**Exhibit 10.3**

 

A330 FINANCING LETTER AGREEMENT

 

As of January24, 2006

 

Ladies and Gentlemen:

 

NorthwestAirlines, Inc. (the “Buyer”),and AVSA, S.A.R.L. (the “Seller”),have entered into that certain A330 Purchase Agreement, dated as ofDecember 21, 2000, as amended to and including the date hereof (the “A330 Purchase Agreement”),which covers, among other matters, the sale by the Seller and the purchase bythe Buyer of fourteen (14) A330 Aircraft scheduled for delivery in 2006 and2007 (the “Aircraft”)as described in the A330 Purchase Agreement.

 

TheBuyer and the Seller entered into an A330 Financing Letter Agreement No 1,dated as of December 21, 2000, as amended, and a New A330 Financing LetterAgreement No 1, dated as of January 21, 2005 (the “Original FLAs”). The Buyercommenced voluntary proceedings under Title 11 of the United States Codein the United States Bankruptcy Court for the Southern District of New York(the “Court”) and suchproceedings are identified as Case No. 05-17930 (ALG) and are referred toherein as the “Case”.

 

Pursuantto a motion submitted by the Buyer in the Case, the Court has made adetermination that the Original FLAs terminated pursuant to their terms.

 

TheBuyer and the Seller have agreed to set forth in this A330 Financing LetterAgreement (this “Letter Agreement”)certain terms and conditions regarding the financing of the Aircraft.

 

Thefinancing support provided or caused to be provided by the Seller hereundershall only be available for up to ten (10) Aircraft out of the fourteen (14)Aircraft to be delivered to the Buyer under the A330 Purchase Agreement.

 

Capitalizedterms used herein and not otherwise defined in this Letter Agreement shall havethe meanings assigned thereto in the A330 Purchase Agreement. The terms “herein”,“hereof” and “hereunder” and words of similar import refer to this LetterAgreement.

 

ThisLetter Agreement shall not constitute part of the A330 Purchase Agreement, butshall be a separate and independent contract of financial accommodation.

 

# **A.**            A330 FINANCING:

# ** **

TheSeller hereby agrees that the Seller or one or more of its subsidiaries oraffiliate companies (the “Lender”)shall provide, or cause to be provided for each of the ten (10) Aircraftspecified herein, a standby credit facility in the form of a senior securedmortgage debt financing on the terms and conditions outlined below (each an “A330 Financing”).

 
| **Aircraft eligible under** | ** ** | ** **                                                 |
|-----------------------------|------------|------------------------------------------------------------|
| **this Letter Agreement:**  |       | A330 aircraft scheduled  to be delivered in January 2006   |
|                        |       | A330 aircraft scheduled  to be delivered in September 2006 |

 

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|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2006                                                                                                                                                                                                            |
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|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2006                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
|                             |   | A330  aircraft scheduled to be delivered in CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT 2007                                                                                                                                                                                                            |
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| **Financed Amount:**             |   | The Financed Amount for an Aircraft shall  be CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent  of the Aircraft Net Fly Away Price (as defined below) of such Aircraft.                                                                                                                               |
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| **Aircraft Net Fly Away Price:** |   | Final Contract Price of the relevant  Aircraft, net of all airframe and engine credit memoranda available at  delivery to reduce the Final Contract Price regardless of the application of  such credit memoranda by the Buyer. The Aircraft Net Fly Away Price for an  Aircraft shall include the cost, subject to the limits set out below, of  buyer furnished equipment and AVSA-supplied buyer furnished |

 

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|                   |   | equipment under Clause 18 of the A330  Purchase Agreement, (together the “Equipment”)  for such Aircraft. The cost of Equipment included within the Aircraft Net Fly  Away Price shall not exceed CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR  CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT%) of the Aircraft Net Fly Away Price excluding the  cost of the Equipment for such Aircraft. For A330 Financings funded after the  Consummation Date, the Net Fly Away Price shall not include amounts added to  the Final Contract Price pursuant to Paragraph 1.4(i) of Letter Agreement 8  to the A330 Purchase Agreement. |
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| **Term:**              |   | Each A330 Financing shall mature on the  earlier of (x) the date that is CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT years from the date of funding and (y) the  date that is CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE  SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL  TREATMENT years from the date of substantial consummation (as defined in 11  U.S.C. §1101), which, for purposes of this Letter Agreement, shall be no  later than the effective date of a plan of reorganization of the Buyer that  is confirmed by the Court (the “Consummation  Date”)                                                                                                               |
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| **Repayment Profile:** |   | Each A330 Financing shall amortize from the  Financed Amount using a fixed principal annuity repayment profile based on a  notional interest rate of CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY  WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR  CONFIDENTIAL TREATMENT% per annum down to a CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A  REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A  REQUEST FOR CONFIDENTIAL TREATMENT%) balance repayment of the Aircraft Net  Fly Away Price (the “Balloon”)  at year CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE  SECURITIES AND EXCHANGE COMMISSION                         |

