Exhibit 4.2


 


This Trust Supplement No. 2003-1, dated as of
           , 2003
(herein called the “Trust Supplement”), by and among Northwest Airlines
Corporation, a Delaware corporation (the “Guarantor”), Northwest
Airlines, Inc., a Minnesota corporation (the “Company”), and U.S. Bank
Trust National Association, as successor to State Street Bank and Trust Company
of Connecticut, National Association (the “Trustee”), to the Pass
Through Trust Agreement, dated as of June 3, 1999, by and among the
Guarantor, the Company and the Trustee (the “Basic Agreement”).


 


 


W   I   T   N
  E   S   S   E   T
  H:


 


 


WHEREAS, the Basic Agreement, unlimited as to
the aggregate principal amount of pass through certificates which may be issued
thereunder, has heretofore been executed and delivered;


 


WHEREAS, unless otherwise specified herein,
capitalized terms used herein without definition having the respective meanings
specified heretofore in the Basic Agreement;


 


WHEREAS, under the terms of each Prior Series
(as defined below) of the Company’s pass through certificates, the Company has
issued an aggregate of $    million principal amount of Series C
Equipment Notes (for Series 2001-2), Series D Equipment Notes (for Series
1999-2, Series 1999-3, Series 2000-1, Series 2001-1 and Series 2002-1) and
Series E Equipment Note (for Series 2001-1) in each case as identified on
Schedule I hereto (collectively, the “Junior Equipment Notes”) secured
by aircraft financed under such Prior Series and identified on Schedule I
hereto (the “Owned Aircraft” or “Aircraft”);


 


WHEREAS, all of the Series D Equipment Notes
of each of Series 2001-1 and Series 2002-1 are held by a separate pass through
trust, all of the pass through certificates of which are held by the related
Delaware Statutory Trust (as defined herein);


 


WHEREAS, the Company will issue an aggregate
of $    million principal amount of the Company’s D-2 Secured
Notes due April 1, 2009 (the “D-2 Secured Notes”), each of which is
secured by an equal notional amount of Series D-2 Beneficial Interest in the
related Delaware Trust (the “Series D-2 Beneficial Interest”);


 


WHEREAS, the Trustee hereby declares the
creation of this Trust (the “2003-1 Trust” or the “Applicable Trust”)
for the benefit of the Applicable Certificateholders (as defined below), and
the initial Applicable Certificateholders, by their respective acceptances of
the Applicable Certificates, join in the creation of this 2003-1 Trust with the
Trustee;


 


WHEREAS, the Company shall contribute
$        million to the 2003-1 Trust, which
the 2003-1 Trust will distribute, in addition to other payments received, to
the Class D Certificateholders on the first Regular Distribution Date (as
defined herein) to cover any interest shortfalls on the first Regular
Distribution Date;


 


WHEREAS, the 2003-1 Trust will issue
Certificates in two classes, the Class D Pass Through Certificates and the
Class X Pass Through Certificate;


 

















 


WHEREAS, pursuant to the terms and conditions
of the Basic Agreement as supplemented by this Trust Supplement (the “Agreement”),
the Trustee shall acquire the Series E Equipment Note issued under Series
2001-1, Series C Equipment Notes issued under Series 2001-2, and the Series D
Equipment Notes issued under Series 1999-2, Series 1999-3 and Series 2000-1, in
each case as identified on Schedule I hereto, the D-2 Secured Notes and the
Series D-1 Beneficial Interests in the Delaware Statutory Trusts (the “Series
D-1 Beneficial Interests”) (collectively, the “Equipment Notes”)
(which have at least the same interest rate as, and final maturity dates not
later than the final expected Regular Distribution Date of, the Class D Pass
Through Certificates issued hereunder) and shall hold the Equipment Notes in
trust for the benefit of the Applicable Certificateholders;


 


WHEREAS, all of the conditions and
requirements necessary to make this Trust Supplement, when duly executed and
delivered, a valid, binding and legal instrument in accordance with its terms
and for the purposes herein expressed, have been done, performed and fulfilled,
and the execution and delivery of this Trust Supplement in the form and with
the terms hereof have been in all respects duly authorized; and


 


WHEREAS, this Trust Supplement 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
premises herein, it is agreed by and among the Guarantor, the Company and the
Trustee as follows:


 


ARTICLE I

THE CERTIFICATES


 


Section 1.01.                             The
Certificates.  There is hereby
created a series of Certificates to be issued in two classes under the
Agreement to be distinguished and known as (i) “Class D Pass Through
Certificates, Series 2003-1” (hereinafter defined as the “Class D
Certificates”) and (ii) “Class X Pass Through Certificate, Series 2003-1”
(hereinafter defined as the “Class X Certificate”; together with the
Class D Certificates, the “Applicable Certificates”).  Each Class D Certificate represents a
Fractional Undivided Interest in the 2003-1 Trust (other than any Excess
Interest and Investment Income thereon) created hereby.  The Class X Certificate represents a 100%
interest in any Excess Interest received by the 2003-1 Trust.


 


Section 1.02.                             Class
D Certificates.  The terms and
conditions applicable to the Class D Certificates are as follows: 


 


(a)          The aggregate principal amount of the Class D
Certificates that shall be authenticated under the Agreement (except for Class
D Certificates authenticated and delivered pursuant to Sections 3.03, 3.04 and
3.05 of the Basic Agreement) upon their initial issuance is
$          .


 


(b)         The Regular Distribution Dates with respect to
any payment of Scheduled Payments for the Class D Certificates means each April
1 and October 1, commencing on April 1, 2004, until all payments in respect of
the Equipment Notes has been made. 


