<PAGE>

EXHIBIT 10.1

*** Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission pursuant
to a Confidential Treatment Application filed with the Securities and Exchange
Commission.







                        AIRBUS 319-100 PURCHASE AGREEMENT


                         Dated as of September 19, 1997


                                     between


                                 AVSA, S.A.R.L.,


                                       and


                            NORTHWEST AIRLINES, INC.




<PAGE>






                                 C O N T E N T S
                                 ---------------

<TABLE>
<CAPTION>

         CLAUSES                    TITLE                                                          PAGE
         -------                    -----                                                          ----

        <S>                    <C>                                                               <C>
          0                         PURCHASE AGREEMENT                                               0

          1                         DEFINITIONS                                                      1

          2                         SALE AND PURCHASE                                                6

          3                         CHANGES                                                          7

          4                         PRICE                                                            9

          5                         PRICE REVISION                                                  13

          6                         PAYMENT TERMS                                                   14

          7                         PLANT REPRESENTATIVES - INSPECTION                              16

          8                         NORTHWEST'S ACCEPTANCE                                          19

          9                         DELIVERY                                                        23

         10                         EXCUSABLE DELAY                                                 26

         11                         INEXCUSABLE DELAY                                               30

         12                         WARRANTIES AND SERVICE LIFE POLICY                              32

         13                         PATENT INDEMNITY                                                56

         14                         TECHNICAL PUBLICATIONS                                          60

         15                         FIELD ASSISTANCE                                                61

         16                         TRAINING AND TRAINING AIDS                                      62

         17                         VENDORS' PRODUCT SUPPORT                                        63

         18                         BUYER FURNISHED EQUIPMENT AND DATA                              64
</TABLE>


                                       ii
<PAGE>






<TABLE>
<CAPTION>

         CLAUSES                    TITLE                                                          PAGE
         -------                    -----                                                          ----

        <S>                    <C>                                                               <C>

         19                         ASSIGNMENT                                                      67

         20                         DATA RETRIEVAL                                                  69

         21                         TERMINATION FOR CERTAIN EVENTS                                  70

         22                         MISCELLANEOUS PROVISIONS                                        72

</TABLE>


                                      iii
<PAGE>






                                 C O N T E N T S
                                 ---------------

<TABLE>
<CAPTION>

EXHIBITS
--------

<S>                                <C>
EXHIBIT A                           SPECIFICATION

EXHIBIT B                           CHANGE ORDERS TO STANDARD SPECIFICATION (SCNs)

EXHIBIT C                           SCN FORM

EXHIBIT D                           AIRFRAME PRICE REVISION FORMULA

EXHIBIT E                           POWERPLANTS PRICE REVISION FORMULA

EXHIBIT F                           CERTIFICATE OF ACCEPTANCE

EXHIBIT G                           SELLER SERVICE LIFE POLICY AND VENDOR SERVICE
                                    LIFE POLICY
</TABLE>

                                       iv
<PAGE>






                                 C O N T E N T S
                                 ---------------

<TABLE>
<CAPTION>


LETTER AGREEMENTS
-----------------

<S>                                         <C>  
LETTER AGREEMENT NO. 1                      PURCHASE INCENTIVES

LETTER AGREEMENT NO. 2                      FLEXIBILITY

LETTER AGREEMENT NO. 3                      PREDELIVERY PAYMENTS

LETTER AGREEMENT NO. 4                      AIRCRAFT CUSTOMIZATION

LETTER AGREEMENT NO. 5                      RELIABILITY MATTERS

LETTER AGREEMENT NO. 6                      A319-100 GUARANTEES

LETTER AGREEMENT NO. 7                      OTHER MATTERS

LETTER AGREEMENT NO. 8                      A319 AIRCRAFT FINANCING

LETTER AGREEMENT NO. 9                      ***

LETTER AGREEMENT NO. 10                     SPECIAL APPLICATION

LETTER AGREEMENT NO. 11                     MISCELLANEOUS MATTERS

</TABLE>

                                       v



<PAGE>





                      P U R C H A S E   A G R E E M E N T


This agreement is made this 19th day of September, 1997


between
                  AVSA, a societe a responsabilite limitee organized and
                  existing under the laws of the Republic of France, having its
                  registered office located at

                  2, rond-point Maurice Bellonte
                  31700 BLAGNAC
                  FRANCE


                  (hereinafter referred to as "AVSA")


and
                  Northwest Airlines, Inc., a corporation organized and existing
                  under the laws of the State of Minnesota, United States of
                  America, having its principal corporate offices located at

                  2700 Lone Oak Parkway
                  Eagan, Minnesota 55121, USA

                  (hereinafter referred to as "Northwest")


WHEREAS,

a)       Northwest wishes to purchase, and AVSA is willing to sell, fifty (50)
         firm Airbus Industrie A319-100 model aircraft, upon the terms and
         conditions herein provided;

b)       AVSA is willing to grant Northwest options to purchase fifty (50)
         option and fifty (50) roll-over option Airbus A319-100 / A320-200 model
         aircraft, upon the terms and conditions herein provided; and

c)       AVSA is a sales subsidiary of Airbus Industrie, G.I.E., and will
         purchase the Aircraft from Airbus Industrie, G.I.E., for resale to
         Northwest.


NOW THEREFORE IT IS AGREED AS FOLLOWS:

1 -      DEFINITIONS

         For all purposes of this Agreement, except as otherwise expressly
         provided or unless the context otherwise requires, the following terms
         will have the following meanings:


<PAGE>


         A319 Product Support Agreement - the Airbus A319 Product Support
         Agreement dated as of even date herewith among Northwest, ASCO and
         AVSA, together with all exhibits, appendixes and letter agreements
         thereto. ***

         Affiliate - with respect to any person or entity, any other person or
         entity directly or indirectly controlling, controlled by or under
         common control with such person or entity, not including any of the
         Associated Contractors. For purposes of the preceding sentence,
         "control" of a corporation shall mean the direct or indirect ownership
         of voting securities having the power to direct or cause the direction
         of the management and policies of such corporation.

         Agreement - this Airbus A319-100 Purchase Agreement, including all
         exhibits, appendixes and letter agreements attached hereto, as the same
         may be amended or modified and in effect from time to time.

         Aircraft - any or all of the (i) Firm Aircraft, (ii) Option Aircraft
         that have been converted to a firm order, or (iii) Roll-Over Option
         Aircraft that have been converted to a firm order, to be purchased by
         AVSA and sold to Northwest pursuant to this Agreement, together with
         all components, equipment, parts and accessories installed in or on
         such aircraft and the Propulsion Systems installed thereon upon
         delivery.

         Airframe - any Aircraft, excluding the Propulsion Systems therefor.

         ASCO - Airbus Service Company, Inc., a corporation organized and
         existing under the laws of Delaware, having its registered office
         located at 198 Van Buren Street, Suite 300, Herndon, VA 20170, or any
         successor thereto.

         Associated Contractors - collectively, the members and, for certain
         purposes, subcontractors of the Manufacturer from time to time, which
         members presently are:

         (1)      AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE, whose principal
                  office is at 
                  37, Boulevard de Montmorency
                  75016 Paris
                  France


         (2)      BRITISH AEROSPACE (OPERATIONS) LTD, whose principal office is
                  at
                  Warwick House
                  PO Box 87
                  Farnborough Aerospace Centre
                  Farnborough
                  Hants GU14 6YU
                  England

         (3)      CONSTRUCCIONES AERONAUTICAS, S.A., whose principal office is
                  at


                                       2
<PAGE>



                  404 Avenida de Aragon
                  28022 Madrid
                  Spain

         (4)      DAIMLER-BENZ AEROSPACE AIRBUS, GmbH ("Daimler-Benz"), whose
                  principal office is at
                  Kreetslag 10
                  Postfach 95 01 09
                  21111 Hamburg
                  Germany

         ATA Specification 100 - the specification issued by the Air Transport
         Association of America relating to manufacturers' technical data.

         ATA Specification 101 - the specification issued by the Air Transport
         Association of America relating to ground equipment technical data.

         ATA Specification 102 - the specification issued by the Air Transport
         Association of America relating to software programs.

         ATA Specification 200 - the specification issued by the Air Transport
         Association of America relating to integrated data processing.

         ATA Specification 300 - the specification issued by the Air Transport
         Association of America relating to the packaging of spare parts
         shipments.

         ATA Specification 2000 - the specification issued by the Air Transport
         Association of America relating to an industry-wide communication
         system linking suppliers and users for the purposes of spares
         provisioning, purchasing, order administration, invoicing and
         information or data exchange.

         ATA Specification 2100 - the specification issued by the Air Transport
         Association of America relating to the standards for the presentation
         of technical information prepared as digital media (magnetic tape or CD
         ROM).

         AVSA-Supplied Buyer Furnished Equipment - as referred to in Subclause
         18.7 of this Agreement.

         Base Price - for any Aircraft, Airframe or Propulsion Systems, as
         defined in Subclause 4.1 of this Agreement.

         Buyer Furnished Equipment - for any Aircraft, all the items of
         equipment that will be furnished by Northwest and installed in the
         Aircraft by AVSA, as defined in the Specification.

         Development Changes - as defined in Subclause 3.2 of this Agreement.

         Excusable Delay - as defined in Subclause 10.1 of this Agreement.

                                       3
<PAGE>






         FAA - the U.S. Federal Aviation Administration, or any successor agency
         thereto.

         Failure - as defined in Subclause 12.2.1.2 of this Agreement.

         Final Contract Price - as defined in Subclause 4.2 of this Agreement.

         Firm Aircraft - any or all of the fifty (50) Airbus Industrie A319-100
         model aircraft to be purchased by AVSA and sold to Northwest pursuant
         to this Agreement, together with all components, equipment, parts and
         accessories installed in or on such aircraft and the Propulsion Systems
         installed thereon upon delivery.

         In-house Warranty - as defined in Subclause 12.1.7 (i) of this
         Agreement.

         In-house Warranty Labor Rate - as defined in Subclause 12.1.7(v) of
         this Agreement.

         Interface Problem - as defined in Subclause 12.4.1 of this Agreement.

         Item - as defined in Subclause 12.2.1.1 of this Agreement.

         LBA - Luftfahrt-Bundesamt of Germany or any successor agency thereto.

         LIBOR - for each stated interest period, the rate determined on the
         basis of the offered rates for deposits in US dollars, which appear on
         the Reuters Screen LIBO Page as of 11:00 a.m., London time, on the day
         that is two (2) days (other than a Saturday, Sunday or a day that is a
         legal holiday or a day on which banking institutions are authorized to
         close in the City of New York, New York, London, England, or Paris,
         France) before the first day of an interest period. If at least two (2)
         such offered rates appear on the Reuters Screen LIBO Page, the rate for
         that interest period will be the arithmetic mean of such offered rates
         (rounded upwards, if necessary, to the nearest one hundred thousandth
         of a percentage point). If only one (1) offered rate appears, the rate
         for that interest period will be the average (rounded upwards, if
         necessary, to the nearest one hundred thousandth of a percentage point)
         of the respective rates notified to AVSA by four (4) major banks in the
         London interbank market selected by AVSA as the rate at which such bank
         is offered deposits in US dollars at or about 11:00 a.m., London time,
         on the date that is two (2) days (other than a Saturday, Sunday or a
         day that is a legal holiday or a day on which banking institutions are
         authorized to close in the City of New York, New York, London, England,
         or Paris, France) prior to the first day of such interest period in the
         interbank Eurodollar market on such date for that interest period and
         in a principal amount equal to an amount of not less than $1,000,000,
         provided, however, that if the banks selected as aforesaid are not
         quoting as set forth in this sentence, the rate in respect of such
         interest period will be determined on the basis of LIBOR in effect for
         the previous interest period. "Reuters Screen LIBO Page" means the
         display designated as page "LIBO" on the Reuters Monitor Money Rates
         Service (or any successor to such page or service).

         Manufacturer - Airbus Industrie, a "Groupement d'Interet Economique"
         established under "Ordonnance" No. 67-821 dated September 23, 1967, of
         the Republic of France.

         Material Breach - as defined in Subclause 21.1 of this Agreement.

                                       4
<PAGE>

         Option Aircraft - any or all of the fifty (50) Airbus Industrie
         A319/A320 model aircraft for which AVSA has granted Northwest an option
         to purchase pursuant to the terms and conditions contained in Letter
         Agreement No. 2 hereto (excluding the RollOver Option Aircraft)
         together with all components, equipment, parts and accessories
         installed in or on such aircraft and the Propulsion Systems installed
         thereon upon delivery.

         Predelivery Payment - any payment made against the Final Contract Price
         of an Aircraft in accordance with Subclause 6.2 of this Agreement.

         Prime Rate - the rate of interest per annum publicly announced from
         time to time by Citibank, N.A. in New York, New York, as its prime or
         base or equivalent lending rate.

         Product Support Agreements - as referred to in Subclause 17.1.1 of this
         Agreement.

         Propulsion Systems - the two (2) CFM56-5A4 powerplants to be installed
         on an Aircraft at delivery, each composed of the powerplant (as such
         term is defined in Chapters 70-80 of ATA Specification 100 (Revision
         22), but limited to the equipment, components, parts and accessories
         included in the powerplant, as so defined), that have been sold to the
         Manufacturer by CFMI International, and a nacelle and thrust reverser
         for each such powerplant.

         RFC - as defined in Subclause 3.3.1 of this Agreement.

         Roll-Over Option Aircraft - any or all of the fifty (50) Airbus
         Industrie A319/A320 model aircraft which Northwest may obtain an option
         to purchase pursuant to the terms and conditions contained in Subclause
         2.6 of Letter Agreement No. 2 hereto, together with all components,
         equipment, parts and accessories installed in or on such aircraft and
         the Propulsion Systems installed thereon upon delivery.

         SCN - as defined in Subclause 3.1 of this Agreement.

         Seller Furnished Equipment - for any Aircraft, all of the items of
         equipment that will be furnished by AVSA and installed in the Aircraft
         by AVSA, as defined in the Specification.

         Service Life Policy - as referred to in Subclause 12.2 of this
         Agreement.

         Specification - as defined in Subclause 2.2 of this Agreement.

         Standard Specification - as defined in Subclause 2.2 of this Agreement.

         Vendor - each manufacturer (other than the manufacturer of the
         Propulsion Systems) and any successor thereof, of a component,
         equipment, accessory or part installed in an Aircraft at its delivery
         to Northwest under this Agreement, or any replacement therefor, other
         than a Warranted Part, and listed in the Supplier Product Support
         Agreements manual referred to in Subclause 12.3.1 of this Agreement.

                                       5
<PAGE>

         Vendor Component - as defined in Subclause 12.4.3 of this Agreement.

         Vendor Parts - as defined in Subclause 12.3.1 of this Agreement.

         Warranted Part - as defined in Subclause 12.1.1 of this Agreement.

         Warranty Claim - as defined in Subclause 12.1.6(v) of this Agreement.

         Working Day - with respect to any action to be taken hereunder, a day
         other than a Saturday, Sunday or other day designated as a holiday in
         the jurisdiction in which such action is required to be taken.

         The terms "herein," "hereof" and "hereunder" and other words of similar
         import refer to this Agreement, and not a particular Clause thereof.

         Technical and trade items not otherwise defined herein will have the
         meanings assigned to them as generally accepted in the aircraft
         manufacturing industry.



                                       6
<PAGE>



2-       SALE AND PURCHASE

2.1      General

         AVSA will cause to be manufactured and will sell and deliver, and
         Northwest will buy and take delivery of, the Aircraft subject to the
         terms and conditions contained in this Agreement.

2.2      Specification Documents

         The Aircraft will be manufactured in accordance with the A319-100
         Standard Specification, Document No. J.000.01000, Issue 3, dated March
         29, 1995, including Temporary Revision 1, dated August 25, 1995. Such
         Standard Specification, a copy of which is annexed hereto as Exhibit A
         to this Agreement, as amended by the change orders set forth in Exhibit
         B hereto, is hereinafter referred to as the "Specification." The
         Specification may be further modified from time to time pursuant to the
         provisions of Clause 3 below.

2.3      Certification

         Prior to the delivery of the first Aircraft, AVSA will obtain or cause
         to be obtained a US FAA Type Certificate (transport category) for the
         Aircraft pursuant to Part 21 and in compliance with the applicable
         provisions of Part 25 of the US Federal Aviation Regulations.

         Each Aircraft will be delivered to Northwest with the Certificate of
         Airworthiness for Export issued by the LBA and in a condition enabling
         Northwest (or a person eligible to obtain such certificate under then
         applicable law) to obtain at the time of delivery a Standard
         Airworthiness Certificate issued pursuant to Part 21 of the US Federal
         Aviation Regulations permitting Northwest to operate the Aircraft under
         Part 121 of the US Federal Aviation Regulations. AVSA will have no
         obligation, whether before, at or after delivery of any Aircraft, to
         make any alterations to such Aircraft to enable such Aircraft to meet
         FAA requirements for non-standard operation on Northwest's routes.
         Except as set forth in this Subclause 2.3, AVSA will not be required to
         obtain any other certificate or approval with respect to the Aircraft.

2.4      AVSA will deliver each Aircraft with provisions suitable for that
         equipment required to be incorporated on such Aircraft to meet those
         additional requirements of the US Federal Aviation Regulations which
         (i) are generally applicable with respect to transport category
         aircraft to be used in United States certificated air carriage and (ii)
         are required to be complied with on or before the date of delivery of
         such Aircraft, provided that any required amendment to the
         Specification resulting from such additional requirements will be set
         forth in an SCN which will be effected as provided in Clause 3 hereof.
         Northwest will cooperate with AVSA in complying with the foregoing
         requirements.

                                       7
<PAGE>



3 -      CHANGES

3.1      Specification Change Notices

         The Specification may be amended from time to time by a Specification
         Change Notice (each such Specification Change Notice being herein
         called an "SCN" and being in the form of Exhibit C hereto). Each SCN
         will set forth in detail the particular changes to be made in the
         Specification, any materials to be deleted from the Aircraft by AVSA in
         connection with such SCN, and the effect, if any, of such changes on
         design, performance, weight, balance, time of delivery, Buyer Furnished
         Equipment and price of each Aircraft affected thereby and
         interchangeability or replaceability of parts. SCNs will not be binding
         on either party until signed by persons duly authorized in writing by
         Northwest and AVSA, but upon being so signed will constitute amendments
         to this Agreement.

3.2      Development Changes

         The Specification may also be revised by AVSA without an SCN or
         Northwest's consent to incorporate Manufacturer-decided changes that
         are deemed necessary or useful to correct defects, improve the Aircraft
         or its process of manufacture, prevent delay, or ensure compliance with
         this Agreement and that do not increase the price or adversely affect
         the delivery, overall dimensions, guaranteed weight, maintenance
         requirements or performance of the Aircraft or adversely change the
         interchangeability or replaceability requirements of the Specification
         (hereinafter called "Development Changes"). AVSA will notify Northwest
         of all Development Changes prior to incorporation therein.

3.3      Requests and Approvals

3.3.1    In the event that Northwest requests a change to the Specification,
         AVSA will issue a Request for Change (RFC) and carry out a feasibility
         study of such change. If AVSA determines that such RFC is feasible to
         incorporate, AVSA will produce an SCN and submit such SCN to Northwest
         for Northwest's approval. If such SCN is rejected by Northwest, such
         RFC and proposed SCN will be canceled without charge to Northwest.

3.3.2    In the event that Northwest requests AVSA in writing to incorporate a
         proposed change (excluding Development Changes) in an Aircraft and AVSA
         agrees to such request but the change is not subsequently made the
         subject of an SCN for any reason (other than AVSA's unreasonable
         refusal to sign the SCN or otherwise acting in bad faith), Northwest
         will pay AVSA the full cost of design and other work resulting from
         such request and incurred by AVSA, provided that in the event AVSA's
         reasonable estimate of the cost of developing such proposed change is
         higher than US$ ***, AVSA shall have notified Northwest in writing
         within *** Working Days after AVSA's receipt of Northwest's request of
         such cost estimate and secured Northwest's agreement prior to incurring
         any such costs.

         In the event that Northwest requests AVSA in writing to proceed with a
         proposed change before any requisite approval of the LBA and FAA has
         been obtained and such LBA or 

                                       8
<PAGE>

         FAA approval is not subsequently obtained, any SCN executed in
         connection with such proposed change will be ***.

3.4      Specification Changes Before Delivery

         If, pursuant to the promulgation of any applicable law or regulation,
         any change in the Specification has to be made before delivery of any
         Aircraft to enable Northwest to obtain a Standard Airworthiness
         Certificate for such Aircraft referred to in Subclause 2.3, AVSA will
         make or cause to be made the required change or modification to the
         Aircraft. For each such change, the parties will sign an SCN specifying
         the effect, if any, of such change on design, performance, weight,
         balance, time of delivery, and Buyer Furnished Equipment of each
         Aircraft affected thereby and interchangeability or replaceability of
         parts. If AVSA anticipates that the scheduled delivery of any Aircraft
         will be postponed by reason of such change, the delivery date of such
         Aircraft as provided in Subclause 9.1 will be extended to the extent of
         such postponement.

         The effect on price of such a change will be borne ***.

3.5      Specification Changes After Delivery

         Subclause 3.4 will not require AVSA to make any changes or
         modifications to or to make any payments or take any other action with
         respect to any Aircraft delivered to Northwest prior to the time any
         law or regulation referred to in Subclause 3.4 becomes effective. Any
         such changes or modifications made to an Aircraft after its delivery to
         Northwest will be at Northwest's expense.


                                       9
<PAGE>


4 -      PRICE

4.1      Base Price of the Aircraft

         The Base Price of each Aircraft is the sum of:

         (i)  the Base Price of the Airframe, and

         (ii) the Base Price of the Propulsion Systems.

4.1.1    Base Price of the Airframe

4.1.1.1  The Base Price of the Airframe will be the sum of the Base Prices set
         forth below in (i), (ii) and (iii):

         (i)      the Base Price of the Standard A319 Airframe, as defined in
                  the Standard Specification set forth in Exhibit A hereto
                  (excluding Buyer Furnished Equipment, Propulsion Systems and
                  SCNs), at delivery conditions prevailing in January 1998,
                  which is:

                           US$ ***

                           (US dollars -- ***) and

         (ii)     the Base Price of any and all SCNs mutually agreed upon prior
                  to the signature of this Agreement and set forth in Exhibit B,
                  at delivery conditions prevailing in January 1998, which is:

                           US$ ***

                           (US dollars --  ***), and

         (iii)    the Base Price of seats and galleys, at delivery conditions
                  prevailing in January 1998 in the amount of:

                           US$ ***

                           (US dollars -- ***)

         ***


4.1.1.2  The Base Price of the Airframe of each Aircraft will be revised to the
         actual delivery date of such Aircraft in accordance with the Airframe
         Price Revision Formula set forth 

                                       10
<PAGE>

         in Subclause 5.1 hereto.

4.1.2    Base Price of the Propulsion Systems

4.1.2.1 The Base Price of the Propulsion Systems is the sum of (i) and (ii)
        below:

         (i)      Base Price of the Powerplants

                  The Base Price of a set of Powerplants and additional standard
                  equipment at delivery conditions prevailing in January 1998
                  (cpi 147.77), which is:

                           US$  ***

                           (US dollars -- ***).

                  Said Base Price has been calculated with reference to the
                  Reference Price indicated by CFM International of US$ *** (US
                  dollars -- ***) in accordance with economic conditions
                  prevailing in September 1990 (cpi 126.54).

                  Said Reference Price is subject to adjustment to the date of
                  delivery of the Aircraft in accordance with the CFMI Price
                  Revision Formula set forth in Subclause 5.2 hereto.

         (ii)     Base Price of Nacelles and Thrust Reversers

                  The Base Price of a set of two (2) nacelles and two (2) thrust
                  reversers for the Powerplants at delivery conditions
                  prevailing in January 1998, which is:

                           US$ ***

                           (US dollars --***).

                  Said Base Price is subject to adjustment to the date of
                  delivery of the Aircraft in accordance with the Airframe Price
                  Revision Formula set forth in Subclause 5.1 hereto.

4.2      Final Contract Price

         The Final Contract Price of an Aircraft will be the sum of:

         (i)      the Base Price of the Airframe constituting a part of such
                  Aircraft, as adjusted to the date of delivery of such Aircraft
                  in accordance with Subclause 5.1 of this Agreement;

                                       11
<PAGE>

         (ii)     the price (as of delivery conditions prevailing in January
                  1998), of any SCNs constituting a part of such Aircraft that
                  are entered into pursuant to Clause 3 (excluding Subclause
                  3.4) after the date of execution of this Agreement, as
                  adjusted to the date of delivery of such Aircraft in
                  accordance with Subclause 5.1 of this Agreement;

         (iii)    the Reference Price of the installed Propulsion Systems
                  constituting a part of such Aircraft, as adjusted to the date
                  of delivery of such Aircraft in accordance with Subclause 5.2
                  of this Agreement;

         (iv)     the Base Price of the nacelles and thrust reversers
                  constituting a part of such Aircraft, as adjusted to the date
                  of delivery of such Aircraft in accordance with Subclause 5.1
                  of this Agreement; and

         (v)      any other amount resulting from any other provisions of this
                  Agreement and/or any other written agreement between Northwest
                  and AVSA relating to the Aircraft and specifically making
                  reference to the Final Contract Price of an Aircraft.

4.3      Taxes, Duties and Imposts

4.3.1    AVSA will bear and pay the amount of any and all taxes, duties, imposts
         or similar charges of any nature whatsoever *** that are (i) imposed
         upon Northwest, (ii) imposed upon AVSA with an obligation on Northwest
         to withhold or collect the amount thereof from AVSA or (iii) imposed
         upon Northwest with an obligation on AVSA to withhold or collect such
         amount from Northwest, and that are levied, assessed, charged or
         collected for or in connection with the fabrication, manufacture,
         modification, assembly, sale, delivery, use of or payment under this
         Agreement for any Aircraft, component, accessory, equipment or part
         delivered or furnished hereunder, provided such taxes, duties, imposts
         or similar charges have been levied, assessed, charged or collected
         under laws promulgated and enforceable in Germany ***.

4.3.2    Northwest will bear and pay the amount of any and all taxes, duties,
         imposts or similar charges of any nature whatsoever that are (i)
         imposed upon AVSA, (ii) imposed upon Northwest with an obligation on
         AVSA to collect the amount thereof for Northwest or (iii) imposed upon
         AVSA with an obligation for Northwest to withhold such amount from
         AVSA, and that are levied, assessed, charged or collected for or in
         connection with the fabrication, manufacture, modification, assembly,
         sale, delivery or use of or payment under this Agreement for any
         Aircraft, component, accessory, equipment or part delivered or
         furnished hereunder, provided such taxes, duties, imposts or similar
         charges have been levied, assessed, charged or collected under laws
         promulgated and enforceable in countries other than Germany ***. If
         Northwest is compelled by law to pay such taxes, 



                                       12
<PAGE>

         duties, imposts or similar charges as a deduction or withholding , then
         Northwest will ensure that the sums received by AVSA under this
         Agreement will be equal to the full amounts expressed to be due AVSA
         hereunder, without deduction or withholding on account of and free from
         any and all taxes, levies, imposts, duties or charges of whatever
         nature, and Northwest will pay such additional amounts as may be
         necessary so that the net amount received by AVSA after such deduction
         or withholding will equal the amounts that would have been received in
         the absence of such deduction or withholding.

4.3.3    AVSA will in its own name do all things necessary with respect to the
         export of the Aircraft from Germany and will pay any customs duties,
         taxes and fees required to be paid with respect to such export of the
         Aircraft which are imposed under laws promulgated and enforceable in
         Germany ***.

4.3.4    It is expressly understood and agreed that AVSA's undertaking in
         Subclause 4.3.1 will not apply to taxes, duties, imposts or similar
         charges of any nature whatsoever, relating to the use of or payment for
         any Aircraft (excluding income, franchise, and doing business taxes
         imposed on AVSA), component, accessory, equipment or part delivered or
         furnished under this Agreement in the United States of America.

4.3.5    It is expressly understood and agreed that Northwest's undertaking in
         Subclause 4.3.2 will not apply to taxes imposed on AVSA that are based
         on or measured by gross or net income or receipts or that are based on
         or measured by AVSA's doing business, capital or net worth, or other
         taxes, however denominated, in the nature of such taxes.

                                       13
<PAGE>



5 -      PRICE REVISION

5.1      Airframe Price Revision Formula

         The Base Price of each Airframe and the Base Price of a set of two (2)
         nacelles and two (2) thrust reversers for each Aircraft will be revised
         to the actual delivery date of such Aircraft in accordance with the
         revision formula set forth in the Airframe Price Revision Formula
         attached hereto in Exhibit D.

5.2      Powerplants Price Revision Formula

         The Reference Price of the Powerplants Systems will be revised to the
         actual delivery date of the Aircraft on which such Propulsion Systems
         are installed in accordance with the revision formula set forth in
         Exhibit E hereto.

                                       14
<PAGE>

6 -      PAYMENT TERMS

6.1      Northwest will pay all sums due hereunder in immediately available
         funds in United States dollars by credit to Credit Lyonnais, New York
         Branch, for transfer by Credit Lyonnais to AVSA's account with Credit
         Lyonnais at 1, Esplanade Compans Caffarelli, 31000 Toulouse, France, or
         to such other account at any New York Clearing House Member Bank as
         AVSA will designate by notice to Northwest.

6.2      Predelivery Payments

         Predelivery Payments will be paid by Northwest to AVSA for each
         Aircraft in accordance with the provisions of Letter Agreement No. 3 to
         this Agreement.

6.3      Payment of Final Contract Price

         Concurrently with the delivery of each Aircraft, Northwest will pay to
         AVSA the Final Contract Price therefor, less the total amount of the
         Predelivery Payments theretofore received by AVSA for such Aircraft
         under Subclause 6.2 above. AVSA's receipt of the full amount of such
         payments will be a condition precedent to AVSA's obligation to deliver
         such Aircraft.

6.4      Payment of Other Amounts

6.4.1    Unless otherwise expressly provided for herein, any payments due
         hereunder or in respect of an Aircraft in addition to those referred to
         in Subclauses 6.2 and 6.3 above will be paid by Northwest concurrently
         with the delivery of the corresponding Aircraft or, if invoiced after
         delivery of such Aircraft, within *** after the invoice date. AVSA and
         Northwest agree that with respect to payments to be made under this
         Subclause 6.4.1, and for the purposes of Clause 21, Northwest will not
         be deemed to be in default unless such payment is not made within ***
         after invoice date.

6.4.2    Notwithstanding any other rights AVSA may have at contract or at law,
         Northwest and AVSA hereby agree that should any amount under this
         Agreement become due and payable by Northwest, and not be paid in full
         in immediately available funds on the date due (unless contested by
         Northwest in good faith), then AVSA will have the right to debit and
         apply, in whole or in part, the unused amount of any credit made
         available by AVSA to Northwest against such unpaid amount. AVSA will
         promptly notify Northwest in writing after such debiting and
         application.



                                       15
<PAGE>




6.5      Overdue Payments

         If any payment due AVSA is not received by AVSA on the date or dates as
         agreed upon between Northwest and AVSA, AVSA will have the right to
         claim from Northwest, and Northwest will promptly pay to AVSA, upon
         receipt of such claim, interest (on the basis of a 365 day year) at a
         rate per annum equal to *** on the amount of such overdue payment, to
         be calculated from and including the due date of such payment to (but
         excluding) the date such payment is received by AVSA. AVSA's right to
         receive such interest will be in addition to any other rights of AVSA
         hereunder or at law.

6.6      Refund of Predelivery Payments

         Northwest will have no right to any refund of any deposit or
         Predelivery Payment received by AVSA, except as provided under Clauses
         10, 11, and ***

6.7      Proprietary Interest

         Northwest will not, by virtue of anything contained in this Agreement
         (including, without limitation, any Predelivery Payments hereunder, or
         any designation or identification by AVSA of a particular Aircraft as
         an Aircraft to which any of the provisions of this Agreement refer),
         and notwithstanding any provision of law to the contrary, acquire any
         proprietary, insurable or other interest whatsoever in any Aircraft
         prior to delivery of and payment in full for such Aircraft as provided
         in this Agreement.

6.8      Tender of Delivery

         In addition to any other rights and remedies available to AVSA, AVSA
         will not be obligated to tender delivery of any Aircraft to Northwest
         and will have no further liability to Northwest with respect thereto,
         if Northwest fails to make any Predelivery Payment *** or if AVSA has
         terminated this Agreement pursuant to Clause 21.