 

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|               |   | 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).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|               |   | Except as set forth in the next succeeding sentence, each A330  Financing shall be fully repaid in 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) quarterly principal repayments, in arrears, with a  final payment equal to the Balloon. If the actual maturity date of any A330  Financing falls later than the last day of the CONFIDENTIAL MATERIAL OMITTED  AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO  A REQUEST FOR CONFIDENTIAL TREATMENT year from the date of funding thereof,  then, for the period following such last day of the CONFIDENTIAL MATERIAL  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT year, through actual  maturity, the principal amount shall be amortized at the rate of CONFIDENTIAL  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT percent  (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT%) per  annum, payable in arrears, until such maturity date, pro rated for periods of  less than one year. |
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|               |   | Installments of interest shall be calculated at the beginning of each  month of the Term on the principal amount then outstanding using the  applicable Interest Rate as defined below and shall be payable monthly in  arrears on the twenty-fourth day of each month during the Term and on the  maturity date (pro rated for periods of less than one month).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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| **Interest Rate:** |   | The Interest Rate for each A330 Financing  will be based on a floating rate equal to one (1) month US$LIBOR as  determined and notified by the Lender to the Buyer as provided above (“1M LIBOR”) plus:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

 

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|   | (a)    | prior to the Consummation Date,  CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis  points per annum; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | (b)    | from and after the Consummation Date, the  highest of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |
|   | (A)(1) | in the case of the  first five Aircraft financed under this Letter Agreement, the Buyer’s market  margin over 1M LIBOR for similar types of financings; and (2) in the case of  the last five Aircraft financed under this Letter Agreement, the Buyer’s  market margin over 1M LIBOR for similar types of financings plus CONFIDENTIAL  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per  annum, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|   |   | in each case, subject to a cap of (x) in the case of a market margin  determined pursuant to clause (b)(A)(1), CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A  REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum and (y) in the  case of a market margin determined under clause (b)(A)(2), CONFIDENTIAL  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per  annum. Each such cap will be decreased by (a) CONFIDENTIAL MATERIAL  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT basis points per annum for  all periods commencing on or after the interest payment date immediately  following the date, if any, on which the Buyer meets each of the conditions  set forth in Exhibit 1 and (b) CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY |

 