 


2

















 


Except as described herein, Scheduled Payments for the Class D
Certificates shall not include any Excess Interest nor any Investment Income.


 


(c)          The Special Distribution Dates with respect
to the Class D Certificates shall be each Business Day on which a Special
Payment is to be distributed pursuant to this Agreement.  Except as described herein, Special Payments
for the Class D Certificates shall not include any Excess Interest nor any
Investment Income.


 


(d)         (i)  The Class D Certificates shall
be in the form attached hereto as Exhibit A–1.  Each purchaser of Class D Certificates, by its acceptance of such
Certificate or its interest therein, will be deemed to represent and warrant to
and for the benefit of the Company that either (x) for the entire period during
which such person holds its interest in this Certificate, no portion of the
assets used by such person to acquire and hold its interest in this Certificate
constitute the assets of any employee benefit plan subject to Title I of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a
plan, account or arrangement subject to Section 4975 of the Internal Revenue
Code of 1986, as amended (the “Code”), or provisions under any federal,
state, local, non-U.S. or other laws or regulations that are similar to such
provisions of ERISA or the Code (collectively, “Similar Laws”), or any
entity whose underlying assets are considered to include “plan assets” of any
such plan, account or arrangement or (y) its purchase and holding of this
Certificate (or any interest therein) will not constitute or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code or a
violation under any applicable Similar Laws.


 


(ii)                                  The Class D
Certificates shall be Book-Entry Certificates, which shall be subject to the
conditions set forth in the Letter of Representations among the Guarantor, the
Company and the Depository Trust Company (the “DTC”) attached hereto as
Exhibit B.


 


(e)          The Scheduled Payments of principal shall be
as set forth in Exhibit C hereto.


 


(f)            One each Regular Distribution Date or
Special Distribution Date, the Trustee will distribute funds available as
follows:


 


(1)  to the holders of the Class D Certificates
up to the amount equal to the sum of (i) accrued and unpaid interest on the
Class D Certificates (except in the case of a Special Distribution Date, in
which it case it shall be accrued and unpaid interest on the pool balance of
the Class D Certificates being paid on such Special Distribution Date) and (ii)
the amount equal to the difference between (x) the Pool Balance of the Class D
Certificates as of such Distribution Date before giving effect to any
distribution on such Distribution Date and (y) the Pool Balance of the Class D
Certificates calculated as the sum of (a) the aggregate outstanding principal
amount of the Junior Equipment Notes relating to Series 1999-2, Series 1999-3,
Series 2000-1 and Series 2001-2 as of such Distribution Date (or, if such
Distribution Date is not a distribution date under any such Prior Series, the
distribution date immediately preceding such Distribution Date under such Prior
Series) (the date so determined being a “Determination Date”) without
giving effect to the most recent payment thereon resulting in a reduction of
such principal


 


3

















 


amount minus
the principal component of the Expected Distribution or Adjusted Expected
Distribution for the most junior class of certificates under such Prior Series
as of the Determination Date calculated under the applicable Intercreditor
Agreement, (b) the outstanding principal amount of the Series E Equipment Note
and the D-2 Secured Notes calculated on the basis that all amounts due and
payable (whether or not actually paid) on the Series E Equipment Note and the
D-2 Secured Notes have been paid in full and (c) the outstanding principal
balance of the Series D-1 Beneficial Interests calculated on the basis that the
principal component of Expected Distribution or Adjusted Expected Distribution
on the most junior class of certificates under Series 2001-1 and Series 2002-1
as of the Determination Date calculated under the applicable Intercreditor
Agreement, have been received by the Delaware Statutory Trusts for Series
2001-1 and Series 2002-1 and distributed to the Applicable Trust, as holder of
the Series D-1 Beneficial Interests; and thereafter


 


(2)  to the holder of the Class X Certificate up
to the amount of (i) the Excess Interest calculated on the basis that interest
on the Equipment Notes has been timely paid in full minus (ii) the aggregate
amount actually distributed to the holder of the Class X Certificate; and thereafter


 


(3)  to the Company, Investment Income, to the
extent applicable.


 


Section 1.03.                             Class
X Certificate.  The terms and
conditions applicable to the Class X Certificate are as follows: 


 


(a)          The Class X Certificate represents the right
to receive only Excess Interest and does not have a principal amount.


 


(b)         The Regular Distribution Dates with respect to
any payment of Scheduled Payments for the Class X Certificate means each April
1 and October 1, commencing on April 1, 2004, until all payments in respect of
the Equipment Notes has been made. 
Except as described herein, Scheduled Payments for the Class X
Certificate shall only include Excess Interest.


 


(c)          The Special Distribution Dates with respect
to the Class X Certificate shall be each Business Day on which a Special
Payment is to be distributed pursuant to this Agreement.  Except as described herein, Special Payments
for the Class X Certificate shall only include Excess Interest.


 


(d)         The Class X Certificate shall be in the form
attached hereto as Exhibit A-2 and be issued only in the definitive certificate
form. There shall be only one Class X Certificate.  The Class X Certificate may only be held by, and may not be
transferred to any Person other than, the Company or any of its Affiliates.


 


Section 1.04.                             Intercreditor
Agreements.  The Applicable
Certificates are subject, directly or indirectly, to each Intercreditor
Agreement.


 


Section 1.05.                             Ranking
of Applicable Certificates.  The
Class D Certificates will be subject, directly or indirectly, to the ranking
and priority as set forth in each Intercreditor


 


4

















 


Agreement. 
The Class X Certificate is hereby subordinated in right of payment, to
the extent and in the manner provided in Section 1.02(f), to the prior payment
in full of all obligations on the Class D Certificates.


 


Section 1.06.                             No
Liquidity Facility.  The Applicable
Certificates will not be entitled to the benefits of any Liquidity Facility.


