<PAGE>








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

                               C O N T E N T S

<TABLE>
<CAPTION>

     CLAUSES        TITLE                                                  PAGE
     -------        -----                                                  ----
     <C>            <S>                                                    <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
--------
<C>                 <S>
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   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                         A REQUEST FOR CONFIDENTIAL TREATMENT}

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:
<PAGE>

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:

          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.  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          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

                                      1
<PAGE>

          (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
               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

                                      2
<PAGE>

          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.

          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

                                      3
<PAGE>

          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.

          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 Roll-Over 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.

                                      4
<PAGE>

          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.

          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.

                                      5
<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.

                                      6
<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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, AVSA shall have notified Northwest in writing
          within {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE

                                      7
<PAGE>

          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 FAA approval is not subsequently
          obtained, any SCN executed in connection with such proposed change
          will be {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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.

                                      8
<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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}, and

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

                    US$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

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 in Subclause 5.1 hereto.


                                      9
<PAGE>

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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

                Said Base Price has been calculated with reference to the
                Reference Price indicated by CFM International of US$
                {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

                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;


                                      10
<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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} 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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT}.

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


                                      11
<PAGE>

          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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT}. If Northwest is compelled by law to
          pay such taxes, 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

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.


                                      12
<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.


                                      13
<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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.


                                      14
<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 the sum of {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.


                                      15

<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.
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

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

                                        16

<PAGE>

          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 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.

                                        17

<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} acting as observers, of whom not more than
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} hours.

8.1.2     AVSA will offer to Northwest a briefing prior to acceptance of each
          Aircraft and {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} hour simulator session for {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
          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

                                        18

<PAGE>

          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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
          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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT}.

8.2       USE OF AIRCRAFT

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

          (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 {CONFIDENTIAL MATERIAL OMITTED AND
                FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} flight hours
                in the case of each Aircraft),

          (ii)  without Northwest's prior consent, to obtain the certificates
                required under Clause 2 hereof {CONFIDENTIAL MATERIAL OMITTED
                AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} flight hours accumulated
          during Demonstration Flights.  {CONFIDENTIAL MATERIAL

                                        19

<PAGE>

          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} Such
          credit will be equal to the product of (i) the number of flight hours
          accumulated {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} for Demonstration Flights and (ii) US$
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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.

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

                                        20

<PAGE>

               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,
          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

                                        21

<PAGE>

          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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}  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.

                                        22

<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.  {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

          *{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

<TABLE>

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>

                                        23

<PAGE>

          Not later than {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Working Days in Germany before or after
          the originally scheduled date.

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 {CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} Working Days
               after the firm delivery date established pursuant to Subclause
               9.1 due to the fault of Northwest, or

          (ii) within {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} days after delivery of the Aircraft
               Northwest has failed to remove such Aircraft from the place of
               delivery

                                           24
<PAGE>

               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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                           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, {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}, 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.

                                     26

<PAGE>
10.2      UNANTICIPATED DELAY

          In the event that the delivery of any Aircraft is delayed by reason
          of an Excusable Delay for a period of more than {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
          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 {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} days after the
          expiration of such {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} month period.  In the event such delay
          continues for an additional {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} month period after the expiration
          of such {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} days after the end of such additional
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} with
          respect to such affected Aircraft, {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.  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 Aircraft for a period of more than
          {CONFIDENTIAL MATERIAL OMITTED AND

                                     27

<PAGE>

          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} days after Northwest's
          receipt of such notice, Northwest (and, {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}, 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} with respect to such affected Aircraft
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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 economic repair, AVSA will notify Northwest in writing
          within {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} days
          after receipt by Northwest of the notice from AVSA of such loss,
          destruction or damage, that

                                     28

<PAGE>

          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;
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} with respect to such lost, destroyed or
          damaged Aircraft {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.  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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                     29

<PAGE>

11 -      INEXCUSABLE DELAY

11.1      LIQUIDATED DAMAGES

          Should an Aircraft not be ready for delivery to Northwest within
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} in relation to such Aircraft
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                     30

<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} after such twelve (12) month
          period, to terminate this Agreement in respect only of the Aircraft
          that is subject to such delay {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} AVSA will repay to Northwest all
          amounts required by {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} in relation to such Aircraft
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

11.6      PRICE REVISION

          Notwithstanding the provisions of Clause 5, {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

11.7      BUYER FURNISHED EQUIPMENT

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} pursuant to the provisions of this Clause 11,
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} prior to exercising its rights under this
          Subclause 11.7.

11.8      REMEDIES

          THIS CLAUSE 11 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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

                                     31

<PAGE>

          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.

                                     32
<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

                                     33
<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

                                    34
<PAGE>

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 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.

                                    35
<PAGE>

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} after delivery of the affected Aircraft.

12.1.4    BUYER'S REMEDY AND SELLER'S OBLIGATION

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

                                    36
<PAGE>

          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 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.

                                      37
<PAGE>

          (ii)  TRANSPORTATION {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT}

                Transportation {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} for sending
                a defective Warranted Part to the facilities designated by
                the Seller will be borne by the Buyer {CONFIDENTIAL MATERIAL
                OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          (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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          (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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                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.  {CONFIDENTIAL MATERIAL OMITTED AND
                FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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

                                    38
<PAGE>

               (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
                         {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                         WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                         A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL
                         MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                         REQUEST FOR CONFIDENTIAL TREATMENT}, it being
                         understood that for batches of Service Bulletins, the
                         Seller will only count individual Service Bulletins
                         with more than {CONFIDENTIAL MATERIAL OMITTED AND FILED
                         SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                         PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} days after such defect
               becomes apparent.  Such form must contain at least the following
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}:

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

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

               (c)  description of the defective part,

                                    39
<PAGE>

               (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 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.

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                    40
<PAGE>

          (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 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.

                                      41
<PAGE>

          (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

                 (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 {CONFIDENTIAL MATERIAL
                 OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                 EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                 TREATMENT} 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 {CONFIDENTIAL
                 MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                 AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT} 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:

                                      42
<PAGE>

                      - 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,

                 (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
                      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                      WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                      A REQUEST FOR CONFIDENTIAL TREATMENT} 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").