6.9      Payment in Full

         Except as provided for herein, Northwest's obligation to make payments
         to AVSA hereunder will not be affected by and will be determined
         without regard to any set off, counterclaim, recoupment, defense or
         other right that Northwest may have against AVSA or any other person
         and all such payments will be made without deduction or withholding of
         any kind.

                                       16
<PAGE>



7 -      PLANT REPRESENTATIVES - INSPECTION

7.1      Inspection Procedures

7.1.1    All work to be carried out on the Aircraft and all materials and parts
         thereof will at all reasonable times during business hours be open to
         inspection by duly authorized representatives of Northwest or its
         designee at the respective works of the Associated Contractors and, if
         possible, at the works of their respective subcontractors, and such
         representatives will, to carry out the aforesaid inspection, have
         access to such relevant technical data as is reasonably necessary for
         this purpose (except that, if access to any part of the respective
         works where construction is in progress or materials or parts are
         stored is restricted for security reasons, the Associated Contractors
         will be allowed a reasonable time to make the items available for
         inspection elsewhere). The procedures for such inspections will be
         agreed upon between AVSA's and Northwest's representatives prior to any
         inspection.

7.1.2    For the purposes of Subclause 7.1.1 above and commencing with the date
         of this Agreement until the delivery of the last Aircraft, AVSA will
         furnish free-of-charge adequate secretarial assistance and suitable
         space, office equipment and facilities in or conveniently located with
         respect to Daimler-Benz's works in Hamburg, Germany, for the use of not
         more than four (4) representatives of Northwest during the
         aforementioned period. ***.

7.1.3    All inspections, examinations and discussions with AVSA's, the
         Associated Contractors' or their respective subcontractors' engineering
         or other personnel by Northwest and its said representatives will be
         performed in such manner as not to delay or hinder the work to be
         carried out on the Aircraft or the proper performance of this
         Agreement. In no event will Northwest or its representatives be
         permitted to inspect any aircraft other than the Aircraft.

                                       17
<PAGE>

7.2      INDEMNITY

         SELLER'S INDEMNITY

         AVSA WILL INDEMNIFY AND HOLD HARMLESS NORTHWEST, ITS DIRECTORS,
         OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES,
         DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR ALL INJURIES TO AND DEATHS
         OF PERSONS (EXCEPTING INJURIES TO OR DEATH OF NORTHWEST'S
         REPRESENTATIVES PARTICIPATING IN ANY TESTS, CHECKOUTS OR INSPECTIONS
         UNDER THIS CLAUSE 7) CAUSED BY NORTHWEST OR ITS REPRESENTATIVES, AND
         (II) FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF OR DAMAGE
         TO PROPERTY OF NORTHWEST'S SAID REPRESENTATIVES) CAUSED BY NORTHWEST OR
         ITS REPRESENTATIVES, IN EITHER CASE WHEN ARISING OUT OF OR IN
         CONNECTION WITH ANY SUCH TESTS, CHECKOUTS, OR INSPECTIONS UNDER THIS
         CLAUSE 7. THIS INDEMNITY OF AVSA WILL NOT APPLY FOR ANY SUCH
         LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR
         CAUSED BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NORTHWEST'S
         SAID REPRESENTATIVES.

         NORTHWEST WILL INDEMNIFY AND HOLD HARMLESS AVSA, THE MANUFACTURER, EACH
         OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND
         THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
         LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR
         DEATHS OF NORTHWEST'S REPRESENTATIVES PARTICIPATING IN ANY TESTS,
         CHECKOUTS, OR INSPECTIONS UNDER THIS CLAUSE 7, (II) FOR LOSS OF OR
         DAMAGE TO PROPERTY OF NORTHWEST'S SAID REPRESENTATIVES, AND (III)
         ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE
         OF NORTHWEST'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND
         (II) OF THE PRECEDING SENTENCE, NORTHWEST WILL NOT BE OBLIGATED TO
         INDEMNIFY OR HOLD HARMLESS AVSA WHERE THE LIABILITIES, DAMAGES, LOSSES,
         COSTS OR EXPENSES ARISE FROM AVSA'S NEGLIGENCE OR WILLFUL MISCONDUCT.

         IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER
         PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR
         DAMAGES FOR DEATH OR INJURY, OR FOR PROPERTY DAMAGE, THE LIABILITY FOR
         WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE
         7.2, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER
         PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE
         DEFENSE THEREOF, AND WILL HAVE THE RIGHT TO EFFECT ANY SETTLEMENT WHICH
         IT, IN 



                                       18
<PAGE>

         ITS OPINION, DEEMS PROPER AND WHICH IMPOSES NO LIABILITY OR OTHER
         OBLIGATION ON THE INDEMNITEE.

         IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE
         DEFENSE OF THE CLAIM OR LAWSUIT, THEN THE INDEMNITEE WILL HAVE THE
         RIGHT TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS
         APPROPRIATE AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY
         JUDGMENTS, SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING SAID
         DEFENSE. FOR THE PURPOSE OF THIS SUBCLAUSE 7.2, A CLAIM OR LAWSUIT
         AGAINST THE MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY OF
         THEIR RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
         OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A LAWSUIT AGAINST
         AVSA.


                                       19
<PAGE>


8 -      NORTHWEST'S ACCEPTANCE

8.1      Acceptance Procedures

8.1.1    AVSA or any Affiliate thereof acting as AVSA's designee will give to
         Northwest not less than *** days prior written notice of the proposed
         time when acceptance tests of an Aircraft will be conducted, and, in
         the event that Northwest elects to attend such tests, Northwest will
         comply with the reasonable requirements of AVSA with the intention of
         completing all tests within *** Working Days after commencement. The
         tests will take place at Daimler-Benz's works in Hamburg, Germany (or
         at such other facilities of the Associated Contractors or any
         Affiliates thereof as AVSA may specify in its notice to Northwest
         pursuant to this Subclause 8.1.1) and will be carried out by the
         personnel of the Manufacturer (accompanied, if Northwest so wishes, by
         representatives of Northwest up to a total of *** acting as observers,
         of whom not more than *** will have access to the cockpit at any one
         time). During flight tests, these representatives will comply with the
         instructions of the Manufacturer's representatives. The Manufacturer
         will not normally be required in the course of such acceptance tests to
         fly any of the Aircraft for more than an aggregate of *** hours.

8.1.2    AVSA will offer to Northwest a briefing prior to acceptance of each
         Aircraft and *** hour simulator session for *** pilots, prior to
         acceptance of the first Aircraft. This briefing will provide specific
         information related to acceptance flights.

8.1.3    The acceptance tests must demonstrate the satisfactory functioning of
         the Aircraft at the time of delivery in accordance with the
         Specification (except for immaterial variances from the Specification).
         In the event that Northwest, after having received proper notice in
         accordance with Subclause 8.1.1, does not attend the tests scheduled
         for an Aircraft or fails to so cooperate, AVSA may complete them in the
         absence of Northwest, whereupon Northwest will be deemed to have
         accepted the tests, if such tests demonstrate the satisfactory
         functioning of the Aircraft as aforesaid, and AVSA will furnish such
         data with respect to such tests as Northwest may reasonably request.

8.1.4    If the acceptance tests for an Aircraft are not successfully completed
         or there is a defect, Northwest, within *** Working Days after such
         tests, will give notice to AVSA specifying such unsuccessful completion
         or defect. Thereafter AVSA will, without hindrance from Northwest,
         carry out any necessary changes and, as soon as practicable thereafter,
         resubmit the Aircraft for new acceptance tests to demonstrate the
         elimination of the defect, such tests to be held and carried out in
         accordance with Subclause 8.1, provided, however, rather than accept a
         delay in delivery of any such Aircraft, Northwest and AVSA may agree to
         deliver such Aircraft with subsequent correction of the defect by
         Northwest ***.

8.2      Use of Aircraft

         AVSA will be entitled to use any Aircraft prior to its delivery to
         Northwest:

                                       20
<PAGE>

         (i)      without Northwest's prior consent, to the extent necessary to
                  carry out the normal manufacturing process of the Aircraft
                  (but in no event for more than *** flight hours in the case of
                  each Aircraft),

         (ii)     without Northwest's prior consent, to obtain the certificates
                  required under Clause 2 hereof ***, or

         (iii)    with Northwest's prior consent (such consent not to be
                  unreasonably withheld), for the purposes of demonstration
                  flights to third parties (the "Demonstration Flights").

         Such use will not affect either AVSA's obligation to deliver any
         Aircraft hereunder or Northwest's obligation to accept delivery of any
         Aircraft hereunder. Northwest will have the right, however, to obtain a
         credit from AVSA for *** flight hours accumulated during Demonstration
         Flights. ***. Such credit will be equal to the product of (i) the
         number of flight hours accumulated *** for Demonstration Flights and
         (ii) US$ *** (US dollars -- ***). Northwest will accept delivery of any
         Aircraft used in accordance with this Subclause 8.2 without any
         reduction in price for depreciation, or wear and tear resulting from
         such use.

8.3      Certificate of Acceptance

         When the Aircraft is "ready for delivery" as defined below in Subclause
         9.2, Northwest will forthwith give to AVSA a signed Certificate of
         Acceptance in the form attached as Exhibit F in respect of the relevant
         Aircraft. Should Northwest fail to so deliver the said Certificate,
         then Northwest will be deemed to be in default as though it had without
         cause rejected delivery of such Aircraft when duly tendered to it
         hereunder and will thereafter bear all costs and expenses resulting
         from such delay in delivery.

8.4      Finality of Acceptance

         Northwest's acceptance of delivery of each Aircraft will constitute
         waiver by Northwest of any right it may have under the Uniform
         Commercial Code as adopted by the State of New York or otherwise to
         revoke such acceptance for any reason, whether known or unknown to
         Northwest at the time of acceptance.

8.5      INDEMNITY

8.5.1    SCOPE

         IN CONNECTION WITH THE PROVISION OF SERVICES UNDER THIS CLAUSE
         8, AVSA AND NORTHWEST PROVIDE THE INDEMNITIES SET FORTH IN
         SUBCLAUSES 8.5.2 AND 8.5.3.

                                       21
<PAGE>

8.5.2    AVSA'S INDEMNITY

         AVSA WILL INDEMNIFY AND HOLD HARMLESS NORTHWEST, ITS
         DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST
         ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

         (I)      FOR ALL INJURIES TO AND DEATHS OF PERSONS (EXCEPTING
                  INJURIES TO AND DEATHS OF NORTHWEST'S REPRESENTATIVES
                  PARTICIPATING IN ANY GROUND OR FLIGHT TESTS UNDER THIS
                  CLAUSE 8) CAUSED BY NORTHWEST OR ITS REPRESENTATIVES,
                  AND

         (II)     FOR ANY LOSS OF OR DAMAGE TO PROPERTY (EXCEPTING LOSS OF
                  OR DAMAGE TO PROPERTY OF NORTHWEST'S SAID
                  REPRESENTATIVES) CAUSED BY NORTHWEST OR ITS
                  REPRESENTATIVES,

         IN EITHER CASE WHEN ARISING OUT OF OR IN CONNECTION WITH THE
         OPERATION OF THE AIRCRAFT DURING ANY GROUND OR FLIGHT TESTS
         UNDER THIS CLAUSE 8.

         THIS INDEMNITY OF AVSA WILL NOT APPLY FOR ANY SUCH LIABILITIES,
         DAMAGES, LOSSES, COSTS OR EXPENSES ARISING OUT OF OR CAUSED BY THE
         GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF NORTHWEST'S SAID
         REPRESENTATIVES.

8.5.3    NORTHWEST'S INDEMNITY

         NORTHWEST WILL INDEMNIFY AND HOLD HARMLESS AVSA, THE MANUFACTURER, EACH
         OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND
         EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM
         AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES

         (I)      FOR INJURIES TO OR DEATHS OF NORTHWEST'S SAID
                  REPRESENTATIVES PARTICIPATING IN ANY GROUND OR FLIGHT
                  TESTS UNDER THIS CLAUSE 8,

         (II)     FOR LOSS OF OR DAMAGE TO PROPERTY OF NORTHWEST'S SAID
                  REPRESENTATIVES, AND

         (III)    ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS
                  NEGLIGENCE OF NORTHWEST'S SAID REPRESENTATIVES.

         WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE,


                                       22
<PAGE>

         NORTHWEST WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS AVSA
         WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM
         AVSA'S NEGLIGENCE OR WILLFUL MISCONDUCT.

8.5.4    CLAIMS

         IN THE EVENT ANY CLAIM IS MADE OR LAWSUIT IS BROUGHT AGAINST EITHER
         PARTY (OR ITS RESPECTIVE DIRECTORS, OFFICERS, AGENTS OR EMPLOYEES) FOR
         DAMAGES FOR DEATH OR INJURY OR FOR PROPERTY DAMAGE, THE LIABILITY FOR
         WHICH HAS BEEN ASSUMED BY THE OTHER PARTY PURSUANT TO THIS SUBCLAUSE
         8.5, THE FORMER (INDEMNITEE) WILL PROMPTLY GIVE NOTICE TO THE OTHER
         PARTY (INDEMNITOR), AND THE INDEMNITOR WILL ASSUME AND CONDUCT THE
         DEFENSE THEREOF, AND WILL EFFECT ANY SETTLEMENT WHICH IT, IN ITS
         OPINION, DEEMS PROPER AND WHICH DOES NOT IMPOSE ANY LIABILITY OR OTHER
         OBLIGATION ON THE INDEMNITEE.

         IN THE EVENT THAT THE INDEMNITOR DOES NOT ASSUME AND CONDUCT THE
         DEFENSE OF THE CLAIM OR SUIT, THEN THE INDEMNITEE WILL HAVE THE RIGHT
         TO PROCEED WITH DEFENSE OF THE CLAIM OR LAWSUIT AS IT DEEMS APPROPRIATE
         AND WILL HAVE AN ACTION AGAINST THE INDEMNITOR FOR ANY JUDGMENTS,
         SETTLEMENTS, COSTS OR EXPENSES INCURRED IN CONDUCTING SAID DEFENSE
         (INCLUDING LEGAL FEES AND RELATED EXPENSES AS WELL AS THOSE COSTS
         INCURRED BY IT ESTABLISHING ITS RIGHT TO INDEMNIFICATION HEREUNDER).
         FOR THE PURPOSE OF THIS SUBCLAUSE 8.5, A CLAIM OR LAWSUIT AGAINST THE
         MANUFACTURER OR ANY OF THE ASSOCIATED CONTRACTORS OR ANY OF THEIR
         RESPECTIVE SUBCONTRACTORS OR ANY OF THEIR RESPECTIVE DIRECTORS,
         OFFICERS, AGENTS OR EMPLOYEES WILL BE DEEMED TO BE A LAWSUIT AGAINST
         AVSA.

                                       23
<PAGE>


9 -      DELIVERY

9.1      Delivery Schedule

         Subject to the provisions of this Agreement, AVSA will have the Firm
         Aircraft ready for delivery at Daimler-Benz's works in Hamburg,
         Germany, and Northwest will accept the same, during the months set
         forth below. ***.
<TABLE>
<CAPTION>

  Aircraft No.       Month/Year of Delivery                         Aircraft No.     Month/Year of Delivery
  ------------       ----------------------                         ------------     ----------------------
       <S>        <C>                                                <C>           <C> 
       1           *** 1999                                              26          *** 2001
       2           *** 1999                                              27          *** 2001
       3           *** 1999                                              28          *** 2001
       4           *** 1999                                              29          *** 2001
       5           *** 1999                                              30          *** 2001
       6           *** 1999                                              31          *** 2002
       7           *** 1999                                              32          *** 2002
       8           *** 1999                                              33          *** 2002
       9           *** 1999                                              34          *** 2002
       10          *** 1999                                              35          *** 2002
       11          *** 2000                                              36          *** 2002
       12          *** 2000                                              37          *** 2002
       13          *** 2000                                              38          *** 2002
       14          *** 2000                                              39          *** 2002
       15          *** 2000                                              40          *** 2002
       16          *** 2000                                              41          *** 2003
       17          *** 2000                                              42          *** 2003
       18          *** 2000                                              43          *** 2003
       19          *** 2000                                              44          *** 2003
       20          *** 2000                                              45          *** 2003
       21          *** 2001                                              46          *** 2003
       22          *** 2001                                              47          *** 2003
       23          *** 2001                                              48          *** 2003
       24          *** 2001                                              49          *** 2003
       25          *** 2001                                              50          *** 2003

</TABLE>


         Not later than *** days prior to the date scheduled for acceptance
         tests for a particular Aircraft, AVSA will give Northwest notice of the
         anticipated date within the relevant month set forth above on which
         such Aircraft will be ready for delivery. Not later than *** days prior
         to such date notified to Northwest, AVSA will (i) confirm to Northwest
         that such anticipated delivery date is firm or (ii) in the event AVSA
         cannot confirm such date as being firm, confirm a new date, which will
         be no more than *** Working Days in Germany before or after the
         originally scheduled date.

                                       24
<PAGE>

9.2      Certificate of Airworthiness

         Each Aircraft will for the purpose of this Agreement be deemed to be
         "ready for delivery" upon the satisfactory completion of its acceptance
         tests in accordance with Clause 8 and the issuance of an LBA
         Certificate of Airworthiness for Export in the "Transport Category"
         with respect thereto and AVSA's compliance with the other obligations
         to be performed by it under Clause 2 hereof.

9.3      Title

         Title to and risk of loss of and damage to the Aircraft will pass to
         Northwest upon delivery following execution of the Certificate of
         Acceptance and upon payment of the Final Contract Price for such
         Aircraft. AVSA will provide Northwest with such appropriate documents
         of title or other documents as Northwest may reasonably request.

9.4      Overdue Payment or Flyaway

         In the event that:

         (i)      the delivery of and payment of the Final Contract Price for
                  the Aircraft is delayed more than *** Working Days after the
                  firm delivery date established pursuant to Subclause 9.1 due
                  to the fault of Northwest, or

         (ii)     within *** days after delivery of the Aircraft Northwest has
                  failed to remove such Aircraft from the place of delivery for
                  whatever reason (except for reasons attributable to AVSA)

         then Northwest will on demand reimburse AVSA for all reasonable costs
         and expenses (including, without limitation, costs and expenses
         attributable to storage, preservation and protection, insurance and
         taxes) actually sustained by AVSA and resulting from any such delay or
         failure. Such reimbursement will be in addition to any other rights
         that AVSA may have as a result of any such delay or failure.

9.5      Flyaway Expenses

         Except for expenses to be borne by AVSA as provided in Subclause 4.4 of
         this Agreement, all expenses of, and in connection with, fly-away from
         Daimler-Benz's works will be borne by Northwest, ***.

                                       25
<PAGE>



10 -     EXCUSABLE DELAY

10.1     Scope

         Neither AVSA nor the Manufacturer will be responsible for or be deemed
         to be in default on account of delays in delivery or failure to deliver
         or otherwise in the performance of this Agreement or any part hereof
         (i) due to causes reasonably beyond AVSA's, the Manufacturer's or any
         Associated Contractor's control (unless such cause is beyond such
         control due to AVSA's, the Manufacturer's or the Associated
         Contractor's fault or negligence) or (ii) not occasioned by AVSA's, the
         Manufacturer's or any Associated Contractor's fault or negligence
         ("Excusable Delay"), including, but not limited to: acts of God or the
         public enemy, natural disasters, fires, floods, hail storms, explosions
         or earthquakes; epidemics or quarantine restrictions; serious
         accidents; actual total or constructive total loss; any law, decision,
         regulation, directive or other act (whether or not having the force of
         law) of any government or of the Council of the European Community or
         the Commission of the European Community or of any national, Federal,
         State, municipal or other governmental department, commission, board,
         bureau, agency, court or instrumentality, domestic or foreign;
         governmental priorities, regulations or orders affecting allocation of
         materials, facilities or a completed Aircraft; war, civil war or
         warlike operations, terrorism, insurrection or riots; failure of
         transportation; strikes or labor troubles causing cessation, slow down
         or interruption of work; delay in obtaining any airworthiness
         certification for a previously uncertificated Aircraft part, component
         or computer software after due and timely diligence to procure such
         certification; inability after due and timely diligence to procure
         materials, accessories, equipment or parts; general hindrance in
         transportation; or failure of a subcontractor or Vendor to furnish
         materials, components, accessories, equipment or parts.

         It is expressly understood and agreed that each of (i) any delay caused
         by Northwest's negligence or fault, and (ii) delay in delivery or
         otherwise in the performance of this Agreement by AVSA due in whole or
         in part to any delay in or failure of the delivery of, or any other
         event or circumstance relating to, the Propulsion Systems or Buyer
         Furnished Equipment, will constitute Excusable Delay for AVSA. AVSA
         will as soon as practicable after becoming aware of any delay falling
         within the provisions of this Subclause 10.1 (a) notify Northwest of
         such delay and of the probable extent thereof and (b) subject to the
         following provisions, as soon as practicable after the removal of the
         cause or causes for delay, resume,***, the performance of those
         obligations affected under this Agreement.

         AVSA and Northwest acknowledge that nothing in this Subclause 10.1
         shall be deemed to obligate AVSA to undertake or forego any action with
         respect to any strike or labor troubles which AVSA would not otherwise
         undertake or forego in the exercise of sound business judgement.

10.2     Unanticipated Delay

                                       26
<PAGE>

         In the event that the delivery of any Aircraft is delayed by reason of
         an Excusable Delay for a period of more than *** months after the end
         of the calendar month in which delivery is otherwise required
         hereunder, Northwest will be entitled to terminate this Agreement with
         respect only to the Aircraft so affected upon written notice given to
         AVSA within *** days after the expiration of such *** month period. In
         the event such delay continues for an additional *** month period after
         the expiration of such *** month period and Northwest has not
         theretofore terminated this Agreement with respect to such Aircraft,
         either party will have the option to terminate this Agreement with
         respect to the Aircraft so affected upon written notice given to the
         other within *** days after the end of such additional *** month
         period. Such termination, as aforesaid, will discharge all obligations
         and liabilities of the parties hereunder with respect to such affected
         Aircraft, except that AVSA will repay to Northwest all amounts required
         by *** with respect to such affected Aircraft, ***. Northwest will not
         be entitled to receive such repayment nor to terminate this Agreement
         as to any Aircraft under this Clause 10 by reason of an Excusable Delay
         if such delay is caused solely by Northwest's negligence or Northwest's
         fault.

10.3     Anticipated Delay

         In respect of any Aircraft, AVSA may conclude, based on a reasonable
         and good faith appraisal of the facts, that Excusable Delays will (i)
         cause delay in delivery of such A(degree)ircraft for a period of more
         than *** months after the end of the calendar month in which delivery
         is otherwise required or (ii) prevent delivery of such Aircraft. In
         such event, in good faith and in accordance with its normal scheduling
         procedures, AVSA will give written notice to Northwest of either (i)
         such delay and its related rescheduling reflecting such delay(s) or
         (ii) such nondelivery. Within *** days after Northwest's receipt of
         such notice, Northwest (and,***, AVSA) may terminate this Agreement as
         to such rescheduled or nondeliverable Aircraft by giving written notice
         to the other party. Such termination will discharge all obligations and
         liabilities of the parties hereunder with respect to such affected
         Aircraft, except that AVSA will repay to Northwest all amounts required
         by *** with respect to such affected Aircraft,***. Northwest will not
         be entitled to receive such repayment nor to terminate this Agreement
         as to any Aircraft under this Clause 10 by reason of an Excusable Delay
         if such delay is caused solely by Northwest's negligence or Northwest's
         fault.

10.4     Delivery Date

         If, following notice of an anticipated delay under Subclause 10.3, this
         Agreement is not terminated in accordance with the provisions of such
         Subclause (with respect to the affected Aircraft), then the date of
         delivery otherwise required hereunder will be extended by a period
         equal to the delay specified in such notice.

10.5     Lost, Destroyed or Damaged Aircraft

         In the event that prior to delivery any Aircraft is lost, destroyed or
         damaged beyond 



                                       27
<PAGE>

         economic repair, AVSA will notify Northwest in writing within *** days
         after such event. Such notice will specify the earliest date,
         consistent with AVSA's and the Manufacturer's other contractual
         commitments and production capabilities, by which AVSA would be able to
         deliver a replacement for such Aircraft. This Agreement will terminate
         as to such Aircraft unless Northwest gives AVSA written notice, within
         *** days after receipt by Northwest of the notice from AVSA of such
         loss, destruction or damage, that Northwest desires AVSA to deliver to
         Northwest a replacement for such Aircraft. If Northwest gives such
         notice to AVSA, AVSA will deliver to Northwest, at the earliest date
         consistent with AVSA's and the Manufacturer's other contractual
         commitments and production capabilities, an aircraft to replace the
         Aircraft lost, destroyed or damaged beyond repair, and the parties will
         execute an amendment to this Agreement to evidence the delivery date
         for such replacement aircraft; provided, however, that nothing herein
         will obligate AVSA to deliver such replacement aircraft if its
         manufacture would require the reactivation of the Manufacturer's
         production line for the model of aircraft purchased hereunder. The
         terms and conditions of this Agreement applicable to the Aircraft lost,
         destroyed or damaged beyond economic repair (including without
         limitation, the price and price revision provisions in Clauses 4 and 5
         hereof) will apply to the replacement aircraft; ***. In the event of
         termination of this Agreement as to a particular Aircraft as a result
         of such loss, destruction or damage the obligations and liabilities of
         the parties hereunder with respect to such Aircraft will be discharged.
         AVSA will repay to Northwest the amount required pursuant to *** with
         respect to such lost, destroyed or damaged Aircraft ***. Northwest will
         not be entitled to receive repayment nor to terminate this Agreement as
         to any Aircraft under this Subclause 10.5 if such loss, destruction or
         damage is caused by Northwest's or its representatives' gross
         negligence or willful misconduct.

10.6     REMEDIES

         THIS CLAUSE 10 *** SET FORTH THE SOLE AND EXCLUSIVE REMEDY OF NORTHWEST
         FOR EXCUSABLE DELAYS IN DELIVERY OR FAILURE TO DELIVER, AND NORTHWEST
         HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO
         DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE
         ENTITLED IN RESPECT THEREOF. NORTHWEST WILL NOT BE ENTITLED TO CLAIM
         THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 TO THE
         EXTENT THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED SOLELY BY THE
         NEGLIGENCE OR FAULT OF NORTHWEST OR ITS REPRESENTATIVES.

         In the event this Agreement is terminated with respect to an Aircraft
         pursuant to the provisions of this Clause 10, ***.


                                       28
<PAGE>



11 -     INEXCUSABLE DELAY

11.1     Liquidated Damages

         Should an Aircraft not be ready for delivery to Northwest within ***
         days after the month of delivery specified in this Agreement (as such
         month may otherwise be changed pursuant to this Agreement) for reasons
         other than as are covered by Clause 10, Northwest will, in respect of
         any subsequent delay in delivery of such Aircraft, have the right to
         claim and AVSA will in respect of any subsequent delay pay to Northwest
         as liquidated damages for the delay in delivery of such Aircraft US$
         *** (US dollars -- ***

11.2     Total Liability

         Notwithstanding Subclause 11.1, the total liability of AVSA under this
         Clause 11 with respect to any Aircraft will in no event exceed the
         total sum of US$ *** (US dollars - - ***).

11.3     Written Claim

         Northwest's right to recover such damages in respect of an Aircraft is
         conditional upon a claim therefor being submitted in writing to AVSA by
         Northwest no later than *** days after the date when such Aircraft was
         scheduled to have been ready for delivery.

11.4     Six-Month Delay

         In the event that such subsequent delay in delivery exceeds six (6)
         months, Northwest will have the further right, exercisable by written
         notice to AVSA given after such six (6) month period, to terminate this
         Agreement in respect only of the Aircraft that is the subject of such
         delay, whereupon AVSA will repay to Northwest hereunder all amounts
         required by *** in relation to such Aircraft ***. ***

11.5     Twelve-Month Delay

         In the event that such subsequent delay in delivery exceeds twelve (12)
         months, AVSA will have the right, exercisable by written notice to
         Northwest given no more than *** after such twelve (12) month period,
         to terminate this Agreement in respect only of the Aircraft that is
         subject to such delay *** AVSA will repay to Northwest all amounts
         required by *** in relation to such Aircraft ***.

11.6     Price Revision

         Notwithstanding the provisions of Clause 5,***, the Base Price of each
         Aircraft ***.

11.7     Buyer Furnished Equipment

                                       29
<PAGE>

         *** pursuant to the provisions of this Clause 11, *** prior to
         exercising its rights under this Subclause 11.7.

11.8     REMEDIES

         THIS CLAUSE 11 *** SET FORTH THE SOLE REMEDY OF NORTHWEST FOR DELAYS IN
         DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED
         BY CLAUSE 10, AND NORTHWEST HEREBY WAIVES ALL RIGHTS, INCLUDING WITHOUT
         LIMITATION ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR
         SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE ENTITLED IN
         RESPECT THEREOF. NORTHWEST WILL NOT BE ENTITLED TO CLAIM THE REMEDIES
         AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY
         REFERRED TO IN THIS CLAUSE 11 IS CAUSED SOLELY BY THE NEGLIGENCE OR
         FAULT OF NORTHWEST OR ITS REPRESENTATIVES.

                                       30
<PAGE>



12 -       WARRANTIES AND SERVICE LIFE POLICY

12.1       STANDARD WARRANTY

12.1.1     Nature of Warranty

12.1.2     Exceptions

12.1.3     Warranty Periods

12.1.4     Buyer's Remedy and Seller's Obligation

12.1.5     Warranty Claim Requirements

12.1.6     Warranty Administration

12.1.7     In-house Warranty

12.1.8     Standard Warranty Transferability

12.1.9     Warranty for Corrected, Replacement or Repaired
                  Warranted Parts

12.1.10    Good Airline Operation - Normal Wear and Tear

12.2       SELLER SERVICE LIFE POLICY

12.2.1     Definitions

12.2.2     Periods and Seller's Undertakings

12.2.3     Seller's Participation in the Cost

12.2.4     General Conditions and Limitations

12.2.5     Transferability

12.3       VENDOR WARRANTIES

12.3.1     Seller's Support

12.3.2     Vendor's Default


                                       31
<PAGE>




12.4       INTERFACE COMMITMENT

12.4.1     Interface Problem

12.4.2     Seller's Responsibility

12.4.3     Vendor's Responsibility

12.4.4     Joint Responsibility

12.4.5     General

12.5       EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF
           LIABILITY

12.6       DUPLICATE REMEDIES

12.7       NEGOTIATED AGREEMENT

12 -       WARRANTIES AND SERVICE LIFE POLICY

           AVSA, in its capacity as "Buyer" under its arrangements with the
           Manufacturer, has negotiated and obtained the following Standard
           Warranty, Service Life Policy, Vendor Warranties and Interface
           Commitment from the Manufacturer with respect to the Aircraft,
           subject to the terms, conditions, limitations and restrictions
           (including, but not limited to, the Exclusivity of Warranties and
           General Limitations of Liability and Duplicate Remedies provisions)
           all as hereinafter set out. AVSA hereby assigns to Northwest, and
           Northwest hereby accepts, all of the rights and obligations of AVSA
           in its capacity as "Buyer" as aforesaid under the said Standard
           Warranty, Service Life Policy, Vendor Warranties and Interface
           Commitment, and AVSA subrogates Northwest into all such rights and
           obligations in respect of the Aircraft. AVSA hereby warrants to
           Northwest that it has all requisite authority to make the foregoing
           assignment and effect the foregoing subrogation to and in favor of
           Northwest and that it will not enter into any amendment of the
           provisions so assigned without the prior written consent of
           Northwest. Capitalized terms utilized in the following quoted
           provisions have the meanings assigned thereto in this Agreement,
           except that the term "Seller" refers to the Manufacturer and the term
           "Buyer" refers to AVSA.

QUOTE

12.1       STANDARD WARRANTY

12.1.1     Nature of Warranty

         Subject to the limitations and conditions as hereinafter provided, and
         except as

                                       32
<PAGE>

         provided in Subclause 12.1.2, the Seller warrants to the Buyer that
         each Aircraft and each Warranted Part will at the time of delivery to
         the Buyer:

          (i)    be free from defects in material,

          (ii)   be free from defects in workmanship, including, without
                 limitation, processes of manufacture,

          (iii)  be free from defects in design (including, without limitation,
                 selection of materials) having regard to the state of the art
                 at the date of such design, and

          (iv)   be free from defects arising from failure to conform to the
                 Specification, except as to those portions of the
                 Specification relating to performance or where it is expressly
                 stated that such portions of the Specification are estimates
                 or approximations or design aims.