 


Section 1.07.                             Cross–Default
or Cross–Collateralization of Equipment Notes.  As set forth in the related Indentures,
there will not be any cross-collateralization provisions (other than for
Equipment Notes of Series 2001-2) or cross-default provisions in respect of the
Equipment Notes.  As set forth in the related
Indentures for Equipment Notes of Series 2001-2, any proceeds realized from the
sale of an Aircraft or other exercise of remedies under a Defaulted Indenture
will be used, after paying certain administrative expenses or other related
amounts, to pay all amounts due and payable on all of the Series A Equipment
Notes of Series 2001-2 issued under all Defaulted Indentures and thereafter to
pay all amounts due and payable on all of the Series B Equipment Notes of
Series 2001-2 issued under all Defaulted Indentures.


 


Section 1.08.                             Investment
of Moneys.  For purposes of the
2003-1 Trust, Section 4.04 of the Basic Agreement shall be amended to read as
follows:


 


“Section 4.04.  Investment of
Moneys; Investment Income.  (a) Any
money received by the Trustee pursuant to Section 4.01 representing a Scheduled
Payment or 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 Scheduled
Payment or 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 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.  Income
from investments made pursuant to this Section 4.04 is herein referred to as
“Investment Income”.


 


(b)  Investment Income will be
distributed on each Regular Distribution Date to the Company in consideration
for the Company’s agreement to pay the Trustee’s fees and other incidental
expenses of the 2003-1 Trust.  Payment
of the Investment Income to the Company is subordinated to payments on the
Class D Certificates.  Investment Income
will be used to cover any shortfall in the amount of distributions of the Class
D Certificates before distribution to the Company.  The Company will be obligated to the pay the 2003-1 Trust’s
expenses even if the Investment Income is fully used to offset the shortfalls
but the Company will be entitled to receive such payments to the extent such
shortfalls are later recovered.”


 


5

















 


ARTICLE II

STATEMENT OF INTENT


 


Section 2.01.                             Statement
of Intent.  The parties hereto
intend that the Applicable Trust be classified for U.S. federal income tax
purposes as a grantor trust under Subpart E, Part I of Subchapter J of the Code
and not as a trust or association taxable as a corporation or a partnership.  Each of the parties hereto and each
Applicable Certificateholder, or beneficial owner of an Applicable Certificate,
by its acceptance of its Applicable Certificate or a beneficial interest
therein, agrees to treat for all U.S. federal, state and local income tax
purposes the Applicable Trust as a grantor trust and the other Equipment Notes
as indebtedness of the Company.


 


Section 2.02.                             Activities
of Trust.  (a)  Other than
in connection with the transactions contemplated by this Agreement or the Note
Documents, the Trustee, on behalf of the Applicable Trust, shall not (i) borrow
money or issue debt or (ii) merge with another entity, reorganize, liquidate or
sell its assets.


 


(b)  The activities of the Trustee on behalf of
the Applicable Trust shall be limited to those activities authorized by this
Agreement or the Note Documents.


 


ARTICLE III

DEFINITIONS


 


Section 3.01.                             Definitions.  (a)  For all purposes of the Basic
Agreement as supplemented by this Trust Supplement, the following capitalized
terms have the following meanings:


 


Adjusted
Expected Distributions:  Has the meaning specified in the applicable Intercreditor
Agreement.


 


Aircraft:  Has the meaning specified in the recitals
hereto.


 


Applicable
Certificateholder: 
Means the holder of an Applicable Certificate.


 


Applicable
Certificates: 
As defined in Section 1.01 hereof.


 


Business Day:  Means any day, other than a Saturday, Sunday
or other day on which commercial banks are authorized or required to close in
New York, New York, Minneapolis, Minnesota, Boston, Massachusetts, or Salt Lake
City, Utah.


 


Class D
Certificateholder: 
Means the holder of a Class D Certificate.


 


Class D
Certificates: 
As defined in Section 1.01 hereof.


 


Class X
Certificateholder: 
Means the holder of the Class X Certificate.


 


Class X Certificate:  As defined in Section 1.01 hereof.


 


6

















 


Defaulted
Indenture: 
Means an Indenture for Series 2001-2, under which (i) a payment default
exists, (ii) the Series A Equipment Notes or the Series B Equipment Notes
issued under such Indenture have been accelerated or (iii) the Loan Trustee
under such Indenture has commenced exercise of remedies.


 


Delaware
Statutory Trust: 
Means, in the case of Series 2001-1, NWA Class D Certificate Trust
established by the Amended and Restated Trust Agreement dated as of
      , 2003 between Wilmington Trust Company, as
owner trustee, and the Company, as beneficiary, and in the case of Series
2002-1, NWA Class D Certificate Trust II established by the Amended and Restated
Trust Agreement dated as of       , 2003 between
Wilmington Trust Company, as owner trustee, and the Company, as beneficiary.


 


Distribution
Date:  Means
any Regular Distribution Date or Special Distribution Date.


 


DTC:  As defined in Section 1.01(e) hereof.


 


DTC
Participant: 
Means any of the participants in the DTC.


 


D-2 Secured
Notes:  Has the
meaning specified in the recitals hereto.


 


Equipment Note:  Has the meaning specified in the recitals
hereto.


 


Excess
Interest: 
Means, subject to the Intercreditor Agreement for each Prior Series, any
accrued interest payments in respect of the Equipment Notes issued under such
Prior Series in excess of   % per annum in the aggregate, calculated
on the basis of a 360 day year consisting of twelve 30 day months.


 


Expected
Distribution: 
Has the meaning specified in the applicable Intercreditor Agreement.