                                      43
<PAGE>

                 (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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
                 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} of the
                 Seller's then current catalog price {CONFIDENTIAL MATERIAL
                 OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                 EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                 TREATMENT} 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

                 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
                 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                 REQUEST FOR CONFIDENTIAL TREATMENT} 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.

                                      44
<PAGE>

          (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

          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.

                                      45
<PAGE>

          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

          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.

                                      46
<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} 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

          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:   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} 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.

                                      47
<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                 WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                 REQUEST FOR CONFIDENTIAL TREATMENT}.

          (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 {CONFIDENTIAL
                 MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                 AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT} 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 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.  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.

                                      48
<PAGE>

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.

          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

                                      49
<PAGE>

          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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT}, 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

                                      50
<PAGE>

          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

          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.

                                      51
<PAGE>

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
          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;

                                      52
<PAGE>

          (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;

               (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

                                      53
<PAGE>

          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 {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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 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;

                                      54
<PAGE>

          (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;

               (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

                                      55
<PAGE>

          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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

                                      56
<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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,

                                      57
<PAGE>

                    (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").

          (2)  to the extent of {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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,

                                      58
<PAGE>

          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 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

                                      59
<PAGE>

          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
          WRITTEN INSTRUMENT SIGNED BY AVSA AND NORTHWEST.

                                      60
<PAGE>

14 -      TECHNICAL PUBLICATIONS

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

                                      61
<PAGE>

15 -      FIELD ASSISTANCE

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

                                      62
<PAGE>

16 -      TRAINING

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

                                      63
<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}. 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.

                                      64
<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,

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

                                      65
<PAGE>

          (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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} days after the

                                      66
<PAGE>

          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 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. {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

                                      67
<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 {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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 for providing to Northwest all or any of the services
          described in this Agreement.  {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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.

                                      68
<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.

                                      69
<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 {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT}.

          (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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}, 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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          (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)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                     70

<PAGE>

          (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).

          (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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT}, 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                     71

<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 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

                                     72

<PAGE>

          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.  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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 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,

                                     73

<PAGE>

          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 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.

                                     74

<PAGE>

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


AVSA, S.A.R.L.


By:       /s/ M. Lascaux
          ---------------------------------------------
Title:    Director Contracts


NORTHWEST AIRLINES, INC.


By:       /s/ M. D. Powers
          ----------------------------------------------
Title:    Vice President - Finance and Assistant Treasurer

                                     75

<PAGE>

                                                                       EXHIBIT A

       The A319 Standard Specification is contained in a separate folder.


<PAGE>

                                                                      EXHIBIT B

-------------------------------------------------------------------------------
       RFC                       DESCRIPTION OF CUSTOMER OPTIONS
-------------------------------------------------------------------------------
  {CONFIDENTIAL   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
     MATERIAL     SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
   OMITTED AND    CONFIDENTIAL TREATMENT}
      FILED
 SEPARATELY WITH
  THE SECURITIES
   AND EXCHANGE
    COMMISSION
  PURSUANT TO A
   REQUEST FOR
   CONFIDENTIAL
    TREATMENT}
-------------------------------------------------------------------------------
<PAGE>
                                                                      EXHIBIT B

-------------------------------------------------------------------------------
        RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
   {CONFIDENTIAL   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
     AND FILED     REQUEST FOR CONFIDENTIAL TREATMENT}
  SEPARATELY WITH
  THE SECURITIES
   AND EXCHANGE
    COMMISSION
   PURSUANT TO A
    REQUEST FOR
   CONFIDENTIAL
    TREATMENT}
-------------------------------------------------------------------------------

                                   Exh. B-2
<PAGE>
                                                                      EXHIBIT B

-------------------------------------------------------------------------------
        RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
   {CONFIDENTIAL   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
     AND FILED     REQUEST FOR CONFIDENTIAL TREATMENT}
  SEPARATELY WITH
  THE SECURITIES
   AND EXCHANGE
    COMMISSION
   PURSUANT TO A
    REQUEST FOR
   CONFIDENTIAL
    TREATMENT}
-------------------------------------------------------------------------------

                                   Exh. B-3
<PAGE>

                                                                      EXHIBIT B
-------------------------------------------------------------------------------
     RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
   {CONFIDENTIAL   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED  THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
     AND FILED     REQUEST FOR CONFIDENTIAL TREATMENT}
  SEPARATELY WITH
  THE SECURITIES
   AND EXCHANGE
    COMMISSION
   PURSUANT TO A
    REQUEST FOR
   CONFIDENTIAL
    TREATMENT}
-------------------------------------------------------------------------------

                                   Exh. B-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).

                                   Exh. D-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.

                                  Exh. D-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.)
<PAGE>

          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
                         ----
                    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.

                                  Exh. E-2
<PAGE>

          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 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.

                                  Exh. 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


<PAGE>

2.5.3     FOR AIRBRAKES, SPOILERS, LIFT DUMPERS:

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

                                  Exh. G-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.

                                  Exh. G-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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}, inclusive.  Hereinafter, the
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} are collectively referred to as the "AVSA
          Credit Memoranda."
<PAGE>

          (i)       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (ii)      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (iii)     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (iv)      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (v)       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (vi)      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (vii)     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}.

          (viii)    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                    WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}, the AVSA Credit
                    Memoranda (excluding any portion thereof applied pursuant to
                    Subparagraph 1.3

                                    LA 1-2
<PAGE>

                    (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
                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                    REQUEST FOR CONFIDENTIAL TREATMENT}, or

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

2.        FLIGHT TRAINING SUPPORT

2.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} in flight training equipment and data package
          upgrade value, in accordance with Appendix 1 hereto, Northwest will

          (i)  pay to AVSA or its Affiliates {CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}, AND, in
               addition,

          (ii) provide AVSA or its Affiliates or cause to be provided
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

2.2.3     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                    LA 1-3
<PAGE>

2.2.4     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

3.1       AVSA will provide, or cause to be provided, {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

3.2       AVSA will arrange for the delivery of the {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

4.        CERTAIN AIRCRAFT EQUIPMENT SUPPORT

4.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          AVSA will provide, {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR

                                    LA 1-4
<PAGE>

          CONFIDENTIAL TREATMENT}

          Should Northwest elect to install {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

5.        JOINT PROMOTION

5.1       For the promotion of the Aircraft in Northwest's fleet, AVSA will
          provide to Northwest {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

5.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

6.        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 6 will be void and of no force or effect.

