholders to Receive
                          Payments Not To Be Impaired . . . . . . . .  25
         Section 6.07.  Certificateholders May Not Bring Suit Except
                          Under Certain Conditions  . . . . . . . . .  26
         Section 6.08.  Remedies Cumulative . . . . . . . . . . . . .  26
         Section 6.09.  Undertaking for Costs . . . . . . . . . . . .  26

                          ARTICLE VII THE TRUSTEE

         Section 7.01.  Notice of Defaults  . . . . . . . . . . . . .  27
         Section 7.02.  Certain Rights of Trustee . . . . . . . . . .  27
         Section 7.03.  Not Responsible for Recitals or Issuance of
                          Certificates  . . . . . . . . . . . . . . .  28
         Section 7.04.  May Hold Certificates . . . . . . . . . . . .  28
         Section 7.05.  Money Held in Trust . . . . . . . . . . . . .  28
         Section 7.06.  Compensation and Reimbursement  . . . . . . .  28
         Section 7.07.  Corporate Trustee Required; Eligibility . . .  30
         Section 7.08.  Resignation and Removal; Appointment
                          of Successor  . . . . . . . . . . . . . . .  30
         Section 7.09.  Acceptance of Appointment by Successor  . . .  31
         Section 7.10.  Merger, Conversion, Consolidation or
                          Succession to Business  . . . . . . . . . .  32
         Section 7.11.  Maintenance of Agencies . . . . . . . . . . .  32
         Section 7.12.  Money for Certificate Payments to Be Held in
                          Trust . . . . . . . . . . . . . . . . . . .  33
         Section 7.13.  Registration of Equipment Notes in
                          Trustee's Name  . . . . . . . . . . . . . .  34
         Section 7.14.  Representations and Warranties of Trustee . .  34
         Section 7.15.  Withholding Taxes; Information Reporting  . .  35
         Section 7.16.  Trustee's Liens . . . . . . . . . . . . . . .  35
         Section 7.17.  Preferential Collection of Claims . . . . . .  35

       ARTICLE VIII CERTIFICATEHOLDERS' LISTS AND REPORTS BY TRUSTEE

         Section 8.01.  The Company to Furnish Trustee
                          with Names and Addresses of
                          Certificateholders  . . . . . . . . . . . .  35
         Section 8.02.  Preservation of Information; Communications
                          to Certificateholders . . . . . . . . . . .  35
         Section 8.03.  Reports by Trustee  . . . . . . . . . . . . .  36
         Section 8.04.  Reports by the Guarantor and Company  . . . .  36

                    ARTICLE IX SUPPLEMENTAL AGREEMENTS

         Section 9.01.  Supplemental Agreements Without Consent of
                          Certificateholders  . . . . . . . . . . . .  37
         Section 9.02.  Supplemental Agreements with Consent of
                          Certificateholders  . . . . . . . . . . . .  37
         Section 9.03.  Documents Affecting Immunity or Indemnity . .  38
         Section 9.04.  Execution of Supplemental Agreements  . . . .  38
         Section 9.05.  Effect of Supplemental Agreements . . . . . .  38
         Section 9.06.  Conformity with Trust Indenture Act . . . . .  39
         Section 9.07.  Reference in Certificates to Supplemental
                          Agreements  . . . . . . . . . . . . . . . .  39


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           ARTICLE X AMENDMENTS TO INDENTURE AND NOTE DOCUMENTS

         Section 10.01.  Amendments and Supplements to Indenture and
                           Other Note Documents . . . . . . . . . . .  39

                     ARTICLE XI TERMINATION OF TRUSTS

         Section 11.01.  Termination of the Trusts  . . . . . . . . .  39

                   ARTICLE XII MISCELLANEOUS PROVISIONS

         Section 12.01.  Limitation on Rights of Certificateholders .  40
         Section 12.02.  Liabilities of Certificateholders  . . . . .  40
         Section 12.03.  Certificates Nonassessable and Fully Paid  .  41
         Section 12.04.  Registration of Equipment Notes in Name of
                           Subordination Agent  . . . . . . . . . . .  41
         Section 12.05.  Notices  . . . . . . . . . . . . . . . . . .  41
         Section 12.06.  Governing Law  . . . . . . . . . . . . . . .  42
         Section 12.07.  Severability of Provisions . . . . . . . . .  42
         Section 12.08.  Trust Indenture Act Controls . . . . . . . .  42
         Section 12.09.  Effect of Headings and Table of Contents . .  43
         Section 12.10.  Successors and Assigns . . . . . . . . . . .  43
         Section 12.11.  Benefits of Agreement  . . . . . . . . . . .  43
         Section 12.12.  Legal Holidays . . . . . . . . . . . . . . .  43
         Section 12.13.  Counterparts . . . . . . . . . . . . . . . .  43
         Section 12.14.  Communication by Certificateholders with
                           Other Certificateholders . . . . . . . . .  43

Exhibit A - Form of Certificate

























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