 


Intercreditor
Agreement: 
Means, for each Prior Series, the Intercreditor Agreement among the
Company, the other trustees party thereto, the liquidity providers and/or
policy provider party thereto and the subordination agent party thereto for
such Prior Series, as amended by the Intercreditor Amendment for such Prior
Series.


 


Intercreditor
Amendment: 
Means, for each Prior Series, Amendment No. 1 and Amendment No. 2, if
applicable, to the Intercreditor Agreement for such Prior Series dated as of
the date hereof among the Company, the Trustee, the other trustees party
thereto, the liquidity providers and/or policy provider party thereto and the
subordination agent party thereto.


 


Junior
Equipment Notes: 
Has the meaning specified in the recitals hereto.


 


Investment
Income:  Has
the meaning specified in Section 1.08 hereof.


 


Note Documents:  With respect to (i) each Equipment Note
other than the D-2 Secured Note and the Series D-1 Beneficial Interests, means
the related Indenture and the


 


7

















 


related
Participation Agreement, (ii) the Series D-1 Beneficial Interests, the related
statutory trust agreement for the Delaware Statutory Trust, and (iii) each D-2
Secured Note, the related pledge agreement, guarantee and D-2 Secured Note.


 


Owned Aircraft:  Has the meaning specified in the recitals
hereto.


 


Participation
Agreement: 
Means, for each Prior Series, each Participation Agreement related to an
Owned Aircraft (as such terms are defined in the Intercreditor Agreement for
such Prior Series).


 


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


 


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


 


Prior Series:  Means each of the six series of the
Company’s pass through certificates previously issued and designated as Series
1999-2 (“Series 1999-2”), Series 1999-3 (“Series 1999-3”), Series 2000-1
(“Series 2000-1”), Series 2001-1 (“Series 2001-1”), Series 2001-2 (“Series
2001-2”) and Series 2002-1 (“Series 2002-1”).  


 


Prospectus:  Means the Prospectus dated
          , 2003, relating to
the offering of the Class D Certificates.


 


Record Date:  Means the fifteenth day preceding any
Distribution Date on which the Applicable Certificateholders are determined for
purposes of the distribution which will occur on such Distribution Date.


 


Scheduled
Payment:  Has
the meaning specified in the applicable Intercreditor Agreement; provided that
it shall include any Overdue Scheduled Payment (as defined in such
Intercreditor Agreement) received by the Trustee on or before the fifth day
after the next Regular Distribution Date.


 


Senior
Certificates: 
Means, with respect to any Prior Series, all of the pass through
certificates issued under such Prior Series other than the most junior class of
pass through certificates issued thereunder (including the Applicable
Certificates).


 


8

















 


Series A
Equipment Notes: 
Has the meaning specified in the Intercreditor Agreement relating to
Series 2001-2.


 


Series B
Equipment Notes: 
Has the meaning specified in the Intercreditor Agreement relating to
Series 2001-2.


 


Series D-1
Beneficial Interests: 
Has the meaning specified in the recitals hereto.


 


Series E
Equipment Note: 
Means the Series E Secured Certificate issued under the Indenture
relating to one Boeing 747-400 aircraft under Series 2001-1.


 


Special
Payment:  Has
the meaning specified in the applicable Intercreditor Agreement; provided it
shall not include any Overdue Scheduled Payment (as defined in such
Intercreditor Agreement) received by the Trustee on or before the fifth day
after the next Regular Distribution Date.


 


Trust Property:  Means (i) the Equipment Notes held as the
property of the Applicable Trust and, subject to the Intercreditor Agreements,
all monies at any time paid thereon and all monies due and to become due
thereunder, (ii) funds from time to time deposited in the Certificate Account
and the Special Payments Account, (iii) cash in the amount of $    
to be contributed by the Company and to be distributed on the first Regular
Distribution Date, and (iv) all rights of the Applicable Trust and the Trustee,
on behalf of the Applicable Trust, under the Intercreditor Agreements,
including, without limitation, all rights to receive certain payments under
such documents, and all monies paid to the Trustee on behalf of the Applicable
Trust pursuant to the Intercreditor Agreements.


 


Section 3.02.                             Other.  (a)  For purposes of the
Applicable Trust, “PTC Event of Default,” as used in the Basic Agreement with
respect to each Prior Series, shall have the meaning set forth in the
applicable Intercreditor Agreement.


 


(b)         With respect to the
Applicable Trust, the definition of the term “Specified Investments” in the Basic
Agreement is amended by adding the following sentence at the end of such
definition:


 


“U.S. Bank Trust
National Association, in acting as Pass Through Trustee, is hereby authorized,
in making or disposing of any investment described herein, to deal with itself
(in its individual capacity) or with any one or more of its affiliates, whether
it or such affiliate is acting as an agent of the Pass Through Trustee or for
any third person or dealing as principal for its own account.”


 


ARTICLE IV

THE TRUSTEE


 


Section 4.01.                             Delivery
of Documents; Delivery Dates.  The
Trustee is hereby directed (i) to execute and deliver the Intercreditor
Amendments and the Note Documents to which it is a party, each in the form
delivered to the Trustee by the Company and (ii) subject to the respective
terms thereof, to perform its obligations thereunder.  Upon request of the


 


9

















 


Company and the satisfaction or waiver of the
conditions to the exchange offers described in the Prospectus, the Trustee
shall (i) purchase the Equipment Notes from the Company for a purchase price
equal to the aggregate principal amount thereof and any accrued interest
thereon (the “Purchase Price”) and simultaneously (ii) execute, deliver,
authenticate, issue and sell to the Company the total amount of Applicable
Certificates authorized under Sections 1.02 and 1.03 for a purchase price equal
to the Purchase Price.  Except as
provided in Sections 3.03, 3.04, 3.05 and 3.09 of the Basic Agreement, the
Trustee shall not execute, authenticate or deliver Applicable Certificates in
excess of the aggregate amount specified in this paragraph.