                                    LA 1-5
<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:  /s/ M. Lascaux
                                   Its: Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                    LA 1-6
<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 {CONFIDENTIAL MATERIAL OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT} 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>
{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE  {CONFIDENTIAL
 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR  MATERIAL OMITTED
 CONFIDENTIAL TREATMENT}                                       AND FILED
                                                               SEPARATELY WITH
                                                               THE SECURITIES
                                                               AND EXCHANGE
                                                               COMMISSION
                                                               PURSUANT TO A
                                                               REQUEST FOR
                                                               CONFIDENTIAL
                                                               TREATMENT}
-------------------------------------------------------------------------------
</TABLE>

                                    LA 1 App. 1-1
<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} it being understood that such Available
          Delivery Positions will be subject to {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST
<PAGE>

          FOR CONFIDENTIAL TREATMENT}

2.        OPTION AIRCRAFT

2.1       OPTION TO FIRMLY ORDER

          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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} per Option Aircraft for which Northwest has
          exercised its option to firmly order such Option Aircraft (the "Option

                                    LA 2-2
<PAGE>

          Fee").  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.4.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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) {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT},
          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

          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>
           {CONFIDENTIAL        {CONFIDENTIAL MATERIAL         {CONFIDENTIAL         {CONFIDENTIAL MATERIAL
          MATERIAL OMITTED      OMITTED AND FILED             MATERIAL OMITTED       OMITTED AND FILED
             AND FILED          SEPARATELY WITH THE              AND FILED           SEPARATELY WITH THE
        SEPARATELY WITH THE     SECURITIES AND EXCHANGE     SEPARATELY WITH THE      SECURITIES AND EXCHANGE
           SECURITIES AND       COMMISSION PURSUANT TO A       SECURITIES AND        COMMISSION PURSUANT TO A
        EXCHANGE COMMISSION     REQUEST FOR CONFIDENTIAL    EXCHANGE COMMISSION      REQUEST FOR CONFIDENTIAL
           PURSUANT TO A        TREATMENT}                      PURSUANT TO A        TREATMENT}
            REQUEST FOR                                        REQUEST FOR
            CONFIDENTIAL                                       CONFIDENTIAL
             TREATMENT}                                         TREATMENT}

</TABLE>

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

                                    LA 2-3
<PAGE>

          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 ({CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}, unless otherwise agreed between
          AVSA and Northwest), and shall be deemed to amend the Option Aircraft
          Delivery Schedule.  {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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
          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.

                                    LA 2-4
<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 6 (re: A319-100 Guarantees), and 11 (re:
          Miscellaneous Matters) to the Agreement, except as provided for in
          Subparagraph 3.2 hereof.  {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} to the
          Agreement shall apply to the A320 Aircraft.  {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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

                                    LA 2-5
<PAGE>

               (a)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} Firm Aircraft scheduled for delivery
                    commencing with {CONFIDENTIAL MATERIAL OMITTED AND FILED
                    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}, and


               (b)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} Option Aircraft that has been
                    converted to an Aircraft pursuant to 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)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}.

          (iii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}.

          (iv)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}.

4.2       IRREVOCABLE EXERCISE OF FLEXIBILITY RIGHTS

          No Aircraft may be the subject of a successful exercise of a
          Conversion Right, {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION

                                    LA 2-6
<PAGE>

          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} months prior to
          the month of scheduled delivery of the Aircraft or Option Aircraft
          that is subject to such Flexibility Right.  {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

4.3.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.4       FLEXIBILITY RIGHTS EXERCISE PROCEDURE

4.4.1     After receipt of Northwest's Request Notice, AVSA will offer within
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} business days Available Delivery Positions as
          follows:

          (i)   with respect to {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT};

          (ii)  with respect to {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
                TO A REQUEST FOR CONFIDENTIAL TREATMENT};

          (iii) with respect to {CONFIDENTIAL MATERIAL OMITTED AND FILED
                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT};

          (iv) with respect {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} business days after receipt of AVSA's offer of
          the Available Delivery Positions {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

4.4.3     For the {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY

                                    LA 2-7
<PAGE>

          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} business days following the receipt by
          AVSA of Northwest's Reservation Notice,

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          Should Northwest fail to enter into an amendment to this Agreement
          reflecting the revised delivery schedule (the "Flexibility Amendment")
          within {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} days after receipt by AVSA from Northwest of
          the Reservation Notice, then Northwest's {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}. 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} delivery dates in accordance with
          the provisions of this Paragraph 5 ("AVSA's Rescheduling Request").
          AVSA's Rescheduling Request will apply to each {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} (the
          "Rescheduled Aircraft") and may be exercised only once with respect to
          each Rescheduled Aircraft. {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                    LA 2-8
<PAGE>

6.        REVIEW OF DELIVERY POSITION AVAILABILITY

          AVSA agrees to review with Northwest on a quarterly basis all
          Available Delivery Positions {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}.

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.

                                    LA 2-9
<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:  /s/ M. Lascaux
                                   Its: Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.




By:  /s/ M. D. Powers
Its: Vice President - Finance and Assistant Treasurer

                                    LA 2-10
<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.

                                    LA 2/App. 1-1
<PAGE>

                                                                    APPENDIX 2

                  LIST OF SCNs APPLICABLE TO THEA320 AIRCRAFT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
       RFC                      DESCRIPTION OF CUSTOMER OPTIONS
-------------------------------------------------------------------------------
 <C>              <S>
{CONFIDENTIAL     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
 MATERIAL          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
 OMITTED AND       CONFIDENTIAL TREATMENT}
 FILED
 SEPARATELY WITH
 THE SECURITIES
 AND EXCHANGE
 COMMISSION
 PURSUANT TO A
 REQUEST FOR
 CONFIDENTIAL
 TREATMENT}
-------------------------------------------------------------------------------
</TABLE>