           For the purposes of this Agreement, the term "Warranted Part" will
           mean any Seller proprietary component, equipment, accessory or part
           that is installed on an Aircraft at the time of delivery of such
           Aircraft and that (a) is installed on such Aircraft, (b) is
           manufactured to the detail design of the Seller or a subcontractor of
           it and (c) bears a part number of the Seller at the time of such
           delivery.

12.1.2     Exceptions

           The warranties set forth in Subclause 12.1.1 will not apply to Buyer
           Furnished Equipment, nor to the engine and its associated parts, nor
           to any component, accessory, equipment or part purchased by the Buyer
           that is not a Warranted Part, provided, however, that:

           (i)    any defect in the Seller's workmanship in respect of the
                  installation of such items in the Aircraft, including any
                  failure by the Seller to conform to the installation
                  instructions of the manufacturers of such items that
                  invalidates any applicable warranty from such manufacturers,
                  will constitute a defect in workmanship for the purpose of
                  this Subclause 12.1 and be covered by the warranty set forth
                  in Subclause 12.1.1(ii), and

           (ii)   any defect inherent in the Seller's design of the
                  installation, in view of the state of the art at the date of
                  such design, that impairs the use of such items will
                  constitute a defect in design for the purposes of this
                  Subclause 12.1 and be covered by the warranty set forth in
                  Subclause 12.1.1(iii).

12.1.3     Warranty Period

           The warranties described in Subclauses 12.1.1 and 12.1.2 hereinabove
           will be limited to those defects that become apparent within ***
           after delivery of the affected Aircraft.

12.1.4     Buyer's Remedy and Seller's Obligation

                                       33
<PAGE>

12.1.4.1 The Buyer's remedy and the Seller's obligation and liability under
         Subclauses 12.1.1 and 12.1.2 hereinabove are limited to, at the
         Seller's expense and option, the repair, replacement or correction of,
         or the supply of modification kits rectifying the defect to, any
         defective Warranted Part. Alternatively, the Seller may at its sole
         option furnish a credit to the Buyer for the future purchase of
         Material equal to the price at which the Buyer is then entitled to
         acquire a replacement for the defective Warranted Part. Nothing herein
         contained will obligate the Seller to correct any failure to conform to
         the Specification with respect to components, equipment, accessories or
         parts that the parties agree in writing at the time of delivery of the
         affected Aircraft are acceptable deviations or have no material adverse
         effect on the use, operation or performance of an Aircraft.

12.1.4.2 In the event a defect covered by Subclause 12.1.1(iii) becomes apparent
         within the applicable period set forth in Subclause 12.1.3(ii), and the
         Seller is obligated to correct such defect, the Seller will also, if so
         requested by the Buyer in writing, make such correction in any Aircraft
         that has not already been delivered to the Buyer. However, the Seller
         will not be responsible nor deemed to be in default on account of any
         delay in delivery of any Aircraft or otherwise, in respect of
         performance of this Agreement, due to the Seller's undertaking to make
         such correction and, rather than accept a delay in delivery of any such
         Aircraft, the Buyer and the Seller may agree to deliver such Aircraft
         with subsequent correction of the defect by the Buyer at the Seller's
         expense, or the Buyer may elect to accept delivery and thereafter file
         a Warranty Claim as though the defect had become apparent immediately
         after delivery of such Aircraft.

12.1.5   Warranty Claim Requirements

         The Buyer's remedy and the Seller's obligation and liability under this
         Subclause 12.1, with respect to each claimed defect, are subject to the
         following conditions precedent:

         (i)      the existence of a defect covered by the provisions of this
                  Subclause 12.1,

         (ii)     the defect's having become apparent within the applicable
                  warranty period, as set forth in Subclause 12.1.3,

         (iii)    the Buyer's having submitted to the Seller proof reasonably
                  satisfactory to the Seller that the claimed defect is due to a
                  matter embraced within this Subclause 12.1, and that such
                  defect did not result from any act or omission of the Buyer,
                  including, but not limited to, any failure to operate and
                  maintain the affected Aircraft or part thereof in accordance
                  with the standards or any matter set forth or covered in
                  Subclause 12.1.10,

         (iv)     the Buyer's having returned as soon as reasonably practicable
                  the Warranted Part 



                                       34
<PAGE>

                  claimed to be defective to such repair facilities as may be
                  designated by the Seller, except where the Buyer elects to
                  repair a defective Warranted Part in accordance with the
                  provisions of Subclause 12.1.7, and

         (v)      the Seller's having received a Warranty Claim fulfilling the
                  conditions of and in accordance with the provisions of
                  Subclause 12.1.6 below.

12.1.6     Warranty Administration

           The warranties set forth in Subclause 12.1 will be administered as
           hereinafter provided:

         (i)      Claim Determination

                  Warranty Claim determination by the Seller will be reasonably
                  based upon the claim details, reports from the Seller's
                  regional representative, historical data logs, inspections,
                  tests, findings during repair, defect analysis and other
                  suitable documents and information.

         (ii)     Transportation ***

                  Transportation *** for sending a defective Warranted Part to
                  the facilities designated by the Seller will be borne by the
                  Buyer ***.

         (iii)    Return of an Aircraft

                  In the event that the Buyer desires to return an Aircraft to
                  the Seller for consideration of a Warranty Claim, the Buyer
                  will notify the Seller of its intention to do so and the
                  Seller will, prior to such return, have the right to inspect
                  such Aircraft and thereafter, without prejudice to its rights
                  hereunder, to repair such Aircraft, at its sole option, either
                  at the Buyer's facilities or at another place acceptable to
                  the Seller. Return of any Aircraft by the Buyer to the Seller
                  ***.

         (iv)     On-Aircraft Work by the Seller

                  In the event that a defect necessitates the dispatch by the
                  Seller of a working team to repair or correct such defect at
                  the Buyer's facilities, or in the event that the Seller
                  accepts the return of an Aircraft to perform or have performed
                  such repair or correction, then all related expenses incurred
                  in performing such repair or correction will be borne ***.

                  Any work performed by the Seller to rectify defects, which if
                  performed by the Buyer would not be eligible for a warranty
                  credit under the terms of Subclause 12.1.7 (v), will be at the
                  Buyer's expense. ***.

                                       35
<PAGE>

                  The Seller will perform on-Aircraft work, subject to either of
                  the following conditions being met:

                  (a)      in the Seller's opinion, such work must require the 
                           technical expertise of the Seller, or

                  (b)      both of

                           (i)      the downtime of each affected Aircraft would
                                    exceed *** days, not including any scheduled
                                    maintenance downtime, and

                           (ii)     the number of man hours quoted in the
                                    Seller's Service Bulletin or batch of
                                    Service Bulletins for their embodiment on
                                    any Aircraft would exceed ***, it being
                                    understood that for batches of Service
                                    Bulletins, the Seller will only count
                                    individual Service Bulletins with more than
                                    *** hours of elapsed time.

                  If the Seller is requested to perform the work, the Seller and
                  the Buyer will agree on a schedule and place for the work to
                  be performed.

           (v)    Warranty Claim Substantiation

                  In connection with each claim by the Buyer under this
                  Subclause 12.1, the Buyer will file a claim on the Buyer's
                  form ("Warranty Claim") within *** days after such defect
                  becomes apparent. Such form must contain at least the
                  following ***:

                  (a)      description of defect and action taken, if any,

                  (b)      date of incident and/or of removal,

                  (c)      description of the defective part,

                  (d)      part number,

                  (e)      serial number (if applicable),

                  (f)      position on Aircraft, according to Catalog Sequence
                           Number (CSN) of the Illustrated Parts Catalog,
                           Component Maintenance Manual or Structural Repair
                           Manual (as such documents are defined in the A319
                           Product Support Agreement) as applicable,

                  (g)      total flying hours or calendar times, as applicable,
                           at the date of


                                       36
<PAGE>

                           appearance of a defect,

                  (h)      time since last shop visit at the date of defect 
                           appearance,

                  (i)      Manufacturer's serial number of the Aircraft and/or 
                           its registration number,

                  (j)      Aircraft total flying hours and/or number of landings
                           at the date of defect appearance,

                  (k)      claim number,

                  (l)      date of claim, and

                  (m)      date of delivery of an Aircraft or part to the Buyer.

                  and in the case of a Warranty Claim under Subclause 12.1.7,
                  the additional data required under Subclause 12.1.7(iv).

                  Claims are to be addressed as follows:

                           Warranty Administration
                           ASCO
                           198 Van Buren Street
                           Suite 300
                           Herndon, VA, 20170

                  or any other address of which the Seller provides three (3)
                  Working Days' notice to the Buyer.

                  ***

         (vi)     Replacements

                  Replacements made pursuant to this Subclause 12.1 will be made
                  within the lead time defined in the Seller's Spare Parts Price
                  List. Replaced components, equipment, accessories or parts
                  will become the Seller's property.

                  Title to and risk of loss of any Aircraft, component,
                  accessory, equipment or part returned by the Buyer to the
                  Seller will at all times remain with the Buyer, except that
                  (i) when the Seller has possession of a returned Aircraft,
                  component, accessory, equipment or part to which the Buyer has
                  title, the Seller will have such responsibility therefor as is
                  chargeable by law to a bailee for hire, but the Seller will
                  not be liable for loss of use, and (ii) title to and risk of
                  loss of a 



                                       37
<PAGE>

                  returned component, accessory, equipment or part will pass to
                  the Seller upon shipment by the Seller to the Buyer of any
                  item furnished by the Seller to the Buyer as a replacement
                  therefor. Upon the Seller's shipment to the Buyer of any
                  replacement component, accessory, equipment or part provided
                  by the Seller pursuant to this Subclause 12.1, title to and
                  risk of loss of such component, accessory, equipment or part
                  will pass to the Buyer.

         (vii)    Rejection

                  The Seller will provide reasonable written substantiation in
                  case of rejection of a claim. In such event the Buyer will pay
                  to the Seller reasonable inspection and test charges incurred
                  by the Seller in connection with the investigation and
                  processing of such claim. Transportation, insurance, and any
                  other costs associated with the return of any Warranted Part
                  or any other item, equipment, component or part for which the
                  Buyer's warranty claim is rejected by the Seller will be borne
                  by the Buyer.

         (viii)   Inspection

                  The Seller will have the right to inspect the affected
                  Aircraft and documents and other records relating thereto in
                  the event of any claim under this Subclause 12.1.

12.1.7   In-house Warranty

         (i)      Authorization

                  The Buyer is hereby authorized to perform the repair of
                  Warranted Parts, subject to the terms of this Subclause 12.1.7
                  ("In-house Warranty"). The Buyer will notify the Seller's
                  representative of its decision to perform any in-house repairs
                  before such repairs are commenced, unless it is not practical
                  to do so, in which case the Buyer will notify the Seller of
                  the in-house repair as soon as reasonably practicable.

         (ii)     Conditions of Authorization

                  The Buyer will be entitled to the benefits under this
                  Subclause 12.1.7 for repair of Warranted Parts:

                  (a)      only if adequate facilities and qualified personnel 
                           are available to the Buyer,

                  (b)      in accordance with the Seller's written instructions
                           set forth in documents such as the Aircraft
                           Maintenance Manual, Component Maintenance Manual
                           (Manufacturer), Component Maintenance Manual (Vendor)
                           and Structural Repair Manual, and

                                       38
<PAGE>

                  (c)      only to the extent specified by the Seller, or, in
                           the absence of such specification, to the extent
                           reasonably necessary to correct the defect, in
                           accordance with the standards set forth in Subclause
                           12.1.10.

         (iii)    Seller's Rights

                  The Seller will have the right, provided that no unreasonable
                  delay will result, to have any Warranted Part, or any part
                  removed therefrom, which is claimed to be defective, returned
                  to the Seller, as set forth in Subclause 12.1.6(ii), if, in
                  the reasonable judgment of the Seller, the nature of the
                  defect requires technical investigation.

                  The Seller will further have the right, provided that no
                  unreasonable delay will result, to have a representative
                  present during the disassembly, inspection and testing of any
                  Warranted Part claimed to be defective.

         (iv)     In-house Warranty Claim Substantiation

                  Claims for In-house Warranty credit will be filed within the
                  time period set forth in and will contain the same information
                  required in, Warranty Claims under Subclause 12.1.6(v) and in
                  addition will include:

                  (a)      a report of technical findings with respect to the 
                           defect,

                  (b)      for parts required to remedy the defect:

                           - part numbers,

                           - serial numbers (if applicable),

                           - description of the parts,

                           - quantity of parts,

                           - unit price of parts,

                           - total price of parts,

                           - related Seller's or third party's invoices (if
                             applicable),

                  (c)      detailed number of labor hours,

                                       39
<PAGE>

                  (d)      agreed In-house Warranty Labor Rate (defined below in
                           Subclause 12.1.7 (v) (a)), and

                  (e)      total claim value.

         (v)      Credit

                  The Buyer's sole remedy, and the Seller's sole obligation and
                  liability, in respect of In-house Warranty claims, will be a
                  credit to the Buyer's account in U.S. Dollars. The credit to
                  the Buyer's account will be equal to the direct labor cost
                  expended in performing a repair and to the direct cost of
                  materials incorporated in the repair. Such costs will be
                  determined as set forth below.

                  (a)      To determine direct labor costs, only man hours spent
                           on disassembly, inspection, repair, reassembly, and
                           final inspection and test (including flight tests if
                           flight tests prove necessary to complete a repair
                           under the In-house Warranty) of the Warranted Part
                           alone will be counted. Man hours required for
                           maintenance work concurrently being carried out on
                           the Aircraft or Warranted Part will not be included.

                           The man hours counted as set forth above will be
                           multiplied by an agreed labor rate representing ***
                           of the Buyer's composite average hourly labor rate
                           (excluding all fringe benefits, premium time
                           allowances, social security charges, business taxes
                           and similar items) paid to the Buyer's employees
                           whose jobs are directly related to the performance of
                           the repair (the "In-house Warranty Labor Rate").

                  (b)      Direct material costs are determined by the prices at
                           which the Buyer acquired such material, excluding any
                           parts and materials used for overhaul and furnished
                           free of charge by the Seller.

         (vi)     Limitation on Credit

                  The Buyer will in no event be credited for repair costs
                  (including labor and material) for any Warranted Part
                  exceeding *** of the Seller's then current catalog price ***
                  for a replacement of such defective Warranted Part.

                  Such cost will be substantiated in writing by the Seller upon
                  reasonable request by the Buyer.

         (vii)    Scrapped Material

                                       40
<PAGE>

                  The Buyer will retain any Warranted Part defective beyond
                  economic repair and any defective part removed from a
                  Warranted Part during repair until the earlier of *** days
                  after submission of a claim for In-house Warranty credit
                  relating thereto or the Seller's written advice to the Buyer
                  that such Warranted Part should be scrapped. Such parts will
                  be returned to the Seller within *** days of receipt of the
                  Seller's request to that effect.


                  Notwithstanding the foregoing, the Buyer may, with the
                  agreement of the Seller's Field Representative, scrap any such
                  defective parts that are beyond economic repair and not
                  required for technical evaluation.

                  Scrapped Warranted Parts will be evidenced by a record of
                  scrapped material certified by an authorized representative of
                  the Buyer, which will be kept in the Buyer's file for at least
                  the duration of the warranty periods set forth in this
                  Subclause 12.1.

         (viii)   LIMITATIONS ON LIABILITY OF SELLER

                  THE SELLER WILL NOT BE LIABLE FOR ANY RIGHT, CLAIM OR REMEDY,
                  AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST THE CLAIMS OF
                  ANY THIRD PARTIES FOR ANY DEFECT, NONCONFORMANCE OR PROBLEM OF
                  ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF
                  WARRANTED PARTS OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER
                  UNDER THIS SUBCLAUSE 12.1.7 WHICH WAS NOT IN COMPLIANCE WITH
                  THE TERMS THEREOF, INCLUDING BUT NOT LIMITED TO: (I) LIABILITY
                  IN CONTRACT OR TORT, (II) LIABILITY ARISING FROM THE BUYER'S
                  ACTUAL OR IMPUTED NEGLIGENCE, INTENTIONAL TORTS AND/OR STRICT
                  LIABILITY, AND/OR (III) LIABILITY TO ANY THIRD PARTIES.

12.1.8     Standard Warranty Transferability

           The warranties provided for in this Subclause 12.1 for any Warranted
           Part will accrue to the benefit of any airline in revenue service
           other than the Buyer, if the Warranted Part enters into the
           possession of any such airline as a result of a pooling or leasing
           agreement between such airline and the Buyer or upon the Buyer's sale
           of the Aircraft to any such airline in accordance with Subclause
           19.3, in accordance with the terms and subject to the limitations and
           exclusions of the foregoing warranties and to applicable laws or
           regulations.

12.1.9     Warranty for Corrected, Replacement or Repaired Warranted Parts

                                       41
<PAGE>

         Whenever any Warranted Part that contains a defect for which the Seller
         is liable under Subclause 12.1 has been corrected, repaired or replaced
         pursuant to the terms of this Clause 12, the period of the Seller's
         warranty with respect to such corrected, repaired or replacement
         Warranted Part, whichever may be the case, will be the remaining
         portion of the original warranty in respect of such corrected, repaired
         or replacement Warranted Part. In the event that a defect is
         attributable to a defective repair or replacement by the Buyer, a
         Warranty Claim with respect to such defect will not be allowable,
         notwithstanding any subsequent correction or repairs, and will
         immediately terminate the remaining warranties under this Subclause
         12.1 in respect of the affected Warranted Part.

12.1.10  Good Airline Operation - Normal Wear and Tear

         The Buyer's rights under this Subclause 12.1 are subject to the
         Aircraft and each component, equipment, accessory and part thereof
         being maintained, overhauled, repaired and operated in accordance with
         good commercial airline practice and in general compliance with all
         technical documentation and maintenance recommendations of the Seller
         (if any), the Manufacturer, the Vendors or the manufacturer of the
         Powerplants and its associated parts and all applicable rules,
         regulations and directives of the FAA.

         The Seller's liability under this Subclause 12.1 will not extend to
         normal wear and tear nor to:

         (i)      any Aircraft or component, equipment, accessory or part
                  thereof that has been repaired, altered or modified after
                  delivery by a party other than the Seller or in a manner other
                  than that set forth in Subclause 12.1.7 or otherwise approved
                  by the Seller;


         (ii)     any Aircraft or component, equipment, accessory or part
                  thereof that has been operated in a damaged state; or

         (iii)    any component, equipment, accessory or part from which the
                  trademark, trade name, part or serial number or other
                  identification marks have been removed.

         This waiver of the Seller's liability by the Buyer will not apply in
         the cases of Subclause 12.1.10 (i) and Subclause 12.1.10 (ii) above if
         the Buyer submits reasonable evidence that the defect did not arise
         from nor was contributed to by either of said cases.

12.2     SELLER SERVICE LIFE POLICY

                                       42
<PAGE>

         In addition to the warranties set forth in Subclause 12.1 above, the
         Seller further agrees that should a Failure occur in any Item, then,
         subject to the general conditions and limitations set forth in
         Subclause 12.2.4 below, the provisions of this Subclause 12.2 will
         apply.

12.2.1   Definitions

         For the purposes of this Subclause 12.2, the following definitions will
         apply:

12.2.1.1 "Item" means any of the Seller components, equipment, accessories or
         parts listed in Exhibit G hereto which are installed on an Aircraft at
         any time during the period of effectiveness of the Service Life Policy
         as defined below in Subclause 12.2.2.


12.2.1.2 "Failure" means any breakage of, or defect in, an Item that has
         occurred, that can reasonably be expected to occur on a repetitive or
         fleetwide basis, and that materially impairs the utility or safety of
         the Item, provided that any such breakage of, or defect in, any Item
         did not result from any breakage or defect in any other Aircraft part
         or component or from any other extrinsic force.

12.2.2   Periods and Seller's Undertaking

         Subject to the general conditions and limitations set forth in
         Subclause 12.2.4 below, the Seller agrees that if a Failure occurs in
         an Item within *** years after the delivery of said Aircraft to the
         Buyer, the Seller will, at its own discretion, as promptly as
         practicable and for a price that reflects the Seller's financial
         participation in the cost as hereinafter provided, either:

12.2.2.1 design and furnish to the Buyer a correction for such Item subject to a
         Failure and provide any parts required for such correction (including
         Seller designed standard parts but excluding industry standard parts
         unless a part of an Item), or,

12.2.2.2 replace such Item.

12.2.3   Seller's Participation in the Cost

         Any part or Item that the Seller is required to furnish to the Buyer
         under this Service Life Policy in connection with the correction or
         replacement of an Item will be furnished to the Buyer at the Seller's
         current sales price therefor, less the Seller's financial
         participation, which will be determined in accordance with the
         following formula:

                 C  (N  -  T)
           P =   -------------
                       N

                                       43
<PAGE>

           where

           P:     financial participation of the Seller,

           C:     the Seller's then current sales price for the required Item or
                  required Seller designed parts,

           T:     total time in months, at time of Failure, since delivery of
                  the particular Aircraft in which the Item subject to such
                  Failure was originally installed,

           N:     *** months.

12.2.4     General Conditions and Limitations

12.2.4.1   Notwithstanding Subclause 12.2.3, the undertakings given in this
           Subclause 12.2 will not be valid during the period applicable to an
           Item under Subclause 12.1.

12.2.4.2   The Buyer's remedy and the Seller's obligation and liability under
           this Service Life Policy are subject to compliance by the Buyer with
           the following conditions precedent:

           (i)    The Buyer will maintain log books and other historical records
                  with respect to each Item adequate to enable determination as
                  to whether the alleged Failure is covered by this Service Life
                  Policy and, if so, to define the portion of the cost to be
                  borne by the Seller in accordance with Subclause 12.2.3 above.

           (ii)   The Buyer will keep the Seller informed of any significant
                  incidents relating to an Aircraft, howsoever occurring or
                  recorded, if the failure to so inform the Seller materially
                  prejudices the Seller's position.

           (iii)  The conditions of Subclause 12.1.10 will have been complied
                  with.

           (iv)   The Buyer will carry out specific structural inspection
                  programs for monitoring purposes as may be established from
                  time to time by the Seller. Such programs will be, to the
                  extent possible, compatible with the Buyer's operational
                  requirements and will be carried out at the Buyer's expense.
                  Reports relating thereto will be regularly furnished to the
                  Seller.

           (v)    In the case of any breakage or defect, the Buyer will report
                  the same in writing to the Seller within *** days after any
                  breakage or defect in an Item becomes apparent, whether or not
                  said breakage or defect can reasonably be expected to occur in
                  any other Aircraft, and the Buyer will inform the Seller in
                  sufficient detail about the breakage or defect to enable the
                  Seller to determine whether said 

                                       44
<PAGE>

                  breakage or defect is subject to this Service Life Policy.

12.2.4.3   Except as otherwise provided in this Subclause 12.2, any claim under
           this Service Life Policy will be administered as provided in, and
           will be subject to the terms and conditions of, Subclause 12.1.6.

12.2.4.4   In the event that the Seller will have issued a modification

           applicable to an Aircraft, the purpose of which is to avoid a 
           Failure, the Seller may elect to offer to supply to the Buyer the
           necessary modification kit free of charge ***. If such a kit is so
           offered to the Buyer, then, in respect of such Failure and any 
           Failures that could ensue therefrom, the validity of the Seller's
           commitment under this Subclause 12.2 will be subject to the Buyer's
           incorporating such modification in the relevant Aircraft, within a
           reasonable time, as promulgated by the Seller and in accordance with
           the Seller's instructions.

12.2.4.5   THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE
           GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR
           AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS
           OCCURRING IN THE STATE OF AIRFRAME DESIGN AND
           MANUFACTURING ART.  THE SELLER'S OBLIGATION UNDER THIS
           SUBCLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE
           ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS
           SUBCLAUSE 12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE
           NONPERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER
           ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE
           IN MONETARY DAMAGES, LIMITED TO THE AMOUNT THE BUYER
           REASONABLY EXPENDS IN PROCURING A CORRECTION OR
           REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE
           COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH
           NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER
           OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS
           SUBCLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT
           ITEM.  WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND
           GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN
           SUBCLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND
           RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR
           CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL
           OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY
           VIRTUE OF THIS SERVICE LIFE POLICY.

12.2.5     Transferability

           Except as provided in Subclause 19.3, the Buyer's rights under this
           Subclause 12.2 will not be assigned, sold, leased, transferred or
           otherwise alienated by operation of law or otherwise, without the
           Seller's prior written consent.

                                       45
<PAGE>

           Any unauthorized assignment, sale, lease, transfer or other
           alienation of the Buyer's rights under this Service Life Policy will,
           as to the particular Aircraft involved, immediately void this Service
           Life Policy in its entirety.

12.3       VENDOR WARRANTIES

12.3.1     Seller's Support

           Prior to delivery of the first Aircraft under this Agreement, the
           Seller will obtain from all Vendors listed in the Supplier Product
           Support Agreements manual enforceable and transferable warranties and
           indemnities against patent infringements for all of the components,
           equipment, accessories and parts of the Vendors that are installed in
           an Aircraft at the time of delivery thereof ("Vendor Parts," it being
           understood that such term will not include the Propulsion Systems,
           Buyer Furnished Equipment or other equipment selected by the Buyer to
           be supplied by Vendors with whom the Seller has no existing
           enforceable warranty agreements). The Seller will also obtain
           enforceable and transferable Vendor service life policies from
           landing gear Vendors for structural landing gear elements. The Seller
           undertakes to supply to the Buyer such Vendor warranties, Vendor
           service life policies and indemnities against patent infringements
           substantially in the form summarized in the Supplier Product Support
           Agreements manual.

12.3.2     Vendor's Default

12.3.2.1   In the event that any Vendor under any standard warranty or indemnity
           against patent infringements obtained by the Seller pursuant to
           Subclause 12.3.1 or Clause 13 hereof defaults in the performance of
           any material obligation under such warranty or indemnity against
           patent infringements with respect to a Vendor Part, and the Buyer
           submits within a reasonable time to the Seller reasonable proof that
           such default has occurred, then Subclause 12.1 or Clause 13 of this
           Agreement will apply to the extent the same would have been
           applicable had such Vendor Part been a Warranted Part except that,
           for obligations covered under Subclause 12.1 ***.

12.3.2.2   In the event that any Vendor under any Vendor service life policy
           obtained by the Seller pursuant to Subclause 12.3.1 hereof defaults
           in the performance of any material obligation with respect thereto,
           and the Buyer submits within reasonable time to the Seller reasonable
           proof that such default has occurred, then Subclause 12.2 of this
           Agreement will apply to the extent the same would have been
           applicable had such component, equipment, accessory or part been
           listed in Exhibit G hereto.

12.3.2.3   At the Seller's request, the Buyer will assign to the Seller, and the
           Seller will be subrogated to, all of the Buyer's rights against the
           relevant Vendor, with respect to and



                                       46
<PAGE>

           arising by reason of such default and the Buyer will provide
           reasonable assistance to enable the Seller to enforce the rights so
           assigned.

12.4       INTERFACE COMMITMENT

12.4.1     Interface Problem

           If the Buyer experiences any technical problem in the operation of an
           Aircraft or its systems due to a malfunction ***, the cause of which,
           after due and reasonable investigation, is not readily identifiable
           by the Buyer, but which the Buyer reasonably believes to be
           attributable to the design characteristics of one or more components
           of the Aircraft (an "Interface Problem"), the Seller will, if
           requested by the Buyer, and without additional charge to the Buyer,
           except for transportation of the Seller's personnel to the Buyer's
           facilities, promptly conduct or have conducted an investigation and
           analysis of such problem to determine, if possible, the cause or
           causes of the problem and to recommend such corrective action as may
           be feasible, provided, however, that if the Seller determines, after
           such due and reasonable investigation, that the Interface Problem was
           due to or caused by any default by the Buyer in performance of its
           obligations hereunder, the Buyer will pay to the Seller all
           reasonable costs and expenses incurred by the Seller during such
           investigation. The Buyer will furnish to the Seller all data and
           information in the Buyer's possession relevant to the Interface
           Problem and will cooperate with the Seller in the conduct of the
           Seller's investigations and such tests as may be required.

           At the conclusion of such investigation the Seller will promptly
           advise the Buyer in writing of the Seller's opinion as to the cause
           or causes of the Interface Problem and the Seller's recommendations
           as to corrective action.

12.4.2     Seller's Responsibility

           If the Seller determines that the Interface Problem is primarily
           attributable to the design of a Warranted Part, the Seller will, if
           requested by the Buyer, correct the design of such Warranted Part,
           pursuant to the terms and conditions of Subclause 12.1.

12.4.3     Vendor's Responsibility

           If the Seller determines that the Interface Problem is primarily
           attributable to the design of a component, equipment, accessory or
           part other than a Warranted Part ("Vendor Component"), the Seller
           will, if requested by the Buyer, reasonably assist the Buyer in
           processing any warranty claim the Buyer may have against the
           manufacturer of such Vendor Component.

12.4.4     Joint Responsibility

                                       47
<PAGE>




           If the Seller determines that the Interface Problem is attributable
           partially to the design of a Warranted Part and partially to the
           design of any Vendor Component, the Seller will, if requested by the
           Buyer, seek a solution to the Interface Problem through cooperative
           efforts of the Seller and any Vendor involved. The Seller will
           promptly advise the Buyer of such corrective action as may be
           proposed by the Seller and any such Vendor. Such proposal will be
           consistent with any then existing obligations of the Seller hereunder
           and of any such Vendor to the Buyer. Such corrective action, when
           reasonably accepted by the Buyer, will constitute full satisfaction
           of any claim the Buyer may have against either the Seller or any such
           Vendor with respect to such Interface Problem.

12.4.5     General

12.4.5.1   All requests under this Subclause 12.4 will be directed both to the
           Seller and the affected Vendors.

12.4.5.2   Except as specifically set forth in this Subclause 12.4, this
           Subclause 12.4 will not be deemed to impose on the Seller any
           obligations not expressly set forth elsewhere in this Agreement.

12.4.5.3   All reports, recommendations, data and other documents furnished by
           the Seller to the Buyer pursuant to this Subclause 12.4 will be
           deemed to be delivered under this Agreement and will be subject to
           the terms, covenants and conditions set forth in this Clause 12 and
           in Subclause 22.4.

12.5       EXCLUSIVITY OF WARRANTIES AND
           GENERAL LIMITATIONS OF LIABILITY

           THIS CLAUSE 12 (INCLUDING ITS SUBPROVISIONS) SETS FORTH THE EXCLUSIVE
           WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE
           SELLER, AND THE EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER
           UNDER THIS AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR
           NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
           EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

           THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
           CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY
           DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND
           SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER HEREBY WAIVES,
           RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES

                                       48
<PAGE>

           AND LIABILITIES OF THE SELLER AND ALL OTHER RIGHTS, CLAIMS AND
           REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER EXPRESS OR IMPLIED
           BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY
           NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,
           COMPONENT, EQUIPMENT, ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS
           AGREEMENT, INCLUDING BUT NOT LIMITED TO:

           (1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS
                  FOR ANY GENERAL OR PARTICULAR PURPOSE;

           (2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

           (3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

           (4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

           (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;


           (6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                  REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL,
                  NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

           (7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                                       49
<PAGE>

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

           THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT
           WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
           INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT ANY
           PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL,
           OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL
           REMAIN IN FULL FORCE AND EFFECT.

12.6       DUPLICATE REMEDIES

           The remedies provided to the Buyer under this Clause 12 as to any
           defect in respect of the Aircraft or any part thereof are mutually
           exclusive and not cumulative. The Buyer will be entitled to the
           remedy that provides the maximum benefit to it, as the Buyer may
           elect, pursuant to the terms and conditions of this Clause 12 for any
           such particular defect for which remedies are provided under this
           Clause 12; provided, however, that the Buyer will not be entitled to
           elect a remedy under one part of this Clause 12 that constitutes a
           duplication of any remedy elected by it under any other part hereof
           for the same defect. The Buyer's rights and remedies herein for the
           nonperformance of any obligations or liabilities of the Seller
           arising under these warranties will be in monetary damages limited to
           the amount the Buyer expends in procuring a correction or replacement
           for any covered part subject to a defect or nonperformance covered by
           this Clause 12, and the Buyer will not have any right to require
           specific performance by the Seller ***.