 


Section 4.02.                             The
Trustee.  (a)  Subject to
Section 4.03 of this Trust Supplement and Section 7.14 of the Basic Agreement,
the Trustee shall not be responsible in any manner whatsoever for or in respect
of the validity or sufficiency of this Trust Supplement or the due execution
hereof by the Company or the other parties thereto (other than the Trustee), or
for or in respect of the recitals and statements contained herein or therein,
all of which recitals and statements are made solely by the Company.


 


(b)         Except as herein
otherwise provided, no duties, responsibilities or liabilities are assumed, or
shall be construed to be assumed by the Trustee by reason of this Trust
Supplement other than as set forth in the Basic Agreement, and this Trust
Supplement is executed and accepted on behalf of the Trustee, subject to all
the terms and conditions set forth in the Basic Agreement, upon the
effectiveness thereof, as fully to all intents as if the same were herein set
forth at length.


 


Section 4.03.                             Representations
and Warranties of the Trustee.  The
Trustee hereby represents and warrants that:


 


(a)          the Trustee has full power, authority and
legal right to execute, deliver and perform this Trust Supplement, each
Intercreditor Agreement, each Intercreditor Amendment and the Note Documents to
which it is a party (collectively, the “Trustee Agreements”) and has
taken all necessary action to authorize the execution, delivery and performance
by it of the Trustee Agreements;


 


(b)         the execution, delivery and performance by the
Trustee of the Trustee Agreements (i) will not violate any provision of any
United States federal law or the law of any state of the United States where it
is located 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;


 


10

















 


(c)          the execution, delivery and performance by
the Trustee of the Trustee 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 any state of the United States
where it is located governing the banking and trust powers of the Trustee; and


 


(d)         each Trustee Agreement has been, or will be,
as applicable, duly executed and delivered by the Trustee and constitute, or
will constitute, as applicable, the legal, valid and binding agreement of the
Trustee, enforceable against it in accordance with its terms; provided,
however, 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 4.04.                             Trustee
Liens.  The Trustee in its
individual capacity agrees, in addition to the agreements contained in Section
7.16 of the Basic Agreement, that it will, at its own cost and expense,
promptly take any action as may be necessary to duly discharge and satisfy in
full any Trustee’s liens on or with respect to the Trust Property which is
attributable to the Trustee in its individual capacity and which is unrelated
to the transactions contemplated by the Intercreditor Agreements and Note
Documents.


 


ARTICLE V

SUPPLEMENTAL AGREEMENT


 


Section 5.01.                             Supplemental
Agreements.  (a)  For purposes of the 2003-1 Trust, Section
9.01 and 9.02 of the Basic Agreement shall be amended to read as follows:


 


“Section
9.01.  Supplemental Agreements
Without Consent of Applicable Certificateholders.  Without the consent of the Applicable 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 any Intercreditor Agreement, 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 conferred
upon the Guarantor or the Company in this Agreement or any Intercreditor
Agreement; or


 


(4)                                  except
where Certificateholder consent is required by Sections 9.02(1) - 9.02(6) and
as described below, to correct or supplement any provision in this Agreement or
any Intercreditor Agreement which may be defective or inconsistent with any
other provision herein or in any Trust Supplement or to


 


11

















 


make any other
provisions with respect to matters or questions arising under this Agreement or
any Intercreditor 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 in this Agreement or any Intercreditor
Agreement; or


 


(5)                                  to
comply with any requirement of the  SEC,
any applicable law, rules or regulations of any exchange or quotation system on
which the Applicable Certificates are listed, or any regulatory body; or


 


(6)                                  to
modify, eliminate or add to the provisions of this Agreement or any
Intercreditor 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 or any Intercreditor Agreement such other
provisions as may be expressly permitted by the Trust Indenture Act, excluding,
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


 


(7)                                  to
evidence and provide for the acceptance of appointment under this Agreement or
any Intercreditor 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 or any
Intercreditor 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


 


(8)                                  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 such
series (other than the Class X Certificate) evidencing Fractional Undivided
Interests aggregating not less than a majority in interest in such Trust (other
than Excess Interest and Investment Income thereon), by Act of said
Certificateholders delivered to the Guarantor, the Company and the Trustee, the
Guarantor and the Company may 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 or any Intercreditor Agreement to the extent applicable
to such Certificateholders or of modifying in any manner the rights and
obligations of such Certificateholders under this Agreement or any
Intercreditor Agreement; provided, however, that no such
supplemental agreement shall, without the consent of the Certificateholder of
each outstanding Class D Certificate affected thereby:


 


12

















 


(1)                                  reduce
in any manner the amount of, or delay the timing of, any receipt by the Trustee
of payments on the Equipment Notes or other Trust Property 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 any Intercreditor Agreement; or


 


(4)                                  reduce
the percentage of the aggregate Fractional Undivided Interests of such Trust,
the consent of the holder of 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;


 


provided further,
however, that no such supplemental agreement shall, without the consent of the
holder of the Class X Certificate, if 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 or other Trust Property 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)                                  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.”


 


13

















 


(b)         Any supplemental
agreement may not adversely affect the status of the Applicable Trust for U.S.
federal income tax purposes, as either (i) a grantor trust under Subpart E,
Part I of Subchapter J of Chapter 1 of Subtitle A of the Code or (ii)
a partnership.