                                    LA 2/App. 2-1
<PAGE>

                                                                    APPENDIX 2

                     LIST OF SCNs APPLICABLE TO THE A320 AIRCRAFT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
       RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
 <C>                   <S>
 {CONFIDENTIAL         {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
 AND FILED             REQUEST FOR CONFIDENTIAL TREATMENT}
 SEPARATELY WITH
 THE SECURITIES
 AND EXCHANGE
 COMMISSION
 PURSUANT TO A
 REQUEST FOR
 CONFIDENTIAL
 TREATMENT}
-------------------------------------------------------------------------------
</TABLE>

                                    LA 2/App. 2-2
<PAGE>

                                                                    APPENDIX 2

                     LIST OF SCNs APPLICABLE TO THE A320 AIRCRAFT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
       RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
 <C>                   <S>
 {CONFIDENTIAL         {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
 AND FILED             REQUEST FOR CONFIDENTIAL TREATMENT}
 SEPARATELY WITH
 THE SECURITIES
 AND EXCHANGE
 COMMISSION
 PURSUANT TO A
 REQUEST FOR
 CONFIDENTIAL
 TREATMENT}
-------------------------------------------------------------------------------
</TABLE>

                                    LA 2/App. 2-3
<PAGE>

                                                                    APPENDIX 2

                LIST OF SCNs APPLICABLE TO THE A320 AIRCRAFT

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
       RFC                      DESCRIPTION OF CUSTOMER OPTION
-------------------------------------------------------------------------------
 <C>                   <S>
 {CONFIDENTIAL         {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
 MATERIAL OMITTED      THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
 AND FILED             REQUEST FOR CONFIDENTIAL TREATMENT}
 SEPARATELY WITH
 THE SECURITIES
 AND EXCHANGE
 COMMISSION
 PURSUANT TO A
 REQUEST FOR
 CONFIDENTIAL
 TREATMENT}
-------------------------------------------------------------------------------
</TABLE>

                                    LA 2/App. 2-4
<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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                     A REQUEST FOR CONFIDENTIAL TREATMENT},
                     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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                     A REQUEST FOR CONFIDENTIAL TREATMENT}, and

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

                     US$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                     WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
                     A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                    LA 2/App. 3-1
<PAGE>

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     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.3       BASE PRICE OF THE A320 PROPULSION SYSTEMS

          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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                    FOR CONFIDENTIAL TREATMENT}.

               Said Base Price has been calculated with reference to the
               Reference Price indicated by CFMI International of US$
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                    THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                    FOR CONFIDENTIAL TREATMENT}.

               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.

                                    LA 2/App. 3-2
<PAGE>

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT},
          inclusive.  Hereinafter, the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} are collectively referred to as
          the "AVSA A320 Credit Memoranda."

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
                WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                REQUEST FOR CONFIDENTIAL TREATMENT},

          (ii)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}, or

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

                                    LA 2/App. 3-3
<PAGE>

                                                                    APPENDIX 4
                     POWERPLANTS PRICE REVISION FORMULA

l.        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.)

                                 LA 2/App. 4-4
<PAGE>

4.        REVISION FORMULA

                                CPIn
          Pn    =     Pb   x   ------
                               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).

                                 LA 2/App. 4-5
<PAGE>

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.

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.

                                 LA 2/App. 4-6
<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.
<PAGE>

2.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}PREDELIVERY PAYMENTS

2.1       FIRM AIRCRAFT

          Upon execution of the Agreement and this Letter Agreement,
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.2.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.2.3     In the event that, {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

2.3       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

2.3.1     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.3.2     In the event that, {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

2.4       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                 LA 3-2
<PAGE>

3.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

3.1       In addition {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} in accordance with Paragraph 2.2
          hereof, {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.3       In respect of {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          (i)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          (ii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                 LA 3-3
<PAGE>

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} reasonably acceptable to AVSA.

          Further, {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.        MISCELLANEOUS

4.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          (i)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}, or

          (ii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2       AVSA and Northwest acknowledge that {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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.

                                 LA 3-4
<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:   /s/ M. Lascaux
                                   Its:  Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                 LA 3-5
<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 {CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT}.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
           Senior Unsecured Debt Rating of       {CONFIDENTIAL MATERIAL OMITTED AND   {CONFIDENTIAL MATERIAL OMITTED AND
                    the Borrower                      FILED SEPARATELY WITH THE            FILED SEPARATELY WITH THE
 Level              (S&P/Moody's)                SECURITIES AND EXCHANGE COMMISSION   SECURITIES AND EXCHANGE COMMISSION
                                                      PURSUANT TO A REQUEST FOR            PURSUANT TO A REQUEST FOR
                                                       CONFIDENTIAL TREATMENT}              CONFIDENTIAL TREATMENT}
------------------------------------------------------------------------------------------------------------------------
<C>       <S>                                    <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>



{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          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 {CONFIDENTIAL
MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT

                          LA 3/App. 1-LA 3-1
<PAGE>

TO A REQUEST FOR CONFIDENTIAL TREATMENT} shall be used for purposes of
{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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.

                          LA 3/App. 1-LA 3-2
<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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} metric tonnes, subject to the provisions of this
          Paragraph 1.
<PAGE>

          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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} 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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} in January 1998 delivery
          conditions (dollars), subject to price revision in accordance with
          the Airframe Price Revision Formula.  {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          Should Northwest request, on an exceptional basis, to convert the
          Powerplants of the Aircraft within {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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.

                                     LA 4-2
<PAGE>

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$ {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}, 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. {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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.

                                     LA 4-3
<PAGE>

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.5       AVSA confirms {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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 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.

                                     LA 4-4
<PAGE>

5.4       Upon delivery of each Aircraft, the Cancellation SCN Credit will be
          applied by AVSA against the Final Contract Price of each Aircraft
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

          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:   /s/ M. Lascaux
                                   Its:  Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.