UNQUOTE

           In consideration of the assignment and subrogation by AVSA under this
           Clause 12 in favor of Northwest in respect of AVSA's rights against
           and obligations to the Manufacturer under the provisions quoted
           above, Northwest hereby accepts such assignment and subrogation and
           agrees to be bound by all of the terms, conditions and limitations
           therein contained, specifically including, without limitation, the
           following:

           THIS CLAUSE 12 (INCLUDING ITS SUBCLAUSES) SETS FORTH THE EXCLUSIVE
           WARRANTIES, EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA,
           AND THE EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, WHETHER UNDER THIS
           AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY OR
           PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY,
           PART OR SERVICE DELIVERED UNDER THIS AGREEMENT.

           NORTHWEST RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS
           CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT NORTHWEST FROM ANY
           DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND
           SERVICES SUPPLIED UNDER THIS AGREEMENT. NORTHWEST HEREBY WAIVES,
           RELEASES AND 



                                       50
<PAGE>

           RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS, GUARANTEES AND
           LIABILITIES OF AVSA AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF
           NORTHWEST AGAINST AVSA, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT,
           OR STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR
           DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
           ACCESSORY, PART OR SERVICE DELIVERED UNDER THIS AGREEMENT, INCLUDING,
           BUT NOT LIMITED TO:

           (1)    ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS
                  FOR ANY GENERAL OR PARTICULAR PURPOSE;

           (2)    ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
                  PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

           (3)    ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

           (4)    ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
                  LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
                  ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
                  INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
                  LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

           (5)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
                  COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

           (6)    ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY
                  REGULATIONS OR STANDARDS IMPOSED BY ANY INTERNATIONAL,
                  NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;

           (7)    ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

                  (a)      LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (b)      LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT,
                           COMPONENT, EQUIPMENT, ACCESSORY OR PART PROVIDED
                           UNDER THIS AGREEMENT;

                  (c)      LOSS OF PROFITS AND/OR REVENUES;

                                       51
<PAGE>

                  (d)      ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

           THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT
           WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
           INSTRUMENT SIGNED BY AVSA AND NORTHWEST. IN THE EVENT THAT ANY
           PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD UNLAWFUL,
           OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS CLAUSE 12 WILL
           REMAIN IN FULL FORCE AND EFFECT.

           The remedies provided to Northwest under this Clause 12 as to any
           defect in respect of the Aircraft or any part thereof are mutually
           exclusive and not cumulative. Northwest will be entitled to the
           remedy that provides the maximum benefit to it, as Northwest may
           elect, pursuant to the terms and conditions of this Clause 12 for any
           such particular defect for which remedies are provided under this
           Clause 12; provided, however, that Northwest will not be entitled to
           elect a remedy under one part of this Clause 12 that constitutes a
           duplication of any remedy elected by it under any other part hereof
           for the same defect. Northwest's rights and remedies herein for the
           nonperformance of any obligations or liabilities of AVSA arising
           under these warranties will be in monetary damages limited to the
           amount Northwest expends in procuring a correction or replacement for
           any covered part subject to a defect or nonperformance covered by
           this Clause 12, and Northwest will not have any right to require
           specific performance by AVSA ***.

12.7       NEGOTIATED AGREEMENT

           Northwest and AVSA agree that this Clause 12 has been the subject of
           discussion and negotiation and is fully understood by the parties and
           that the price of the Aircraft and the other mutual agreements of the
           parties set forth in this Agreement were arrived at in consideration
           of, inter alia, the provisions of this Clause 12, specifically
           including the Exclusivity of Warranties and General Limitations of
           Liability provisions and the Duplicate Remedies provisions set forth
           in Subclause 12.5 and following Subclause 12.6.

                                       52
<PAGE>


13 -       PATENT INDEMNITY

           AVSA, in its capacity as "Buyer" under its arrangements with the
           Manufacturer, has negotiated and obtained the following Patent
           Indemnity from the Manufacturer with respect to the Aircraft, subject
           to the terms, conditions, limitations and restrictions (including,
           but not limited to, the waiver, release and renunciation provision)
           all as hereinafter set out. AVSA hereby assigns to Northwest, and
           Northwest hereby accepts, all of the rights and obligations of AVSA
           in its capacity as "Buyer" as aforesaid under the said Patent
           Indemnity and AVSA subrogates Northwest into all such rights and
           obligations in respect of the Aircraft. AVSA hereby warrants to
           Northwest that it has all requisite authority to make the foregoing
           assignment and effect the foregoing subrogation to and in favor of
           Northwest and that it will not enter into any amendment of the
           provisions so assigned without the prior written consent of
           Northwest. Capitalized terms utilized in the following quoted
           provisions have the meanings assigned thereto in this Agreement,
           except that the term "Seller" refers to the Manufacturer and the term
           "Buyer" refers to AVSA.

QUOTE

13.1       Scope

           The Seller will indemnify the Buyer from and against any damages,
           costs and expenses including reasonable legal costs (excluding
           damages, costs, expenses, loss of profits and other liabilities in
           respect of or resulting from loss of use of any Aircraft):

           (1)    to the extent of *** thereof in case of any actual or alleged
                  infringement by any Aircraft or any Warranted Part or the use
                  thereof of

                  (a)      any British, French, German, Spanish or US patent, or

                  (b)      any patent issued under the laws of any other country
                           in which Northwest may lawfully operate the Aircraft,
                           provided that:

                           (i)      from the time of design of such Aircraft,
                                    accessory, equipment or part and until
                                    infringement claims are resolved, such
                                    country and the flag country of the Aircraft
                                    is each a party to the Chicago Convention on
                                    International Civil Aviation of December 7,
                                    1944, and is fully entitled to all benefits
                                    of Article 27 thereof, or in the
                                    alternative,

                           (ii)     from such time of design and until
                                    infringement claims are resolved, such
                                    country and the flag country of the Aircraft
                                    is each a party to the International
                                    Convention for the Protection of Industrial
                                    Property of March 20, 1883 (known as the
                                    "Paris Convention").

                                       53
<PAGE>

           (2)    to the extent of *** thereof in case of any actual or alleged
                  infringement by any Aircraft or any Warranted Part or the use
                  thereof of any patent issued under the laws of any country not
                  covered by (1) above in which the Buyer is from time to time
                  lawfully operating the Aircraft.

           The Seller's undertaking under this Clause 13 will not apply to
           components, accessories, equipment or parts which are not Warranted
           Parts.

13.2       Seller's Action

           Should the Buyer be enjoined from using any part of an Aircraft by
           reason of infringement of a patent covered by Subclause 13.1, the
           Seller will, at its option and expense, either (i) procure for the
           Buyer the right to use such part free of any liability for patent
           infringement or (ii) as soon as possible replace such part with a
           noninfringing substitute otherwise complying with the requirements of
           this Agreement.

13.3       Seller's Obligation

           The Seller's obligation hereunder with respect to any actual or
           alleged infringement is conditioned upon commencement of suit against
           the Buyer for infringement or the Buyer's receipt of a written claim
           alleging infringement, and upon written notice by the Buyer to the
           Seller within *** days after receipt by the Buyer of notice of the
           institution of such suit or receipt of such claim, giving particulars
           thereof. The Seller will have the option but not the obligation at
           any time to conduct negotiations with the party or parties charging
           infringement and may intervene in any suit commenced. Whether or not
           the Seller intervenes in any such suit, it will be entitled at any
           stage of the proceedings to assume, conduct or control the defense
           thereof.

           The Seller's obligation hereunder with respect to any actual or
           alleged infringement is also conditioned upon (i) the Buyer's
           promptly furnishing to the Seller all the data, papers, records and
           other assistance within the control of the Buyer material to the
           resistance of or defense against any such charge or suits for
           infringement, (ii) the Buyer's use of diligent efforts in full
           cooperation with the Seller to reduce royalties, damages, costs and
           expenses involved, (iii) the Seller's prior approval of the Buyer's
           payment, assumption or admission of any liabilities, expenses, costs
           or royalties for which the Seller is asked to respond and (iv) the
           Buyer's not otherwise acting in a manner prejudicial to its or the
           Seller's defense of the action.

13.4       WAIVER

           THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
           LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE 



                                       54
<PAGE>

           EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES,
           RELEASES AND RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES,
           OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND
           RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS
           OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT LIMITATION
           ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING FROM OR
           WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES),
           WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE
           BY ANY AIRCRAFT, ACCESSORY, EQUIPMENT OR PART, OR THE USE OR SALE
           THEREOF, PROVIDED THAT, IN THE EVENT THAT ANY OF THE AFORESAID
           PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE
           INEFFECTIVE, THE REMAINDER OF THIS SUBCLAUSE 13.4 WILL REMAIN IN FULL
           FORCE AND EFFECT. THIS PATENT INDEMNITY WILL NOT BE EXTENDED, ALTERED
           OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE
           BUYER.

UNQUOTE

           In consideration of the assignment and subrogation by AVSA under this
           Clause 13 in favor of Northwest in respect of AVSA's rights against
           and obligations to the Manufacturer under the provisions quoted
           above, Northwest hereby accepts such assignment and subrogation and
           agrees to be bound by all of the terms, conditions and limitations
           therein contained (specifically including, without limitation, the
           waiver, release and renunciation provision).

           THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
           LIABILITIES OF AVSA UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN
           SUBSTITUTION FOR, AND NORTHWEST HEREBY WAIVES, RELEASES AND RENOUNCES
           ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND
           LIABILITIES ON THE PART OF AVSA AND RIGHTS, CLAIMS AND REMEDIES OF
           NORTHWEST AGAINST AVSA, EXPRESS OR IMPLIED, ARISING BY LAW OR
           OTHERWISE (INCLUDING WITHOUT LIMITATION ANY OBLIGATION, LIABILITY,
           RIGHT, CLAIM OR REMEDY ARISING FROM OR WITH RESPECT TO LOSS OF USE OR
           REVENUE OR CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR
           ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY AIRCRAFT, ACCESSORY,
           EQUIPMENT OR PART, OR THE USE OR SALE THEREOF, PROVIDED THAT, IN THE
           EVENT THAT ANY OF THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE
           HELD UNLAWFUL OR OTHERWISE INEFFECTIVE, THE REMAINDER OF THIS CLAUSE
           WILL REMAIN IN FULL FORCE AND EFFECT. THIS PATENT INDEMNITY WILL NOT
           BE EXTENDED, ALTERED OR VARIED EXCEPT BY A



                                       55
<PAGE>

           WRITTEN INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

                                       56
<PAGE>


14 -       TECHNICAL PUBLICATIONS

           Technical publications will be supplied to Northwest pursuant to
           Clause 2 of the A319 Product Support Agreement.


                                       57
<PAGE>



15 -       FIELD ASSISTANCE

           Field services will be provided to Northwest pursuant to Clause 3 of
           the A319 Product Support Agreement.


                                       58
<PAGE>



16 -       TRAINING

           Training and training aids will be provided to Northwest pursuant to
           Clause 4 of the A319 Product Support Agreement.


                                       59
<PAGE>


17 -       VENDORS' PRODUCT SUPPORT

17.1       Vendor Product Support Agreements

17.1.1     AVSA has obtained product support agreements transferable to
           Northwest from Vendors of Seller Furnished Equipment listed in the
           Specification ("Product Support Agreements").

17.1.2     These Product Support Agreements are based on the "World Airlines and
           Suppliers Guide" and include Vendor commitments as contained in the
           Supplier Product Support Agreements with respect to warranties and
           guarantees (copies of which have been provided to Northwest).

17.2       Vendor Compliance

           AVSA will monitor Vendor compliance with support commitments defined
           in the Product Support Agreements and will take remedial action
           together with Northwest if requested by Northwest in writing.

17.3       Vendor Part Repair Stations

17.3.1     The Manufacturer has developed with the Vendors a program aimed at
           building a comprehensive network of repair stations in North America
           for those Vendor Parts originating from outside this territory.

17.3.2     As a result of the above, most Vendor Parts are now repairable in
           North America, and corresponding repair stations are listed in a
           document, the AOG and Repair Guide, which is issued and regularly
           updated by the Manufacturer.

           Vendor Parts that have to be repaired outside North America will be
           sent by Northwest to ***. All such Vendor Parts will be returned to
           Northwest with all applicable FAA tagging.

17.3.3     AVSA will support Northwest in cases where the agreed repair turn
           time of an approved repair station is not met by causing
           free-of-charge loans or exchanges (as specified in the relevant
           Supplier Product Support Agreements manual) to be offered to
           Northwest.


                                       60
<PAGE>



18 -       BUYER FURNISHED EQUIPMENT AND DATA

18.1       Installation and Delivery

18.1.1     Without additional charge, and in accordance with the Specification,
           AVSA will cause the Manufacturer to provide for the installation of
           the Buyer Furnished Equipment.

18.1.2     AVSA will cause the Manufacturer to advise Northwest of the dates by
           which, in the planned release of engineering for an Aircraft, the
           Manufacturer reasonably requires a written detailed description of
           the dimensions and weight of Buyer Furnished Equipment for such
           Aircraft and information necessary for the installation and operation
           thereof, and Northwest will furnish such detailed description and
           information by the dates so specified. Such dimensions and weights
           will not thereafter be revised unless mutually agreed and set forth
           in an SCN.

18.1.3     AVSA will also cause the Manufacturer to furnish in sufficient time
           to Northwest a schedule of dates by and locations to which Buyer
           Furnished Equipment for such Aircraft must be delivered to the
           Manufacturer to permit installation in and delivery of such Aircraft
           in accordance with the delivery schedule referred to in Clause 9.
           Northwest will furnish such equipment to the Manufacturer at such
           locations by such dates. Northwest, at its own expense, will also
           furnish or cause to be present at the works where such Buyer
           Furnished Equipment is to be installed, when reasonably requested by
           the Manufacturer, field service representatives to provide the
           Manufacturer technical advice regarding the installation and
           calibration of Buyer Furnished Equipment.

18.2       Specification and Airworthiness Approvals

           Northwest warrants that all Buyer Furnished Equipment (other than
           Buyer Furnished Equipment manufactured by the Manufacturer) will meet
           the requirements of the Specification, will comply with applicable
           LBA and FAA regulations and will be approved by the LBA and the FAA
           for installation and use on an Aircraft at the time of delivery of
           such Aircraft. AVSA will bear no expense in connection with adjusting
           and calibrating Buyer Furnished Equipment to the extent necessary to
           obtain LBA and FAA approval, unless such work is due to an Aircraft
           Interface Problem, mishandling or excessive use on the part of AVSA
           or the Manufacturer.

18.3       Delay and Nonperformance

           Any delay or failure in complying with the warranty in the foregoing
           Subclause 18.2, in providing the descriptive information and services
           mentioned in Subclause 18.1 hereof, in furnishing the Buyer Furnished
           Equipment or in obtaining any required approval of such equipment
           under the LBA or FAA regulations will be the responsibility of
           Northwest, to the extent that such delay or failure will in turn,

                                       61
<PAGE>

           (i)    delay the performance of any act to be performed by or on 
                  behalf of AVSA or the Manufacturer, or

           (ii)   cause the Final Contract Price of the Aircraft to be increased
                  by the amount of AVSA's additional reasonable and
                  substantiated costs, if any, attributable to such delay or
                  failure by Northwest, including, without limitation, storage,
                  taxes, insurance and costs of out-of-sequence installation,

           and any resulting cost will be borne by Northwest.

           Further, in any such event, AVSA shall give written notice to
           Northwest and, unless Northwest has cured such noncompliance within
           *** Working Days after such notice, AVSA may elect to take any of the
           actions set forth below in Subclauses 18.3.2, 18.3.3 or 18.3.4.

18.3.2     At Northwest's request, AVSA will be entitled to cause the
           Manufacturer to purchase and install the Buyer Furnished Equipment
           involved, in which event the Final Contract Price of the affected
           Aircraft will be increased by the purchase price of such Buyer
           Furnished Equipment plus reasonable costs and expenses incurred by
           the Manufacturer for handling charges, transportation, insurance,
           packaging and, if so required and not already provided for in the
           Final Contract Price of such Aircraft, for adjustment and
           calibration.

18.3.3     If (i) delivery of the Buyer Furnished Equipment is delayed by more
           than *** days after the date specified by the Manufacturer for the
           delivery of such Buyer Furnished Equipment or (ii) the Buyer
           Furnished Equipment required to obtain certification of the Aircraft
           in accordance with Subclause 2.3 hereof is not approved by the LBA or
           the FAA within *** days after the date specified by the Manufacturer
           for the delivery of such Buyer Furnished Equipment, then,
           notwithstanding the terms of Subclause 2.3, AVSA will be entitled to
           deliver the affected Aircraft where it is then located with no
           obligation to install such Buyer Furnished Equipment. Upon such
           delivery AVSA will be relieved of all obligations to install such
           Buyer Furnished Equipment.

18.3.4     If (i) the Buyer Furnished Equipment is delayed by more than *** days
           after the date specified by the Manufacturer for the delivery of such
           Buyer Furnished Equipment or (ii) the Buyer Furnished Equipment is
           not required for certification of the Aircraft and is not approved by
           the LBA or the FAA within *** days after the date specified by the
           Manufacturer for the delivery of such Buyer Furnished Equipment, then
           AVSA will be entitled to deliver the Aircraft with no obligation to
           install such Buyer Furnished Equipment. Northwest may also elect to
           have the Aircraft so delivered, whereupon AVSA will be relieved of
           all obligations to install such Buyer Furnished Equipment.

18.4       Any Buyer Furnished Equipment installed on an Aircraft and
           subsequently removed


                                       62
<PAGE>

           due to the fault of Northwest will be removed at Northwest's expense.

18.5       Tax-Free Zones

           Northwest will cause all Buyer Furnished Equipment to be delivered at
           its own expense to the following address, unless AVSA notifies
           Northwest otherwise in writing.

           For all Buyer Furnished Equipment

                  DAIMLER-BENZ AEROSPACE AIRBUS GmbH
                  Division Hamburger Flugzeugbau
                  Kreetslag 10
                  21129 HAMBURG
                  GERMANY

18.6       Risk of Loss

           Title to and risk of loss of Buyer Furnished Equipment will at all
           times remain with Northwest. When Buyer Furnished Equipment is in the
           possession of AVSA, AVSA will have only such responsibility therefor
           as is chargeable by law to a bailee for hire, but will not be liable
           for loss of use. ***.

18.7       AVSA-Supplied Buyer Furnished Equipment

           If Northwest requests AVSA to cause the Manufacturer to supply
           directly certain items that are considered Buyer Furnished Equipment
           pursuant to the Specification, and if compliance with such request by
           AVSA and the Manufacturer in their judgment will not affect the
           delivery date of an Aircraft referred to in Clause 9, then AVSA will
           order such items subject to the execution of an SCN reflecting the
           effect on price and any other items and conditions of this Agreement.
           In such a case, AVSA will be entitled to the payment of a reasonable
           handling charge and will bear no liability in respect of product
           support commitments assumed by the Vendor of such Buyer Furnished
           Equipment. The provisions of Subclauses 18.2 and 18.3 will apply to
           Buyer Furnished Equipment covered under this Subclause 18.7 except in
           the event of any delay in approval or delivery of such Buyer
           Furnished Equipment attributable to the action of AVSA, the
           Manufacturer or the Associated Contractor.


                                       63
<PAGE>



19 -       ASSIGNMENT

19.1       Successors and Assigns

           Subject to the provisions of this Clause 19, this Agreement shall
           inure to the benefit of and be binding upon the successors and
           assigns of the parties hereto. This Agreement and/or the rights of
           either party hereunder will not be assigned or transferred in any
           manner whatsoever, in whole or in part, by either party without the
           prior written consent of the other party, such consent not to be
           unreasonably withheld by AVSA in the case of any assignment by
           Northwest of its rights hereunder to one or more institutions
           providing financing for the purchase of particular Aircraft by
           Northwest hereunder with respect to such Aircraft and to the extent
           reasonably required to effect such financing, so long as the duties
           and obligations of AVSA hereunder are not changed and Northwest
           remains primarily and directly liable for all obligations of the
           "Buyer" hereunder. Notwithstanding the foregoing, Northwest may
           assign its rights hereunder to any Affiliate of Northwest without the
           prior written consent of AVSA if prior to or concurrently with such
           assignment (x) Northwest executes and delivers to AVSA an instrument
           in writing confirming to AVSA that Northwest remains liable for all
           obligations, liabilities and responsibilities of the "Buyer"
           hereunder and (y) such Affiliate executes and delivers to AVSA an
           instrument in writing confirming to AVSA that such Affiliate assumes
           all obligations, liabilities and responsibilities of the "Buyer"
           hereunder and agrees that it will remain an Affiliate of Northwest so
           long as any Aircraft subject to such assignment remains to be
           delivered hereunder.

           Notwithstanding the definition of Affiliate, for the exclusive
           purpose of this Subclause 19.1, the term "Affiliate" shall include
           any person or entity in connection with joint venture operations
           between Northwest and KLM Royal Dutch Airlines "KLM".

           Notwithstanding anything herein to the contrary, AVSA may at any time
           without Northwest's consent, assign any of its rights to receive
           money and any of its duties to effect the sale and delivery of any
           Aircraft or any of its responsibilities, duties or obligations to
           perform any other obligations hereunder to the Manufacturer, any of
           the Associated Contractor, ASCO or to any Affiliate of the Seller,
           the Manufacturer or any Associated Contractor ***.

19.2       AVSA's Designations

           AVSA may at any time by notice to Northwest designate particular
           facilities or particular personnel of the Manufacturer, ASCO, any of
           the Associated Contractors or any Affiliate of the Manufacturer or
           any Associated Contractor at which or by whom the services to be
           performed under this Agreement will be performed. AVSA may also
           designate the Manufacturer, any Associated Contractor or any
           Affiliate of the Manufacturer or any Associated Contractor as the
           party responsible on behalf of AVSA



                                       64
<PAGE>

           for providing to Northwest all or any of the services described in
           this Agreement. ***.

19.3       Assignment in Case of Resale or Lease

           In the event of the resale or lease of any Aircraft by Northwest
           following delivery thereof to Northwest, and subject to the delivery
           to AVSA of reasonable financial guarantees and protections and other
           terms as AVSA may reasonably require, Northwest's rights with respect
           to such Aircraft solely under Clauses 12, 13 and 17 and this
           Subclause 19.3 of this Agreement, will inure to the benefit of such
           purchaser or lessee, as the case may be. Northwest will furnish to
           AVSA a true copy of such agreement with such purchaser or lessor,
           clearly stating that such purchaser or lessor acknowledges that it is
           bound by and will comply with all applicable terms, conditions and
           limitations of this Agreement. No assignment under this Subclause
           19.3 shall be deemed to increase AVSA's obligations.

                                       65
<PAGE>



20 -       DATA RETRIEVAL

           On AVSA's reasonable request, Northwest will provide AVSA with all
           the necessary data, as customarily compiled by Northwest and
           pertaining to the operation of the Aircraft, to assist AVSA in making
           an efficient and coordinated survey of all reliability, maintenance,
           operational and cost data with a view to improving the safety,
           availability and operational costs of the Aircraft.


                                       66
<PAGE>


  



21 -       TERMINATION FOR CERTAIN EVENTS

21.1       Any of the following will be considered a material breach of
           Northwest's or AVSA's obligations under this Agreement ("Material
           Breach"):

           (1)    AVSA, Northwest or any other party will commence any case,
                  proceeding or other action with respect to AVSA or Northwest
                  in any jurisdiction relating to bankruptcy, insolvency,
                  reorganization or relief from debtors or seeking a
                  reorganization, arrangement, winding-up, liquidation,
                  dissolution or other relief with respect to its debts and such
                  case, proceeding or action is not dismissed within sixty (60)
                  days.

           (2)    An action is commenced seeking the appointment of a receiver,
                  trustee, custodian or other similar official for AVSA or
                  Northwest for all or substantially all of its assets and such
                  action is not stayed or dismissed within sixty (60) days, or
                  AVSA or Northwest makes a general assignment for the benefit
                  of its creditors.

           (3)    An action is commenced against AVSA or Northwest seeking
                  issuance of a warrant of attachment, execution, distraint or
                  similar process against all or any substantial part of its
                  assets and such action is not dismissed within sixty (60)
                  days.

           (4)    AVSA or Northwest is generally unable to pay its debts as they
                  come due.

           (5)    There is a liquidation, winding up or analogous event with
                  respect to Northwest or AVSA.

           (6)    Northwest fails to make any Predelivery Payment required to be
                  made pursuant to this Agreement when such payment comes due or
                  fails to make payment of all or part of the Final Contract
                  Price required to be made pursuant to Subclause 6.3 of this
                  Agreement.

           (7)    Northwest defaults on any payment of principal or interest on
                  any indebtedness or in the payment of any guarantee
                  obligation, to AVSA or any of its Affiliates.

           (8)    Northwest defaults on any payment of any lease obligation to
                  AVSA or any of its Affiliates relating to any Aircraft.

           (9)    Northwest defaults in its obligation to take delivery of an
                  Aircraft, or AVSA defaults in its obligation to deliver an
                  Aircraft as provided in this Agreement.

           (10)   Northwest or AVSA, or any of AVSA's affiliates, defaults in
                  any material respect in the observance or performance of any
                  other material covenant or undertaking contained in this
                  Agreement, and such default continues beyond the applicable
                  grace period (if any).

                                       67
<PAGE>

           (11)   AVSA or any of its Affiliates defaults in any material respect
                  in the observance or performance of any material covenant or
                  undertaking in the A319 Product Support Agreement, and such
                  default continues beyond the applicable grace period (if any).

21.2       In the event of any Material Breach by either party, the other party
           will at its option have the right to resort to any remedy under
           applicable law, including, without limitation, the right by written
           notice, effective immediately, to (i) suspend its performance under
           the Agreement, (ii) in the case of AVSA, reschedule the delivery
           dates for Aircraft or for other goods and services, (iii) terminate
           this Agreement with respect to any or all Aircraft, services, data
           and other items undelivered or unfurnished on the effective date of
           such termination, (iv) in the case of AVSA, retain, as part of the
           damages for breach and not as a penalty, an amount equal to all
           Predelivery Payments and all other payments made theretofore under
           this Agreement, and ***.


                                       68
<PAGE>

22 -       MISCELLANEOUS PROVISIONS

22.1       Notices

           All notices and requests required or authorized hereunder will be
           given in writing either by personal delivery to a responsible officer
           of the party to whom the same is given or by commercial courier,
           certified air mail (return receipt requested), facsimile or other
           electronic transmission at the addresses and numbers set forth below.
           The date upon which any such notice or request is so personally
           delivered, or if such notice or request is given by commercial
           courier, certified air mail, facsimile or other electronic
           transmission, the date upon which sent, will be deemed to be the
           effective date of such notice or request.

           AVSA will be addressed at:

           2, rond-point Maurice Bellonte
           31700 BLAGNAC  FRANCE
           Attention:  Director - Contracts
           Telephone:      33 561 30 40 12
           Facsimile:      33 561 30 40 11

           Northwest will be addressed at:

           Northwest Airlines, Inc.
           5101 Northwest Drive
           St. Paul, MN  55111

           Courier:

           Northwest Airlines, Inc.
           2700 Lone Oak Parkway
           Eagan, MN  55121
           Telephone:  (612) 727-4882
           Facsimile:   (612) 726-0665

           From time to time, the party receiving the notice or request may
           designate another address or another person.

22.2       Waiver

           The failure of either party to enforce at any time any of the
           provisions of this Agreement, to exercise any right herein provided
           or to require at any time performance by the other party of any of
           the provisions hereof will in no way be construed to be a 



                                       69
<PAGE>

           present or future waiver of such provisions nor in any way to affect
           the validity of this Agreement or any part hereof or the right of the
           other party thereafter to enforce each and every such provision. The
           express waiver by either party of any provision, condition or
           requirement of this Agreement will not constitute a waiver of any
           future obligation to comply with such provision, condition or
           requirement.

22.3       INTERPRETATION AND LAW

           THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND THE
           PERFORMANCE THEREOF WILL BE DETERMINED IN ACCORDANCE WITH
           THE LAWS OF THE STATE OF NEW YORK.

           THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON
           CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS
           TRANSACTION.

22.4       Confidentiality

           Subject to any legal or governmental requirements of disclosure, the
           parties (which for this purpose will include their employees, agents
           and advisors) will maintain the terms and conditions of this
           Agreement and any reports or other data furnished hereunder strictly
           confidential. Without limiting the generality of the foregoing,
           Northwest will use reasonable efforts to limit the disclosure of the
           contents of this Agreement to the extent legally permissible in any
           filing required to be made by Northwest with any governmental agency
           and will make such applications as will be necessary to implement the
           foregoing. AVSA agrees to provide to Northwest, no less than fifteen
           (15) Working Days prior to the date by which Northwest is required to
           make any such filing, provided however that Northwest shall have
           given AVSA a minimum of thirty (30) days notice, a redacted version
           of this Agreement. Northwest agrees to use such redacted version for
           filing of this Agreement with the Securities and Exchange Commission,
           and Northwest's filing will include a request for confidential
           treatment of this Agreement. Northwest and AVSA will consult with
           each other prior to the making of any public disclosure or filing,
           permitted hereunder, of this Agreement or the terms and conditions
           thereof. The provisions of this Subclause 22.4 will survive any
           termination of this Agreement.

22.5       Severability

           In the event that any provision of this Agreement should for any
           reason be held to be without effect, the remainder of this Agreement
           will remain in full force and effect. To the extent permitted by
           applicable law, each party hereto hereby waives any provision



                                       70
<PAGE>

           of law which renders any provision of this Agreement prohibited or
           unenforceable in any respect.

22.6       Alterations to Contract

           This Agreement, including its Exhibits, Appendixes and Letter
           Agreements, contains the entire agreement between the parties with
           respect to the subject matter hereof and thereof and supersedes any
           previous understanding, commitments or representations whatsoever,
           whether oral or written (including, without limitation, that certain
           Airbus A319 Memorandum of Understanding dated June 10, 1997
           (Reference AVSA 5192.10, between AVSA and Northwest). This Agreement
           will not be varied except by an instrument in writing of even date
           herewith or subsequent hereto executed by both parties or by their
           fully authorized representatives.

22.7       Inconsistencies

           In the event of any inconsistency between the terms of this Agreement
           and the terms contained in either (i) the Specification, or (ii) any
           other Exhibit or Letter Agreement attached to this Agreement, in each
           such case the terms of such Specification, Exhibit or Letter
           Agreement will prevail over the terms of this Agreement. For the
           purpose of this Subclause 22.7, the term Agreement will not include
           the Specification or any other Exhibit or Letter Agreement hereto.

22.8       Language

           All correspondence, documents and any other written matters in
           connection with this Agreement will be in English.

22.9       Headings

           All headings in this Agreement are for convenience of reference only
           and do not constitute a part of this Agreement.

22.10      Counterparts

           This Agreement may be executed by the parties hereto in separate
           counterparts, each of which when so executed and delivered will be an
           original, but all such counterparts will together constitute but one
           and the same instrument.

22.11      Opinion of Counsel

           Northwest will, concurrently with the execution of this Agreement,
           deliver to AVSA an opinion of counsel for Northwest reasonably
           satisfactory to AVSA and dated as of such 



                                       71
<PAGE>

           date to the effect that (i) the execution, delivery and performance
           of this Agreement and the A319 Product Support Agreement are within
           the corporate power of Northwest, and (ii) this Agreement and the
           A319 Product Support Agreement have been duly executed and delivered
           by and constitute legal, valid and binding obligations of Northwest
           enforceable in accordance with their terms.


                                       72
<PAGE>




IN WITNESS WHEREOF, these presents were entered into as of the day and year
first above written.


AVSA, S.A.R.L.


By:
----------------------------
Title:


NORTHWEST AIRLINES, INC.


By:
----------------------------
Title:


                                       73
<PAGE>

                                                                       EXHIBIT A
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The A319 Standard Specification is contained in a separate folder.


<PAGE>




                                                                       EXHIBIT B
                                                                       ---------



RFC                  DESCRIPTION OF CUSTOMER OPTIONS

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                                       2
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                                                                       EXHIBIT B
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RFC                  DESCRIPTION OF CUSTOMER OPTION
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                                       3
<PAGE>


                                                                      EXHIBIT  B
                                                                      -------  -



RFC                  DESCRIPTION OF CUSTOMER OPTION
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                                       4
<PAGE>



                                                                       EXHIBIT C
                                                                       ---------


                                    SCN FORM
                                    --------


<PAGE>



                                                                       EXHIBIT D
                                                                       ---------


                         AIRFRAME PRICE REVISION FORMULA


l.       BASE PRICE

         The Base Price of the Airframe, and Nacelles and Thrust Reversers, is
         as quoted in Paragraph 4 of this Agreement.