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|   |   | WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR  CONFIDENTIAL TREATMENT basis points per annum for all periods commencing on  or after the Consummation Date if AVSA exercises the deferral rights  described in Paragraph 1.2 of Amendment No. 9 to the A330 Purchase  Agreement, of even date herewith;                                                                                                                                                                                                                                                                                                                                                          |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (B)    | 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) basis points per annum; and                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | (C)    | So long as the initial  Lender or any other Lender that is an affiliate of the Seller holds the A330  Financing, such Lender’s cost of funds over 1M LIBOR (as determined below)  for a comparable borrowing plus 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) basis points per annum.                                                                                                                                               |
|   |
|   |   | Before the Consummation Date (with respect to A330 Financings  completed before such date) and prior to the funding of each A330 Financing  made after the Consummation Date, the Seller and the Buyer will establish the  then prevailing Buyer’s market margin over 1M LIBOR and the Lender’s cost of  funds over 1M LIBOR by requesting their respective banks to determine the  rate that would be obtainable in the market by the Buyer and by the Lender  for a comparable borrowing at the time of such A330 Financing. If the two  banks agree on the Buyer’s market margin over 1M LIBOR and the Lender’s cost  of funds over 1M LIBOR, then these rates shall be the |
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|                  |   | Buyer’s market margin over 1M LIBOR and the Lender’s cost of funds  over 1M LIBOR for purposes of such A330 Financing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|                  |   | Should the two banks fail to agree on the Buyer’s market margin over  1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR, the Seller and the  Buyer will request a mutually selected third bank to determine the Buyer’s  market margin over 1M LIBOR and/or the Lender’s cost of funds over 1M LIBOR  and the average of the closest two of the three bank quotations for each of  the Buyer’s market margin over 1M LIBOR and/or the Lender’s cost of funds  over 1M LIBOR will be the Buyer’s market margin over 1M LIBOR and/or the  Lender’s cost of funds over 1M LIBOR for purposes of such A330 Financing. |
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| **Prepayment Right:** |   | Each A330 Financing shall be pre-payable in  whole or in part at any time by the Buyer without, except as provided in the  next succeeding paragraph, premium or penalty other than 1M LIBOR breakage  cost, and provided that no event of default has occurred (including, without  limitation, any event of default arising by reason of any cross-default  provision and without regard to the cross-collateralization provision  described below).                                                                                                                                                                                                           |
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|                  |   | In the case of a private placement transaction by the initial  Airbus-related lender to a *bona fide* transferee that is not Airbus, AVSA or any of  their Affiliates of one hundred percent (100%) of the then-outstanding  principal amount of any A330 Financing, the following prepayment premiums and  limitations will apply in relation to up to five A330 Financings selected by  the Lender:                                                                                                                                                                                                                                                            |
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|                  | • | until the  Consummation Date, no prepayment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|                  | • | with respect  to any prepayment occurring during the one year period commencing on the  Consummation Date, a prepayment premium equal to CONFIDENTIAL MATERIAL  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount;                                                                                                                                                                                                                                                                                                                                               |
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|                  | • | with respect  to any prepayment occurring during the one year period commencing on the  first anniversary of the Consummation Date, a prepayment premium equal to  CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND  EXCHANGE                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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|                         |   | COMMISSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the prepaid amount; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                         | • | with respect  to any prepayment occurring during the one year period commencing on the  second anniversary of the Consummation Date, a prepayment premium equal to  CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND  EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT% of the  prepaid amount and the Buyer will execute an amendment to the applicable loan  documents reflecting the same.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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| **Cross Default and**        |
| **Cross-collateralization:** |   | Cross  default and cross-collateralization shall apply as among the following  transactions (the “Airbus  Financings”) as and to the extent described below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                         | • | A330  Financings entered into and to be entered into at any time between the Lender  and the Buyer and/or any of their respective subsidiaries or affiliate  companies.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|                         | • | Financings  of A330 aircraft msn 0674 and 0690 and A319 aircraft msn 2618 and 2641 (the “Existing Aircraft Financings”),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|                         | • | The loan  (the “Term Loan”)  made pursuant to the Amended and Restated Loan Agreement dated as of  March 29, 1996, and the related security and other agreements, in each  case, as amended from time to time (collectively, the “Term Loan Agreement”). In  the case of the Term Loan, cross-collateralization will be limited such that  collateral supporting the A330 Financings and the Existing Aircraft  Financings will support the obligations of the Buyer under the Term Loan  Agreement, and an event of default under the Term Loan Agreement will  constitute an event of default under each A330 Financing and each Existing  Aircraft Financing, but collateral supporting the Term Loan will not support  any A330 Financing, any Existing Aircraft Financing or any Sublease, nor will  an event of default under any A330 Financing, any Existing Aircraft Financing  or any Sublease constitute an event of default under the Term Loan.  Cross-collateralization and cross-default as between A330 Financings and the  Existing Aircraft Financings, on the one hand, and the Term Loan, on the  other, will be discontinued at such |
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|                                                                  |       | time as the  Buyer has (i) delivered the first appraisal required to be delivered by  it pursuant to amendments to the Term Loan Agreement of even date herewith  and (ii) made any payment that may be necessary to effect compliance by  it with Section 6.1 of the Term Loan Agreement, as so amended, and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                                                                  | •     | Subleases  listed in Exhibit 2 (each, a “Sublease”  and, collectively, the “Subleases”).  Cross-collateralization with respect to the Subleases will be limited such  that collateral supporting the A330 Financings and the Existing Aircraft  Financings will support the Buyer’s obligations under the Subleases. An event  of default under any Sublease will constitute an event of default under each  A330 Financing and each Existing Aircraft Financing, and an event of default  under any A330 Financing and each Existing Aircraft Financing will constitute  an event of default under each of the Subleases.                                                                                                                                                                                                                                                 |
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|                                                                  |       | Cross  default and cross-collateralization also shall apply in the same manner to  the “Pooled Airbus Financings” held by a “Pooled Sell-Down Lender” that  acquired such Pooled Airbus Financings in a “Pooled Sell-Down,” as each of such  terms is defined in the MSN 0718 Agreements (as defined below in “Transaction  Documents”), treating references to the “Notes” in such definitions as  references to a Pooled Airbus Financing.                                                                                                                                                                                                                                                                                                                                                                                                           |
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| **Airbus  Financial Services  (“AFS”), AFS joint ventures** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **or  their subsidiaries:**                                           |       | The  provisions of Section 8.7 of the credit agreement in relation to the  Existing Aircraft Financing of A330 aircraft MSN 0633 shall be incorporated  into each A330 Financing, provided, however, that for purposes of  (i) providing any A330 Financing or (ii) an assignment of any A330  Financing, in the event that Avion Capital Limited, AFS or AFS’ successor  (provided such AFS successor is a subsidiary of Airbus SAS), any joint  venture where AFS or AFS’ successor (provided such AFS successor is a  subsidiary of Airbus SAS) is at least a CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A  REQUEST FOR CONFIDENTIAL TREATMENT percent (CONFIDENTIAL MATERIAL OMITTED AND  FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A  REQUEST FOR CONFIDENTIAL TREATMENT%) |
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|                        |   | participant,  or any of their wholly owned subsidiaries is either the provider or the  assignee of an A330 Financing, such entity shall not be subject to a net  worth test and shall not be required to obtain a third party guarantee of its  obligations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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| **Notice:**                 |   | The Buyer shall inform the Seller of its  intention to use an A330 Financing offered by the Seller as set forth herein  as to any Aircraft by providing written notice to the Seller no less than  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) days  prior to the scheduled month of delivery of each such Aircraft (the “Preliminary Notice Date”).  The Buyer will be required to provide final written irrevocable notice (the “Final Notice Date”) to the  Seller no less than 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)  days prior to the scheduled month of delivery of such Aircraft. |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                        |   | Notwithstanding the foregoing, in order to facilitate administrative  planning, the Lender will be entitled from time to time and in advance of the  Preliminary Notice Date to ask the Buyer about its likely intentions with  regard to the financing of a relevant Aircraft. The Buyer hereby undertakes  to provide a good faith response to any such enquiry, which will not be  binding on its ultimate intentions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Transaction  Documents:** |   | Except as expressly otherwise provided in  this Letter Agreement, the documentation for each A330 Financing shall be  based upon the documentation for the financing of MSN 0718, scheduled to  be delivered on January 24, 2006 (the “MSN 0718 Agreements”), reasonably adjusted, in the  case of any A330 Financing after March 1, 2006, to reflect the provisions of  the Cape Town Convention on International Interests in Mobile Equipment and  Protocol Thereto on Matters Specific to Aircraft Equipment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