 


ARTICLE VI

STATEMENT TO CERTIFICATEHOLDERS


 


Section 6.01.                             Statements
to Class D Certificateholders; Federal Income Tax Reporting.  (a)  On each Distribution Date for
Class D Certificates, the Trustee will include with each distribution to Class
D Certificateholders of a Scheduled Payment or Special Payment, as the case may
be, a statement setting forth the information provided below.  Such statement shall set forth (per $1,000
face amount Class D Certificate as to (i), (ii), (iii) and (iv) below) the
following information:


 


(i)                                     the aggregate
amount of funds distributed on such Distribution Date under the Agreement;


 


(ii)                                  the amount of such
distribution under the Agreement allocable to principal and the amount
allocable to premium, if any;


 


(iii)                               the amount of such
distribution under the Agreement allocable to interest;


 


(iv)                              the amount of Investment
Income paid to the Company; and


 


(v)                                 the Pool Balance and
the Pool Factor.


 


With respect to the Class D Certificates
registered in the name of DTC, on the Record Date prior to each Distribution
Date, the Trustee will request from DTC a securities position listing setting
forth the names of all direct participants reflected on its books as holding
interests in the Class D Certificates on such Record Date.  On each Distribution Date, the Trustee will
mail to each such direct participant, whose name has been provided by DTC, the
statement described above and will make available additional copies as
requested by such direct participant for forwarding to holders of interests in
the Class D 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 Class D Certificateholder of
record a statement containing the sum of the amounts determined pursuant to
clauses (a)(i), (a)(ii), (a)(iii) and (a)(iv) of this Section 6.01 for such
calendar year or, in the event such Person was a Class D Certificateholder of
record during a portion of such calendar year and any original issue discount
for such year, for such portion of such year, and such other items as are
readily available to the Trustee and which a Class D Certificateholder shall
reasonably request as necessary for the purpose of such Class D
Certificateholder’s preparation of its federal income tax returns.  Such statement and such other items shall be
prepared on the basis of information supplied to the Trustee by the direct
participants of DTC, and shall be delivered by the Trustee to such direct
participants to be available for forwarding by such direct participants to the
holders of interests in the Class D Certificates in the manner described in
Section 6.01(a) hereof.  The Trustee
will also report to the Company, as holder of the Class X Certificate, the
aggregate amount distributed in respect


 


14

















 


thereof and the amount, if any, paid due to any shortfalls in the
amount of distributions to the holders of the Class D Certificates and as a
result of the subordination of the Class X Certificate.


 


(c)          Promptly following the
date of (i) any change in the information set forth in clauses (x) and (y)
below from that set forth in page 41 of the Prospectus, and (ii) any early
redemption or purchase of, or any default in the payment of principal or
interest in respect of, any of the Equipment Notes held in the Applicable
Trust, the Trustee shall furnish to Class D Certificateholders of record on
such date a statement setting forth (x) the expected Pool Factors for each
subsequent Regular Distribution Date and (y) the expected principal
distribution schedule of the Equipment Notes, in the aggregate, held as Trust
Property at the date of such notice. 
With respect to the Class D Certificates registered in the name of DTC,
the Trustee will request from DTC a securities position listing setting forth
the names of all direct participants reflected on its books as holding interests
in the Class D Certificates.  The
Trustee will mail to each direct participant the statement described above and
will make available additional copies as requested by such direct participant
for forwarding to holders of interests in the Class D Certificates.


 


(d)         Unless and until required
otherwise by applicable authority, the Trustee shall treat the Applicable Trust
as a “grantor trust” under Subpart E, Part I, Subchapter J of Chapter 1 of the
Code, and shall file annually with the Internal Revenue Service Form 1041,
indicating the name and address of the Applicable Trust and otherwise completed
in blank, with attached statements identifying each Applicable
Certificateholder and its share of the income and expenses of the Applicable
Trust for the applicable portion of the preceding calendar year, on the cash or
accrual method, as the case may be, and shall furnish each Applicable
Certificateholder with a copy of its statement at the time and in the manner
required by the Code.


 


(e)          This Section 6.01 supersedes
and replaces Section 4.03 of the Basic Agreement.


 


ARTICLE VII

DEFAULT


 


Section 7.01.                             Purchase
Rights of Certificateholders.  By
acceptance of its Class D Certificate, each Class D Certificateholder agrees
that, after the occurrence and during the continuation of a Triggering Event
with respect to any Prior Series,


 


(a)          subject to Section 7.01(b) below, each Class
D Certificateholder (other than the Company or any of its Affiliates) shall
have the right, or, with respect to a Triggering Event relating to Series
2001-1 or Series 2002-1, shall have the right to cause the Trustee to direct
the related Delaware Statutory Trust, (which shall not expire upon any purchase
of any of the Senior Certificates of such Prior Series pursuant to the terms of
any other trust supplement relating to such Prior Series) to purchase all, but
not less than all, of the Senior Certificates of such Prior Series and the
Class D Certificates upon ten days’ prior written notice to each of the
trustees of the Senior Certificates of such Prior Series, the Trustee and each
other Class D Certificateholder, provided that (i) if prior to the end
of such ten–day period any other Class D Certificateholder (other than
the Company or any of its Affiliates) notifies such purchasing Class D
Certificateholder that such other Class D


 


15

















 


Certificateholder wants to participate in such purchase, then such
other Class D Certificateholder may join with the purchasing Class D
Certificateholder to purchase all, but not less than all, of the Senior
Certificates of such Prior Series and the Class D Certificates pro rata based on the Fractional Undivided
Interest in the 2003-1 Trust (other than Excess Interest and Investment Income
thereon) held by each such Class D Certificateholder and (ii) if prior to the
end of such ten–day period any other Class D Certificateholder fails to
notify the purchasing Class D Certificateholder of such other Class D
Certificateholder’s desire to participate in such a purchase, then such other
Class D Certificateholder shall lose its right to purchase the Senior
Certificates of such Prior Series and the Class D Certificates pursuant to this
Section 7.01(a); and