By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                     LA 4-5
<PAGE>

                                                                    APPENDIX 1

      SELLER FURNISHED EQUIPMENT TO BUYER FURNISHED EQUIPMENT CREDITS

Notification Leadtime: no later than {CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT} months prior to delivery of the applicable
Aircraft.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
 QUANTITY           DESCRIPTION/       VENDOR/            CREDIT AMOUNT
                    PART NUMBER        REMARKS            (1/98 DC)
-----------------------------------------------------------------------------
<S>                 <C>                <C>                <C>
 {CONFIDENTIAL      {CONFIDENTIAL      {CONFIDENTIAL      {CONFIDENTIAL
 MATERIAL           MATERIAL           MATERIAL           MATERIAL
 OMITTED AND        OMITTED AND        OMITTED AND        OMITTED AND
 FILED              FILED              FILED              FILED
 SEPARATELY         SEPARATELY         SEPARATELY         SEPARATELY
 WITH THE           WITH THE           WITH THE           WITH THE
 SECURITIES         SECURITIES         SECURITIES         SECURITIES
 AND EXCHANGE       AND EXCHANGE       AND EXCHANGE       AND EXCHANGE
 COMMISSION         COMMISSION         COMMISSION         COMMISSION
 PURSUANT TO A      PURSUANT TO A      PURSUANT TO A      PURSUANT TO A
 REQUEST FOR        REQUEST FOR        REQUEST FOR        REQUEST FOR
 CONFIDENTIAL       CONFIDENTIAL       CONFIDENTIAL       CONFIDENTIAL
 TREATMENT}         TREATMENT}         TREATMENT}         TREATMENT}
-----------------------------------------------------------------------------
</TABLE>

                              LA 4/App. 1-1
<PAGE>

                                                                  APPENDIX 2

               CREDITS FOR ELIMINATION OF CUSTOMIZATION ITEMS

Notification Leadtime: no later than {CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT} months prior to delivery of the applicable
Aircraft

<TABLE>
<CAPTION>
---------------------------------------------------------------
                                                    CREDIT
    RFC NO.                 TITLE                  (1/98 DC)
---------------------------------------------------------------
<S>                     <C>                      <C>
 {CONFIDENTIAL          {CONFIDENTIAL            {CONFIDENTIAL
 MATERIAL               MATERIAL                 MATERIAL
 OMITTED AND            OMITTED AND              OMITTED AND
 FILED                  FILED                    FILED
 SEPARATELY             SEPARATELY               SEPARATELY
 WITH THE               WITH THE                 WITH THE
 SECURITIES             SECURITIES               SECURITIES
 AND EXCHANGE           AND EXCHANGE             AND EXCHANGE
 COMMISSION             COMMISSION               COMMISSION
 PURSUANT TO A          PURSUANT TO A            PURSUANT TO A
 REQUEST FOR            REQUEST FOR              REQUEST FOR
 CONFIDENTIAL           CONFIDENTIAL             CONFIDENTIAL
 TREATMENT}             TREATMENT}               TREATMENT}
---------------------------------------------------------------
</TABLE>

                              LA 4/App. 2-2
<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. {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT}.  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.

1.        SCOPE, COMMENCEMENT, DURATION

          The reliability guarantees contained in this Letter Agreement (the
          "Guarantees") extend to the fleet of Aircraft operated by the Buyer
          (the "Guaranteed Aircraft"), shall commence with delivery of the first
          Aircraft and {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION
<PAGE>

          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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

          -    delays attributable to the Propulsion Systems.

                                    LA 5-2
<PAGE>

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:

                                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

3.        GUARANTEES

3.1       ACHIEVED ON-TIME PERFORMANCE GUARANTEE

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.2       COMPLETION FACTOR GUARANTEE

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.3       INCREASE OF GUARANTEE LEVELS

3.3.1     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.3.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                    LA 5-3
<PAGE>

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

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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:

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

                                    LA 5-4
<PAGE>

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 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

                                    LA 5-5
<PAGE>

          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 purposes set
          forth above.

6.3       BUYER'S TARGET COMPLETION FACTOR

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

8.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.3       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.4       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                    LA 5-6
<PAGE>

8.5       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

                                    LA 5-7
<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:   /s/ M. Lascaux
                                   Its:  Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                    LA 5-8
<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 {CONFIDENTIAL MATERIAL
                    OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                    EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                    TREATMENT}.

               (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) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT}.

1.        GUARANTEED PERFORMANCE

1.1.      SPEED

          The level flight airspeed at an Aircraft gross weight of {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                    LA 6-2
<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} pounds in the cruise configuration in ISA
          conditions, at a geometric altitude of {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} feet.

1.3       TAKE-OFF DISTANCE

1.3.1     With respect only to Aircraft delivered with CFM56-5A4 engines, FAR
          take-off length at an Aircraft gross weight of {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds at
          a start of ground run at sea level pressure altitude at ISA conditions
          shall not be more than {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} feet.

1.3.2     With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
          take-off length at an Aircraft gross weight of {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds at
          a start of ground run at sea level pressure altitude at ISA conditions
          shall not be more than {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds in
          the following conditions (assumed representative of {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}):

                                    LA 6-3
<PAGE>

               Pressure altitude:                 {CONFIDENTIAL MATERIAL
                                                  OMITTED AND FILED
               Runway length:                     SEPARATELY WITH THE
                                                  SECURITIES AND EXCHANGE
               Slope:                             COMMISSION PURSUANT TO A
                                                  REQUEST FOR CONFIDENTIAL
               Obstacles:                         TREATMENT}

1.4.2     With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
          permissible take-off weight shall not be less than {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds in
          the same conditions as set forth in Subparagraph 1.4.1 of Part A above
          (assumed representative of {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}).

1.4.3     With respect only to Aircraft delivered with CFM56-5A4 engines, FAR
          permissible take-off weight shall not be less than {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds in
          the following conditions (assumed representative of {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}):

               Pressure altitude:                 {CONFIDENTIAL MATERIAL
                                                  OMITTED AND FILED
               Runway length:                     SEPARATELY WITH THE
                                                  SECURITIES AND EXCHANGE
               Slope:                             COMMISSION PURSUANT TO A
                                                  REQUEST FOR CONFIDENTIAL
               Obstacles:                         TREATMENT}

1.4.4     With respect only to Aircraft delivered with CFM56-5A5 engines, FAR
          permissible take-off weight shall not be less than {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds in
          the same conditions as set forth in Subparagraph 1.4.3 of Part A above
          (assumed representative of {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}).

                                    LA 6-4
<PAGE>

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

          Each Aircraft shall be capable of climbing from 1,500 feet to pressure
          altitude of 35,000 feet at an Aircraft gross weight of {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} minutes.