2.       BASE PERIOD

         The above Base Prices have been established in accordance with the
         averaged economic conditions prevailing in December 1996/January
         1997/February 1997 and corresponding to theoretical delivery conditions
         prevailing in January 1998, as defined by ECIb and ICb forecast index
         values indicated in Paragraph 4 of this Exhibit D.

         The Base Price is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Exhibit D.

         ECIb and ICb index values indicated in Paragraph 4 of this Exhibit D
         will not be subject to any revision of these indexes after execution of
         the definitive documentation.

3.       REFERENCE INDEXES

         Labor Index: "Aircraft Manufacturing," Standard Industrial
         Classification 3721 (hereinafter referred to as "ECI-SIC-3721W"),
         published quarterly by the US Department of Labor, Bureau of Labor
         Statistics, in "News" (Table 6: WAGES AND SALARIES: Employment Cost
         Index for wages and salaries only, private industry workers, by
         industry and occupational group"). (Base month and year June 1989 =
         100.)

         Material Index: "Industrial Commodities" (hereinafter referred to as
         "IC-Index"), published monthly by the US Department of Labor, Bureau of
         Labor Statistics, in "PPI Detailed Report" (Table 6: Producer price
         indexes and percentage change for commodity groupings and individual
         items, not seasonally adjusted). (Base year 1982 = 100.)



<PAGE>


4.       REVISION FORMULA

         Pn       =        (Pb + F) (0.75 ECIn/ECIb + 0.25 ICn/ICb)

         Where

        Pn     = Revised Base Price of the Airframe at delivery of the Aircraft.

        Pb     = Base Price of the Airframe (including Nacelles and Thrust
                 Reversers, if applicable) at economic conditions December
                 1996/January 1997/February 1997 averaged (January 1998 delivery
                 conditions).

        F      = (0.005 x N x Pb) Where N = The calendar year of delivery of the
                 Aircraft minus 1998.

        ECIn   = The arithmetic average of the latest published values available
                 at the date of A319 Aircraft delivery for ECI-SIC-3721W for the
                 11th, 12th and 13th months prior to the month of delivery of 
                 the Aircraft (1 decimal), where the quarterly value for the
                 third month of a quarter (March, June, September and December)
                 will be deemed to apply for the two preceding months.

        ECIb   = ECI-SIC-3721W for December 1996/January 1997/February 1997
                 averaged (= 131.6).

        ICn    = The arithmetic average of the latest published values available
                 at the date of A319 Aircraft delivery for the IC-Index for the
                 11th, 12th and 13th months prior to the month of delivery of
                 the Aircraft (l decimal).

        ICb    = IC-Index for December 1996/January 1997/February 1997 averaged
                 (= 126.4).

        In determining the Revised Base Price at delivery of the Aircraft, each
        quotient shall be calculated to the nearest ten thousandth (4
        decimals). If the next succeeding place is five (5) or more, the
        preceding decimal place shall be raised to the next higher figure. The
        final factor shall be rounded to the nearest ten thousandth (4
        decimals).

        After final computation, Pn shall be rounded to the next whole number
        (0.5 or more rounded to l).



                                       2
<PAGE>


5.       GENERAL PROVISIONS

5.1      Substitution of Indexes

         In the event that:

        (i)  the US Department of Labor substantially revises the methodology of
              calculation of any of the indexes referred to hereinabove, or

        (ii)  the US Department of Labor discontinues, either temporarily or
              permanently, any of the indexes referred to hereinabove, or

        (iii) the data samples used to calculate any of the indexes referred to
              hereinabove are substantially changed,

         the most nearly comparable index published by a recognized financial
         institution, financial publication or university shall be used as a
         substitute index.

         Such substitute index will reflect as closely as possible the actual
         variations of the wages or of the material costs, as the case may be,
         used in the calculation of the original index.

         As a result of this selection of a substitute index, the price revision
         formula will be adjusted for the successive utilization of the original
         index and of the substitute index.

5.2      Final Index Values

         The Revised Base Price at the date of Aircraft delivery will be final
         and will not be subject to further adjustments of any kind and for any
         reason to the applicable indexes as published at the date of Aircraft
         delivery.


                                       3
<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                       POWERPLANTS PRICE REVISION FORMULA

l.       REFERENCE PRICE

The Reference Price of a set of two (2) CFM International CFM 56-5A4 engines and
additional equipment is as quoted in Subclause 4.1.2.1(i) of this Agreement.

This Reference Price is subject to adjustment for changes in economic conditions
as measured by data obtained from the US Department of Labor, Bureau of Labor
Statistics, and in accordance with the provisions of Paragraphs 4 and 5 of this
Exhibit E.

2.       REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

The above Reference Price has been established in accordance with the economic
conditions prevailing in September 1990 (March 1991 theoretical delivery
conditions), as defined, according to CFM International, by the Reference
Composite Price Index of 126.54.

3.       REFERENCE INDEXES

Labor Index: "Aircraft Engines and Engine Parts," Standard Industrial
Classification 3724--Average hourly earnings (hereinafter referred to as "HE SIC
3724"), published by the US Department of Labor, Bureau of Labor Statistics, in
"Employment and Earnings," Establishment Data: Hours and Earnings (Table B-15:
Average hours and earnings of production or nonsupervisory workers on private
nonfarm payrolls by detailed industry).

Material Index (I): "Industrial Commodities" (hereinafter referred to as
"IC-Index"), published by the US Department of Labor, Bureau of Labor
Statistics, in "PPI Detailed Report" (Table 6: Producer price indexes and
percentage change for commodity groupings and individual items, not seasonally
adjusted). (Base year 1982 = 100.)

Material Index (II): "Metals and Metal Products" Code l0 (hereinafter referred
to as "MMP-Index"), published by the US Department of Labor, Bureau of Labor
Statistics, in "PPI Detailed Report" (Table 6: Producer price indexes and
percentage change for commodity groupings and individual items, not seasonally
adjusted). (Base year 1982 = 100.)

Energy Index: "Fuels and Related Products and Power" Code 5 (hereinafter
referred to as "EP-Index"), published by the US Department of Labor, Bureau of
Labor n "PPI Detailed Report" (Table 6: Producer price indexes and percentage
change for commodity groupings and individual items, not seasonally adjusted).
(Base year 1982 = 100.)


<PAGE>

4.       REVISION FORMULA

         Pn   =   Pb x CPIn
                       -----
                      126.54

Where

        Pn     = Revised Reference Price of a set of two (2) engines at delivery
                 of the A319 Aircraft.

        Pb     = Reference Price as defined above.

        CPIn   = Composite Price Index for the sixth month prior to the month of
                 delivery of the A319 Aircraft.

               Said Composite Price Index is composed as follows:

        CPIn   = 0.55 (HEn x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn 
                       ---
                      (11.16)

Where

         HEn   = HE SIC 3724 for the sixth month prior to the month of delivery
                 of the A319 Aircraft; the quotient HEn/11.16 is rounded to the
                 nearest third decimal place. The product by 0.55 is rounded to
                 the nearest second decimal place.

         ICn   = IC-Index for the sixth month prior to the month of delivery of
                 the A319 Aircraft.

         MMPn  = MMP-Index for the sixth month prior to the month of delivery of
                 the A319 Aircraft. The product by 0.25 is rounded to the 
                 nearest second decimal place.

         EPn   = EP-Index for the sixth month prior to the month of delivery of
                 the A319 Aircraft.
  
         The Composite Price Index shall be determined to the second decimal
         place. If the next succeeding decimal place is five (5) or more, the
         preceding decimal figure shall be raised to the next higher figure.

         The final factor shall be rounded to the nearest thousandth (3
         decimals).

                                       2
<PAGE>

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the A319 Aircraft shall be
         the final price and will not be subject to further adjustments in the
         indexes.

5.2      If no final index value is available for any of the applicable months,
         the published preliminary figures will be the basis on which the
         Revised Reference Price will be computed.

5.3      If the US Department of Labor substantially revises the methodology of
         calculation of the indexes referred to in this Exhibit E or
         discontinues any of these indexes, AVSA shall, in agreement with CFM
         International, apply a substitute for the revised or discontinued
         index, such substitute index to lead in application to the same
         adjustment result, insofar as possible, as would have been achieved by
         continuing the use of the original index as it may have fluctuated had
         it not been revised or discontinued.

         Appropriate revision of the formula shall be made to accomplish this 
         result.

5.4      Should the above escalation provisions become null and void by action
         of the US Government, the Reference Price shall be adjusted to reflect
         increases in the cost of labor, material and fuel which have occurred
         from the period represented by the applicable Reference Price Indexes
         to the sixth month prior to the scheduled delivery of the A319
         Aircraft.

5.5      The Revised Reference Price at delivery of the A319 Aircraft in no
         event shall be less than the Reference Price defined in Paragraph 1 of
         this Exhibit E.

                                       3
<PAGE>



                                                                       EXHIBIT F
                                                                       ---------


                            CERTIFICATE OF ACCEPTANCE


In accordance with the terms of that certain Airbus A319 Purchase Agreement 
(the "Purchase Agreement") dated as of September 19, 1997 between AVSA, 
S.A.R.L. ("AVSA") and NORTHWEST AIRLINES, INC. ("NWA"), the acceptance 
inspection relating to the AIRBUS A319 aircraft (the "Aircraft"), 
manufacturer's serial no.    , FAA Registration No.    , with two (2) 
CFM56-5A4 series propulsion systems installed thereon, serial nos.    
(position #1) and    (position #2) has taken place at Hamburg, Germany, on 
the      day of      ,   .

In view of said inspection having been carried out with satisfactory results,
NWA hereby accepts delivery of the Aircraft as being in conformity with the
provisions of the Purchase Agreement.

This acceptance shall not impair the rights of NWA that derive from the
warranties relating to the Aircraft set forth in the Purchase Agreement.

NWA specifically recognizes that it has waived any right it may have at law or
otherwise to revoke this acceptance of the Aircraft.

                         RECEIPT AND ACCEPTANCE OF THE
                         ABOVE-DESCRIBED AIRCRAFT
                         ACKNOWLEDGED


                         NORTHWEST AIRLINES, INC.



                         By:
                            ---------------------------------

                         Title:
                               ------------------------------




<PAGE>



                                                                       EXHIBIT G
                                                                       ---------


                           SELLER SERVICE LIFE POLICY


1.            The Items covered by the Service Life Policy pursuant to Subclause
              12.2 are those Seller Items of primary and auxiliary structure
              described hereunder.

2.            WINGS - CENTER AND OUTER WING BOX

2.1           Spars

2.2           Ribs Inside the Wing Box

2.3           Upper and Lower Panels of the Wing Box

2.4           Fittings

2.4.1         Attachment fittings for the flap structure

2.4.2         Attachment fittings for the engine pylons

2.4.3         Attachment fittings for the main landing gear

2.4.4         Attachment fittings for the center wing box

2.5           Auxiliary Support Structure

2.5.1         For the slats:

2.5.1.1       Ribs supporting the track rollers on wing box structure

2.5.1.2       Ribs supporting the actuators on wing box structure

2.5.2         For the ailerons:

2.5.2.1       Hinge brackets and ribs on wing box rear spar or shroud box

2.5.2.2       Actuator fittings on wing box rear spar or shroud box


2.5.3         For airbrakes, spoilers, lift dumpers:

                                       
<PAGE>

 


2.5.3.1       Hinge brackets and ribs on wing box rear spar or shroud box

2.5.3.2       Actuator fittings on wing box rear spar or shroud box

3.            FUSELAGE

3.1           Fuselage Structure

3.1.1         Fore and aft bulkheads

3.1.2         Pressurized floors and bulkheads surrounding the main and nose 
              gear wheel well and centre wing box

3.1.3         Skins with doublers, stringers and frames from the forward
              pressure bulkheads to the frame supporting the rear attachment of
              horizontal stabilizer

3.1.4         Window and windscreen attachment structure but excluding
              transparencies

3.1.5         Passenger and cargo doors internal structure

3.1.6         Sills excluding scuff plates and upper beams surrounding passenger
              and cargo door apertures

3.1.7         Cockpit floor structure and passenger cabin floor beams excluding
              floor panels and seat rails

3.1.8         Keel beam structure

3.2           Fittings

3.2.1         Landing gear attachment fittings

3.2.2         Support structure and attachment fittings for the vertical and 
              horizontal stabilizers

                                       2
<PAGE>


 



4.            STABILIZERS

4.1           Horizontal Stabilizer Main Structural Box

4.1.1         Spars

4.1.2         Ribs

4.1.3         Upper and lower skins and stringers

4.1.4         Attachment fittings to fuselage and trim screw actuator

4.1.5         Elevator support structure

4.1.5.1       Hinge bracket

4.1.5.2       Servocontrol attachment brackets

4.2           Vertical Stabilizer Main Structural Box

4.2.1         Spars

4.2.2         Ribs

4.2.3         Skins and stringers

4.2.4         Attachment fittings to fuselage

4.2.5         Rudder support structure

4.2.5.1       Hinge brackets

4.2.5.2       Servocontrol attachment brackets

5.            Bearing and roller assemblies, bearing surfaces, bushings, bolts,
              rivets, access and inspection doors, including manhole doors,
              latching mechanisms, all system components, commercial interior
              parts, insulation and related installation and connecting devices
              are excluded from this Seller Service Life Policy.


                                       3
<PAGE>



                             LETTER AGREEMENT NO. 1


                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  PURCHASE INCENTIVES

Dear Ladies and Gentlemen:

              Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L.
("AVSA"), have entered into an Airbus A319-100 Purchase Agreement, dated as of
even date herewith (the "Agreement"), which covers, among other things, the sale
by AVSA and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 1 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

              Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.            CREDIT MEMORANDA

1.1           AVSA will provide to Northwest upon delivery of each A319 Aircraft
              the credit memoranda listed below in Subparagraphs 1.1(i) to
              1.1(viii), inclusive. Hereinafter, the *** are collectively
              referred to as the "AVSA Credit Memoranda."

         (i)    ***

         (ii)   ***
         (iii)  ***

         (iv)   ***

         (v)    ***

         (vi)   ***


<PAGE>

         (vii)  ***

         (viii) ***

1.2      The AVSA Credit Memoranda have been established in accordance with
         January 1998 delivery conditions (dollars) and will be revised to the
         actual delivery date of each Aircraft in accordance with the Airframe
         Price Revision Formula set forth in Exhibit D to the Agreement.

1.3      Except as otherwise provided in Paragraph 2 of this Letter Agreement,
         the AVSA Credit Memoranda will, in each case and at Northwest's option,
         be

         (i)  applied by AVSA against the Final Contract Price of each 
              Aircraft ***, the AVSA Credit Memoranda (excluding any portion 
              thereof applied pursuant to Subparagraph 1.3 (ii) of this 
              Letter Agreement) will be deemed to be applied to the Final 
              Contract Price of such Aircraft),

        (ii)  used by Northwest for the purposes specified ***.

        (iii) used by Northwest for the purchase of goods and services from 
              AVSA or any of its Affiliates.

2.       FLIGHT TRAINING SUPPORT

2.1      ***

2.2      Additional Flight Training Arrangements

2.2.1    Northwest or its Affiliate may purchase from AVSA or its Affiliates
         additional flight training equipment and data package upgrades. A list
         of such training equipment and services and associated prices is
         included in Appendix 1 hereto.

2.2.2    In the event Northwest or its Affiliate order such flight training
         equipment or data package upgrades from AVSA or its Affiliates, AVSA
         agrees to the following payment by Northwest for such flight training
         equipment and data package upgrades, up to a total value of ***:


         *** in flight training equipment and data package upgrade value, in 
             accordance with Appendix 1 hereto, Northwest will

         (i) pay to AVSA or its Affiliates ***, and, in addition,

                                       2
<PAGE>

         (ii)     provide AVSA or its Affiliates or cause to be provided ***.

2.2.3    ***

2.2.4    ***

2.3      Training Service Agreement

         AVSA or its Affiliates and Northwest or its Affiliate will enter into a
         separate training agreement covering the different training services
         that Northwest or its Affiliate could provide to AVSA, the
         Manufacturer, or any of their Affiliates. Under such agreement, neither
         AVSA, nor the Manufacturer, nor any of their Affiliates will be liable
         for any training provided to their customers by Northwest or its
         Affiliate, and Northwest and AVSA, or their respective Affiliates, will
         agree on appropriate provisions prior to execution of such training
         agreement.

         ***

3.       ***

3.1      AVSA will provide, or cause to be provided, ***.

3.2      AVSA will arrange for the delivery of the ***.

4.       CERTAIN AIRCRAFT EQUIPMENT SUPPORT

4.1      ***

         AVSA will provide, ***.

4.2      ***

         Should Northwest elect to install ***.

5.       JOINT PROMOTION

5.1      For the promotion of the Aircraft in Northwest's fleet, AVSA will
         provide to Northwest ***.

5.2      ***

6.       ASSIGNMENT

                                       3
<PAGE>

         Notwithstanding any other provision of this Letter Agreement or of 
         the Agreement, this Letter Agreement and the rights and obligations 
         of Northwest hereunder will not be assigned or transferred in any 
         manner without the prior written consent of AVSA, and any attempted 
         assignment or transfer in contravention of the provisions of this 
         Paragraph 6 will be void and of no force or effect.

                                       4
<PAGE>



         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                           Very truly yours,

                                           AVSA, S.A.R.L.


                                           By:
                                              ---------------------------


                                           Its:
                                               --------------------------


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:
   -------------------------

Its: 
   -------------------------

                                       5
<PAGE>


                                                                      APPENDIX 1
                                                                      ----------

                 FLIGHT TRAINING EQUIPMENT / DATA PACKGE PRICES

The amounts in this table are quoted in US dollars in January 1997 delivery
conditions and will be multiplied by a factor of *** to provide for a price
revision from January 1997 to January 1998. Thereafter, the amounts will be
revised annually in January in accordance with the Airframe Price Revision
Formula.

<TABLE>
<CAPTION>
                                                                                                Total Amount
-------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>
1A) Upgrade / Update of Northwest's three (3) existing A320 data *** package
licenses (not including the A319 version, CFM only engines simulated)
         --------------
-------------------------------------------------------------------------------------------------------------
1B)      Upgrade / Update of Northwest's three (3) existing A320 data                           ***
package licenses
(not including the A319 version, CFM and IAE engines simulated)
 -------------                       ---
(i)      for the first upgrade
(ii)     for the second upgrade
(iii)    for the third upgrade
-------------------------------------------------------------------------------------------------------------
1C)      Upgrade / Update of Northwest's three (3) existing A320 data                           ***
package licenses
(including the A319 version, CFM and IAE engines simulated)
----------                       ---
(i)      for the first upgrade
(ii)     for the second upgrade
(iii)    for the third upgrade
-------------------------------------------------------------------------------------------------------------
2) Supply of one (1) new A320 customized data package, covering *** CFM engines
only, applicable to FTD level 7 or additional Northwest full-flight simulators
(price per unit)
-------------------------------------------------------------------------------------------------------------
***                                                                                             ***
-------------------------------------------------------------------------------------------------------------
***                                                                                             ***
-------------------------------------------------------------------------------------------------------------
***                                                                                             ***
-------------------------------------------------------------------------------------------------------------
***                                                                                             ***
-------------------------------------------------------------------------------------------------------------
</TABLE>


                                       6
<PAGE>



                             LETTER AGREEMENT NO. 2


                                                        As of September 19, 1997

Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:      OPTION AIRCRAFT AND ORDER FLEXIBILITY

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 2 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       ADDITIONAL DEFINITIONS

         For the purpose of this Letter Agreement only, the term "Available
         Delivery Position(s)" in the singular or plural shall mean any delivery
         positions ***, it being understood that such Available Delivery
         Positions will be subject to *** Available Delivery Positions pursuant
         to the provisions of this Letter Agreement.

         Notwithstanding the foregoing, all Option Aircraft delivery dates
         pursuant to Subparagraph 2.5, and all Roll-Over Option Aircraft
         Delivery Dates, shall ***.

2.       OPTION AIRCRAFT

2.1      Option to Firmly Order

<PAGE>




         Northwest shall have the right to firmly order up to one hundred (100)
         additional Airbus single-aisle aircraft together with all components,
         equipment, parts and accessories installed in or on such aircraft and
         the propulsion systems installed thereon upon delivery in accordance
         with this Paragraph 2.

2.2      Option Aircraft Type

2.2.1    Option Aircraft are designated either an Airbus Industrie A319-100
         model aircraft (the "A319 Option Aircraft") or an Airbus Industrie
         A320-200 model aircraft (the "A320 Option Aircraft") in accordance with
         Subparagraph 2.5 below.

2.2.2    The airframe specification of the A319 Option Aircraft shall be as set
         forth in Subclause 2.2 of the Agreement and the powerplants shall be
         those defined in Clause 1 of the Agreement as Propulsion Systems.

2.2.3    The airframe specification of the A320 Option Aircraft shall be as set
         forth in Subparagraph 2.7.1 herein and the powerplants shall be those
         defined in Subparagraph 2.7.2 herein.

2.3      Option Exercise

         The option to firmly order an Option Aircraft shall be exercised by
         Northwest's written notice to AVSA given no later than *** months prior
         to the scheduled month of delivery of such Option Aircraft in
         accordance with the Option Aircraft Delivery Schedule set out in
         Subparagraph 2.5 below ( the "Option Exercise"). Each Option Exercise
         shall only become effective upon AVSA's receipt from Northwest of the
         payments referenced in Subparagraph 2.4 below.

2.4      Option Fee and Predelivery Payment

2.4.1    Upon each Option Exercise, Northwest will pay to AVSA a nonrefundable
         option fee of US$ *** per Option Aircraft for which Northwest has
         exercised its option to firmly order such Option Aircraft (the "Option
         Fee"). ***.

2.4.2    ***

2.4.3    In the event that Northwest fails to (i) invoke an Option Exercise in
         accordance with the provisions of Subparagraph 2.3 above and (ii) pay
         to AVSA the corresponding Option Fee and (iii) ***, Northwest's right
         to purchase such Option Aircraft shall expire, and AVSA will have no
         further obligation under this Letter Agreement or the Agreement with
         respect to such Option Aircraft.

2.5      Delivery

                                       2
<PAGE>

         The Option Aircraft for which Northwest has effected an Option Exercise
         will be delivered in Hamburg, Germany (in the case of A319 Option
         Aircraft) or Toulouse, France (in the case of A320 Option Aircraft)
         according to the following schedule (the "Option Aircraft Delivery
         Schedule"):
<TABLE>
<CAPTION>

   Option Aircraft         Month/Year of Delivery                 Option Aircraft       Month/Year of Delivery
   ---------------         ----------------------                 ---------------       ----------------------
       No./Type                                                      No./Type
       --------                                                      --------
<S>                      <C>                                 <C>                    <C>
       1 / ***           January 2000                                26 / ***         ***
       2 / ***           ***                                         27 / ***         ***
       3 / ***           ***                                         28 / ***         ***
       4 / ***           ***                                         29 / ***         ***
       5 / ***           ***                                         30 / ***         ***
       6 / ***           ***                                         31 / ***         ***
       7 / ***           ***                                         32 / ***         ***
       8 / ***           ***                                         33 / ***         ***
       9 / ***           ***                                         34 / ***         ***
       10 / ***          ***                                         35 / ***         ***
       11 / ***          ***                                         36 / ***         ***
       12 / ***          ***                                         37 / ***         ***
       13 / ***          ***                                         38 / ***         ***
       14 / ***          ***                                         39 / ***         ***
       15 / ***          ***                                         40 / ***         ***
       16 / ***          ***                                         41 / ***         ***
       17 / ***          ***                                         42 / ***         ***
       18 / ***          ***                                         43 / ***         ***
       19 / ***          ***                                         44 / ***         ***
       20 / ***          ***                                         45 / ***         ***
       21 / ***          ***                                         46 / ***         ***
       22 / ***          ***                                         47 / ***         ***
       23 / ***          ***                                         48 / ***         ***
       24 / ***          ***                                         49 / ***         ***
       25 / ***          ***                                         50 / ***         ***
</TABLE>

                                       3
<PAGE>


2.6      Roll-Over Options

2.6.1    Upon each Option Exercise with respect to an A319 Option Aircraft, AVSA
         shall grant Northwest the option to purchase an additional Airbus
         Industrie A319-100 model aircraft (the "A319 Roll-Over Option
         Aircraft"). Further, upon each Option Exercise with respect to an A320
         Option Aircraft, AVSA shall grant Northwest the option to purchase an
         additional Airbus Industrie A320-200 model aircraft (the "A320
         Roll-Over Option Aircraft"). The terms and conditions of this Letter
         Agreement with respect to the A319 Option Aircraft shall apply to the
         A319 Roll-Over Option Aircraft, and the terms and conditions of this
         Letter Agreement with respect to A320 Option Aircraft shall apply to
         the A320 Roll-Over Option Aircraft, unless otherwise specified herein,
         including, but not limited to, the provisions of Subparagraphs 2.3 and
         2.4 above. For the purposes of this Letter Agreement, the terms A319
         Roll-Over Option Aircraft and A320 Roll-Over Option Aircraft are
         collectively referred to as the "Roll-Over Option Aircraft."

2.6.2    Upon each Option Exercise, AVSA shall notify Northwest in writing of
         the delivery date for the Roll-Over Option Aircraft (the "Roll-Over
         Option Aircraft Delivery Date"). The Roll-Over Option Aircraft Delivery
         Date shall be added to the end of the then-existing Option Aircraft
         Delivery Schedule (but in no event will ***, unless otherwise agreed
         between AVSA and Northwest), and shall be deemed to amend the Option
         Aircraft Delivery Schedule. AVSA shall undertake ***.

2.7      A320 Option Aircraft Matters

         The term "A320 Aircraft" shall be defined as any and all of the A320
         Option Aircraft, the A320 Roll-Over Option Aircraft, and any A320
         Aircraft converted from an A319 Aircraft under the terms of this Letter
         Agreement.

2.7.1    Airframe Configuration

         The A320 Aircraft will be manufactured in accordance with the A320-200
         Standard Specification, Document No. D.000.02000, Issue 4, dated March
         30, 1995. A copy of such A320-200 Standard Specification is annexed
         hereto as Appendix 1 to this Letter Agreement. Such A320-200 Standard
         Specification will be amended by the SCNs set forth in Appendix 2
         hereto.

2.7.2    Powerplants

         The A320 Aircraft will be delivered with two (2) CFM56-5A1 Powerplants
         each composed of the powerplant (as such term is defined in Chapters
         70-80 of ATA Specification 100 (Revision 22), but limited to the
         equipment, components, parts and accessories included in the
         powerplant, as so defined), that have been sold to the Manufacturer by
         CFMI International, and a nacelle and thrust reverser for each such

                                       4
<PAGE>

         powerplant (the "A320 Propulsion System").

2.7.3    A320 Aircraft Price

         The base prices and purchase incentives for the A320 Aircraft shall be
         as set forth in Appendix 3 to this Letter Agreement.

3.       APPLICABILITY OF PURCHASE AGREEMENT PROVISIONS

3.1      When firmly ordered, each A319 Option Aircraft and each A319 Roll-Over
         Option Aircraft (and each A319 Aircraft converted from an A320 Option
         Aircraft or from an A320 Roll-Over Option Aircraft) shall be an
         Aircraft for the purposes of the provisions of Clauses 1 through 22 of
         the Agreement and the provisions of Letter Agreements Nos. 1 (re:
         Purchase Incentives), 3 (re: Predelivery Payments), 4 (re: Aircraft
         Customization), 5 ***, 6 (re: A319-100 Guarantees), and 11 (re:
         Miscellaneous Matters) to the Agreement, except as provided for in
         Subparagraph 3.2 hereof. ***.

3.2      It is understood that with respect to A319 Aircraft, the Powerplant
         prices cited in Subclause 4.1 of the Agreement and the price revision
         formula referred to in Subclause 5.2 of the Agreement concerning the
         Powerplants and related equipment have been confirmed by CFM
         International for A319 Aircraft with deliveries on or prior to ***.
         Thereafter, such prices and price revision formula remain subject to
         modifications that might be communicated by the Powerplant manufacturer
         to AVSA, the Manufacturer and/or Northwest.

3.3      When firmly ordered, each A320 Aircraft shall be an Aircraft for the
         purposes of the applicable provisions of Clauses 1 through 22 of the
         Agreement, and the provisions of Letter Agreements Nos. 3 (re:
         Predelivery Payments), 4 (re: Aircraft Customization), and 11 (re:
         Miscellaneous Matters) to the Agreement shall apply to the A320
         Aircraft.
         ***.

4.       FLEXIBILITY RIGHTS

4.1      Flexibility Rights and Applicability

         In addition to its offer for Option Aircraft and Roll-Over Option
         Aircraft, AVSA grants Northwest the following flexibility rights
         (individually and collectively referred to as "Flexibility Right(s)":

         (i)      "Conversion Right":  Northwest shall have the right to convert

                  (a)      *** Firm Aircraft scheduled for delivery commencing 
                           with ***, and

                  (b)      *** Option Aircraft that has been converted to an 
                           Aircraft pursuant to 



                                       5
<PAGE>

                           Paragraph 2 herein,

                  into Airbus A319 type aircraft, Airbus A320 type aircraft or
                  Airbus A321 type aircraft (the "Converted Aircraft") under the
                  terms and conditions of this Letter Agreement.

         (ii)     ***

         (iii)    ***

         (iv)     ***

4.2      Irrevocable Exercise of Flexibility Rights

         No Aircraft may be the subject of a successful exercise of a Conversion
         Right, *** more than once.

4.3      Flexibility Leadtimes

4.3.1    Northwest may notify AVSA of its exercise of one of the Flexibility
         Rights by written notice (the "Request Notice") delivered to AVSA on or
         prior to the first day of the month that is *** months prior to the
         month of scheduled delivery of the Aircraft or Option Aircraft that is
         subject to such Flexibility Right. ***.

4.3.2    ***

4.4      Flexibility Rights Exercise Procedure

4.4.1    After receipt of Northwest's Request Notice, AVSA will offer within ***
         business days Available Delivery Positions as follows:

         (i)      with respect to ***.

         (ii)     with respect to ***.

         (iii)    with respect to ***.


         (iv)     with respect *** Available Delivery Positions of the nature
                  referred to in the final sentence of Paragraph 1 of this
                  Letter Agreement.

4.4.2    Northwest may request from AVSA in writing (the "Reservation Notice")
         within *** business days after receipt of AVSA's offer of the Available
         Delivery Positions ***.

4.4.3    For the *** business days following the receipt by AVSA of Northwest's
         Reservation Notice,

         (i)      ***, and

                                       6
<PAGE>

         (ii) all Available Delivery Positions ***.

         Should Northwest fail to enter into an amendment to this Agreement
         reflecting the revised delivery schedule (the "Flexibility Amendment")
         within *** days after receipt by AVSA from Northwest of the Reservation
         Notice, then Northwest's ***. AVSA agrees that it will promptly execute
         each Flexibility Amendment executed by Northwest pursuant to this
         Paragraph 4 within such *** period.

5.       AVSA'S RESCHEDULING RIGHTS

5.1      AVSA's Rights

         Notwithstanding the provisions of Clause 9 of the Agreement, AVSA and
         Northwest agree that AVSA shall have the right to request from
         Northwest the rescheduling of *** delivery dates in accordance with the
         provisions of this Paragraph 5 ("AVSA's Rescheduling Request"). AVSA's
         Rescheduling Request will apply to each *** (the "Rescheduled
         Aircraft") and may be exercised only once with respect to each
         Rescheduled Aircraft. ***.

5.2      AVSA Rescheduling Request Procedure

         The procedure for AVSA's Rescheduling Request shall be consistent with
         the procedures described in Subparagraph 4.4 above ***.

6.       REVIEW OF DELIVERY POSITION AVAILABILITY

         AVSA agrees to review with Northwest on a quarterly basis all Available
         Delivery Positions ***.

7.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 7 will
         be void and of no force or effect.



                                       7
<PAGE>


         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                     Very truly yours,

                                     AVSA, S.A.R.L.



                                     By: 
                                        -----------------------

                                     Its:
                                         ----------------------

Accepted and Agreed

NORTHWEST AIRLINES, INC.




By:
   -----------------------------

Its:
    ----------------------------

                                       8
<PAGE>



                                                                      APPENDIX 1
                                                                      ----------



The A320-200 Standard Specification, Document No. D.000.02000, Issue 4, dated
March 30, 1995, is contained in a separate folder.