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| **Cost and Expenses:** |   | The Buyer will pay the Lender’s reasonable  and adequately documented external legal expenses in relation to each A330  Financing whether or not consummated. The provisions of this Paragraph shall  survive any termination of this Letter Agreement.                                                                                                                                                                                                                                                                             |
|------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Guarantee:**         |   | To the extent that the Seller or an  affiliate of the Seller other than AFS or AFS’ successor (provided such AFS  successor is a subsidiary of Airbus SAS) is a Lender under an A330 Financing  and prior to any transfer or assignment of such A330 Financing by such  Lender, the obligation of such Lender to disburse the loan thereunder,  subject to the terms and conditions specified therein, shall be guaranteed by  Airbus SAS on terms substantially similar to those set forth in Exhibit 3 of  this Letter Agreement. |

 

# **B.**            CONDITIONS PRECEDENT:

# ** **

Each A330 Financing will contain the conditionsprecedent to the funding of any A330 Financing set forth in the CreditAgreement included in the MSN 0718 Agreements, (except for conditions precedentin sections 3.1(b)(v), (vi), (vii), (viii) and (ix) thereof relating toamendments or assumptions of agreements to be accomplished pursuant to the TermSheet in connection with the first A330 Financing or that are not otherwiserelevant to subsequent A330 Financings), and including the following for theindicated A330 Financings:

 
| (i) |   | For all A330  Financings, the Buyer’s not being in default at the time of drawdown of debt  under (a) any Airbus Financing that is not a Pooled Airbus Financing, (b) the  A330 Purchase Agreement or any other agreement for the purchase of aircraft  between the Buyer and any of its affiliates and the Seller or any of its  affiliates (collectively, the “Airbus Purchase Agreements”), and (c) any  agreement between the Buyer or any of its Affiliates, on the one hand, and  the Seller, or any of its Affiliates, on the other hand (other than  agreements described in sub-clauses (a) and (b) of this clause (i), provided  however, that neither (x) a *bona fide* dispute relating to matters arising under any  agreement described in sub-clause (c) of this clause (i) nor (y) the  commencement by the Borrower of the Case shall constitute a “default” for  purposes of this clause (i); |
|-----|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

###  

| (ii)   |   | For all A330  Financings, the Buyer not being in material default at the time of drawdown  of debt under any direct or indirect financing of any A330 Aircraft by the  propulsion systems manufacturer;                                                                                                               |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                  |
| (iii)  |   | For A330  Financings to be entered into after the Consummation Date, the Buyer’s having  used commercially reasonable efforts to secure third party financing for the  relevant Aircraft on equal or better terms before utilizing the Seller’s  financing support hereunder, provided that a letter from a |