 


(b)         in the case of Series 1999-3, Series 2000-1 or
2002-1, whether or not any Class D Certificateholders has exercised its rights
pursuant to the foregoing provisions of this Section 7.01, the Policy Provider
(except in the case of a Policy Provider Default), if it is then the
Controlling Party, shall have the right to purchase all, but not less than all,
of the Class G Certificates (or the Class G-1 Certificates and the Class G-2
Certificates) of such Prior Series upon ten days’ written notice to the
Trustee, the Class G Trustee (or the Class G-1 Trustee and the Class G-2
Trustee), the holders of the Class G Certificates (or the Class G-1
Certificates and the Class G-2 Certificates) and the Class D Certificates and,
upon such purchase by the Policy Provider of the Class G Certificates, the
right of the Class D Certificateholders to purchase the Class G Certificates
shall terminate.


 


As used in this Section 7.01, the terms
“Class G Certificate”, “Class G Trustee”, “Class G-1 Certificate”, “Class G-1
Trustee”, “Class G-2 Certificate”, “Class G-2 Trustee”, “Policy Provider” and
“Policy Provider Default” shall have the respective meanings assigned to such
terms in the applicable Intercreditor Agreement.


 


This Section 7.01 supersedes and replaces
Section 6.01(b) of the Basic Agreement.


 


ARTICLE VIII

MISCELLANEOUS PROVISIONS


 


Section 8.01.                             Basic
Agreement Ratified.  Except and so
far as herein expressly provided, all of the provisions, terms and conditions
of the Basic Agreement are in all respects ratified and confirmed; and the
Basic Agreement and this Trust Supplement shall be taken, read and construed as
one and the same instrument.


 


Section 8.02.                             GOVERNING
LAW.  THIS TRUST SUPPLEMENT AND THE
APPLICABLE CERTIFICATES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAW OF THE STATE OF NEW YORK.


 


Section 8.03.                             Execution
in Counterparts.  This Trust
Supplement may be executed in any number of counterparts, each of which shall
be an original, but such counterparts shall together constitute but one and the
same instrument.


 


16

















 


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


 


 


	
   

  	
  NORTHWEST AIRLINES, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NORTHWEST
  AIRLINES CORPORATION,

  as Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


17

















 


EXHIBIT A-1


 


FORM OF CLASS
D CERTIFICATE


 


[[Insert
if DTC Certificate:]   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 the registered owner hereof, Cede & Co., has an
interest herein.]


 


Any person acquiring this Certificate by its
acceptance hereof or its interest herein, will be deemed to represent and
warrant to and for the benefit of the Company that either (i) for the entire
period during which such person holds its interest in this Certificate, no
portion of the assets used by such person to acquire and hold its interest in
this Certificate constitute the assets of any employee benefit plan subject to
Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
plan, individual retirement account or other arrangement subject to Section
4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or
provisions under any federal, state, local, non-U.S. or other laws or
regulations that are similar to such provisions of ERISA or the Code (collectively,
“Similar Laws”), or any entity whose underlying assets are considered to
include “plan assets” of any such plan, account or arrangement or (ii) its
purchase and holding of this Certificate (or any interest therein) will not
constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code or a violation under any applicable Similar Law.


 


NORTHWEST
AIRLINES 2003-1 PASS THROUGH TRUST


 


Class D Pass
Through

Certificate, Series 2003-1


 


Issuance
Date: 
         , 2003


 


Final Legal
Distribution Date:  April 1, 2009


 


Evidencing A Fractional Undivided Interest In The Northwest Airlines
2003-1 Pass Through Trust (Other Than Excess Interest), The Property Of Which
Includes Certain Notes 


 


	
  Certificate

  No.        

  	
  $           Fractional
  Undivided Interest representing 0.  % of the Trust (other than
  Excess Interest) per $1,000 of Reference Principal Amount

  



 


THIS CERTIFIES THAT
                  ,
for value received, is the registered owner of a Fractional Undivided Interest
in the amount of $          
(the “Reference Principal Amount”) in the Northwest Airlines 2003-1 Pass
Through Trust (the “Trust”) (other than any Excess Interest) created by
U.S. Bank Trust National Association, as trustee (the “Trustee”),
pursuant to a Pass Through Trust Agreement, dated as of June 3, 1999 (as
amended or


 

















 


supplemented, the “Basic Agreement”),
by and among the Trustee, Northwest Airlines Corporation, a Delaware
corporation (the “Guarantor”), and Northwest Airlines, Inc., a Minnesota
corporation (the “Company”), as supplemented by Trust Supplement No.
2003-1 thereto, dated as of
           , 2003
(collectively, the “Agreement”), by and among the Trustee, the Guarantor
and 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 “Class D
Pass Through Certificates, Series 2003-1” (herein called the “Certificates”).  This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement and each
Intercreditor 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 payments under the Intercreditor Agreements (the “Trust
Property”).  Certain of the
Equipment Notes are secured by a security interest in the related Aircraft
owned by the Company.


 


Each of the Certificates represents a
Fractional Undivided Interest in the Trust and the Trust Property (other than
any Excess Interest or Investment Income thereon) and has 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.


 


Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreements, from funds then available to
the Trustee, there will be distributed on each April 1 and October 1 (a “Regular
Distribution Date”), commencing on April 1, 2004 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 (other than any Excess Interest and Investment
Income) due on or prior to 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 (other than any Excess Interest and Investment Income)
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 and the Intercreditor Agreements, in the event
that Special Payments on the Equipment Notes (other than any Excess Interest
and Investment Income) 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 (other than any Excess Interest and Investment
Income) 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.