1.7       LANDING DISTANCE

          FAR certified landing field length at an Aircraft gross weight of
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} pounds at sea level pressure altitude shall
          not be greater than {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} EPNdB.

2.        FUEL BURN GUARANTEE

2.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Aircraft Specific Range

                                    LA 6-5
<PAGE>

          The level flight specific range at an Aircraft gross weight of
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} pounds at a pressure altitude of 35,000 feet
          operating at M.78 at ISA conditions shall not be less than
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} nautical miles per pound of fuel for each
          Aircraft (the "Guaranteed {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} Aircraft Specific Range").

2.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Specific Range

          With respect to the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}, the level flight specific range
          at an Aircraft gross weight of {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds at a pressure altitude
          of 35,000 feet operating at M.78 at ISA conditions shall not be less
          than {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} nautical miles per pound of fuel {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} (the
          "Guaranteed {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Specific Range").

3.        MISSION PAYLOAD RANGE GUARANTEE

3.1       Mission No. 1 - {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

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

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} pounds for Aircraft delivered with
               CFM56-5A4 engines,

                                    LA 6-6
<PAGE>

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} pounds for Aircraft delivered with
               CFM56-5A5 engines

          over an equivalent still air stage distance of {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} nautical
          miles (assumed representative of {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} for a  summer operation)
          when operated under the conditions described below.

          a)   Available takeoff weight is assumed to be

               (i)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} pounds for Aircraft delivered with
                    CFM56-5A4 engines, and
               (ii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} 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.

                                    LA 6-7
<PAGE>

          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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               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 {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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:

                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} pounds for customer changes
                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} pounds for operator items

3.2.      Mission No. 2 -{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          Each Aircraft shall be capable of carrying a guaranteed payload of not
          less than {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} pounds over an equivalent still air stage
          distance of {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} nautical miles (assumed representative of
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} for a winter operation) when operated under
          the conditions described below.

                                    LA 6-8
<PAGE>

          a)   Available takeoff weight is assumed to be {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               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 {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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:

                                    LA 6-9
<PAGE>

                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} pounds for customer changes
                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT} pounds for operator items

4.        WEIGHT GUARANTEES

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 {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds for any individual
          Aircraft and shall not be more than {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds for the {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds
          for any individual Aircraft and shall not be less than {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} pounds
          for the {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          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:

                                    LA 6-10
<PAGE>

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} pounds for customer changes
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} 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.

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.

                                    LA 6-11
<PAGE>

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") {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.3.4.    The actual {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} specific range, used for determining
          compliance with the fuel burn guarantee, will be defined upon delivery
          of each individual Aircraft as the {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                    LA 6-12
<PAGE>

5.3.6.    FUEL BURN GUARANTEE COMPLIANCE

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

          (i)  with respect to each Aircraft, if its actual {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} Aircraft specific range meets the guarantee level set
               forth in Subparagraph 2.1 of this Part A.

          (ii) with respect to the {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT}, if, upon delivery of
               any Aircraft, the {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} specific range meets the
               guarantee level set forth in Subparagraph 2.2 of this Part A.
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

5.3.7     Compliance with the mission payload guarantees will be based on the
          actual {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.

                                  LA 6-13

<PAGE>

8.        REMEDIES

8.1       GENERAL

8.1.1     In the event that the Seller fails to demonstrate compliance by one or
          more Aircraft {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, with any of the guarantees set forth in this
          Part A,  the Seller shall

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.1.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.1.3     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.1.4     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.1.5     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.1.6     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.2       FUEL BURN

          The Compensation for failure to comply with either the guarantee set
          forth in Subparagraph 2.1 or Subparagraph 2.2 of Part A of this Letter
          Agreement shall be {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                  LA 6-14

<PAGE>

8.2.1     Deficiency of {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Aircraft

          In the event that an {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} Aircraft fails to comply with the
          guarantee set forth in Subparagraph 2.1 of this Part A, the amount of
          Compensation {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.2.2     Deficiency of {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          In the event that the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} fails to comply with the guarantee
          set forth in Subparagraph 2.2 of this Part A, the amount of
          Compensation {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.3.2     STANDARD USABLE LOAD

          In the event that any Aircraft {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} fail to meet the guarantee
          levels specified in Subparagraph 4.2 of this Part A, the Compensation
          shall be {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                  LA 6-15

<PAGE>

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}, 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, 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

          In the event that the Manufacturer's Weight Empty (MWE) of an
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Aircraft or of the {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} exceeds
          the guarantee levels specified in Subparagraph 4.1 of this Part A, the
          amount of Compensation shall be {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

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 {CONFIDENTIAL MATERIAL
                OMITTED AND FILED
                                  LA 6-16

<PAGE>

                SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT},
                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 {CONFIDENTIAL MATERIAL OMITTED
                AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                TREATMENT} calculations for the purposes of this Part A.

          (iii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}.

          (iv)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
                FOR CONFIDENTIAL TREATMENT}.

          (v)   The Seller's maximum liability {CONFIDENTIAL MATERIAL
                OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}.

          (vi)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                REQUEST FOR CONFIDENTIAL TREATMENT} as aforesaid shall be
                deemed to settle any and all claims and remedies of the
                Buyer against the Seller under this Part A ({CONFIDENTIAL
                MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
                AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                CONFIDENTIAL TREATMENT}), but shall not settle or modify in
                any respect any other claim or remedy of the Buyer against
                the Seller.

UNQUOTE

                                  LA 6-17

<PAGE>

PART B    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          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 {CONFIDENTIAL MATERIAL
                    OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                    EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
                    TREATMENT}.

               (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.

                                  LA 6-18

<PAGE>

          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) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT}.

1.        GENERAL PROVISIONS

1.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.2       The {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Guarantees in this Part B are contingent upon:

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.3.      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.        FUEL BURN GUARANTEE

2.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} (expressed as a percentage) determined in
          accordance with the In-Flight Performance Program (IFP) to be supplied
          by the Seller.

2.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          The Seller guarantees to the Buyer that the {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} shall not
          be worse than the IFP {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}:

                                  LA 6-19

<PAGE>

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.        MISSION PAYLOAD GUARANTEE

          The {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} as stated in paragraph 2.2 of this part B
          shall allow the carrying of a guaranteed payload of not less than:

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          over an equivalent still air stage distance of {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} nautical
          miles (assumed representative of {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
          TO A REQUEST FOR CONFIDENTIAL TREATMENT} for a winter operation)  when
          operated under the conditions described below.

          a)   In case of the {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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:

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          b)   Available takeoff weight is assumed to be {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               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.