 

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|   |   | major banker  stating that such third party financing is unavailable on equal or better  terms to the Buyer shall satisfy the Buyer’s obligation to use commercially  reasonable efforts to secure such financing;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (iv)   |   | For all A330  Financings to be entered into after the first A330 Financing, not later than  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) days prior to  the funding of each such A330 Financing, the Buyer will provide the Lender  with either an update of the Buyer’s business plan or a certificate of the  Buyer’s chief financial officer stating that the business plan has not been  substantially modified in relation to the Buyer’s operation of A330 aircraft  or, during the pendency of the Case, in relation to the Buyer’s expected  treatment of any of the transactions contemplated by the NWA Restructuring  Term Sheet since the business plan was last delivered to the Lender. The  business plan most recently delivered to the Lender as of any date shall  cover a period extending to at least CONFIDENTIAL MATERIAL OMITTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST  FOR CONFIDENTIAL TREATMENT; |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (v)    |   | For A330  Financings to be entered into until the earlier of (a) the date on which  the Court has approved a debtor-in-possession loan or other financing under  11 U.S.C. §364 and (b) the Consummation Date, the Buyer shall have an  amount of Unrestricted Cash greater than or equal to CONFIDENTIAL MATERIAL  OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION  PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT U.S. dollars ($CONFIDENTIAL  MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE  COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) where “Unrestricted Cash” means  Cash Equivalents and short term investments that may be classified, in  accordance with GAAP, as unrestricted on the consolidated balance sheet of  the Buyer, and “Cash Equivalents”  means cash and items classified as cash equivalents for purposes of GAAP;                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (vi)   |   | For all A330  Financings, there shall not be continuing any default under any  debtor-in-possession or other financing under 11 U.S.C. §364 prior to the  Consummation Date or, following the Consummation Date, the Buyer’s primary  loan facility;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (vii)  |   | For A330  Financings entered into on or prior to the Consummation Date, the Seller will  be satisfied that (x) all of the provisions of the NWA Restructuring Term  Sheet, as evidenced by the Airbus Documentation (as defined in the MSN 0718  Agreements), have been incorporated into the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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|   |   | Buyer’s plan of  reorganization, if any has been proposed at the time of such funding, and (y)  such plan of reorganization, if any, does not contain any provision  inconsistent with the terms thereof;                                                                                                                                                                                                                                                         |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (viii) |   | For A330  Financings entered into on or prior to the Consummation Date, the Buyer’s  exclusive right to propose a plan of reorganization shall not have been  terminated;                                                                                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (ix)   |   | For A330  Financings entered into on or prior to the Consummation Date, the Court shall  not have granted relief to any party that is inconsistent with the provisions  of the NWA Restructuring Term Sheet or any Airbus Documentation (as defined  above);                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (x)    |   | For A330  Financings entered into on or prior to the Consummation Date, the Case shall  not have been converted to a liquidation proceeding under Chapter 7 or  Chapter 11 of the United States Bankruptcy Code;                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (xi)   |   | For A330  Financings entered into on or prior to the Consummation Date, no trustee  shall have been appointed in respect of the Buyer or any of its Affiliates in  the Case; and                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| (xii)  |   | For A330  Financings entered into on or prior to the Consummation Date, no lien shall  have been granted in favor of any debtor-in-possession lender or other lender  (other than the Seller or an affiliate of the Seller), including any lender  or representative of any lender claiming priority status under 11 U.S.C.  §364, on any collateral securing any Airbus Financing other than a Pooled  Airbus Financing (as defined in the MSN 0718 Agreements). |

###  

# **C.**            TERMINATION

# ** **

During the term of this Letter Agreement, each of thecommitments of the Seller set forth herein shall be subject to the non-occurrenceof any of the events described in this paragraph C. Should any eventdescribed in sub-paragraph (a) of this paragraph occur, this LetterAgreement and the commitments of the Seller hereunder shall automaticallyterminate without notice of any kind and without prejudice to any other rightsor remedies that may be available to the Seller. If any event described in sub-paragraphs (b)or (c) of this paragraph occur, the Seller shall be entitled to terminate thisLetter Agreement and its commitments hereunder.