 


The Certificates do not represent an
obligation of, or an obligation guaranteed by, or an interest in, the
Guarantor, the Company or the Trustee or any affiliate thereof.  The


 


2

















 


Certificates are limited in right or payment,
all as more specifically set forth herein 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.


 


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 that with respect to Certificates registered on the Record Date
in the name of DTC (or its nominees), such distribution shall be made by wire
transfer.  Except as otherwise provided
in the Agreement and notwithstanding the above, the final distribution on this
Certificate will be made after 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.


 


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 Guarantor or the Company and the rights of the
Certificateholders under the Agreement at any time by the Guarantor, the
Company and the Trustee with the consent of the Certificateholders holding
Certificates (other than the Class X Certificate, evidencing Fractional
Undivided Interests aggregating not less than a majority in interest in the
Trust (other than Excess Interest and Investment Income thereon).  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 (other than Excess Interest and
Investment Income thereon) will be issued to the designated transferee or
transferees.


 


3

















 


The Certificates are issuable only as
registered Certificates without coupons in minimum denominations of $1,000
Fractional Undivided Interests and integral multiples thereof.  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 (other than Excess Interest and
Investment Income thereon), 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.


 


Each Certificateholder or beneficial owner of
a Certificate, by its acceptance of this Certificate or a beneficial interest
herein, agrees to treat the Trust as a grantor trust for all U.S. federal,
state and local income tax purposes.


 


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 Applicable 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 LAW 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 2003-1
  PASS THROUGH TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK
  TRUST NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


4

















 


FORM OF THE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


 


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


 


	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


5

















 


EXHIBIT A-2


 


FORM OF CLASS X CERTIFICATE


 


THIS CERTIFICATE MAY ONLY BE HELD BY, AND MAY
NOT BE TRANSFERRED TO ANY PERSON OTHER THAN, NORTHWEST AIRLINES, INC. AND ITS
AFFILIATES.


 


NORTHWEST
AIRLINES 2003-1 PASS THROUGH TRUST


 


Class X Pass
Through

Certificate, Series 2003-1


 


Final Legal
Distribution Date:  April 1, 2009


 


Evidencing A Fractional Undivided Interest In Any Excess Interest
Received by the Northwest Airlines 2003-1 Pass Through Trust, The Property Of
Which Includes Certain Notes 


 


Fractional Undivided Interest representing 100% of any Excess Interest
received by the Trust 


 


THIS CERTIFIES THAT
               ,
for value received, is the registered owner of a Fractional Undivided Interest
of 100% of any Excess Interest received by the Northwest Airlines 2003-1 Pass
Through Trust (the “Trust”) created by U.S. Bank Trust National
Association, as trustee (the “Trustee”), pursuant to a Pass Through
Trust Agreement, dated as of June 3, 1999 (as amended or supplemented, the “Basic
Agreement”), by and among the Trustee, Northwest Airlines Corporation, a
Delaware corporation (the “Guarantor”), and Northwest Airlines, Inc., a
Minnesota corporation (the “Company”), as supplemented by Trust
Supplement No. 2003-1 thereto, dated as of
          , 2003
(collectively, the “Agreement”), by and among the Trustee, the Guarantor
and 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 designated as the “Class X Pass Through Certificate, Series
2003-1” (herein called the “Certificate”).  This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement and each Intercreditor 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 payments under the
Intercreditor Agreements (the “Trust Property”).  Certain of the Equipment Notes are secured
by a security interest in the related Aircraft owned by the Company.


 


The Certificate represents 100% interest in
any Excess Interest received by the Trust and has no rights, benefits or
interest in respect of any other assets of the Trust or any other separate
trust established pursuant to the terms of the Basic Agreement for any other
series of certificates issued pursuant thereto.


 

















 


Subject to and in accordance with the terms
of the Agreement and the Intercreditor Agreements, from funds then available to
the Trustee, there will be distributed on each April 1 and October 1 (a “Regular
Distribution Date”), 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 (consisting only of any Excess Interest) due on or prior to
such Regular Distribution Date, the receipt of which has been confirmed by the
Trustee.  Subject to and in accordance
with the terms of the Agreement and the Intercreditor Agreements, in the event
that Special Payments on the Equipment Notes (consisting only of any Excess
Interest) 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 Excess
Interest 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.


 


This Class X Certificate is subordinated in
right of payment, to the extent and in the manner provided in the Agreement, to
the prior payment in full of all obligations on the Class D Certificates.


 


The Certificate does not represent an
obligation of, or an obligation guaranteed by, or an interest in, the
Guarantor, the Company or the Trustee or any affiliate thereof.  The Certificate is limited in right or payment,
all as more specifically set forth herein and in the Agreement.  All payments or distributions made to the
Certificateholder 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.  The
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 Certificateholder or beneficial owner of
the Certificate, by its acceptance of this Certificate or a beneficial interest
herein, agrees to treat the Trust as a grantor trust for all U.S. federal,
state and local income tax purposes.


 


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


 


2

















 


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 the Applicable 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 LAW 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 2003-1

  PASS THROUGH TRUST

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  U.S. BANK
  TRUST NATIONAL

  ASSOCIATION, as Trustee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 


3

















 


FORM OF THE
TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is the
Certificate referred to in the within-mentioned Agreement.


 


	
  U.S. BANK TRUST NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


4

















 


EXHIBIT B


 


DTC Letter of
Representations


 

















 


EXHIBIT C


 


REGULAR DISTRIBUTION DATES

AND

SCHEDULED PAYMENTS


 


 




	
  Regular Distribution Date

  	
   

  	
  Scheduled Payment