                                  LA 6-20

<PAGE>


          Profile assumes the following:

          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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               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 {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} Manufacturer's
               Weight Empty (MWE) as demonstrated at delivery {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} (but in no event more than {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               pounds), plus the following fixed allowances:

                    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT}

                                  LA 6-21

<PAGE>


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.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.2.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.3.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.4.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.5.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.6.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.7.    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

4.2.8     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

                                  LA 6-22

<PAGE>

5.        REMEDIES

5.1       GENERAL

5.1.1     In the event that the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} exceeds the guaranteed levels set
          forth in Subparagraph 2.2 of this Part B, then the Buyer and the
          Seller,{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.1.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.1.3     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.1.4     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.2       FUEL BURN-{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          In the event that the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} fails to comply with the guarantee
          set forth in Subparagraph 2.2 of this Part B, {CONFIDENTIAL MATERIAL
          OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

5.3       MISSION PAYLOAD RANGE

          In the event that the {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT} fails to meet the mission payload
          range guarantee set forth in Paragraph 3 of this Part B, {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
          COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                  LA 6-23

<PAGE>

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)   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT}.

          (iii)  The Seller's maximum liability{CONFIDENTIAL MATERIAL OMITTED
                 AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
                 COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          (iv)   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT}.

          (v)    {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT} 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 ({CONFIDENTIAL MATERIAL OMITTED AND FILED
                 SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                 PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}) 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.
                 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT}.

          (vii)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                 SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                 CONFIDENTIAL TREATMENT}.

UNQUOTE

                                  LA 6-24

<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.

                                  LA 6-25

<PAGE>

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 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.

          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:  /s/ M. Lascaux
                                        Its:  Director Contracts



Agreed and Accepted

NORTHWEST AIRLINES, INC.




By:  /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                  LA 6-26

<PAGE>


                                                                     APPENDIX 1

{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                  LA 6/App. 1-1

<PAGE>

                                                                     APPENDIX 2

{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                  LA 6/App. 1-2

<PAGE>

                                                                     APPENDIX 3

{CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

                                  LA 6/App. 3-1

<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.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

1.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.


<PAGE>

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.

          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:  /s/ M. Lascaux
                                   Its:  Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  /s/ M. D. Powers
Its: Vice President - Finance and Assistant Treasurer

                                      LA 7-2

<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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
          REQUEST FOR CONFIDENTIAL TREATMENT}

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) {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} will be taken into account. It will be assumed, for
               the purposes of calculating {CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH

<PAGE>

               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} under the facility outlined herein, at
               time of delivery of each Aircraft that {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               (b) the unamortised principal balance at the time under the
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} (c) amounts of initial principal drawn
               but not fully repaid under the financing support outlined in
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} drawn but not fully repaid in respect
               of each Aircraft delivered and financed under the facility
               described herein.

          1.2  Further, for the purposes of determining {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} at time of delivery of each Aircraft will be
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} prior to such time. In the event that
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} is successful in restructuring in full
               the  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT}, then the amount of exposure for
               the purposes of calculating {CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} under the
               facility described herein will be {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               value per A320 aircraft.

          1.3  For the purposes of determining  {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               of the facility under Sub-paragraph 4.2 below, amortisation of
               delivered and financed Aircraft under the facility will be
               disregarded. {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A

                                   LA 8-2

<PAGE>

               REQUEST FOR CONFIDENTIAL TREATMENT} in respect
               of any of the Aircraft will not be taken into account in
               determining {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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.

2.0       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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} Aircraft from the initially firmly ordered
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, by informing AVSA in writing at least
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} (as defined below)
          in respect of such Aircraft (unless NWA elects at such time to
          defer its decision to take {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} accordance with the terms of
          section {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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

                                   LA 8-3

<PAGE>

          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.

3.0       Powerplants Manufacturer

          CFMI will be responsible for providing financing {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} in respect of every {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} Aircraft for
          which NWA will have elected to have supported. AVSA will be
          responsible for arranging financing {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} in respect of
          every {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} 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.

4.0       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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
               REQUEST FOR CONFIDENTIAL TREATMENT} of such Aircraft. The A319
               Long-Term Credit financing may, at NWA's option, take either
               of the following forms, or a combination thereof:

                                   LA 8-4

<PAGE>

               (i)  Senior secured financing pursuant to structures which
                    provide  Section 1110 protection; {CONFIDENTIAL MATERIAL
                    OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                    EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL}; or

               (ii) Structured as {CONFIDENTIAL MATERIAL OMITTED AND FILED
                    SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
                    PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

          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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} could borrow the same amount with the same tenor and
               on comparable terms and security {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} will be the "AVSA Benchmark Rate" wise, the
               prevailing rate (expressed as {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               at which NWA could borrow the same amount with the same tenor
               and on comparable terms and security at the same time
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

               The rate of interest applicable to a particular A319 Long-Term
               Credit will be the {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}

               (ii) Interest will be payable {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}
               in the case of an A319 Long-Term Credit  pursuant to
               Sub-paragraph 4.1 (i) hereof or {CONFIDENTIAL MATERIAL OMITTED
               AND

                                   LA 8-5

<PAGE>

               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
               TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}. An A319 Long-Term Credit pursuant to
               Sub-paragraph 4.1 (ii) utilised in a {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.

4.4       Transfer and Assignment

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.  NWA hereby agrees to cooperate with
               each Lender to accommodate the efforts of the Lender to transfer,
               resell, assign or securitise the Financing {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.
               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)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
                    SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                    CONFIDENTIAL TREATMENT}

               (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.

                                   LA 8-6

<PAGE>

               (iii) {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT}

                (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.