 

## (a)

##  

##### (1)           The Buyeror any other party shall commence any case, proceeding or other action (otherthan the Case) with respect to the Buyer in any jurisdiction relating tobankruptcy, insolvency, reorganization or relief from debtors or seeking areorganization, arrangement, winding-up, liquidation, dissolution or otherrelief with respect to its debts and such case, proceeding or action is notdismissed within CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND

 

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##### EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIALMATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGECOMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT) days.

#####  

##### (2)           An actionis commenced seeking the appointment of a receiver, trustee, custodian or othersimilar official for the Buyer for all or substantially all of its assets andsuch action is not stayed or dismissed within CONFIDENTIAL MATERIAL OMITTED ANDFILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT CONFIDENTIAL MATERIAL OMITTED AND FILEDSEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUESTFOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELYWITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FORCONFIDENTIAL TREATMENT) days, or the Buyer makes a general assignment for thebenefit of its creditors.

#####  

##### (3)           An actionis commenced against the Buyer seeking issuance of a warrant of attachment,execution, distraint or similar process against all or any substantial part ofits assets and such action is not dismissed within CONFIDENTIAL MATERIALOMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSIONPURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT (CONFIDENTIAL MATERIAL OMITTEDAND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AREQUEST FOR CONFIDENTIAL TREATMENT) days.

#####  

##### (4)           The Buyeris, at any time following the Consummation Date, unable generally to pay itsdebts as they become due.

#####  

##### (5)           There is aliquidation, winding-up or analogous event with respect to the Buyer,including, without limitation, by means of a liquidation conducted in the Case.

#####  

## (b)

##  

##### (1)           The Buyeror any of its Affiliates fails to make any Predelivery Payment required to bemade pursuant to the A330 Purchase Agreement, the A319 Purchase Agreement orany Other Purchase Agreement when such payment comes due or fails to makepayment of all or part of the Final Contract Price with respect to any aircraftrequired to be made pursuant to the A330 Purchase Agreement or the A319Agreement or any Other Purchase Agreement.

#####  

##### (2)           The Buyeror any of its Affiliates defaults on any payment of principal or interest onany indebtedness or in the payment of any guarantee obligation to the Seller orany of its Affiliates.

 

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##### (3)           The Buyeror any of its Affiliates defaults in its obligation to take delivery of anaircraft under the A330 Purchase Agreement, the A319 Purchase Agreement or anyOther Purchase Agreement.

#####  

##### (4)           The Buyeror any of its Affiliates defaults in any material respect in the observance orperformance of any other material covenant or undertaking contained in the A330Purchase Agreement, the A319 Purchase Agreement or any Other PurchaseAgreement, and such default continues beyond the applicable grace period (ifany).

#####  

##### (5)           Any of theA330 Purchase Agreement, the A319 Purchase Agreement or any Other PurchaseAgreement shall have been terminated pursuant to the provisions thereof or forany other reason or the Buyer or any of its Affiliates shall be in materialdefault of any of their respective obligations thereunder.

#####  

## (c)           Amaterial default by the Buyer or any of its Affiliates shall have occurred andbe continuing under any Airbus Financing, any other financings, leases orsubleases entered into between the Seller or any of its affiliates and theBuyer or any of its affiliates, or under any Airbus Purchase Agreement.

##  

# **D.**            GENERAL

# ** **

###### **1.**             Assignment

###### ** **

Notwithstanding any other provision of this LetterAgreement or of the A330 Purchase Agreement, this Letter Agreement and therights and obligations of the Buyer and the Seller hereunder (excluding, forthe avoidance of doubt, for the purposes of this Paragraph the rights andobligations under an A330 Financing that has already been closed) will not beassigned or transferred or mortgaged or pledged in any manner without the priorwritten consent of the other party hereunder, and any attempted assignment ortransfer in contravention of the provisions of this Paragraph will be void andof no force and effect.

 

###### **2.**             MiscellaneousProvisions

###### ** **

(a)           Notices

 

All notices and requests required or authorizedhereunder shall be given in writing either by personal delivery to aresponsible officer of the party to whom the same is given or by commercialcourier 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 ordelivered by commercial courier or mail, or if such notice or request is givenby electronic transmission, the date upon which sent, shall be deemed to be theeffective date of such notice or request.

 

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The Seller shall beaddressed at:

 

2, rond-pointMaurice Bellonte31700 Blagnac, FranceAttention:  Director – ContractsTelephone:  (33) 5 61 30 40 12Fax:  (33) 5 61 30 40 11

 

And the Buyer shall beaddressed at:

 

2700 Lone OakParkwayEagan, Minnesota  55121, USAAttention:  Senior Vice President Finance& TreasurerTelephone:  (1) 612 726 2274Fax:  (1) 612 726 2221

 

or at such other address or to such other address orto such other person as the party receiving the notice or request may designatefrom time to time.