                                       1
<PAGE>


                                                                      APPENDIX 2
                                                                      ----------

                   LIST OF SCNs APPLICABLE TO THEA320 AIRCRAFT


<TABLE>
<CAPTION>

       RFC                          DESCRIPTION OF CUSTOMER OPTIONS
--------------------------------------------------------------------------------
  <S>                                 <C>   
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                                                      APPENDIX 2
                                                                      ----------

                  LIST OF SCNs APPLICABLE TO THE A320 AIRCRAFT



<TABLE>
<CAPTION>

       RFC                          DESCRIPTION OF CUSTOMER OPTIONS
--------------------------------------------------------------------------------
  <S>                                 <C>   
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                                                      APPENDIX 2
                                                                      ----------

                  LIST OF SCNs APPLICABLE TO THE A320 AIRCRAFT


<TABLE>
<CAPTION>

       RFC                          DESCRIPTION OF CUSTOMER OPTIONS
--------------------------------------------------------------------------------
  <S>                                 <C>   
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
       ***                                   ***
--------------------------------------------------------------------------------
</TABLE>


<PAGE>



                                                                      APPENDIX 3
                                                                      ----------


                              A320 AIRCRAFT PRICES

1.       PRICES

         The Base Price of each A320 Aircraft is the sum of:

         (i)      the Base Price of the Airframe as set out in Subparagraph 
                  1.2 below, and

         (ii)     the Base Price of the A320 Propulsion Systems as set out in
                  Subparagraph 1.3 below.

1.2      Base Price of the Airframe

1.2.1    The Base Price of the Airframe will be the sum of the Base Prices set
         forth below in (i), (ii) and (iii):

         (i)      the Base Price of the Standard A320 Airframe, as defined in
                  the A320-200 Standard Specification set forth in Appendix 1 to
                  this Letter Agreement (excluding Buyer Furnished Equipment,
                  A320 Propulsion Systems and SCNs), at delivery conditions
                  prevailing in January 1998, which is:

                           US$ ***

                           (US dollars -- ***, and

         (ii)     the Base Price of any and all SCNs mutually agreed upon prior
                  to the signature of the Agreement and set forth in Appendix 2
                  to this Letter Agreement, at delivery conditions prevailing in
                  January 1998, which is:

                           US$ ***

                           (US dollars -- ***, and

         (iii)    the Base Price of seats and galleys, at delivery conditions
                  prevailing in January 1998 in the amount of:

                           US$ ***

                           (US dollars -- ***)

1.2.2    The Base Price of the Airframe of each A320 Aircraft will be revised to
         the actual delivery date of such A320 Aircraft in accordance with the
         Airframe Price Revision Formula set forth in Subclause 5.1 to the
         Agreement.

1.2.3    ***

1.3      Base Price of the A320 Propulsion Systems


<PAGE>





         The Base Price of the A320 Propulsion Systems is the sum of (i) and
         (ii) below:

         (i)      Base Price of the A320 Powerplants

                  The Base Price of a set of A320 Powerplants and additional
                  standard equipment at delivery conditions prevailing in
                  January 1998, which is:

                           US$ ***

                           (US dollars -- ***).

                  Said Base Price has been calculated with reference to the
                  Reference Price indicated by CFMI International of US$ *** (US
                  dollars -- ***) in accordance with economic conditions
                  prevailing in October 1985 (cpi 108.66).

                  Said Reference Price is subject to adjustment to the date of
                  delivery of the A320 Aircraft in accordance with the
                  Powerplants Price Revision Formula set forth in Appendix 4 to
                  this Letter Agreement.

         (ii)     Base Price of Nacelles and Thrust Reversers

                  The Base Price of a set of two (2) nacelles and two (2) thrust
                  reversers for the A320 Powerplants at delivery conditions
                  prevailing in January 1998, which is:

                           US$ ***

                           (US dollars -- ***).

                  Said Base Price is subject to adjustment to the date of
                  delivery of the A320 Aircraft in accordance with the Airframe
                  Price Revision Formula set forth in Subclause 5.1 to the
                  Agreement.

1.4      Validity of Propulsion Systems Prices

         It is understood that the prices cited above and the price revision
         formula referred to in Subparagraph 1.3 concerning the A320 Powerplants
         and related equipment have been confirmed by CFM International for A320
         Aircraft with deliveries on or prior to ***. Thereafter, such prices
         and price revision formula remain subject to modifications that might
         be communicated by the Powerplant manufacturer to AVSA, the
         Manufacturer and/or Northwest.

2.       PURCHASE INCENTIVES

2.1      AVSA will provide to Northwest upon delivery of each A320 Aircraft the
         credit memoranda listed below in Subparagraphs 2.1(i) to 2.1(v),
         inclusive. Hereinafter, the *** are collectively referred to as the
         "AVSA A320 Credit Memoranda."

         (i)      ***
                                        2
<PAGE>


         (ii)     ***

         (iii)    ***

         (iv)     *** and

         (v)      ***

2.2      The AVSA A320 Credit Memoranda have been established in accordance with
         January 1998 delivery conditions (dollars) and will be revised to the
         actual delivery date of each A320 Aircraft in accordance with the
         Airframe Price Revision Formula set forth in Subclause 5.1 to the
         Agreement.

2.3      The AVSA A320 Credit Memoranda will, in each case and at Northwest's 
         option, be

         (i)      applied by AVSA against the Final Contract Price of each A320
                  Aircraft *** (excluding any portion thereof applied pursuant
                  to Subparagraph 2.3 (ii) of this Appendix) will be deemed to
                  be applied to the Final Contract Price of such Aircraft),

         (ii)     ***, or

         (iii)    used by Northwest for the purchase of goods and services from
                  AVSA or any of its Affiliates.


                                        3




<PAGE>


                                                                      APPENDIX 4
                                                                      ----------
                       POWERPLANTS PRICE REVISION FORMULA

1.       REFERENCE PRICE

         The Reference Price of a set of two (2) CFM International CFM 56-5A1
         engines and additional equipment is as quoted in Subparagraph 1.3(i) of
         Appendix 3 to this Letter Agreement.

         This Reference Price is subject to adjustment for changes in economic
         conditions as measured by data obtained from the US Department of
         Labor, Bureau of Labor Statistics, and in accordance with the
         provisions of Paragraphs 4 and 5 of this Appendix 4.

2.       REFERENCE PERIOD - REFERENCE COMPOSITE PRICE INDEX

         The above Reference Price has been established in accordance with the
         economic conditions prevailing in October 1985 (April 1986 theoretical
         delivery conditions), as defined, according to CFM International, by
         the Reference Composite Price Index of 108.66

3.       REFERENCE INDEXES

         Labor Index: "Aircraft Engines and Engine Parts," Standard Industrial
         Classification 3724--Average hourly earnings (hereinafter referred to
         as "HE SIC 3724"), published by the US Department of Labor, Bureau of
         Labor Statistics, in "Employment and Earnings," Establishment Data:
         Hours and Earnings (Table B-15: Average hours and earnings of
         production or nonsupervisory workers on private nonfarm payrolls by
         detailed industry).

         Material Index (I): "Industrial Commodities" (hereinafter referred to
         as "IC-Index"), published by the US Department of Labor, Bureau of
         Labor Statistics, in "PPI Detailed Report" (Table 6: Producer price
         indexes and percentage change for commodity groupings and individual
         items, not seasonally adjusted). (Base year 1982 = 100.)

         Material Index (II): "Metals and Metal Products" Code l0 (hereinafter
         referred to as "MMP-Index"), published by the US Department of Labor,
         Bureau of Labor Statistics, in "PPI Detailed Report" (Table 6: Producer
         price indexes and percentage change for commodity groupings and
         individual items, not seasonally adjusted).
         (Base year 1982 = 100.)

         Energy Index: "Fuels and Related Products and Power" Code 5
         (hereinafter referred to as "EP-Index"), published by the US Department
         of Labor, Bureau of Labor Statistics, in "PPI Detailed Report" (Table
         6: Producer price indexes and percentage change for commodity groupings
         and individual items, not seasonally adjusted).
         (Base year 1982 = 100.)

4.       REVISION FORMULA

         Pn   =   Pb   x   CPIn

<PAGE>

                                    108.66

         Where

         Pn       =        Revised Reference Price of a set of two (2) engines 
                           at delivery of the A320 Aircraft.

         Pb       =        Reference Price as defined above.

         CPIn     =        Composite Price Index for the sixth month prior to
                           the month of delivery of the A320 Aircraft.

                  Said Composite Price Index is composed as follows:

         CPIn =            0.55 (HEn   x 100) + 0.10 ICn + 0.25 MMPn + 0.10 EPn
                                 ---
                                (11.16)

                  Where

                  HEn  =            HE SIC 3724 for the sixth month prior to
                                    the month of delivery of the A320 Aircraft;
                                    the quotient HEn/11.16 is rounded to the
                                    nearest third decimal place. The product by
                                    0.55 is rounded to the nearest second
                                    decimal place.

                  ICn  =            IC-Index for the sixth month prior to the
                                    month of delivery of the A320 Aircraft.

                  MMPn =            MMP-Index for the sixth month prior to the
                                    month of delivery of the A320 Aircraft. The
                                    product by 0.25 is rounded to the nearest
                                    second decimal place.

                  EPn  =            EP-Index for the sixth month prior to the
                                    month of delivery of the A320 Aircraft.

         The Composite Price Index shall be determined to the second decimal
         place. If the next succeeding decimal place is five (5) or more, the
         preceding decimal figure shall be raised to the next higher figure.

         The final factor shall be rounded to the nearest thousandth (3
         decimals).

5.       GENERAL PROVISIONS

5.1      The Revised Reference Price at delivery of the A320 Aircraft shall be
         the final price and will not be subject to further adjustments in the
         indexes.

5.2      If no final index value is available for any of the applicable months,
         the published preliminary figures will be the basis on which the
         Revised Reference Price will be computed.



                                       2
<PAGE>

5.3      If the US Department of Labor substantially revises the methodology of
         calculation of the indexes referred to in this Appendix 4 or
         discontinues any of these indexes, AVSA shall, in agreement with CFM
         International, apply a substitute for the revised or discontinued
         index, such substitute index to lead in application to the same
         adjustment result, insofar as possible, as would have been achieved by
         continuing the use of the original index as it may have fluctuated had
         it not been revised or discontinued.

         Appropriate revision of the formula shall be made to accomplish this
         result.

5.4      Should the above escalation provisions become null and void by action
         of the US Government, the Reference Price shall be adjusted to reflect
         increases in the cost of labor, material and fuel which have occurred
         from the period represented by the applicable Reference Price Indexes
         to the sixth month prior to the scheduled delivery of the A320
         Aircraft.

5.5      The Revised Reference Price at delivery of the A320 Aircraft in no
         event shall be less than the Reference Price defined in Paragraph 1 of
         this Appendix 4.


                                       3

<PAGE>





                             LETTER AGREEMENT NO. 3




                                                        As of September 19, 1997




Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  PREDELIVERY PAYMENTS

Dear Ladies and Gentlemen:

           Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 3 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

           Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.         PREDELIVERY PAYMENTS

           AVSA hereby agrees to accept and Northwest agrees it will make
           Predelivery Payments in the manner set forth in this Letter
           Agreement.

2.         *** PREDELIVERY PAYMENTS

2.1        Firm Aircraft

           Upon execution of the Agreement and this Letter Agreement, ***.

2.2        Option Aircraft

2.2.1      In accordance with Subparagraph 2.4.1 of Letter Agreement No. 2 to
           the Agreement, Northwest will pay to AVSA an Option Fee upon each
           Option Exercise.


<PAGE>

           ***

2.2.2      ***

2.2.3      In the event that, ***.

2.3        ***

2.3.1      ***

2.3.2      In the event that ***

2.4        ***

3.         ***

3.1        In addition *** in accordance with Paragraph 2.2 hereof, ***
           Subparagraphs 3.2 and 3.3 below.

3.2        In respect of ***.

3.3        In respect of ***

           (i)    with respect to ***

           (ii)   with respect to ***, and

           (iii)  ***

3.4        Northwest confirms to AVSA that, as of the date hereof, its senior
           unsecured debt rating (as determined in accordance with the
           methodology set forth in the definition of "Applicable Eurodollar
           Margin" in the Credit Agreement dated as of December 15, 1995, as
           amended and restated as of October 6, 1996, among Northwest and
           various lending institutions (as attached hereto as Appendix 1) is
           the following:

           (i)    BB - as quoted by S&P (the "S&P Base Rating"), and,

           (ii)   Ba2 as quoted by Moody's (the "Moody's Base Rating," and,
                  together with the S&P Base Rating, collectively referred to as
                  the "Base Ratings").

3.5        Northwest and AVSA agree that, in the event that prior to 
           delivery ***

           (i)    ***

           (ii)   ***



                                       2
<PAGE>

           *** reasonably acceptable to AVSA.

           Further, ***

4.         MISCELLANEOUS

4.1        ***

           (i)    a portion of the *** equal to the amount of ***with respect to
                  each Aircraft (and the *** and the aggregate ***, if any,
                  shall be reduced by ***, such reduction to be applied in
                  chronological ***), or, in the event such Aircraft is subject
                  to ***, a portion of the *** equal to the amount set forth in
                  *** as to such Aircraft in the circumstances contemplated in
                  ***, or upon the *** as to such Aircraft in the circumstances
                  contemplated in ***, or

           (ii)   the entire *** upon the *** by Northwest pursuant to ***.

           Such amounts *** to the extent applicable in accordance with any such
           ***. For the avoidance of doubt, the ***.

4.2        AVSA and Northwest acknowledge that for the purposes of ***, each ***
           (i) upon the as to the Aircraft to which it relates under *** in the
           circumstances contemplated in such ***, (ii) upon the *** as to the
           Aircraft to which it relates under *** in the circumstances
           contemplated in such ***, or (iii) upon the *** by Northwest pursuant
           to ***.

5.         ASSIGNMENT

           Notwithstanding any other provision of this Letter Agreement or of
           the Agreement, this Letter Agreement and the rights and obligations
           of Northwest hereunder will not be assigned or transferred in any
           manner without the prior written consent of AVSA, and any attempted
           assignment or transfer in contravention of the provisions of this
           Paragraph 5 will be void and of no force or effect.



                                      3



<PAGE>

           If the foregoing correctly sets forth our understanding, please
execute the original and one (1) copy hereof in the space provided below and
return a copy to AVSA.

                                            Very truly yours,

                                            AVSA, S.A.R.L.


                                            By:  ________________________

                                            Its:     _______________________



Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  ________________________

Its:  ________________________



                                       4

<PAGE>






                                                                      APPENDIX 1
                                                                      ----------

           "Applicable Eurodollar Margin" and "Applicable Commitment Fee
Percentage" shall mean, as of any date of determination, the percentage set
forth below under the appropriate heading corresponding to the senior unsecured
debt rating of the Borrower ***:

<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                                ***    ***
                            Senior Unsecured Debt Rating of
                                      the Borrower
     Level                           (S&P/Moody's)
--------------------------------------------------------------------------------
<S>               <C>                                           <C>    <C>
1                 A- or higher or A3 or higher                  ***    ***
--------------------------------------------------------------------------------
2                 BBB+ or Baa1                                  ***    ***
--------------------------------------------------------------------------------
3                 BBB   or Baa2                                 ***    ***
--------------------------------------------------------------------------------
4                 BBB-  or Baa3                                 ***    ***
--------------------------------------------------------------------------------
5                 BB+    or Ba1                                 ***    ***
--------------------------------------------------------------------------------
6                 BB      or Ba2                                ***    ***
--------------------------------------------------------------------------------
7                 BB-     or Ba3                                ***    ***
--------------------------------------------------------------------------------
8                 lower than BB- or lower than Ba3              ***    ***
--------------------------------------------------------------------------------

</TABLE>


           ***, as the case may be.

           In the event either Rating Agency ceases to rate the Borrower's
senior unsecured debt for any reason, then the rating of NWA by such Rating
Agency with respect to the senior unsecured debt of NWA *** shall be used for
purposes of ***, as the case may be.

           Any necessary adjustment in the Applicable Eurodollar Margin or the
Applicable Commitment Fee Percentage, as the case may be, pursuant to the terms
hereof shall become effective immediately upon any change in a Rating.


                                       1
<PAGE>





                             LETTER AGREEMENT NO. 4


                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  AIRCRAFT CUSTOMIZATION

Dear Ladies and Gentlemen:

           Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 4 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

           Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.         AIRCRAFT WEIGHTS

           AVSA will increase the maximum take-off weight ("MTOW") of each
           Aircraft that is an A319 type Aircraft from 64 metric tonnes as
           specified in Subclause 2.2 of the Agreement, to *** metric tonnes,
           subject to the provisions of this Paragraph 1.

           AVSA and Northwest will enter, as soon as feasible following
           execution of the Agreement, into an SCN applicable to all Firm
           Aircraft that are A319 type aircraft specifying such MTOW upgrade
           from 64 metric tonnes to *** metric tonnes (the "MTOW Upgrade SCN").
           AVSA will make available the MTOW Upgrade SCN to Northwest at
           identical terms as provided in Paragraph 1 of this Letter Agreement
           for each Aircraft, other than Firm Aircraft, that is an A319
           Aircraft.

           The price for the MTOW Upgrade SCN for each Aircraft that is an 
           A319 model Aircraft is US *** in January 1998 delivery conditions 
           (dollars), subject to price revision in accordance with the 
           Airframe Price Revision Formula. ***:

<PAGE>

a)       ***

b)       ***

c)       ***

2.       ENGINE CONVERSION

2.1      Engine Conversion prior to Delivery

         Should Northwest wish to convert the CFM56-5A4 Powerplants into 
         CFM56-5A5 Powerplants, on any of the A319 type Aircraft not yet 
         delivered to Northwest, then AVSA will perform such conversion, 
         provided that Northwest executes the associated SCN at least *** 
         months prior to the month of delivery of the corresponding A319 
         Aircraft. Such SCN will identify the price difference of the 
         Powerplants manufacturer's reference prices of the CFM56-5A4 
         Powerplants and the CFM56-5A5 Powerplants. ***

         Should Northwest request, on an exceptional basis, to convert the 
         Powerplants of the Aircraft within *** prior to the month of 
         delivery of the corresponding A319 Aircraft, then AVSA will provide 
         a quote for such Powerplant change upon Northwest's request.

2.2      Engine Conversion after Delivery

         Should Northwest wish to convert the CFM56-5A4 Powerplants into 
         CFM56-5A5 Powerplants, on A319 type Aircraft already delivered to 
         Northwest pursuant to the Agreement, then AVSA will provide, upon 
         receipt of Northwest's purchase order, the asscociated Service 
         Bulletin at a price of US ***, such price being quoted in January 
         1998 delivery conditions and to be revised in accordance with the 
         Airframe Price Revision Formula. This Service Bulletin will cover 
         the Airframe related modifications only, including the update of the 
         applicable Aircraft Flight Manual as well as the applicable Airframe 
         data plates. However, any changes in the prices of the Powerplants, 
         and the Powerplant name plates are excluded from this quotation.

3.       CUSTOMIZATION

         The Base Prices of SCNs and seats and galleys as listed in Exhibit B 
         to the Agreement are as stated in Subclauses 4.1.1.1(ii) and (iii) 
         of the Agreement. Such Base Prices are exclusive of Buyer Furnished 
         Equipment.

4.       AVSA FURNISHED EQUIPMENT / BUYER FURNISHED EQUIPMENT

4.1      Exhibit B to the Agreement includes certain BFE that is converted into
         SFE. Northwest and AVSA will, as soon as feasible after execution of
         the Agreement, enter into applicable SCN's with respect to those BFE to
         SFE conversions. ***.


                                       2
<PAGE>

4.2      At Northwest's election and within the leadtimes quoted in Appendix 1
         to this Letter Agreement, Northwest may specify that certain Seller
         Furnished Equipment as listed in Appendix 1 hereto be purchased by
         Northwest, thus changing such Seller Furnished Equipment into Buyer
         Furnished Equipment. In the event that Northwest elects to change
         Seller Furnished Equipment into Buyer Furnished Equipment, AVSA and
         Northwest will execute an SCN reflecting Northwest's request and
         specifying the applicable credit amount listed in Appendix 1 hereto
         (the "SFE to BFE SCN"). Upon execution of the SFE to BFE SCN, AVSA will
         provide Northwest with a credit as stated in the SFE to BFE SCN for
         such change (the "SFE to BFE Credit").

4.3      The SFE to BFE Credit has been established in accordance with January
         1998 delivery conditions (dollars) and will be revised to the actual
         delivery date of each Aircraft in accordance with the Airframe Price
         Revision Formula set forth in Exhibit D to the Agreement.

4.4      Upon delivery of each Aircraft, the SFE to BFE Credit will be applied
         by AVSA against the Final Contract Price of each Aircraft ***.

4.5      AVSA confirms *** for the provision, installation or handling of Seller
         Furnished Equipment converted to Buyer Furnished Equipment in
         accordance with this Paragraph 4.

4.6      Unless specified to the contrary herein, the terms of Clause 18 of the
         Agreement will apply to Seller Furnished Equipment that is converted to
         Buyer Furnished Equipment pursuant to this Paragraph 4.

4.7      The AVSA-Supplied Buyer Furnished Equipment in the Aircraft
         Customization as set forth in Exhibit B to the Agreement and in
         Appendix 3 to Letter Agreement No. 2 are ***.

5.       SPECIFICATION CHANGES

5.1      Pursuant to the terms contained in this Paragraph 5, Northwest may
         chose to cancel certain SCNs listed in Exhibit B to the Agreement. The
         SCNs that may be so cancelled and applicable leadtimes for cancellation
         are listed in Appendix 2 hereto (the "Cancelable SCN(s)").

5.2      In the event that Northwest chooses to cancel the Cancelable SCN(s),
         Northwest will notify AVSA in writing of such request. Northwest and
         AVSA will execute an SCN (i) reflecting Northwest's request to
         eliminate the Cancelable SCN(s) from the Specification and (ii)
         specifying the applicable credit amount listed in Appendix 2 hereto
         (the "Cancellation SCN"). Further, upon execution of each Cancellation
         SCN, AVSA will provide Northwest with a credit for such change as
         listed in Appendix 2 hereto (the "Cancellation SCN Credit").

5.3      The Cancellation SCN Credit has been established in accordance with
         January 1998 

                                        3
<PAGE>

         delivery conditions (dollars) and will be revised to the actual
         delivery date of each Aircraft in accordance with the Airframe Price
         Revision Formula set forth in Exhibit D to the Agreement.

5.4      Upon delivery of each Aircraft, the Cancellation SCN Credit will be
         applied by AVSA against the Final Contract Price of each Aircraft ***.

6.       CERTAIN REGULATORY CHANGES

         Should AVSA be required pursuant to Subclause 3.4 of the Agreement 
         to incorporate a change in the Specification of the Aircraft before 
         delivery of an Aircraft to enable Northwest to obtain a Standard 
         Airworthiness Certificate for such Aircraft by reason of the 
         promulgation of any law or regulation applicable to the Aircraft ***.

7.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of 
         the Agreement, this Letter Agreement and the rights and obligations 
         of Northwest hereunder will not be assigned or transferred in any 
         manner without the prior written consent of AVSA, and any attempted 
         assignment or transfer in contravention of the provisions of this 
         Paragraph 7 will be void and of no force or effect.

                                       4

<PAGE>


         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                         Very truly yours,

                                         AVSA, S.A.R.L.


                                         By:  ________________________

                                         Its:  ________________________



Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  ________________________

Its:  ________________________


                                       5

<PAGE>



                                                                      APPENDIX 1
                                                                      ----------

         SELLER FURNISHED EQUIPMENT TO BUYER FURNISHED EQUIPMENT CREDITS

Notification Leadtime: no later than *** months prior to delivery of the
applicable Aircraft.

<TABLE>
<CAPTION>

                                                      Credit Amount
Quantity    Description/Part Number   Vendor/Remarks  (1/98 DC)
--------    -----------------------   --------------  ---------

<S>           <C>                       <C>             <C>
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
  ***         ***                       ***             ***
---------------------------------------------------------------------
              ***                                       ***
---------------------------------------------------------------------

</TABLE>


                                       6
<PAGE>






                                                                      APPENDIX 2
                                                                      ----------

                 CREDITS FOR ELIMINATION OF CUSTOMIZATION ITEMS

Notification Leadtime: no later than *** months prior to delivery of the
applicable Aircraft

<TABLE>
<CAPTION>

                        Credit
  RFC No.  Title      (1/98 DC)
<S>         <C>         <C>
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------
***         ***         ***
--------------------------------

</TABLE>


                                       7
<PAGE>



                             LETTER AGREEMENT NO. 5



                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:      RELIABILITY GUARANTEES

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other matters, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 5 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

         AVSA, under its arrangement with the Manufacturer, has negotiated and
obtained the following reliability guarantees from the Manufacturer with respect
to the Aircraft, subject to the terms, conditions, limitations and restrictions
all as hereinafter set out. *** Capitalized terms used in the following quoted
provisions and not otherwise defined therein shall have the meanings assigned
thereto in the Agreement, except that the term "Seller" refers to the
Manufacturer and the term "Buyer" refers to AVSA.

QUOTE

1.       SCOPE, COMMENCEMENT, DURATION

         The reliability guarantees contained in this Letter Agreement (the
         "Guarantees") extend to 

                                       1
<PAGE>

         the fleet of Aircraft operated by the Buyer (the "Guaranteed
         Aircraft"), shall commence with delivery of the first Aircraft and ***.

2.       DEFINITION

2.1      Scheduled Departure

         A "Scheduled Departure" is a departure of a Guaranteed Aircraft as set
         forth in the Buyer's time table, and any scheduled charter flight of a
         Guaranteed Aircraft.

2.2      Chargeable Event

         A "Chargeable Event" will be deemed to have occurred when a Guaranteed
         Aircraft does not leave the gate within one (1) minute after its
         scheduled departure time for the Northwest delay code reasons listed
         below, as such delay codes are defined in Northwest Airlines' System
         Delay Code Bulletin dated December 31, 1996 (the "Codes"). These Codes
         may be changed during the Term, provided, however, that material
         changes in the Codes will be mutually agreed between the Buyer and the
         Seller.

         Included Codes:

         CIM  -  RESET / RECYCLE / EXERCISE COMPONENTS
         DFM  -  DEFERRAL
         EQM  -  EQUIPMENT CHANGE DUE TO MECHANICAL MALFUNCTION
         IRM  -  IRREGULAR ROUTING - MAINTENANCE
         LQM  -  LATE EQUIPMENT - MAINTENANCE
         MPM  -  PLANNED MAINTENANCE ROUTING
         MTM  -  MECHANICAL MALFUNCTION
         NOM  -  MAINTENANCE - CHECKED OK
         PAM  -  PASSENGER ACCOMMODATION - MAINTENANCE (provided that
                 the originating flight was an A319 aircraft)
         PCM  -  LATE MAINTENANCE - PASSENGER
         PRM  -  PART(S) ROBBED
         RBM  -  RETURN TO GATE DUE TO MAINTENANCE
         XOM  -  MAINTENANCE - CHECKED OK
         XRM  -  PART(S) ROBBED
         XTM  -  MECHANICAL MALFUNCTION
         XQM  -  EQUIPMENT MAINTENANCE

2.3      Exclusions

         The following will not be counted as Chargeable Events:

         -  repetitive delays or cancellations that occur as a result of
            failure to apply correct trouble shooting procedures in
            accordance with the Trouble Shooting Manual; and

                                        2

<PAGE>

         -  delays attributable to the Propulsion Systems.

2.4      Completion Factor

         The Completion Factor is the percentage of the completed scheduled
         arrivals of Guaranteed Aircraft, based on the Codes in Subparagraph 2.2
         hereof which start with "X".

2.5      Achieved On-Time Performance

         "Achieved On-Time Performance," expressed as a percent, shall be
         computed quarterly (a "Computation") for each calendar quarter (the
         "Computation Period") as follows:
<TABLE>

<S>                                  <C>                                        <C>
                                     Total number of Scheduled Departures
         Achieved                    without Chargeable Events during the
         On-Time       =             Computation Period                         X 100
         Performance                 ------------------------------------
                                     Total number of  Scheduled Departures
                                      during the Computation Period

</TABLE>


3.       GUARANTEES

3.1      Achieved On-Time Performance Guarantee

         ***

3.2      Completion Factor Guarantee

         ***

3.3      Increase of Guarantee Levels

***

4.       BUYER'S AND SELLER'S OBLIGATION

4.1      Buyer's and Seller's Obligations

         The Buyer's and Seller's specialists will meet, not later than three
         (3) months before delivery of the first Guaranteed Aircraft, to
         mutually agree on the details of the appropriate reporting procedure(s)
         for the Guarantees.

4.2      Buyer's Obligations

                                       3


<PAGE>

         ***

4.3      Seller's Obligations

         During the Term, the Seller will provide technical and operational
         analyses of delays and cancellations and will develop corrections
         intended to reduce delays and, in the event that the Achieved On-Time
         Performance or the Completion Factor fall below the guaranteed levels
         set forth in Paragraph 3 herein, the Seller shall, not later than six
         (6) months (where practicable) after notification by the Buyer and at
         no charge to the Buyer :

         ***

5.       SUSPENSION AND ADJUSTMENT

5.1      Suspension of Guarantees

         The provisions of the Guarantees will be suspended during any
         Computation Period during which:

         Rf < Ro - 0.5%

         Where:

         Ro is the dispatch reliability, expressed as a percentage, as computed
         by the Manufacturer and published in the "Quarterly Service Report," of
         the fleet of aircraft of the same type as the Guaranteed Aircraft
         operated by major airlines in the U.S., but excluding the Guaranteed
         Aircraft, during a Computation Period.

         Rf is the dispatch reliability, expressed as a percentage, as computed
         by the Manufacturer and published in the "Quarterly Service Report," of
         the Guaranteed Aircraft fleet during the same Computation Period.

5.2      Adjustment of Guarantees

         Any significant certification, regulatory or Aircraft operation changes
         implemented by the Buyer that have a material adverse effect on the
         operational characteristics of the Guaranteed Aircraft shall be cause
         for reevaluation or adjustment of the guaranteed levels set forth in
         Paragraph 3 by mutual agreement between the Buyer and the Seller.

6.       REVIEW MEETINGS

6.1      Specialists' Review Meeting

         An Achieved On-Time Performance / Completion Factor review meeting
         between the 


                                       4
<PAGE>

         Seller's and the Buyer's representatives shall be scheduled at the end
         of each six (6) month period during the Term, or at more frequent
         intervals to be mutually agreed. Representatives of the Buyer and the
         Seller shall participate in the meeting and will:

         a)       review current Achieved On-Time Performance and Completion
                  Factor,

         b)       review the correctness of Code and cancellation allocations,

         c)       review the Buyer's training levels set forth in Subparagraph
                  3.3,

         d)       consider corrective action, if required, and

         e)       review any issues arising out of the implementation of the
                  provisions of Paragraph 4 above.

6.2      Reliability Council

         In recognition of the mutual benefits accruing to the Buyer and the
         Seller from Airbus aircraft reliability improvements, the Buyer and the
         Seller hereby establish a reliability council (the "Reliability
         Council") to improve the Achieved On-Time Performance and Completion
         Factor (as defined in this Letter Agreement) of all Airbus aircraft in
         the Buyer's fleet. The Reliability Council shall be comprised of

         (i)      for the Buyer, the Senior Vice President - Technical
                  Operations and Airport Affairs, the Vice President - Finance
                  and Assistant Treasurer and the Vice President - Line
                  Maintenance Operations, and

         (ii)     on behalf of the Seller, the President of ASCO, and the
                  President of Airbus Industrie of North America

         and such other members as the Buyer and Seller may agree.

         The Seller agrees to the Buyer's inviting the Propulsion Systems
         manufacturer to participate in the Reliability Council, it being
         understood that the participation of the Propulsion Systems
         manufacturer shall not be deemed to extend the Seller responsibilities
         under this Letter Agreement to Propulsion Systems matters and issues.

         During the Term, the Reliability Council shall meet quarterly to review
         the Buyer's Achieved On-Time Performance and Completion Factor and to
         devise strategies and programs to improve performance in these areas.
         At the end of the Term, the Buyer and the Seller shall mutually agree
         on further cooperation with respect to reliability matters.

         The Buyer and the Seller shall commit such resources of their
         respective organizations as are required to assure that the Reliability
         Council will be an effective tool for the 


                                       5



<PAGE>

         purposes set forth above.

6.3      Buyer's Target Completion Factor

         ***

7.       LIABILITY LIMITATION

         The Seller's liability for failure to meet this Guarantee shall be
         governed solely by the terms of this Guarantee.