5.0       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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT}. The term of an A319 Short-Term Credit will not exceed
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} from delivery of the relevant Aircraft.
          Interest will accrue and be paid {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} by NWA at the
          rate of {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  Notwithstanding the foregoing, NWA may
          select on a per Aircraft basis {CONFIDENTIAL MATERIAL OMITTED AND
          FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} as the interest
          base for the term of the A319 Short-Term Credit at least
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  The principal balance of such financing
          will {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}. In consideration, the Lender will be
          granted {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.  Terms and conditions of the financing
          will conform to those applicable to {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH

                                   LA 8-7

<PAGE>

          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, as appropriately modified in the definitive
          documentation. The documentation will contain customary terms
          regarding {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

6.0       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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} (the "A319 Replacement Long-Term Credit Notice Date"),
          AVSA will provide a {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT} long-term debt financing (an
          "A319 Replacement Long-Term Credit") to NWA in order to replace in
          full an A319 Short-Term Credit or {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} in respect of
          such Aircraft. Notwithstanding the foregoing, however, and in order
          to facilitate administrative 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
          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT} and will be provided on substantially the
          same terms as {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT} for such Aircraft except in the
          following ways:

          A)   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT};

          B)   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}; and

          C)   {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                   LA 8-8

<PAGE>

7.0       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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT}.  The documentation will also contain customary terms
          regarding {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
          THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}, 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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.
               In the event, however, that NWA selects {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} in
               the context of the A319 Long-Term Credit, then the Lender
               shall agree that {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} may be
               treated as financed transaction expenses in such {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT}. 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 {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT} in order to resolve such disagreement.

                                   LA 8-9

<PAGE>

               Each Financing will contain appropriate conditions precedent
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} (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
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

          7.2  Quiet Enjoyment

          (A)  Each Lender will covenant to NWA that it shall not, through
               its own actions or 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, {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}) 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)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

          (C)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

          7.3  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

                                   LA 8-10

<PAGE>

8.0       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 {CONFIDENTIAL MATERIAL OMITTED AND FILED
               SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT}.

               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), {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
               REQUEST FOR CONFIDENTIAL TREATMENT}

               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 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

                                   LA 8-11

<PAGE>

               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
                     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT} for a period of
                     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT} after due, and
                     failure to make any other payment for a period of
                     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT};

                (ii) failure to maintain required insurance and any such
                     failure is not cured within {CONFIDENTIAL MATERIAL
                     OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
                     EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
                     CONFIDENTIAL TREATMENT};

               (iii) failure to perform in any material respect any other
                     covenants and such failure continues for a period
                     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT};

                (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
                     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
                     THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
                     REQUEST FOR CONFIDENTIAL TREATMENT}, and

                                   LA 8-12

<PAGE>

                 (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, {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
               REQUEST FOR CONFIDENTIAL TREATMENT}, the Aircraft (i) without
               Lender consent to any air carrier holding {CONFIDENTIAL
               MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
               EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
               TREATMENT}, (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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
               WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
               REQUEST FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH
               THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
               FOR CONFIDENTIAL TREATMENT} 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 {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} or
               any of their affiliates is a Lender, the number of
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT} (including {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT})
               supported at such time by {CONFIDENTIAL MATERIAL OMITTED AND
               FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
               PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}, and
               provided further that the number of {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.
               In addition to the rights to {CONFIDENTIAL MATERIAL OMITTED
               AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A

                                   LA 8-13

<PAGE>

               REQUEST FOR CONFIDENTIAL TREATMENT} do any of the following:
               (i) subject the Aircraft or engines or 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 re-register the Aircraft in a foreign country
               in accordance with the terms contained in Exhibit 2 hereto, it
               being understood that there are no {CONFIDENTIAL MATERIAL
               OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
               COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT}.
               It is also agreed that such terms should reflect terms
               {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

B.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

1.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

2.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          2.1  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          2.2  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          2.3  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                   LA 8-14

<PAGE>

3.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

4.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

5.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

6.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

7.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

8.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.


9.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

10.0      {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

          10.1 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.2 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.3 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

                                   LA 8-15

<PAGE>

          10.4 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.5 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.6 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.7 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.8 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

          10.9 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

         10.10 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

         10.11 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

         10.12 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}.

   11.0  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT}.

   12.0  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
         SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
         CONFIDENTIAL TREATMENT}.

                                   LA 8-16

<PAGE>

C.        General

1.0       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 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)  {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
               SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
               CONFIDENTIAL TREATMENT}

                                    LA 8-17
<PAGE>

2.0       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 {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}) 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.

3.0       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

4.0       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:

                         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

                                    LA 8-18
<PAGE>

                         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 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

                                    LA 8-19
<PAGE>

          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.

          (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.

                                    LA 8-20
<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:   /s/ M. Lascaux
                                             Its:  Director Contracts


Accepted and Agreed

NORTHWEST AIRLINES, INC.

By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer

                                    LA 8-21
<PAGE>

                                                                       EXHIBIT 1

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}
<PAGE>

                                                                       EXHIBIT 2

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

<PAGE>

                            LETTER AGREEMENT NO. 9


                                                    As of September 19, 1997


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

Re:       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

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.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

1.1       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.2       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.
<PAGE>

1.2.1     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

1.2.2     {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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.

          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:   /s/ M. Lascaux
                                   Its:  Director Contracts

Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:  /s/ M. D. Powers
Its: Vice President - Finance and Assistant Treasurer


                                    LA 9-2
<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 {CONFIDENTIAL
          MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
          TREATMENT} and NWA is interested in {CONFIDENTIAL MATERIAL OMITTED
          AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION
          PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT} 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. {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
          WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST
          FOR CONFIDENTIAL TREATMENT}.
<PAGE>

3.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

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 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:   /s/ M. Lascaux
                                   Its:  Director Contracts

Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer


                                    LA 10-2
<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.        {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}

          {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.
<PAGE>

2.        INEXCUSABLE DELAY

2.1       AVSA hereby agrees to {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

2.2       AVSA hereby agrees to {CONFIDENTIAL MATERIAL OMITTED AND FILED
          SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
          A REQUEST FOR CONFIDENTIAL TREATMENT}.

2.3       {CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
          SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
          CONFIDENTIAL TREATMENT}.

3.        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 3 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:   /s/ M. Lascaux
                                   Its:  Director Contracts

Accepted and Agreed

NORTHWEST AIRLINES, INC.



By:   /s/ M. D. Powers
Its:  Vice President - Finance and Assistant Treasurer


                                    LA 11-2