 

(b)           Waiver

 

The failure of either party to enforce at any time anyof the provisions of this Letter Agreement, or to exercise any right hereinprovided, or to require at any time performance by any other party of any ofthe provisions hereof, will in no way be construed to be a present or futurewaiver of such provisions nor in any way to affect the validity of this LetterAgreement or any part hereof or the right of the other party thereafter toenforce each and every provision. The express waiver by either party of anyprovision, condition or requirement of this Letter Agreement shall notconstitute a waiver of any future obligation to comply with such provision,condition or requirement.

 

(c)           Interpretationand Law

 

**THIS LETTER AGREEMENT AND ANY DOCUMENTS PERTAININGTO ANY OF THE FINANCING PROVIDED HEREUNDER WILL BE GOVERNED BY AND CONSTRUED,AND THE PERFORMANCE THEREOF WILL BE DETERMINED, IN ACCORDANCE WITH THE LAWS OFTHE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE IN SUCH STATE BY RESIDENTSTHEREOF AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; INCLUDING ALL MATTERSOF CONSTRUCTION, VALIDITY AND PERFORMANCE.**Each of the Sellerand the Buyer (i) hereby irrevocably submits itself to the non-exclusivejurisdiction of the courts of the State of New York, New York County, of theUnited States, and to the non-exclusive jurisdiction of the United StatesDistrict Court for the Southern District of New York, for

 

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the purposes of any suit, action or other proceedingarising out of this Letter Agreement, the subject matter hereof or any of thetransactions contemplated hereby brought by any party or parties hereto, exceptthat during the pendency of the Case the Court shall have exclusivejurisdiction with respect thereto, and (ii) hereby waives, and agrees notto assert, by way of motion, as a defense, or otherwise, in any such suit,action or proceeding, to the extent permitted by applicable law, any defensebased on sovereign or other immunity or that any suit, action or proceeding isbrought in an inconvenient forum, that the venue of such suit, action orproceeding is improper, or that this Letter Agreement or the subject matterhereof or any of the transactions contemplated hereby may not be enforced in orby such courts.

 

(d)           Confidentiality

 

Subject to any legal or governmental requirements ofdisclosure, and except for disclosure to legal counsel, credit rating agenciesand lead lenders to the parties on an as-needed basis, the parties (which forthis purpose shall include their board of directors, employees, agents andadvisers (including financial advisers)) shall maintain the terms andconditions of this Letter Agreement strictly confidential. Without limiting thegenerality of the foregoing, the Buyer and the Seller will limit the disclosureof the contents of this Letter Agreement, to the extent legally permissible, inany filing required to be made with any governmental agency and shall make suchapplications as shall be necessary to implement the foregoing. The Buyer andthe Seller shall consult with each other prior to the making of any publicdisclosure or filing, otherwise permitted hereunder, of this Letter Agreementor the terms and conditions hereof. In the event that the Buyer receives anyother disclosure request from any government or any branch, agency orinstrumentality thereof or any government-related entity, which the Buyerbelieves would be advisable to satisfy in whole or in part, the Buyer and theSeller will consult and the Seller will not unreasonably withhold its consentto such disclosure. The provisions of this Paragraph shall survive anytermination of this Letter Agreement.

 

(e)           Severability

 

In the event that any provision of this LetterAgreement should for any reason be held to be without effect, the remainder ofthis Letter Agreement shall remain in full force and effect. To the extentpermitted by applicable law, each party hereto hereby waives any provision oflaw which renders any provision of this Letter Agreement prohibited orunenforceable in any respect.

 

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(f)            Alterationsto Contract

 

This Letter Agreement contains the entire agreementbetween the parties with respect to the subject matter hereof and supersedesany previous understanding, commitments or representations whatsoever, oral orwritten.

 

(g)           Language

 

All correspondence, documents and any other writtenmatters in connection with this Letter Agreement shall be in English.

 

(h)           Headings

 

All headings in this Letter Agreement are forconvenience of reference only and do not constitute a part of this LetterAgreement.

 

(i)            Counterparts

 

This Letter Agreement may be executed by the partieshereto in separate counterparts, each of which when so executed and deliveredshall be an original, but all such counterparts shall together constitute butone and the same instrument.