UNQUOTE

8.       REMEDIES

8.1      At the end of each calendar quarter during the Term of the Guarantee,
         AVSA and Northwest shall jointly compare the quarterly average Achieved
         On-Time Performance and Completion Factor with the quarterly average
         Achieved On-Time Performance and Completion Factor as set forth in
         Subparagraphs 3.1 and 3.2, or 3.3 above (if applicable).

         For each calendar quarter during the Term during which an Achieved
         On-Time Performance or Completion Factor shortfall is found, AVSA shall
         ***:

         (i)  in the case of Achieved On-Time Performance, ***

         (ii) in the case of Completion Factor, ***.

***

9.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder shall not be assigned or transferred in any manner
         without the prior written consent of AVSA, and any attempted assignment
         or transfer in contravention of the provisions of this Paragraph 9
         shall be void and of no force or effect.


                                       6
<PAGE>


If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                           Very truly yours,

                                           AVSA, S.A.R.L.


                                           By:  ________________________

                                           Its:  ________________________



Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  ________________________

Its:  ________________________

                                       7

<PAGE>





                             LETTER AGREEMENT NO. 6

                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:      A319-100 GUARANTEES

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 6 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

PART A            A319-100 PERFORMANCE GUARANTEES

         AVSA, under its arrangement with the Manufacturer, has negotiated and
obtained the following performance guarantees from the Manufacturer with respect
to the Aircraft, subject to the terms, conditions, limitations and restrictions
all as hereinafter set out. AVSA hereby guarantees to Northwest the performance
by the Manufacturer of its obligations under these reliability guarantees and
hereby assigns to Northwest, and Northwest hereby accepts, all of AVSA's rights
and obligations as aforesaid under the said performance guarantees, and AVSA
subrogates Northwest into all such rights and obligations in respect of the
Aircraft. AVSA hereby warrants to Northwest that it has all requisite authority
to make the foregoing assignment and effect the foregoing subrogation to and in
favor of Northwest and that it will not enter into any amendment of the
provisions so assigned or subrogated without the prior written consent of
Northwest. Capitalized terms used in the following quoted provisions and not
otherwise defined therein shall have the meanings assigned thereto in the
Agreement, except that the term "Seller" refers to the Manufacturer and the term
"Buyer" refers to AVSA.


<PAGE>


QUOTE

         PREAMBLE

         A.  Assumptions:

                  The guarantees defined below in this Part A are applicable at
                  the time of delivery to each A319-100 Aircraft as described in
                  the A319-100 Standard Specification Ref. J.000.01000, Issue 3,
                  dated March 29, 1995, including Temporary Revision 1, dated
                  August 25, 1995, on the basis of the following assumptions:

                  (i)      Maximum Take Off Weight (MTOW) of ***

                  (ii)     fitting of either

                           (x)      the CFM International CFM56-5A4 engines
                                    (22,000 lbs thrust), or

                           (y)      the CFM International CFM56-5A5 engines
                                    (23,500 lbs thrust),

                            except where otherwise noted.

         B.  Definitions:

                  (i)      For the purpose of this Part A of this Letter
                           Agreement only, the term "Aircraft" is defined as any
                           and all of the Airbus A319-100 model aircraft to be
                           acquired by the Buyer under the Agreement.

                  (ii)     ***

1.       GUARANTEED PERFORMANCE

1.1.     Speed

         The level flight airspeed at an Aircraft gross weight of *** pounds at
         a pressure altitude of 35,000 feet using maximum cruise thrust in ISA
         conditions shall not be less than a true Mach number of ***.

1.2      En-Route One Engine Inoperative

         Each Aircraft shall meet FAR 25 regulations minimum en-route climb
         gradient (currently 1.1%) with one engine inoperative, the other
         operating at the maximum continuous thrust available at the altitude
         with air conditioning bleeds on, without anti-icing, at a gross weight
         of *** pounds in the cruise configuration in ISA conditions, at a
         geometric altitude of *** feet.

1.3      Take-off distance

                                       2

<PAGE>

1.3.1    With respect only to Aircraft delivered with CFM56-5A4 engines, FAR
         take-off length at an Aircraft gross weight of *** pounds at a start of
         ground run at sea level pressure altitude at ISA conditions shall not
         be more than *** feet.

1.3.2    With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
         take-off length at an Aircraft gross weight of *** pounds at a start of
         ground run at sea level pressure altitude at ISA conditions shall not
         be more than *** feet.

1.4      Take-off performance

1.4.1    With respect only to Aircraft delivered with CFM56-5A4 engines, FAR
         permissible take-off weight shall not be less than *** pounds in the
         following conditions (assumed representative of ***):

         Pressure altitude:         ***
         Runway length:             ***
         Slope:                     ***
         Obstacles:                 ***

1.4.2    With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
         permissible take-off weight shall not be less than *** pounds in the
         same conditions as set forth in Subparagraph 1.4.1 of Part A above
         (assumed representative of ***.

1.4.3    With respect only to Aircraft delivered with CFM56-5A4 engines, FAR
         permissible take-off weight shall not be less than *** pounds in the
         following conditions (assumed representative of ***):

         Pressure altitude:         ***
         Runway length:             ***
         Slope:                     ***
         Obstacles:                 ***

1.4.4    With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
         permissible take-off weight shall not be less than *** pounds in the
         same conditions as set forth in Subparagraph 1.4.3 of Part A above
         (assumed representative of ***).

1.5      Second segment climb

         Each Aircraft shall meet FAR 25 regulations for one engine inoperative
         climb after take-off, undercarriage retracted, at a weight
         corresponding to the stated weight at the start of the ground run, at
         the altitude and temperature, and in the configuration of flap angle
         and take-off safety speed, required to comply respectively with the
         performance guaranteed in Subparagraph 1.3 and 1.4 of this Part A.

1.6      Climb performance


                                       3
<PAGE>

         Each Aircraft shall be capable of climbing from 1,500 feet to pressure
         altitude of 35,000 feet at an Aircraft gross weight of *** pounds in
         ISA conditions using a climb profile of 250/280kt CAS/M.076 with a
         minimum rate of climb of 300 feet per minute in *** minutes.

1.7      Landing distance

         FAR certified landing field length at an Aircraft gross weight of ***
         pounds at sea level pressure altitude shall not be greater than ***
         feet.

1.8      External noise

         Each Aircraft will comply with FAR Part 36 Amendment 9 and with ICAO
         Annex 16 Chapter 3 with cumulative margins from flyover, sideline, and
         approach of *** EPNdB.

2.       FUEL BURN GUARANTEE

2.1      *** Aircraft Specific Range

         The level flight specific range at an Aircraft gross weight of ***
         pounds at a pressure altitude of 35,000 feet operating at M.78 at ISA
         conditions shall not be less than *** nautical miles per pound of fuel
         for each Aircraft (the "Guaranteed *** Aircraft Specific Range").

2.2      *** Specific Range

         With respect to the ***, the level flight specific range at an Aircraft
         gross weight of *** pounds at a pressure altitude of 35,000 feet
         operating at M.78 at ISA conditions shall not be less than *** nautical
         miles per pound of fuel *** (the "Guaranteed *** Specific Range").

3.       MISSION PAYLOAD RANGE GUARANTEE

3.1      Mission No. 1 - ***

         Each Aircraft shall be capable of carrying a guaranteed payload of not
         less than

                  *** pounds for Aircraft delivered with CFM56-5A4 engines,
                  *** pounds for Aircraft delivered with CFM56-5A5 engines

         over an equivalent still air stage distance of *** nautical miles
         (assumed representative of *** for a summer operation) when operated
         under the conditions described below.


                                       4

<PAGE>

         a)       Available takeoff weight is assumed to be

                  (i) *** pounds for Aircraft delivered with CFM56-5A4 engines,
                  and

                  (ii) *** pounds for Aircraft delivered with CFM56-5A5 engines.

         b)       The destination airport conditions are such to allow the
                  required landing weight to be used without performance
                  restrictions and without exceeding the Maximum Landing Weight
                  as defined in the A319 Standard Specification referenced in
                  the Preamble.

         Profile assumes the following:

         c)       Allowance of 250 pounds for engine start and taxi out.
                  Take-off and initial climb to 1,500 feet above airfield
                  elevation with acceleration to climb speed in ISA conditions
                  (two minutes time and fuel allowance). No distance credit for
                  takeoff climb to 1,500 feet. Climb from 1,500 feet above
                  airfield elevation up to a cruise altitude using maximum climb
                  thrust and cruise at a pressure altitude of 39,000 feet at a
                  fixed Mach number of 0.78 and descent to 1,500 feet above
                  airfield elevation are conducted in ISA conditions. Climb
                  speeds to be used should be 250kt/280kt/M76 and descent speeds
                  should be M76/250kt to 1500 feet. An allowance of 300 pounds
                  of fuel is assumed for approach and landing at the destination
                  and also includes an allowance for maneuvering fuel. No
                  distance credit for approach and landing and maneuvering.

         d)       Stage distance is defined as the distance covered during
                  climb, cruise, and descent as described in c. above.

         e)       Trip fuel is defined as the fuel used during take-off and
                  initial climb, climb, cruise, descent, approach and landing
                  and maneuvering as described in c. above.
                  
         f)       Total fuel required shall not exceed *** pounds. Total fuel
                  required is defined as taxi out allowance, trip fuel, and fuel
                  on landing as described in (g) below.

         g)       At the end of approach and landing *** pounds of fuel shall
                  remain in the tanks.

         h)       The mission payload guarantee is based on an Operating Weight
                  Empty (OWE) composed of the actual Manufacturer's Weight Empty
                  plus the following fixed allowances:

                           ***   pounds for customer changes
                           ***  pounds for operator items

3.2.     Mission No. 2 - ***

                                       5
<PAGE>

         Each Aircraft shall be capable of carrying a guaranteed payload of not
         less than *** pounds over an equivalent still air stage distance of ***
         nautical miles (assumed representative of *** for a winter operation)
         when operated under the conditions described below.

         a)       Available takeoff weight is assumed to be *** pounds.

         b)       The destination airport conditions are such to allow the
                  required landing weight to be used without performance
                  restrictions and without exceeding the Maximum Landing Weight
                  as defined in the A319 Standard Specification referenced in
                  the Preamble.

         Profile assumes the following:

         c)       Allowance of 250 pounds for engine start and taxi out.
                  Take-off and initial climb to 1,500 feet above airfield
                  elevation with acceleration to climb speed in ISA conditions
                  (two minutes time and fuel allowance). No distance credit for
                  takeoff climb to 1,500 feet. Climb from 1,500 feet above
                  airfield elevation up to a cruise altitude using maximum climb
                  thrust and cruise at a pressure altitude of 35,000 feet
                  stepping to 39,000 feet at a fixed Mach number of 0.78 and
                  descent to 1,500 feet above airfield elevation are conducted
                  in ISA conditions. Climb speeds to be used should be
                  250kt/280kt/M76 and descent speeds should be M76/250kt to 1500
                  feet. An allowance of 300 pounds of fuel is assumed for
                  approach and landing at the destination and also includes an
                  allowance for maneuvering fuel. No distance credit for
                  approach and landing and maneuvering.

         d)       Stage distance is defined as the distance covered during
                  climb, cruise, and descent as described in c. above.

         e)       Trip fuel is defined as the fuel used during take-off and
                  initial climb, climb, cruise, descent, approach and landing
                  and maneuvering as described in (c) above.

         f)       Total fuel required shall not exceed *** pounds. Total fuel
                  required is defined as taxi out allowance, trip fuel, and fuel
                  on landing as described in (g) below.

         g)       At the end of approach and landing *** pounds of fuel shall
                  remain in the tanks.

         h)       The mission payload guarantee is based on an Operating Weight
                  Empty (OWE) composed of the actual Manufacturer's Weight Empty
                  plus the following fixed allowances:

                           ***  pounds for customer changes
                           ***  pounds for operator items

4.       WEIGHT GUARANTEES

                                       6
<PAGE>

4.1      Manufacturer's Weight Empty

         The Seller guarantees that the Manufacturer's Weight Empty (as defined
         in the A319- 100 Standard Specification set forth in the Preamble) of
         each Aircraft, which will be derived from the weighing of each
         Aircraft, shall not be more than *** pounds for any individual Aircraft
         and shall not be more than *** pounds for the ***.

4.2      Structural Usable Load

         The Seller guarantees that the excess of the Maximum Zero Fuel Weight
         (as defined in the A319 Standard Specification set forth in the
         Preamble) of each Aircraft over the Operating Weight Empty (as defined
         below) of such Aircraft shall not be less than *** pounds for any
         individual Aircraft and shall not be less than *** pounds for the ***.

         Operating Weight Empty is the sum of the Manufacturer's Weight Empty
         (as defined in the Type Specification set forth in the Preamble) plus
         the following fixed allowances:

                  ***  pounds for customer changes
                  ***  pounds for operator items


5.       GENERAL GUARANTEE CONDITIONS

5.1.     Aircraft Configuration

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees set forth in this Part A for any
         configuration change or deviation from the A319-100 Standard
         Specification which is agreed between Buyer and Seller subsequent to
         the date hereof, provided that any such adjustment is made
         contemporaneously with such A319-100 Standard Specification change or
         deviation.

5.2.     Performance Definitions

5.2.1.   Performance and noise certification rules will be those required to
         obtain FAR certification under the FAA Airworthiness Code as defined in
         the Type Specification.

5.2.2.   All performance data is based on the International Standard Atmosphere
         and specified variations. Unless otherwise stated all altitudes are
         pressure altitudes.

5.2.3.   Unless otherwise stated, take-off and landing performance is based upon
         a hard, smooth, dry and level runway surface with zero wind.

5.2.4.   Take-off and landing performance is based on the brakes and tires as
         specified in the aircraft configuration defined in the Preamble.


                                       7

<PAGE>

5.2.5.   Devices such as flaps, landing gear, speed brakes, wheel brakes,
         anti-skid and engines will be employed in the manner which provides the
         best performance standard consistent with approved operations.

5.2.6.   All guaranteed performance in this Part A is based upon no air bleed
         from the engines for airframe or engine anti-icing.

5.2.7.   For take-off and take-off climb performance, landing and landing climb
         performance, no air will be bled from the engine for air conditioning.

5.2.8.   For en route performance, engine bleeds consistent with normal
         operation of the air conditioning system, including recirculation, are
         assumed.

5.2.9.   Normal electrical services will be in use consistent with the typical
         load schedule given in the A319 Standard Specification.

5.2.10.  All guaranteed performance in this Part A assumes the use of approved
         fuel with a Lower Heating Value (the "LHV") of 18,590 BTU/lb. and with
         a specific gravity of 6.7 pounds / gallon as such.

5.3.     Compliance

5.3.1.   The Seller shall provide to Buyer a guarantee compliance report
         providing the compliance data for each Aircraft immediately prior to
         acceptance of the Aircraft by the Buyer (the "Guarantee Compliance
         Report") ***

5.3.2.   Compliance with the en-route one engine inoperative, takeoff distance,
         takeoff performance, second segment climb, landing distance, and
         external noise guarantees will be demonstrated with reference to
         performance data contained in the approved Flight Manual.

         Compliance with climb performance and speed will be demonstrated with
         reference to the IFP.

5.3.3.   ***

5.3.4.   The actual *** Aircraft specific range, used for determining compliance
         with the fuel burn and mission payload guarantees, will be defined as
         the IFP performance level corrected by the Correction Factor.

5.3.5.   The actual *** specific range, used for determining compliance with the
         fuel burn guarantee, will be defined upon delivery of each individual
         Aircraft as the ***.

5.3.6.   Fuel Burn Guarantee Compliance


                                       8
<PAGE>


         Compliance with the fuel burn guarantees shall be determined as
         follows:


         (i)      with respect to each Aircraft, if its actual *** Aircraft
                  specific range meets the guarantee level set forth in
                  Subparagraph 2.1 of this Part A.

         (ii)     with respect to the ***, if, upon delivery of any Aircraft,
                  the *** specific range meets the guarantee level set forth in
                  Subparagraph 2.2 of this Part A. ***

5.3.7    Compliance with the mission payload guarantees will be based on the
         actual *** Aircraft specific range as defined in Section 5.3.4 of this
         Part A and the actual Manufacturer's Weight Empty of the applicable
         Aircraft as determined pursuant to Subparagraph 5.3.8 of this Part A.

5.3.8    Compliance with the weight guarantees shall be demonstrated with
         reference to a weight compliance report.

6.       ADJUSTMENT OF GUARANTEES

         Should any change be made to any law, governmental regulation or
         requirement or interpretation thereof ("Rule Change") by any
         governmental agency subsequent to the date of the Agreement, and should
         such Rule Change (i) affect the Aircraft configuration or performance
         or both, and (ii) be required to obtain the Standard Airworthiness
         Certificate, the guarantees set forth herein shall be appropriately
         modified to reflect the effect(s) of any such Rule Change(s).

7.       EXCLUSIVE GUARANTEES

         The guarantees set forth in this Part A supersede any similar
         guarantees from AVSA that may be stated in the A319 Standard
         Specification or any other document, except for the guarantees set
         forth in Part B to this Letter Agreement.

8.       REMEDIES

8.1      General

8.1.1    In the event that the Seller fails to demonstrate compliance by one or
         more Aircraft ***, with any of the guarantees set forth in this Part A,
         the Seller shall

         ***

8.2      Fuel Burn

         The Compensation for failure to comply with either the guarantee set
         forth in 

                                       9
<PAGE>

         Subparagraph 2.1 or Subparagraph 2.2 of Part A of this Letter Agreement
         shall be ***

8.2.1    Deficiency of *** Aircraft

         In the event that an *** Aircraft fails to comply with the guarantee
         set forth in Subparagraph 2.1 of this Part A, the amount of
         Compensation ***

8.2.2    Deficiency of ***

         In the event that the *** fails to comply with the guarantee set forth
         in Subparagraph 2.2 of this Part A, the amount of Compensation ***

8.3      Payload

         The Compensation for failure to comply with either the guarantees set
         forth in Subparagraph 1.3, 1.4, Paragraph 3 or Subparagraph 4.2 of Part
         A of this Letter Agreement shall be ***

8.3.1    Mission Payload Range

         In the event that any Aircraft fails to meet either of the mission
         payload range guarantees in Paragraph 3 of this Part A, the amount of
         Compensation ***

8.3.2    Standard Usable Load

         In the event that any Aircraft or the *** fail to meet the guarantee
         levels specified in Subparagraph 4.2 of this Part A, the Compensation
         shall be ***

8.3.3    Take-Off

         In the event that an Aircraft fails to meet the take-off guarantees set
         forth in Subparagraph 1.3 or 1.4 of this Part A, the amount of
         Compensation shall be ***, provided that the Buyer demonstrates to the
         Seller that such deficiency adversely impacts the Buyer's operation of
         the affected Aircraft. With respect to Subparagraph 1.4 of this Part A,
         the amount of Compensation hereunder shall be ***

8.3.4    Landing

         In the event that an Aircraft fails to meet the landing guarantee set
         forth in Subparagraph 1.7 of this Part A, the amount of Compensation
         shall be ***, provided that the Buyer demonstrates to the Seller that
         such deficiency adversely impacts the Buyer's operation of the affected
         Aircraft.

8.4      Manufacturer's Weight Empty

                                       10
<PAGE>

         In the event that the Manufacturer's Weight Empty (MWE) of an ***
         Aircraft or of the *** exceeds the guarantee levels specified in
         Subparagraph 4.1 of this Part A, the amount of Compensation shall be
         ***.

8.5      Limitations and Conditions

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer which is provided to Seller for Seller
                  to perform the calculations of Compensation due hereunder.

         (ii)     If at any time following delivery of an Aircraft the Seller
                  restores the required performance level of an Aircraft which
                  has initially failed to meet the performance guarantee
                  requirements of Paragraphs 1, 2, 3, or 4 of this Part A, and
                  the Seller demonstrates compliance for such specific Aircraft
                  in accordance with the applicable compliance provisions of
                  this Part A, all payments of Compensation required under this
                  Part A with respect to such initial failure shall cease and
                  the Seller shall have no further obligation to the Buyer under
                  this Part A for such initial failure in respect of such
                  Aircraft. Seller shall demonstrate compliance by ***,
                  gathering data and producing a Guarantee Compliance Report
                  which demonstrates compliance for such specific Aircraft in
                  accordance with the applicable compliance provisions of this
                  Part A.

                  The compliance level achieved by such Aircraft shall be taken
                  into account for all ***calculations for the purposes of this
                  Part A.

         (iii)    ***

         (iv)     ***

         (v)      The Seller's maximum liability ***.

         (vi)     *** as aforesaid shall be deemed to settle any and all claims
                  and remedies of the Buyer against the Seller under this Part A
                  (***), but shall not settle or modify in any respect any other
                  claim or remedy of the Buyer against the Seller.

UNQUOTE

                                       11
<PAGE>

PART B                              ***

         AVSA, under its arrangement with the Manufacturer, has negotiated and
         obtained the following performance guarantees from the Manufacturer
         with respect to the Aircraft, subject to the terms, conditions,
         limitations and restrictions all as hereinafter set out. AVSA hereby
         guarantees to Northwest the performance by the Manufacturer of its
         obligations under these reliability guarantees and hereby assigns to
         Northwest, and Northwest hereby accepts, all of AVSA's rights and
         obligations as aforesaid under the said performance guarantees, and
         AVSA subrogates Northwest into all such rights and obligations in
         respect of the Aircraft. AVSA hereby warrants to Northwest that it has
         all requisite authority to make the foregoing assignment and effect the
         foregoing subrogation to and in favor of Northwest and that it will not
         enter into any amendment of the provisions so assigned or subrogated
         without the prior written consent of Northwest. Capitalized terms used
         in the following quoted provisions and not otherwise defined therein
         shall have the meanings assigned thereto in the Agreement, except that
         the term "Seller" refers to the Manufacturer and the term "Buyer"
         refers to AVSA.

QUOTE

         PREAMBLE

         A.       Assumptions:

                  The guarantees defined below in this Part B are applicable to
                  A319-100 Aircraft as described in the A319-100 Standard
                  Specification Ref. J.000.01000, Issue 3, dated March 29, 1995,
                  including Temporary Revision 1, dated August 25, 1995, on the
                  basis of the following assumptions:

                  (i)      Maximum Take Off Weight (MTOW) of ***

                  (ii)     fitting of either

                           (x)      the CFM International CFM56-5A4 engines
                                    (22,000 lbs thrust), or

                           (y)      the CFM International CFM56-5A5 engines
                                    (23,500 lbs thrust), except where otherwise
                                    noted.

         B.  Definitions:

                  (i)      For the purpose of this Part B of this Letter
                           Agreement only, the term "Aircraft" is defined as any
                           and all of the Airbus A319-100 model aircraft to be
                           acquired by the Buyer under the Agreement.

                  (ii)     ***

                                       12
<PAGE>

1.       GENERAL PROVISIONS

1.1      ***

1.2      The *** Guarantees in this Part B are contingent upon:

         ***

1.3.     ***

2.       FUEL BURN GUARANTEE

2.1      *** (expressed as a percentage) determined in accordance with the
         In-Flight Performance Program (IFP) to be supplied by the Seller.

2.2      ***

         The Seller guarantees to the Buyer that the *** shall not be worse than
         the IFP ***:

         ***

3.       MISSION PAYLOAD GUARANTEE

         The *** as stated in paragraph 2.2 of this part B shall allow the
         carrying of a guaranteed payload of not less than:

         ***

         over an equivalent still air stage distance of *** nautical miles
         (assumed representative of *** for a winter operation) when operated
         under the conditions described below.

         a)       In case of the *** as stated in Subparagraph 2.2 of this Part
                  B is modified according to Subparagraph 1.3 of this Part B,
                  the above guaranteed payload shall be modified accordingly,
                  using the following relationship:

                  ***
         b)       Available takeoff weight is assumed to be *** pounds.

         c)       The destination airport conditions are such to allow the
                  required landing weight to be used without performance
                  restrictions and without exceeding the Maximum Landing Weight
                  as defined in Type Specification referenced in the Preamble.

         Profile assumes the following:

                                       13
<PAGE>


         d)       Allowance of 250 pounds for engine start and taxi out.
                  Take-off and initial climb to 1,500 feet above airfield
                  elevation with acceleration to climb speed in ISA conditions
                  (two minutes time and fuel allowance). No distance credit for
                  takeoff climb to 1,500 feet. Climb from 1,500 feet above
                  airfield elevation up to a cruise altitude using maximum climb
                  thrust and cruise at a pressure altitude of 35,000 feet
                  stepping to 39,000 feet at a fixed Mach number of 0.78 and
                  descent to 1,500 feet above airfield elevation are conducted
                  in ISA conditions. Climb speeds to be used should be
                  250kt/280kt/M76 and descent speeds should be M76/250kt to 1500
                  feet. An allowance of 300 pounds of fuel is assumed for
                  approach and landing at the destination and also includes an
                  allowance for maneuvering fuel. No distance credit for
                  approach and landing and maneuvering.

         e)       Stage distance is defined as the distance covered during
                  climb, cruise, and descent as described in (d) above.

         f)       Trip fuel is defined as the fuel used during take-off and
                  initial climb, climb, cruise, descent, approach and landing
                  and maneuvering as described in (d) above.

         g)       Total fuel required shall not exceed *** pounds. Total fuel
                  required is defined as taxi out allowance, trip fuel, and fuel
                  on landing as described in (h) below.

         h)       At the end of approach and landing *** pounds of fuel shall
                  remain in the tanks.

         i)       The mission payload guarantee is based on an Operating Weight
                  Empty (OWE) composed of the actual *** Manufacturer's Weight
                  Empty (MWE) as demonstrated at delivery *** (but in no event
                  more than *** pounds), plus the following fixed allowances:

                  ***

4.       GENERAL GUARANTEE CONDITIONS

4.1.     Aircraft Configuration

         Seller reserves the right to make reasonable and appropriate
         adjustments to the guarantees in this Part B for any configuration
         change or deviation from the A319 Standard Specification which is
         agreed between Buyer and Seller subsequent to the date hereof, provided
         that any such adjustment is made contemporaneously with such A319
         Standard Specification change or deviation.

4.2.     Compliance

4.2.1.   ***


                                       14
<PAGE>

4.2.2.   ***

4.2.3.   ***

4.2.4.   ***

4.2.5.   ***

4.2.6.   ***

4.2.7.   ***

4.2.8    ***

5.       REMEDIES

5.1      General

5.1.1    In the event that the *** exceeds the guaranteed levels set forth in
         Subparagraph 2.2 of this Part B, then the Buyer and the Seller ***.

5.1.2    ***

5.1.3    ***

5.1.4    ***

5.2      Fuel Burn - ***

         In the event that the *** fails to comply with the guarantee set forth
         in Subparagraph 2.2 of this Part B, ***.

5.3      Mission Payload Range

         In the event that the *** fails to meet the mission payload range
         guarantee set forth in Paragraph 3 of this Part B, ***.

5.4      Limitations and Conditions

         (i)      The Seller shall have the right to review and verify data
                  collected by the Buyer which is provided to Seller for Seller
                  to perform the calculations of compensation due hereunder.

         (ii)     ***


                                       15
<PAGE>

         (iii)    The Seller's maximum liability ***.

         (iv)     ***

         (v)      *** shall be deemed to settle any and all claims and remedies
                  of the Buyer against the Seller under this Part B, but shall
                  not settle or modify in any respect any other claim or remedy
                  of the Buyer against the Seller.

         (vi)     The intent of Part B of this Letter Agreement is to provide
                  benefits to the Buyer as a result of the failure of the
                  Buyer's Aircraft (***) to achieve the performance level
                  stipulated in the guarantees set forth in this Part B. It is
                  not the intent, however, to duplicate benefits provided to the
                  Buyer by the Seller under Part A of this Letter Agreement as a
                  result of the same failure. ***.

         (vii )   ***

UNQUOTE

                                       16
<PAGE>


PART C                              GENERAL CONDITIONS

1.       NORTHWEST ACCEPTANCE OF PERFORMANCE GUARANTEES

         In consideration of the assignment and subrogation by AVSA under Part A
         and Part B of this Letter Agreement in favor of Northwest in respect of
         AVSA's rights against and obligations to the Manufacturer under the
         provisions quoted above, Northwest hereby accepts such assignment and
         subrogation and agrees to be bound by all of the terms, conditions and
         limitations therein contained.

2.       EXCLUSIVE LIABILITIES

         SUBJECT TO SUBPARAGRAPH 8.5 (vi) OF PART A OF THIS LETTER AGREEMENT AND
         SUBPARAGRAPH 5.4 (v) OF PART B OF THIS THIS LETTER AGREEMENT, THIS
         LETTER AGREEMENT SETS FORTH THE EXCLUSIVE GUARANTEES, WARRANTIES,
         EXCLUSIVE LIABILITIES AND EXCLUSIVE OBLIGATIONS OF AVSA, AND THE
         EXCLUSIVE REMEDIES AVAILABLE TO NORTHWEST, ARISING FROM ANY FAILURE OF
         ANY AIRCRAFT *** TO DEMONSTRATE COMPLIANCE WITH ANY OF THE GUARANTEES
         SET FORTH IN THIS LETTER AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY
         IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY
         ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
         TRADE, ANY OBLIGATION OR LIABILITY OF AVSA OR ANY RIGHT, CLAIM OR
         REMEDY OF NORTHWEST IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM
         AVSA'S NEGLIGENCE, ACTUAL OR IMPUTED, INTENTIONAL ACT, OR STRICT
         LIABILITY AND ANY OBLIGATION OR LIABILITY OF AVSA OR ANY RIGHT, CLAIM
         OR REMEDY OF NORTHWEST FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT,
         COMPONENT, EQUIPMENT, ACCESSORY OR PART, FOR LOSS OF USE, REVENUE OR
         PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR
         PART, OR FOR ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
         PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID PROVISION SHOULD
         FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE THE REMAINDER
         OF THIS PARAGRAPH C.2 SHALL REMAIN IN FULL FORCE AND EFFECT. THE
         PERFORMANCE GUARANTEES SET FORTH IN THIS LETTER AGREEMENT NO. 6 SHALL
         NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT
         SIGNED BY AVSA AND NORTHWEST.

4.       ASSIGNMENT

         Notwithstanding any other provisions hereof or of the Agreement, 
         this Letter Agreement and the rights and obligations of Northwest 
         hereunder shall not be assigned or transferred in any manner without 
         the prior written consent of AVSA and any attempted assignment or 
         transfer in contravention of the provisions of this sentence shall 
         be void and of no force and effect, provided 

                                       17
<PAGE>

however that the consent of AVSA shall not be necessary for an assignment by
Northwest of its rights hereunder to any Affiliate of Northwest if prior to or
concurrently with such assignment (x) Northwest executes and delivers to AVSA an
instrument in writing confirming to AVSA that Northwest remains liable for all
obligations, liabilities and responsibilities of the "Buyer" hereunder and (y)
such Affiliate executes and delivers to AVSA an instrument in writing confirming
to AVSA that such Affiliate assumes all obligations, liabilities and
responsibilities of the "Buyer" hereunder and agrees that it will remain an
Affiliate of the "Buyer" so long as any Aircraft subject to such assignment
remains to be delivered under the Agreement.


                                       18

<PAGE>


         If the foregoing terms and conditions are satisfactory, please indicate
your acceptance thereof by signing in the place indicated below.


                                        Very truly yours,

                                        AVSA, S.A.R.L.




                                        By:
                                           -------------------------------

                                        Its:
                                           -------------------------------


Agreed and Accepted

NORTHWEST AIRLINES, INC.




By:
   -------------------------------

Its:
   -------------------------------

                                       19
<PAGE>



                                                                      APPENDIX 1
                                                                      ----------

                                       ***


<PAGE>



                                                                      APPENDIX 2
                                                                      ----------

                                       ***



<PAGE>



                                                                      APPENDIX 3
                                                                      ----------

1)       Delivery schedule used for performance retention guarantees definition
         Part B

<TABLE>
<CAPTION>

  Aircraft No.       Month/Year of Delivery     Aircraft No.    Month/Year of Delivery
  ------------       ----------------------     ------------    ----------------------
<S>                    <C>                      <C>                 <C> 
       1               *** 1999                     26              *** 2001
       2               *** 1999                     27              *** 2001
       3               *** 1999                     28              *** 2001
       4               *** 1999                     29              *** 2001
       5               *** 1999                     30              *** 2001
       6               *** 1999                     31              *** 2002
       7               *** 1999                     32              *** 2002
       8               *** 1999                     33              *** 2002
       9               *** 1999                     34              *** 2002
       10              *** 1999                     35              *** 2002
       11              *** 2000                     36              *** 2002
       12              *** 2000                     37              *** 2002
       13              *** 2000                     38              *** 2002
       14              *** 2000                     39              *** 2002
       15              *** 2000                     40              *** 2002
       16              *** 2000                     41              *** 2003
       17              *** 2000                     42              *** 2003
       18              *** 2000                     43              *** 2003
       19              *** 2000                     44              *** 2003
       20              *** 2000                     45              *** 2003
       21              *** 2001                     46              *** 2003
       22              *** 2001                     47              *** 2003
       23              *** 2001                     48              *** 2003
       24              *** 2001                     49              *** 2003
       25              *** 2001                     50              *** 2003

</TABLE>




<PAGE>


                                                                      APPENDIX 3
                                                                      ----------


                                       ***


                                       2

<PAGE>





                             LETTER AGREEMENT NO. 7



                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  OTHER MATTERS

Dear Ladies and Gentlemen:

           Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319 Purchase Agreement, dated as of even date
herewith including all exhibits, appendixes and letter agreements thereto (the
"Agreement"), which covers, among other matters, the sale by AVSA and the
purchase by Northwest of certain Aircraft, under the terms and conditions set
forth in said Agreement. Northwest and AVSA have agreed to set forth in this
Letter Agreement No. 7 (the "Letter Agreement") certain additional terms and
conditions regarding the sale of the Aircraft. Capitalized terms used herein and
not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The terms "herein," "hereof" and "hereunder" and words
of similar import refer to this Letter Agreement.

           Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.         ***

1.1        ***

           ***

1.2        ***

2.         ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of Northwest
hereunder will not be assigned or transferred in any manner without the prior
written consent of AVSA, and any attempted assignment or transfer in
contravention of the provisions of this Paragraph 


<PAGE>

2 will be void and of no force or effect.


                                       2

<PAGE>



         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                      Very truly yours,

                                      AVSA, S.A.R.L.


                                      By:
                                         ----------------------------
                                      Its:
                                         ----------------------------


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:
   ---------------------------

Its:
   ---------------------------


                                       3
<PAGE>





                             LETTER AGREEMENT NO. 8


                                                        As of September 19, 1997



Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121


Re:      A319-100 AIRCRAFT FINANCING ***

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("NWA") and AVSA, S.A.R.L. ("AVSA") have
entered into an Airbus A319-100 Purchase Agreement dated as of even date
herewith (the "Agreement") which covers, among other matters, the sale by AVSA
and the purchase by NWA of certain A319-100 aircraft (the "Aircraft") as
described in the specifications annexed to said Agreement. NWA and AVSA have
agreed to set forth in this Letter Agreement (this "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft provided for
in the Agreement. The terms "herein", "hereof" and "hereunder" and words of
similar import refer to this Letter Agreement. Capitalised terms used herein and
not otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Agreement. The term "Lender" shall mean each of AVSA or an
affiliate of AVSA (for which purposes Airbus Finance Company Limited ("AFC") or
any of its affiliates will be treated as an affiliate).

This Letter Agreement shall not constitute part of the Agreement, but shall be a
separate and independent contract of financial accommodation.

A.       Aircraft Financing

1.       AVAILABILITY ***

1.1      In determining the cost of financing for NWA at delivery of each
         Aircraft, exposure under certain other financing arrangements between
         NWA and Airbus Industrie and its affiliates (for which purposes AFC or
         any of its affiliates will be treated as an affiliate) *** will be
         taken into account. It will be assumed, for the purposes of calculating
         *** under the facility outlined herein, at time of delivery of each
         Aircraft that *** of *** to *** will be the aggregate of (a) ***, (b)
         the unamortised principal balance at the time under the ***, (c)
         amounts of initial principal drawn but not fully repaid under the
         financing support outlined in *** and (d) the amount of *** drawn
         but not fully repaid in respect of each Aircraft delivered and financed
         under the facility described herein.


<PAGE>

1.2      Further, for the purposes of determining *** under the *** it will be
         assumed that the amount of *** of *** to *** under each *** at time of
         delivery of each Aircraft will be *** at the time, unless permanently
         *** prior to such time. In the event that *** is successful in
         restructuring in full the *** in respect of any ***, then the amount of
         exposure for the purposes of calculating *** under the facility
         described herein will be *** of the *** value per A320 aircraft.

1.3      For the purposes of determining *** of the facility under Sub-paragraph
         4.2 below, amortisation of delivered and financed Aircraft under the
         facility will be disregarded. *** provided by *** in respect of any of
         the Aircraft will not be taken into account in determining *** under
         the facility described herein. For the avoidance of doubt, Option
         Aircraft or Roll-Over Option Aircraft subsequently converted to Firm
         Aircraft (as defined in the Agreement) or Converted Aircraft (as
         defined in the Agreement) will not be covered by the facility described
         herein.

2.       ELECTION OF FINANCING

         Subject to the terms and conditions set forth herein, and, in
         particular to the terms of Paragraph 1.0 above, NWA may elect, with
         respect to any of the Aircraft or Converted Aircraft up to a maximum of
         ***) Aircraft from the initially firmly ordered ***, by informing AVSA
         in writing at least *** prior to delivery of such Aircraft to use the
         facility offered by AVSA as set forth in this section A. NWA may select
         either of the short or long term debt alternatives in respect of any
         Aircraft by providing written notice to AVSA no less than *** prior to
         scheduled delivery of each such Aircraft (the "Preliminary Notice
         Date"). NWA will be required to provide final written irrevocable
         notice (the "Final Notice Date") no less than *** prior to scheduled
         delivery of such Aircraft. In the event that NWA fails to give notice
         of its election to AVSA by the Preliminary Notice Date then AVSA will
         automatically be obliged to provide *** (as defined below) in respect
         of such Aircraft (unless NWA elects at such time to defer its decision
         to take *** in accordance with the terms of section *** below) and to
         provide or arrange the short-term debt alternative outlined below in
         Paragraph 5.0 in respect of such Aircraft under the terms hereunder
         outlined. Notwithstanding the foregoing, and in order to facilitate
         administrative planning, AVSA will be entitled to enquire of NWA from
         time to time and in advance of the Preliminary Notice Date as to NWA's
         likely intentions with regard to the financing of a relevant Aircraft.
         NWA hereby undertakes to provide a good faith response to any such
         enquiry which will not be binding on its ultimate intentions.

3.       POWERPLANTS MANUFACTURER

         CFMI will be responsible for providing financing *** in respect of
         every *** Aircraft for which NWA will have elected to have supported.
         AVSA will be responsible for arranging financing *** in respect of
         every *** Aircraft for which NWA will have elected to have supported.
         For the avoidance of doubt, the order in which such support is to be
         furnished by AVSA and CFMI will be the sequence in which NWA takes
         delivery and requests such support rather than the applicable delivery
         position number.

                                       2
<PAGE>

4.       THE FACILITY

4.1      Structure

         If NWA gives AVSA timely notice of its election with respect to any
         Aircraft, as provided in Paragraph 2.0 above, to use the financing set
         forth in this Paragraph 4.0, then AVSA will provide, or arrange for a
         Lender to provide, on the terms set forth below, a secured long-term
         debt financing (each an "A319 Long-Term Credit") of such Aircraft to
         NWA. NWA will be the borrower or lessee under the A319 Long-Term
         Credit. The amount of debt to be arranged or provided in any
         transaction shall not exceed *** of such Aircraft. The A319 Long-Term
         Credit financing may, at NWA's option, take either of the following
         forms, or a combination thereof:

         (i)      Senior secured financing pursuant to structures which provide
                  Section 1110 protection; ***; or

         (ii)     Structured as ***

4.2      Interest Rate

         (i)      The rate of interest applicable to each A319 Long-Term Credit
                  will be determined as set forth below:

                  The prevailing rate (expressed as *** at which *** could
                  borrow the same amount with the same tenor and on comparable
                  terms and security *** will be the "AVSA Benchmark Rate" wise,
                  the prevailing rate (expressed as *** at which NWA could
                  borrow the same amount with the same tenor and on comparable
                  terms and security at the same time *** will be the "NWA
                  Benchmark Rate ***. The rate of interest applicable to a
                  particular A319 Long-Term Credit will be the ***

         (ii)     Interest will be payable *** in the case of an A319 Long-Term
                  Credit pursuant to Sub-paragraph 4.1 (i) hereof or *** in the
                  case of Sub-paragraph 4.1 (ii) hereof. Such interest payments
                  will be made on the same dates as installments of principal
                  are payable.

4.3      Financing Term

         NWA may elect that each A319 Long-Term Credit may extend for any term
         up to a maximum of *** commencing upon delivery of the relevant
         Aircraft. Amortisation of the principal balance of each A319 Long-Term
         Credit will be on the basis of a ***. An A319 Long-Term Credit pursuant
         to Sub-paragraph 4.1 (ii) utilised in a ***.

4.4      Transfer and Assignment

                                       3
<PAGE>

         *** NWA hereby agrees to cooperate with each Lender to accommodate the
         efforts of the Lender to transfer, resell, assign or securitise the
         Financing *** There will, however, be ***. Each Lender will reimburse
         NWA's reasonable and adequately documented external legal and
         investment bank fees and expenses in respect of any resale, assignment,
         transfer, or securitisation.

         (i)      ***

         (ii)     If an initial Lender desires to effect the resale, transfer or
                  securitisation transaction in a registered public offering in
                  the United States, NWA hereby agrees to cooperate in the
                  preparation and filing of such registration statements and
                  other documents and to take such other actions as may
                  reasonably be requested by the Lender in order to assist in
                  the prompt completion of such public offering. ***

         (iii)    ***

         (iv)     In furtherance of any of the matters covered by this
                  Sub-paragraph 4.4, AVSA, each Lender and NWA shall undertake
                  in good faith to define a mutually beneficial process by which
                  the parties would coordinate each Lender's efforts to transfer
                  debt or debt securities with NWA's plans and efforts to raise
                  capital.

5.       SHORT-TERM DEBT FINANCING

         If NWA gives AVSA timely notice of its election with respect to any
         Aircraft, as provided in Paragraph 1 above, to use the financing
         alternative set forth in this Paragraph 5, then AVSA will provide, or
         arrange, on the terms set forth below, a secured short-term debt
         financing (an "A319 Short-Term Credit") of such Aircraft to NWA. The
         amount of debt to be arranged or provided in any such A319 Short-Term
         Credit transaction shall not exceed ***. The term of an A319 Short-Term
         Credit will not exceed *** from delivery of the relevant Aircraft.
         Interest will accrue and be paid *** by NWA at the rate of ***.
         Notwithstanding the foregoing, NWA may select on a per Aircraft basis
         *** as the interest base for the term of the A319 Short-Term Credit at
         least *** before drawdown in place of *** The principal balance of such
         financing will ***. In consideration, the Lender will be granted ***.
         Terms and conditions of the financing will conform to those applicable
         to ***, as appropriately modified in the definitive documentation. The
         documentation will contain customary terms regarding ***. NWA may ***.

6.       REPLACEMENT LONG-TERM DEBT FINANCING

         In the event that in respect of any Aircraft NWA does not elect at
         delivery to take an A319 Long-Term Credit then at any time, subject to
         written notice from NWA to AVSA of at least *** (the "A319 Replacement
         Long-Term Credit Notice Date"), AVSA will provide a *** long-term debt
         financing (an "A319 Replacement Long-Term Credit") to NWA in order to
         replace in full an A319 Short-Term Credit or *** in respect of such
         Aircraft. Notwithstanding the foregoing, however, and in order to
         facilitate administrative 

                                       4

<PAGE>

         planning, AVSA will be entitled to enquire of NWA from time to time and
         in advance of the A319 Replacement Long-Term Credit Notice Date as to
         NWA's likely intentions with regard to the financing of a relevant
         Aircraft. NWA hereby undertakes to provide a good faith response to any
         such enquiry which will not be binding on its ultimate intentions. Such
         A319 Replacement Long-Term Credit will be available to be drawn *** and
         will be provided on substantially the same terms as *** for such
         Aircraft except in the following ways:

         A)       ***

         B)       ***

         C)       ***

7.       FINANCING ARRANGEMENTS

         Each A319 Long-Term Credit, A319 Short-Term Credit or A319 Replacement
         Long-Term Credit (each a "Financing"), as appropriate, shall be
         arranged on terms consistent with this Letter Agreement and as
         subsequently negotiated among AVSA, NWA and the Lender. The
         documentation will contain customary terms regarding ***. The
         documentation will also contain customary terms regarding *** as
         appropriate.

7.1      Transaction Expenses and Conditions

         NWA will pay the Lender's reasonable and adequately documented external
         transaction expenses in relation to the Financing which will be
         reimbursed by NWA at ***. In the event, however, that NWA selects ***
         in the context of the A319 Long-Term Credit, then the Lender shall
         agree that *** may be treated as financed transaction expenses in such
         ***. In the event that NWA requests an A319 Long-Term Credit in respect
         of an Aircraft at the Preliminary Notice Date but decides at the Final
         Notice Date not to pursue this option, NWA will reimburse all AVSA's
         reasonable external legal expenses actually incurred and associated
         with the establishment and negotiation of such A319 Long-Term Credit
         for the period between the Preliminary Notice Date and the Final Notice
         Date.

         The Financing will reflect market terms and conditions. In the event
         that AVSA and NWA have a disagreement as to market terms and
         conditions, NWA and AVSA will consult *** in order to resolve such
         disagreement.

         Each Financing will contain appropriate conditions precedent *** (in
         the case of an A319 Long-Term Credit and an A319 Short-Term Credit)
         and/or, as appropriate, (ii) draw down of an A319 Replacement Long-Term
         Credit ***

7.2      Quiet Enjoyment

         (A)      Each Lender will covenant to NWA that it shall not, through
                  its own actions or 

                                       5

<PAGE>

                  inactions, interfere with, or suffer to exist with respect to
                  the Aircraft any lien attributable to the Lender which might
                  interfere with, NWA's (or any permitted sub-lessee's or
                  lessee's) continued possession, use and operation of, and
                  quiet enjoyment (including, without limitation, ***) of, the
                  Aircraft during the term of the Financing in accordance with
                  the terms thereof so long as NWA shall not have been duly
                  declared, or deemed to be declared, in default pursuant to the
                  Financing.

         (B)      ***

         (C)      ***

7.3      ***

8.       OTHER TERMS AND CONDITIONS

         Terms and Conditions applicable to each Financing shall include the
         following:

8.1      Insurance

         NWA will provide insurance (including public liability, property
         damage, war risk and hijacking insurance) with respect to the Aircraft
         against risks customarily insured against by NWA for similar aircraft,
         provided that public liability and property damage insurance shall be
         in an amount of at least *** per occurrence. NWA will also provide
         all-risk hull insurance in an amount equal to the outstanding principal
         balance from time to time (subject to self-insurance described below).
         NWA will retain the right to insure the Aircraft for amounts in excess
         of ***.

         NWA may self insure by way of deductible, premium adjustment or
         franchise provisions or otherwise, but in no case shall the aggregate
         amount of self-insurance with respect to public liability, property
         damage and all-risk hull insurance exceed during any policy year, with
         respect to all of the aircraft in NWA's fleet (including, without
         limitation, the Aircraft), ***.

         If at any time the Aircraft is not covered by insurance as required by
         the preceding paragraph NWA may not operate the Aircraft and must
         maintain ground insurance.

8.2      Maintenance

         NWA will maintain the Aircraft in as good an operating condition as
         when initially delivered to NWA under the facility, ordinary wear and
         tear excepted, in compliance with applicable laws and regulations and a
         maintenance programme approved by the government of registry, and in
         such condition as may be necessary to enable the Aircraft's
         airworthiness certification to be maintained in good standing at all
         times (with exceptions as to temporary periods of storage in accordance
         with applicable regulations 


                                       6

<PAGE>

         and as to the grounding by the FAA of all Airbus A319 series aircraft
         powered by engines of the same type as those with which the Aircraft
         shall be equipped at the time of such grounding), utilising, except
         during any period that a sublease (or lease in the case where NWA is
         the borrower) is in effect, the same manner of maintenance used by NWA
         with respect to similar aircraft operated by NWA and utilising, during
         any period that a sublease is in effect (or lease in the case where NWA
         is the borrower), the same manner of maintenance used by the sublessee
         (or lessee) with respect to similar aircraft operated by the sublessee
         (or lessee). NWA will have the right at any time during the term of any
         Financing to substitute for any engine another compatible engine having
         a value and utility (except for maintenance cycle condition) of the
         engine being replaced.

8.3      Events of Default

         Events of default for each Financing shall be as follows:

         (i)      failure to make any payment of principal or interest *** for a
                  period of *** after due, and failure to make any other payment
                  for a period of ***.

         (ii)     failure to maintain required insurance and any such failure is
                  not cured within ***.

         (iii)    failure to perform in any material respect any other covenants
                  and such failure continues for a period ***.

         (iv)     material failure of representations or warranties (other than
                  tax representations and warranties) to be true and correct and
                  the same remains uncured for a period of ***.

         (v)      customary bankruptcy and insolvency events of default. ***

8.4      Sublease or Lease

         Provided an event of default shall not have occurred and be continuing,
         NWA will have the right at any time to sublease, ***, the Aircraft (i)
         without Lender consent to any air carrier holding ***, (ii) to any
         entity approved in writing by the Lender, (iii) without Lender consent
         to any entity domiciled in a country designated on Exhibit 1 hereto (it
         being understood that the Lender will use reasonable efforts to include
         *** on such list (for the purposes of sublease or lease or
         reregistration, as appropriate) to the extent that the inclusion of any
         such countries is reasonably commercially available without adversely
         affecting any of the other terms or provisions of the transaction for
         the Lender, or (iv) without Lender consent to *** in a country that
         would not otherwise be restricted, in any event for a period or period
         not to exceed the term of each A319 Long-Term Credit or A319
         Replacement Long-Term Credit, as appropriate, and further provided
         that, at any time whilst *** or any of their affiliates is a Lender,
         the number of *** and/or *** (as appropriate) to *** does not exceed
         *** (including ***) supported at such time by ***, 


                                       7

<PAGE>

         and provided further that the number of *** (as appropriate) does not
         exceed ***. Any such ***. In addition to the rights to *** NWA, without
         prior approval, may *** do any of the following: (i) subject the
         Aircraft or engines or parts to normal interchange or pooling or
         similar arrangements; (ii) deliver possession of the Aircraft or any
         engine to third parties for testing, modification, maintenance, repair
         or overhaul; (iii) install any engine on other airframes; and (iv)
         subject the Aircraft or any engine to (a) the United States Civil
         Reserve Air Fleet Program, (b) contracts with the United States
         government or agency thereof, or (c) "wet" leases with third parties.

8.5      Aircraft Registration

         The Aircraft will initially be registered with the FAA. NWA may at any
         time reregister the Aircraft in a foreign country in accordance with
         the terms contained in Exhibit 2 hereto, it being understood that there
         are no ***. It is also agreed that such terms should reflect terms ***.

B.       ***

1.       ***

2.       ***

2.1      ***

2.2      ***

2.3      ***

3.       ***

4.       ***

5.       ***

6.       ***

7.       ***

9.       ***

10.      ***

10.1     ***

         (a)      ***


                                       8
<PAGE>

         (b)      ***

         (c)      ***

         (d)      ***

         (e)      ***

         (h)      ***

10.2     ***

         (a)      ***

         (b)      ***

         (c)      ***

         (d)      ***

         (e)      ***

10.3     ***

10.4     ***

10.5     ***

         (a)      ***

         (b)      ***

         (c)      ***

10.6     ***

10.7     ***

         (a)      ***

         (b)      ***

         (c)      ***


                                       9
<PAGE>

                  (i)      ***

                  (ii)     ***

10.8     ***

10.9     ***

10.10    ***

10.11    ***

10.12    ***

         (a)      ***

         (b)      ***

11.      ***

12.      ***

C.       General

1.       TERMINATION

         During the term of this Letter Agreement, each of the commitments of
         AVSA set forth herein shall be subject to the non-occurrence of any of
         the events described in this Paragraph C.1.0, and should any event
         described in Sub-paragraphs (a), (b) or (c) to this occur, this Letter
         Agreement and the commitments of AVSA hereunder shall automatically
         terminate without notice of any kind and without prejudice to any other
         rights or remedies that may be exercised by AVSA.

         (a) NWA shall have:

                  (1)      made a general assignment for the benefit of
                           creditors or become insolvent;

                  (2)      filed a voluntary petition in bankruptcy;

                  (3)      petitioned for or acquiesced in the appointment of
                           any custodian, receiver, trustee or similar officer
                           to liquidate or conserve its business or any
                           substantial part of its assets;

                  (4)      commenced under the laws of any competent
                           jurisdiction any proceedings 


                                       10
<PAGE>

                           involving its insolvency, bankruptcy, reorganisation,
                           readjustment of debt, dissolution or liquidation or
                           any other similar proceeding for the relief of
                           debtors;

                  (5)      become the object of any proceeding or action of the
                           type described in (3) or (4) above that remains
                           undismissed or unstayed for a period of thirty (30)
                           or more days; or

                  (6)      admitted in writing and become unable generally to
                           pay its debts as they become due.

         (b)      The Agreement shall have terminated on account of a material
                  breach by NWA or for any other reason or if NWA shall be in
                  material default of any of its obligations thereunder ***

         (c)      NWA or any of its affiliates shall have materially defaulted
                  under any Financing or with respect to any other monetary
                  obligation owing to AVSA or any of its affiliates whether or
                  not related to any Financing.

2.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of NWA
         and AVSA hereunder (excluding, for the avoidance of doubt, for the
         purposes of this Paragraph the rights and obligations under a Financing
         ***) will not be assigned or transferred or mortgaged or pledged in any
         manner without the prior written consent of either party hereunder, and
         any attempted assignment or transfer in contravention of the provisions
         of this Paragraph will be void and of no force and effect.

3.       ***

4.       MISCELLANEOUS PROVISIONS

         (a)      Notices

                  All notices and requests required or authorised hereunder
                  shall be given in writing either by personal delivery to a
                  responsible officer of the party to whom the same is given or
                  by commercial courier or mail or by electronic transmission to
                  the addresses set forth below. The date upon which any such
                  notice or request is so personally delivered or delivered by
                  commercial courier or mail, or if such notice or request is
                  given by electronic transmission, the date upon which sent,
                  shall be deemed to be the effective date of such notice or
                  request.

           AVSA shall be addressed at:


                                       11

<PAGE>

                 2, rond-point Maurice Bellonte
                 31700 BLAGNAC, FRANCE

                 Attention:       Director - Contracts
                 Telephone:       (33) 5 61 30 40 12
                 Telex:           AVSA 521155F
                 Fax:             (33) 5 61 30 40 11

           And NWA shall be addressed at:

                 2700 Lone Oak Parkway
                 Eagan, Minnesota 55121, USA

                 Attention:       Senior Vice President and Treasurer
                                  and Vice President of Northwest Aircraft Inc.
                 Telephone:       (1) 612 726 2274
                 Fax:             (1) 612 726 2488

         or at such other address or to such other address or to such other
         person as the party receiving the notice or request may designate from
         time to time.

         (b)      Waiver

         The failure of either party to enforce at any time any of the
         provisions of this Letter Agreement, or to exercise any right herein
         provided, or to require at any time performance by any other party of
         any of the provisions hereof, will in no way be construed to be a
         present or future waiver of such provisions nor in any way to affect
         the validity of this Letter Agreement or any part hereof or the right
         of the other party thereafter to enforce each and every provision. The
         express waiver by either party of any provision, condition or
         requirement of this Letter Agreement shall not constitute a waiver of
         any future obligation to comply with such provision, condition or
         requirement.

         (c)      Interpretation and Law

         THIS LETTER AGREEMENT AND ANY DOCUMENTS PERTAINING TO ANY OF THE
         FINANCING PROVIDED HEREUNDER WILL BE GOVERNED BY AND CONSTRUED, AND THE
         PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OF
         THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY
         RESIDENTS THEREOF AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE;
         INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. Each
         of AVSA and NWA (i) hereby irrevocably submits itself to the
         non-exclusive jurisdiction of the courts of the State of New York, New
         York County, of the United States, and to the non-exclusive
         jurisdiction of the United States District Court for the Southern
         District of New York, for the purposes of any suit, action or other


                                       12
<PAGE>

         proceeding arising out of this Letter Agreement, the subject matter
         hereof or any of the transactions contemplated hereby brought by any
         party or parties hereto, and (ii) hereby waives, and agrees not to
         assert, by way of motion, as a defence, or otherwise, in any such suit,
         action or proceeding, to the extent permitted by applicable law, any
         defence based on sovereign or other immunity or that any suit, action
         or proceeding is brought in an inconvenient forum, that the venue of
         such suit, action or proceeding is improper, or that this Letter
         Agreement or the subject matter hereof or any of the transactions
         contemplated hereby may not be enforced in or by such courts.

         (d)      Confidentiality

         Subject to any legal or governmental requirements of disclosure, the
         parties (which for this purpose shall include their employees, agents
         and advisers) shall maintain the terms and conditions of this Letter
         Agreement strictly confidential. Without limiting the generality of the
         foregoing, NWA and AVSA will limit the disclosure of the contents of
         this Letter Agreement, to the extent legally permissible, in any filing
         required to be made with any governmental agency and shall make such
         applications as shall be necessary to implement the foregoing. NWA and
         AVSA shall consult with each other prior to the making of any public
         disclosure or filing, otherwise permitted hereunder, of this Letter
         Agreement or the terms and conditions hereof. In the event that NWA
         receives any other disclosure request from any government or any
         branch, agency or instrumentality thereof or any government-related
         entity, which NWA believes would be advisable to satisfy in whole or in
         part, NWA and AVSA will consult and AVSA will not unreasonably withhold
         its consent to such disclosure. Notwithstanding anything in this
         Paragraph to the contrary, AVSA may deliver a copy of this Letter
         Agreement to CFMI. The provisions of this Paragraph shall survive any
         termination of this Letter Agreement.

         (e)      Severability

         In the event that any provision of this Letter Agreement should for any
         reason be held to be without effect, the remainder of this Letter
         Agreement shall remain in full force and effect. To the extent
         permitted by applicable law, each party hereto hereby waives any
         provision of law which renders any provision of this Letter Agreement
         prohibited or unenforceable in any respect.

         (f)      Alterations to Contract

         This Letter Agreement contains the entire agreement between the parties
         with respect to the subject matter hereof and supersedes any previous
         understanding, commitments or representations whatsoever, oral or
         written.

         (g)      Language

         All correspondence, documents and any other written matters in
         connection with this Letter Agreement shall be in English.


                                       13

<PAGE>

         (h)      Headings

         All headings in this Letter Agreement are for convenience of reference
         only and do not constitute a part of this Letter Agreement.

         (i)      Counterparts

         This Letter Agreement may be executed by the parties hereto in separate
         counterparts, each of which when so executed and delivered shall be an
         original, but all such counterparts shall together constitute but one
         and the same instrument.

If the foregoing correctly sets forth our understanding, please execute the
original and one (1) copy hereof in the space provided below and return a copy
to AVSA.

                                      Very truly yours,

                                      AVSA, S.A.R.L.



                                      By:
                                         -------------------------
                                      Its:
                                          ------------------------
                                      Date:
                                           -----------------------

Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:
   -------------------------

Its:
    ------------------------

Date:
     -----------------------


                                       14
<PAGE>



EXHIBIT 1

                  Schedule of domiciles of ***

1 So long as on the date of entering into the proposed *** such country and the
United States have diplomatic relations as good as those in effect as of the
date of this Letter Agreement with respect to the applicable Aircraft.


<PAGE>

                                                                       EXHIBIT 2


         The Lender will agree that, ***


                                       1

<PAGE>





                             LETTER AGREEMENT NO. 9



                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  ***

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other matters, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 9 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       ***

1.1      ***

1.2      ***

1.2.1    ***

1.2.2    ***:

         (i)      ***;

         (ii)     ***;




<PAGE>


         (iii)    ***; and

         (iv)     ***

2.       ASSIGNMENT

Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of Northwest
hereunder will not be assigned or transferred in any manner without the prior
written consent of AVSA, and any attempted assignment or transfer in
contravention of the provisions of this Paragraph 2 will be void and of no force
or effect.


                                       2

<PAGE>



         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                        Very truly yours,

                                        AVSA, S.A.R.L.


                                        By:
                                           ---------------------------
                                        Its:
                                            --------------------------

Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:
   ---------------------------
Its:
    --------------------------


                                       3

<PAGE>





                             LETTER AGREEMENT NO. 10


                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  A319-100 SPECIAL APPLICATION

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 10 (the "Letter Agreement") certain
additional terms and conditions regarding the sale of the Aircraft. Capitalized
terms used herein and not otherwise defined in this Letter Agreement will have
the meanings assigned thereto in the Agreement. The terms "herein," "hereof" and
"hereunder" and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       Airbus Industrie Financial Services ("AIFS") and NWA have entered into
         the Restated and Amended Loan Agreement (the "AIFS Term Loan") dated as
         of 29 March 1996. AIFS is interested in *** and NWA is interested in
         *** before the stated maturity of the AIFS Term Loan.

2.       AVSA agrees to procure that AIFS, or its agent, will meet with NWA
         within ninety (90) days of signature of the Agreement with a view to
         discussing in good faith how the objectives identified above might be
         met. ***.

3.       ***

4.       ASSIGNMENT

         Notwithstanding any other provision of this Letter Agreement or of the
         Agreement, this Letter Agreement and the rights and obligations of
         Northwest hereunder will not



<PAGE>


         be assigned or transferred in any manner without the prior written
         consent of AVSA, and any attempted assignment or transfer in
         contravention of the provisions of this Paragraph 4 will be void and of
         no force or effect.

         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                        Very truly yours,

                                        AVSA, S.A.R.L.


                                        By:
                                           -----------------------
                                        Its:
                                            ----------------------


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:
   ----------------------------
Its:
    ---------------------------


                                       2
<PAGE>





                             LETTER AGREEMENT NO. 11


                                                        As of September 19, 1997


Northwest Airlines, Inc.
2700 Lone Oak Parkway
Eagan, Minnesota 55121

Re:  MISCELLANEOUS MATTERS

Dear Ladies and Gentlemen:

         Northwest Airlines, Inc. ("Northwest"), and AVSA, S.A.R.L. ("AVSA"),
have entered into an Airbus A319-100 Purchase Agreement, dated as of even date
herewith (the "Agreement"), which covers, among other things, the sale by AVSA
and the purchase by Northwest of certain Aircraft, under the terms and
conditions set forth in said Agreement. Northwest and AVSA have agreed to set
forth in this Letter Agreement No. 1 (the "Letter Agreement") certain additional
terms and conditions regarding the sale of the Aircraft. Capitalized terms used
herein and not otherwise defined in this Letter Agreement will have the meanings
assigned thereto in the Agreement. The terms "herein," "hereof" and "hereunder"
and words of similar import refer to this Letter Agreement.

         Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Agreement, that the provisions of said
Agreement are hereby incorporated herein by reference, and that this Letter
Agreement will be governed by the provisions of said Agreement, except that if
the Agreement and this Letter Agreement have specific provisions that are
inconsistent, the specific provisions contained in this Letter Agreement will
govern.

1.       ADDITIONAL AGREEMENTS ON TAX, DUTIES AND IMPOSTS

         With respect to the provisions of Subclause 4.3 of the Agreement, 
         Northwest and AVSA agree that taxes, duties, tariffs, imposts or 
         similar charges levied, assessed, charged or collected under the 
         laws of ***

2.       INEXCUSABLE DELAY

2.1      AVSA hereby agrees to ***

2.2      AVSA hereby agrees to ***

2.3      ***

3.       ASSIGNMENT



<PAGE>


Notwithstanding any other provision of this Letter Agreement or of the
Agreement, this Letter Agreement and the rights and obligations of Northwest
hereunder will not be assigned or transferred in any manner without the prior
written consent of AVSA, and any attempted assignment or transfer in
contravention of the provisions of this Paragraph 3 will be void and of no force
or effect.


                                       2

<PAGE>





         If the foregoing correctly sets forth our understanding, please execute
the original and one (1) copy hereof in the space provided below and return a
copy to AVSA.

                                        Very truly yours,

                                        AVSA, S.A.R.L.


                                        By:
                                           ---------------------------
                                        Its:
                                            --------------------------


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:
   ---------------------------
Its:
    --------------------------


                                       3