 

----

 

If theforegoing correctly sets forth your understanding, please execute the originaland 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/ Marie-Pierre Merle Beral |   |
|                     |                                                        | Marie-Pierre Merle Beral |
|                     |                                                        | Chief Executive Officer |
|                     |                                                        |
|                     |                                                        |
| Accepted and Agreed:     |                                                        |
|                     |                                                        |
| Northwest Airlines, Inc. |                                                        |
| By:                      |       /s/  Daniel B. Matthews |   |
|                     | Daniel B. Matthews                                          |
|                     | Senior Vice President & Treasurer                       |
|                          |                                                             |  |  |  |  |

 

----

 

Exhibit 1

 

The Buyer shall have complied with each of thefollowing conditions on or prior to the ***th day following the ConsummationDate:

 

(i)      TheBuyer and its Affiliates shall have obtained concessions from their labor force(including management), which, in the case of agreements with unionizedemployees, will expire not earlier than ***, and which may take the form of,among other things, wage reductions or benefit reductions, reasonably valued bythe Buyer’s Chief Financial Officer or Treasurer in an annualized amount of notless than $*** and the Buyer shall have delivered, or caused to be delivered,to the Lender a copy of a certificate of the Buyer’s Chief Financial Officer orTreasurer with respect to such valuation;

 

(ii)     theBuyer shall have not less than $*** in Unrestricted Cash as defined inParagraph B (vii); and

 

(iii)    theBuyer shall have obtained (A) a corporate credit rating of at least “***”by Standard & Poor’s Ratings Services or a corporate family rating of atleast “***” by Moody’s Investors Services, Inc. (or equivalent rating byany nationally recognized statistical rating agency) or (B) new equityinvestments of at least $*** after December 7, 2005.

 

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Exhibit2

 

Sublease [1992Trust NW-A], dated as of January 1, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 262 and FAAregistration number N321US.

 

Sublease [1992Trust NW-B], dated as of January 5, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 263 and FAAregistration number N322US.

 

Sublease [1992Trust NW-C], dated as of February 1, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 272 and FAAregistration number N323US.

 

Sublease [1992Trust NW-D], dated as of February 5, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 273 and FAAregistration number N324US.

 

Sublease [1992Trust NW-E], dated as of March 2, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 281 and FAAregistration number N325US.

 

Sublease [1992Trust NW-F], dated as of March 4, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 282 and FAAregistration number N326US.

 

Sublease [1992Trust NW-G], dated as of April 1, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 297 and FAAregistration number N327NW.

 

Sublease [1992Trust NW-H], dated as of April 6, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 298 and FAAregistration number N328NW.

 

Sublease [1992Trust NW-I], dated as of May 5, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 306 and FAAregistration number N329NW.

 

----

 

Sublease [1992Trust NW-J], dated as of May 7, 1992, between Airbus Leasing IV,Inc., (formerly A.I. Leasing IV, Inc.) and Northwest Airlines, Inc., asamended and supplemented from time to time, with respect to oneAirbus A320 aircraft bearing airframe serial number 307 and FAAregistration number N330NW.

 

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Exhibit3

 

CONSENTAND GUARANTY

 

AirbusSAS hereby acknowledges notice of and consents to all of the terms of the [nameof credit agreement the “CreditAgreement”) between [name of AVSA affiliate] (the “Lender”) and NorthwestAirlines, Inc. (“Northwest”)in respect of the financing of one (1) A330 aircraft and unconditionallyguarantees upon first written demand the due and punctual performance by theLender of the Lender’s obligation to disburse the Loan subject to all of theterms and conditions specified in the Credit Agreement. Airbus SAS hereby agreesthat its obligations hereunder are unconditional and absolute and, withoutlimiting the generality of the foregoing, shall not be released, discharged orotherwise affected by any modification or amendment of or supplement to theCredit Agreement (other than release, discharge or waiver of this Consent andGuaranty) provided, however, that the obligations of Airbus SAS under thisConsent and Guaranty shall terminate and be of no further force and effect onthe earlier to occur of (i) the date on which the Lender transfers orassigns its rights and obligations under the Credit Agreement to any Personthat is not an Affiliate of AVSA S.A.R.L. and (ii) the date on which theLender disburses the Loan in accordance with the Credit Agreement. Airbus SASagrees that it will execute and deliver such other and further instruments asmay be reasonably requested by Northwest, its successors or assigns to reaffirmits obligations hereunder.

 

Capitalizedterms used herein and not otherwise defined herein shall have the meaningsascribed thereto in the Credit Agreement.

 

INWITNESS WHEREOF, the undersigned has caused this Consent and Guaranty to beexecuted and delivered as of the day first above written.

 

 
|   | AIRBUS S.A.S. |
|--------|---------------|
|   |          |
|   |          |
|   | By:           |   |   |
|   |          | Title: |   |
|   |          |
|   |          |
|   | By:           |   |   |
|   |          | Title: |   |
|        |               |  |  |  |

 

----